Company Statement of Financial Position at Note Fixed assets Investments 28 741.4 646.9 Current assets Debtors 29 343.2 296.5 Cash at bank 0.1 343.2 296.6 Creditors: amount falling due within one year Interest-bearing loans, borrowings and other financial liabilities 30 (13.1) (11.1) Other payables 31 (118.1) (48.1) Bank overdraft (49.7) (27.3) (180.9) (86.5) Net current assets 162.3 210.1 Total assets less current liabilities 903.7 857.0 Creditors: amount falling due within one year Interest-bearing loans 30 (307.7) (286.4) Net assets 596.0 570.6 Capital and reserves Called up share capital 20 2.7 2.7 Share premium account 306.4 295.7 Merger reserve 207.3 207.3 Profit and loss account 81.2 63.8 Hedging reserve (1.6) 1.1 Shareholders funds equity 596.0 570.6 These financial statements were approved by the Board of Directors on 9 March 2017 and were signed on its behalf by: Nisan Cohen Director CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS 129
Company Statement of Changes in Equity for the Year Ended Issued capital Share premium Merger reserve Hedging reserve Retained earnings Balance at 2.7 295.7 207.3 1.1 63.8 570.6 Profit for the year 66.2 66.2 Amounts reclassified from equity to profit and loss in respect of cash flow hedges (1.9) (1.9) Other comprehensive income Items that will subsequently be reclassified to profit or loss Movement in fair value of cash flow hedge 0.5 0.5 Movement in net investment hedge (1.3) (1.3) Tax recognised on income and expenses recognised directly in equity Contributions by and distributions to owners Dividends (47.0) (47.0) Movements due to share-based compensation (1.8) (1.8) Issue of shares 10.7 10.7 Balance at 2.7 306.4 207.3 (1.6) 81.2 596.0 Total 130 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS
Notes to the Company Financial Statements 26. Accounting Policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company s financial statements. Basis of Preparation The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost accounting rules. Information regarding the Group s business activities, together with the factors likely to affect its future development, performance and position is set out in the Financial Review on pages 28 to 32 and the Risks and Uncertainties section on pages 22 to 27. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 28 to 32. In addition Note 21 to the financial statements includes the Group s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures: a Cash Flow Statement and related notes; Comparative period reconciliations for share capital, tangible fixed assets and intangible assets; Disclosures in respect of transactions with wholly owned subsidiaries; Disclosures in respect of capital management; The effects of new but not yet effective IFRSs; An additional Balance Sheet for the beginning of the earliest comparative period following the retrospective change in accounting policy; and Disclosures in respect of the compensation of Key Management Personnel. Investments In the Company s financial statements, investments in subsidiary undertakings are stated at cost less provision for any impairment in value. Impairment The Group evaluates its investments for financial impairment where events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. When such evaluations indicate that the carrying value of an asset exceeds its recoverable value, an impairment in value is recorded. Deferred Taxation Deferred tax is recognised using the Balance Sheet method, providing temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is recognised, without discounting, in respect of all temporary differences except as otherwise required by IAS 12. Share-Based Payment Transactions The share options programme allows Group employees to acquire shares of the Company. The fair value of options granted is recognised as an addition to fixed asset investments with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an evaluation model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of shares options that vest except where forfeiture is due only to share prices not achieving the threshold for vesting. Shares appreciation