Cineworld Group plc Group Cineworld Annual Report and Accounts 2014 and Accounts Annual Report The best place to watch a movie Annual Report and Accounts 2014 We are a business with a simple philosophy Our Vision… To be the best place to watch a movie Our Strategy is to… 1 Deliver a great cinema experience 4 Be leaders in the industry by for all cinemagoers, every time offering customers the latest audio and visual technology 2 Continue to expand our estate and look for profitable opportunities 5 Drive shareholders value by to grow delivering our growth plans in an efficient and effective way 3 Ensure that we enhance our existing estate so we deliver a consistent level of quality across the Group Contents Strategic Report Governance Financial Statements 1 Highlights 32 Directors 73 Consolidated Statement 2 At a Glance 34 Corporate Governance Statement of Profit or Loss 4 Chairman’s Statement 34 Chairman’s Introduction 74 Consolidated Statement of 35 Compliance Statement 10 Market Overview Other Comprehensive Income 36 Leadership 12 Business Model 75 Consolidated Statement 37 Effectiveness of Financial Position 14 Strategy and KPIs 38 Nomination Committee Report 76 Consolidated Statement 16 Resources and Relationships Accountability 39 of Changes in Equity 18 Chief Executive Officer’s Review 40 Audit Committee Report 77 Consolidated Statement 26 Risks and Uncertainties 44 Remuneration Committee Relations with Shareholders of Cash Flows 30 Corporate Responsibility 44 45 Directors’ Remuneration Report 78 Notes to the Consolidated 46 Annual Report on Remuneration Financial Statements 56 Policy Report 118 Company Balance Sheet 63 Directors’ Report 119 Company Reconciliation of 69 Statement of Directors’ Movements in Shareholders’ Funds Responsibilities 120 Notes to the Company 70 Independent Auditor’s Report Financial Statements IBC Shareholder Information Strategic Report Governance Financial Statements 1 Highlights 2014(1) Group revenue (£m) +52.5% EBITDA(2) (£m) +75.1% Dividend per +33.7% 53 weeks v 52 weeks (2013) 53 weeks v 52 weeks (2013) share(3) (p) 53 weeks v 52 weeks (2013) 619.4 126.6 13.5 406.1 72.3 10.1 Profit before tax (£m) +117.8% Profit after tax (£m) +159.5% Diluted EPS (p) +58.7% 53 weeks v 52 weeks (2013) 53 weeks v 52 weeks (2013) 53 weeks v 52 weeks (2013) 67.3 54.5 21.9 30.9 21.0 13.8 Adjusted profit +72.8% Adjusted profit +95.5% Adjusted diluted +31.2% before tax(4) (£m) after tax(4) (£m) EPS(5) (p) 53 weeks v 52 weeks (2013) 53 weeks v 52 weeks (2013) 53 weeks v 52 weeks (2013) 75.0 61.2 24.4 43.4 31.3 18.6 Other Key Highlights Combination with Cinema City Holding B.V. (“Cinema City”) completed on 28 February 2014. Group revenue growth of 52.2% on a statutory basis and 1.7% on a pro-forma(6) basis. UK & Ireland revenue growth of 1.8% on 52 week v 52 week basis, maintaining market share of 27.1% (2013: 27.0%) (Source: Rentrak). CEE(7) & Israel revenue growth of 1.4% on a pro-forma basis. EBITDA growth of 75.1% on a statutory basis and 7.4% on a pro-forma basis. Profit before tax of £67.3m is stated after non-recurring costs and amortisation of £7.7m resulting in adjusted profit before tax of £75.0m, growth of 72.8%. Profit after tax of £54.5m is stated after tax adjusted non-recurring costs and amortisation of £6.7m resulting in adjusted profit after tax of £61.2m, growth of 95.5%. Adjusted diluted EPS(5) growth of 31.2%. Full year dividend increased by 33.7% to 13.5p on a rights adjusted basis(3). Net cash generated from operating activities of £86.1m, representing growth of 54.9%. As reported at the end of H1, annualised synergies from Cinema City combination now expected to be £5m; £2m target already surpassed. (1) The statutory results for Cineworld Group plc the “Group” include the results of Cineworld Cinemas and Picturehouse for the 53 week period ended 1 January 2015 and the results of Cinema City for the 44 week period ended 1 January 2015. (2) EBITDA is defined as operating profit before depreciation and amortisation, impairment charges, onerous lease and other non-recurring charges, transaction and reorganisation costs and refinancing costs. (3) The 2013 interim dividend per share has been adjusted to take account of the rights issue of 8 for 25 on 14 February 2014. The interim dividend per share for 2013 as previously reported was 4.1p, which resulted in a 2013 total dividend per share of 10.5p (10.1p on a rights adjusted basis). (4) Adjusted profit before tax is calculated by adding back amortisation of intangible assets (excluding acquired movie distribution rights) and other one-off income or expense totalling £7.7m. Adjusted