Financial Statements and Consolidated Accounts 2004 Index Letter to the Shareholders 2 The Board of Directors 4 Group organization 5 Financial Highlights 6 A word with CEO 8 Production 10 Beef 12 Cured meats & Snacks 13 Distribution 14 Foodservice 15 Catering 18 On-board catering 20 Railway station and airport catering 21 Motorway catering 22 2004 financial statements and consolidated accounts 25 Notice of call to the shareholders’ meeting 26 Officers of Cremonini Spa 27 Directors’ report 28 Financial statements as of Consolidated financial statements as of December 31, 2004 61 December 31, 2004 121 Balance sheet 62 Balance sheet 122 Memorandum accounts 65 Memorandum accounts 127 Statement of income 66 Statement of income 128 Notes to the financial statements 68 Notes to the financial statements 130 Exhibits 105 Exhibits 173 Statutory Auditors’ Report 115 Statutory Auditors’ Report 184 Auditors’ Report 118 Auditors’ Report 186 Summary of resolutions 188 Letter to the Shareholders “In 2004 we reached an important landmark... 2 ... since 1998, the year that the company was listed on the Stock Exchange, Group revenues have doubled, rising from 1 to 2 billion Euros.” Dear Shareholders, we are pleased to report another year of growth, and even Angola, the Congo and Algeria amongst others. We have also more so considering the difficult economic environment, the grown in the on-board railway catering sector in Great Britain, stagnation in consumption and the weakness of the dollar. France and Belgium. New positive steps have also been made The Italian food industry grew by 1.5%, while the Cremonini in the distribution to the foodservice sector. Group leapt ahead by more than 10%, both in terms of In 2005 we will list a portion of the subsidiary Marr, the revenues and operating profit. We are proud of this growth, company that distributes food products to non-domestic which we owe to the management’s dedication as well catering operators. In the last decade Marr has reported as to our efficient industrial policies and winning market good growth rates and currently operates in a rapidly growing strategies. market. 2004 was therefore a decisive landmark in the growth of We would again like to underline that the results in this the Group that began in 1998 with the listing on the Stock Financial Report and all our past results are the fruit of an Exchange. Since that date, in only 6 years, we have doubled entrepreneurial culture that has known how to seize each our revenues from 1 to nearly 2 billion Euros. and every opportunity in order to give more value and merit The Group employs more than 6,000 people in 15 countries, to the Group. and is a strong player in the food market, now a benchmark My gratitude also goes to our shareholders, who have all over the world. believed and who continue to believe in our company. Their 25% of our revenues are generated abroad and export has trust supports our professional dedication, which will in turn grown by 35%. As well as the Eastern European markets, we reward those who are close to us and who are betting on the have also strengthened our presence in the African markets of Groups’ future. The Chairman Luigi Cremonini 3 Board of Directors The Board of Directors of Cremonini Spa Seated from the left: P. Sciumè, L. Cremonini, V. Cremonini Standing from the left: G. Pedrazzi, E. Rossini, V. Fabbian, U. Ravanelli, M. Rossetti. Chairman Luigi Cremonini (1) Vice-Chairman Paolo Sciumè (1)(2) Managing Director Vincenzo Cremonini Directors Ugo Ravanelli Valentino Fabbian (3) Giorgio Pedrazzi Edoardo Rossini (1)(2) Mario Rossetti (2) (1) Member of the Compensation Committee (2) Member of the Internal Audit Committee and Corporate Governance Committee (3) With mandate for the management of the catering business-unit 4 Group organization HOLDING SECTORS OF ACTIVITY Production Distribution Catering BUSINESS AREAS Curred Meats Door Commercial On-board trains Beef & Snacks Foodservice to Door COMPANIES Marr S.p.a. Roadhouse Cremonini Inalca S.p.a. Montana Marr S.p.a Quinta Stagione Alimentari S.p.a. DIVISION Grill Italia S.r.l. Restauration S.a.s. Momentum Realfood 3 S.r.l. Salumi Alisea S.c.ar.l Moto S.p.a. d’Emilia S.r.l. Services Ltd Marr Foodservice Operating Division Railrest S.a. Frimo S.a.m. Iberica S.a. Three operating sectors The Cremonini Group is one of the most important European ope- The