rights are also granted by the Company to employees. The fair value of the amount payable to the employee is recognised as an expense with a corresponding increase in liabilities. The fair value is initially measured at grant date and spread over the period during which the employees become unconditionally entitled to payment. The fair value of the share appreciation rights is measured based on an option valuation model, taking into account the terms and conditions upon which the instruments were granted. The liability is remeasured at each Balance Sheet date and at settlement date and any changes in fair value recognised in profit and loss spread equally over the vesting period. Where the Company grants options over its own shares to the employees of its subsidiaries it recognises an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its subsidiary s financial statements with the corresponding credit being recognised directly in equity. Amounts recharged to or reimbursed by the subsidiary are recognised as a reduction in the cost of investment in subsidiary. Own Shares Held by Employee Benefit Trust ( EBT ) Transactions of the Group sponsored EBT are included in the Group financial information. In particular, the trust s purchase of shares in the Company are debited directly to equity. CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS 131
Notes to the Company Financial Statements continued 27. Staff Numbers and Costs The Company pays no employees. Salaries of the Directors of the Company, including Non-Executive Directors, as well as the Company Secretary are recharged to the Company from its subsidiary Cineworld Cinemas Ltd. Total salaries paid to Non- Executive Directors were 520,000 (: 509,000). See pages 54 to 72 for further details of Directors emoluments. 28. Fixed Asset Investments Shares in Group undertakings Company Balance at 646.9 Additions 94.5 Balance at 741.4 Net book value At 646.9 At 741.4 Subsidiary undertakings Directly Held Augustus 1 Limited Cinema City Holding B.V. PO Box 1370 NL-3000 BJ Rotterdam The Netherlands Cinema Finco 1 Limited Cinema Finco 3 Limited Cinema Finco 4 Limited Indirectly Held Augustus 2 Limited Cineworld Holdings Limited Cine-UK Limited Cineworld Cinemas Holdings Limited Cineworld Cinemas Limited Cineworld Estates Limited Cineworld South East Cinemas Limited Gallery Holdings Limited Gallery Cinemas Limited Adelphi-Carlton Limited Financing company Ordinary 100 Financing company Ordinary 100 Financing company Ordinary 100 Cinema operation Ordinary 100 Holding company and cinema Ordinary 100 operation Cinema property leasing Ordinary 100 Dormant Ordinary 100 Cinema operation Ordinary 100 132 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS
28. Fixed Asset Investments continued Cineworld Cinema Properties Limited Classic Cinemas Limited Digital Cinema Media Limited Picturehouse Cinemas Limited (formerly City Screen Limited) City Screen (Bath) Limited City Screen (Brighton) Limited CS (Brixton) Limited City Screen (Cambridge) Limited City Screen (Clapham) Limited CS (Exeter) Limited CS (Greenwich) Limited City Screen (Liverpool) Limited CS (Norwich) Limited Newman Online Limited City Screen (Oxford) Limited City Screen (Southampton) Limited City Screen (SOA) Limited City Screen (Stratford) Limited Picturehouse Bookings Limited City Screen (Virtual) Limited City Screen (York) Limited Picturehouse Entertainment Limited Cinema Finco 2 350 Euston Road, London, NW1 3AX Property company Ordinary 100 Retail services company Ordinary 100 Screen Advertising Ordinary 50 Software development Ordinary 100 and provider Ticket booking operations Ordinary 100 Financing company Ordinary 100 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS 133