profit after tax is calculated by adding back amortisation of intangible assets (excluding acquired movie distribution rights) and other one-off income or expense totalling £7.7m and adjusting for the tax impact of such items (£1.0m) and the Group’s current year effective tax rate (20.3%) (please refer to Note 5 to the financial statements). (5) The 2014 adjusted diluted earnings per share have been adjusted for the first 48 days of the period to take into account of the rights issue of 8 for 25 shares on 14 February 2014. The 2013 adjusted diluted earnings per share have also been adjusted to take account of the rights issue in order to present a comparator. (6) Pro-forma results refer to the Group’s performance had Cinema City been consolidated for the entirety of the period and have been calculated by reference to the acquired management accounts of Cinema City. For the purposes of percentage movements, the impact of the 53rd week has been eliminated and movements in performance have been calculated on a constant currency basis. (7) CEE is defined as Central and Eastern Europe and includes Poland, Hungary, Romania, Czech Republic, Bulgaria and Slovakia. Cineworld Group plc Annual Report and Accounts 2014 2 At a Glance Cineworld operates in nine different countries. We have 203 cinemas with 1,875 screens. We are the second largest cinema business in Europe and the number one or two (by number of screens) in each country of operation. 1 Brands Cineworld’s four principal brands are: Cineworld Group plc Annual Report and Accounts 2014 Strategic Report Governance Financial Statements 3 Theatre Operations UK, Ireland and Central Europe In 2014, there were over 82 million customer admissions across all our cinemas. We are currently scheduled to open 504 screens over the next three years, 328 in CEE/Israel and 176 in the UK. No. of Country Cinemas Screens 1 UK & Ireland 102 897 2 2 Poland 31 339 3 Hungary 20 176 4 Romania 17 154 6 5 Israel 11 104 7 6 Czech Republic 13 111 3 7 Slovakia 3 29 4 8 Bulgaria 6 65 Total 203 1,875 8 5 Cineworld Group plc Annual Report and Accounts 2014 4 Chairman’s Statement The Cineworld Group is now Europe’s second largest cinema chain. By the end of the year the Group was operating 1,875 screens in 203 cinemas in nine different countries. I am pleased to report that 2014 was Following the combination with Cinema It is also intended that Martina King, a successful and exciting year for the City, Mooky Greidinger joined our Board an existing independent Non-Executive Cineworld Group and its shareholders. as CEO in succession to Steve Wiener. Director, will succeed Peter Williams as Despite a relatively quiet year for the Mooky has been in the cinema business the Chair of the Remuneration Committee. cinema exhibition industry in general for close to 40 years and is internationally Martina has a great deal of experience in which saw worldwide admissions drop recognised as one of the leading operators this area and has sat on the remuneration compared to the previous year, Cineworld in the industry. We are fortunate to have committees for a number of UK Listed continued to grow revenues and earnings him as CEO. Israel Greidinger, also very businesses. A further Board appointment and declared an increased dividend. experienced in the industry, was originally is anticipated presently and we will appointed as COO, but after the initial announce the revised composition of Shareholders will recall that at the start review of roles and structure it was the respective Board Committees in of the year the Group announced a decided to appoint him as Deputy CEO due course. I am confident that these transaction which combined Cineworld as we believed it was a more appropriate appointments will bring significant and Cinema City. In less than a year title for his role in the Company. benefits to the Group and widen the the results of that transaction have skill set on the Board. proved successful and exceeded our Scott Rosenblum (a New York lawyer who expectations. The Cineworld Group is is experienced in corporate governance It goes without saying that we will now Europe’s second largest cinema matters) and Arni Samuelsson (an maintain our strong culture of attaining chain. By the end of the year the Group independent owner and operator of the highest corporate governance was operating 1,875 screens in 203 cinemas in Iceland) were also appointed standards. This is a matter that the Board cinemas in nine different countries. We to the Board as Non-Executive Directors takes extremely seriously. We continue are currently scheduled to open a further during 2014.