sub-holding Inalca S.p.a. owns various companies that are rators in the food sector, and is active in three business areas: active in the preparation of meat in Italy and abroad, while the production, distribution to the foodservice sector and catering. In sub-holding Marr S.p.a. owns shareholdings in companies active December 1998 Cremonini S.p.a. was listed on the Electronic Stock in the distribution to the foodservice sector in Italy and Spain. Market managed by the Italian Stock Exchange and in July 2001 it The production of cured meat is ensured by Montana Alimentari joined the STAR segment, which is reserved for companies that ful- S.p.a., a company that is directly owned by Cremonini S.p.a. fil demanding requirements. The Cremonini S.p.a. parent company, as well as owning shareholdings in the operating companies, also One operating division provides services to the Group companies in the fields of finance, In the catering sector Cremonini operates through a specific computing, legal affairs, human resources and external relations. operating division which owns, in the field of on-board cater- ing services, Momentum Services Ltd (Eurostar), Two sub-holdings Railrest S.a. (Thalys) and Cremonini Res- 13% Cremonini S.p.a. controls two opera- 48% tauration S.a.s. (TGV) and, for commer- 39% tional sub-holdings, Inalca S.p.a. e Marr cial catering, Roadhouse Grill Italia S.r.l. S.p.a., which are active in the production (steakhouse) and Moto S.p.a. (motorway Revenues by business area and distribution sectors respectively. 48% Production catering). 39% Distribution to the foodservice 5 13% Catering Financial Highlights Group figures TOTAL REVENUES EBITDA EBIT (mln/euros) (mln/euros) (mln/euros) 2000 1,993.1 175 140 1,786.2 1750 150 1,589.3 120 125.1 1500 125 117.7 100 1,364.9 107.0 1250 100 80 69.8 85.4 61.8 53.2 1000 75 60 37.1 750 50 40 500 25 20 2001 2002 2003 2004 2001 2002 2003 2004 2001 2002 2003 2004 Summary of data (mln/euros) 2001 2002 2003 2004 Total Revenues 1,364.9 1,589.3 1,786.2 1,993.1 Ebitda 85.4 107.0 117.7 125.1 Ebit 37.1 53.2 61.8 69.8 Profit from Ordinary Operations 0.7 21.1 35.9 47.0 Pre-Tax Profit (2.5) 17.6 54.4 41.8 Profit Before Third-party Share (13.5) 3.1 34.8 17.5 Group Net Profit (13.5) 2.5 29.5 8.0 Fixed Assets 547.8 542.5 522.5 540.9 Net Working Capital 190.8 162.1 221.2 175.8 Net Capital Equipment 701.5 663.5 699.8 671.4 Shareholders’ Equity 172.4 175.7 248.7 245.6 Net financial position 529.1 487.8 451.1 425.8 Main financial ratios 2000 2001 2002 2003 2004 ROS (Ebit / Revenues) 1.5% 2.7% 3.3% 3.5% 3.5% ROI (Ebit / Net Capital Equipment) 3.0% 5.3% 8.0% 8.8% 10.4% EBITDA / NET FINANCIAL EXPENSES 2.0 2.3 3.3 4.5 5.5 INTEREST COVERAGE (Ebit / Net Financial Expenses) 0.6 1.0 1.7 2.4 3.1 NET DEBT / EBITDA 7.6 6.2 4.6 3.8 3.4 NET DEBT / EQUITY 2.6 3.1 2.8 1.8 1.7 NET DEBT / REVENUES 36% 39% 31% 25% 21% 6 Financial Highlights Production figures TOTAL REVENUES EBITDA EBIT (mln/euros) (mln/euros) (mln/euros) 1200 100 50 1005.2 1000 859.9 80 40 760.1 800 52.6 51.5 599.3 60 30 600 47.9 21.8 20.1 19.5 400 40 30.6 20 200 20 10 5.3 2001 2002 2003 2004 2001 2002 2003 2004 2001 2002 2003 2004 Distribution figures TOTAL REVENUES EBITDA EBIT (mln/euros) (mln/euros) (mln/euros) 1000 75 75 794.8 800 744.2 665.9 60 60 614.7 49.7 600 46.0 41.0 45 45 38.9 35.3 34.4 400 30 30 28.9 22.7 200 15 15 2001 2002 2003 2004 2001 2002 2003 2004 2001 2002 2003 2004 Catering figures TOTAL REVENUES EBITDA EBIT (mln/euros) (mln/euros) (mln/euros) 300 268,2 36 36 250 235,1 30 30 192,7 26,5 200 176,1 22,3 24 24 150 20,9 19,9 100 18 18 16,8 15,4 13,1 13,2 50 12 12 2001 2002 2003 2004 2001 2002 2003 2004 2001 2002 2003 2004 N.B.: It should be noted that the consolidated Group data also includes the Holding results as well as the three operating sectors. 7 A word with CEO “ In 2004 we exceeded all our targets and we were also rewarded by a strong rise in the price of Cremonini shares.” Vincenzo Cremonini Cremonini S.p.a. Chief Executive Officer “The Group ended 2004 with extremely positive “Positive financial results” results” The increased ability of the Group to generate cash-flow We revised our revenue estimates upwards twice during the not only allowed investments of 60.6 million Euros and a year, first to 6% and then to 9%, closing the year’s accounts payment of 21.1 million Euros of dividends, but also allowed with a growth of +11.6%.