Notes to the Company Financial Statements continued 28. Fixed Asset Investments continued Basildon Cinema 2 Limited 2nd floor, The Le Gallais Basildon Cinema Number Two 2 Limited 2nd floor, The Le Gallais Bromley Cinema 2 Limited 2nd floor, The Le Gallais Empire Cinema 2 Limited 2nd floor, The Le Gallais Hemel Hempstead Two Cinema 2 Limited 2nd floor, The Le Gallais Poole Cinema 2 Limited 2nd floor, The Le Gallais Cinema property leasing Ordinary 100 Cinema Operations Ordinary and Preference 100 Cinema Operations Ordinary 100 and Preference Cinema Operations Ordinary 100 and Preference Cinema Operations Ordinary 100 Cinema Operations Ordinary and Preference Cinema City Holdco (Hungary) K.F.T. 1132 Budapest, Váci út 22-24 Financing company Ordinary 100 I.T. Planet Advertising Ltd 91 Medinat Hayehudim, Herzelia, Dormant Ordinary 100 Israel Norma Film Limited 91 Medinat Hayehudim, Herzelia, Israel Cinema Theatres Limited 91 Medinat Hayehudim, Herzelia, Israel Cinema-Phone Ltd 18 Haneviim, Haifa, Israel Forum Film Limited 91 Medinat Hayehudim, Herzelia, Israel IT Magyar Cinema Moziüzemeltető és 1132 Budapest, Váci út 22-24 Filmforgalmazó K.F.T. Palace Cinemas Hungary K.F.T. 1132 Budapest, Váci út 22-24 Forum Hungary K.F.T. 1132 Budapest, Váci út 22-24 New Age Cinema K.F.T. 1132 Budapest, Váci út 22-24 Advertising Ordinary 100 Seracus Limited Prodromou, 75 1st floor, Flat/Office 101 Strovolos, 2063, Nicosia, Cyprus Forum 40 Fundusz Inwestycjny Zabłocie street No 25/20 Zamkniety Post code 30-701, City Kraków, Poland All Job CC sp. Zoo. SJ CC SP.ZO.O. SP.J. UL. WOŁOSKA 12 02-675 WARSZAWA NIP 521-33-62-959 KRS- 0000493229 CC Sp. Zoo UL. FOSA 37 NIP 521-33-04-554 REGON: 015805025 KRS- 0000217016 Fund general partner Ordinary 100 100 134 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS
28. Fixed Asset Investments continued Cinema City Poland CC sp. Zoo SJ UL. FOSA 37 NIP 521-30-97-055 KRS- 0000493032 Cinema City Poland spolka komandytowa sp. Zoo (Poland) Forum Film Poland CC Sp. Zoo SJ I.T. Poland Development 2003 CC sp. Zoo SJ UL. FOSA 37 NIP 521-30-97-055 KRS- 0000493032 CC SP.Z O.O SP.J. UL. WOŁOSKA 12 02-675 WARSZAWA NIP 521-32-47-566 KRS- 0000493092 UL. FOSA 37 NIP 982-02-32-895 KRS- 0000493402 New Age Media CC sp. Zoo SJ UL. POWSIŃSKA 31 02-903 WARSZAWA 522-26-16-744 KRS- 0000493146 Entertainment SCSp Film SCSp Hollywood SCSp Star SCSp Studio SCSp Cinema City Czech s.r.o. Arkalycká 951/3 149 00 Praha 4 Forum Film Czech s.r.o. Arkalycká 951/3 149 00 Praha 4 Forum Home Entertainment Czech s.r.o. Arkalycká 951/3 149 00 Praha 4 Cinema City Slovakia s.r.o. Einsteinova 20 851 01 Bratislava Forum Film Slovakia s.r.o. Einsteinova 20 851 01 Bratislava Cinema City Bulgaria EOOD 45 Bregalnitza Str, 5 floor Vazrajdane Region Sofia 1303, Bulgaria Forum Film Bulgaria EOOD 45 Bregalnitza Str, 4 floor Vazrajdane Region Sofia 1303, Bulgaria Cinema City Romania SRL 13 Ana Davila street, Sector 5, Bucharest 050491 Romania Forum Film Romania SRL 13 Ana Davila street, Sector 5, Bucharest 050491 Romania Advertising Ordinary 100 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS 135
Notes to the Company Financial Statements continued 28. Fixed Asset Investments continued New Age Media Romania SRL 13 Ana Davila street, Sector 5, Bucharest 050491 Romania Cinema City Cinemas sp. Zoo UL. FOSA 37 NIP 521-33-04-554 REGON: 015805025 KRS- 0000217016 Northfleet sp. Zoo UL. FOSA 37 NIP 521-33-04-554 REGON: 015805025 KRS- 0000217016 Advertising Ordinary 100 Group services Ordinary 100 General partner Ordinary 100 136 CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS
29. Debtors Amounts due from subsidiary undertakings 343.2 296.5 30. Interest-Bearing Loans, Borrowings and Other Financial Liabilities Non-current liabilities Unsecured bank loan, less issue costs of debt to be amortised 307.1 285.4 Interest rate swaps 0.6 1.0 307.7 286.4 Current liabilities Unsecured bank loans, less issue costs of debt to be amortised 12.6 10.5 Interest rate swaps 0.5 0.6 13.1 11.1 For details of interest bearing loans, borrowings and other financial liabilities see Note 17. 31. Creditors: Amounts Falling Due Within One Year Amounts due to subsidiary undertakings 80.6 46.5 Deferred consideration 37.0 Accruals 0.5 1.6 118.1 48.1 Fair Values Fair value disclosures for debtors and creditors have not been prepared on the basis that their carrying amount is a reasonable approximation to fair value. 32. Share-Based Payments See Note 18 to the Group financial statements. CINEWORLD GROUP PLC ANNUAL REPORT AND ACCOUNTS 137