SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 15, 1997
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PREMIER PARKS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-9789 73-613774
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11501 Northeast Expressway, Oklahoma City, Oklahoma 63131
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (405) 475-2500
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(Former name or former address, if changed since last report)
Page 1
Item 5. Other Events
Walibi Acquisition Agreement
On December 15, 1997, the Company entered into an agreement with three
of the principal stockholders of Walibi, S.A. ("Walibi") pursuant to which
the Company expects to purchase in March 1998 approximately 50% of the
outstanding capital stock of Walibi (the "Private Acquisition"). Following
the closing of the Private Acquisition, the Company will commence a "public
takeover bid," as defined and regulated under Belgian law (the "Walibi Tender
Offer"), for the remainder of the outstanding capital stock of Walibi.
Walibi is a corporation (societe anonyme) organized under the laws of
Belgium. Walibi's stock is currently traded on the Official Market of the
Brussels Stock Exchange. It owns six theme parks (the "Walibi Parks"), two
located in Belgium, one in The Netherlands and three in France, as well as
two smaller attractions in Belgium. Walibi's operations had combined 1997
attendance of approximately 3.5 million.
The transaction values Walibi at approximately $139.5 million (at the
exchange rate of Belgian Francs ("BEF") 37.065 to US$1 on December 31, 1997),
based on a multiple of seven times Walibi's 1997 EBITDA. This amount includes
the assumption or refinancing of Walibi net indebtedness (total debt less
cash and cash equivalents) which aggregated approximately $54.3 million at
December 31, 1997. As a result, the aggregate consideration to be paid by the
Company for the outstanding stock of Walibi (assuming the Company acquires
100% of the outstanding Walibi capital stock pursuant to the Walibi Tender
Offer) will be $85.2 million (based on the year-end exchange rate). The
purchase price in the Private Acquisition will be paid 80% in cash in BEF and
20% in Premier Common Stock (approximately 229,000 shares). Under the terms
of the agreement, the Company has agreed to invest at least BEF 1.4 billion
(approximately $38 million based on the year-end exchange rate) in the Walibi
Parks over the three years commencing with the 1999 season.
A copy of the Consolidated Financial Statements of Walibi at December
31, 1996 and 1997 and for each of the years in the two-year period ended
December 31, 1997 have been filed herewith.
2
Adoption of Stockholder Rights Plan
On December 31, 1997, the Board of Directors of the Company announced
that it had declared a dividend of one Preferred Stock Purchase Right (the
"Right(s)") for each outstanding share of Common Stock, par value $0.05 per
share (the "Common Stock"), of the Company. The dividend is payable as of
January 12, 1998 to stockholders of record on that date. When granted, each
Right entitled the registered holder to purchase from the Company one
one-hundredth (1/100) of a share of a new series of preferred shares of the
Company, designated as Series A Junior Preferred Stock ("Preferred Stock"),
at a price of $250.00 per one one-hundredth (1/100) of a share (the "Exercise
Price"), subject to certain adjustments. On February 4, 1998, the Board of
Directors approved an amendment to the terms to provide that each Right shall
entitle the registered holder to purchase one one-thousandth (1/1000) of a
share of Preferred Stock at an Exercise Price of $250.00 per one
one-thousandth (1/1000) of a share. The description and terms of the Rights
are set forth in the Amended and Restated Rights Agreement (the "Rights
Agreement") between the Company and Bank One Trust Company, N.A., as Rights
Agent ("Rights Agent").
Initially the Rights will not be exercisable, certificates will not be
sent to stockholders, and the Rights will automatically trade with the
Common Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or
more of the outstanding voting stock of the Company (an "Acquiring Person")
and (ii) the tenth business day (or such later date as may be
3
determined by the Board of Directors prior to such time as any person or
group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which
would result in the ownership of 15% or more of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to such
offer); prior thereto, the Rights would not be exercisable, would not be
represented by a separate certificate, and would not be transferable apart
from the Company's Common Stock, but will instead be evidenced, with
respect to any of the Common Stock certificates outstanding as of January
12, 1998, by such Common Stock certificate with a copy of this Summary of
Rights attached thereto. An Acquiring Person does not include (A) the
Company, (B) any subsidiary of the Company, (C) any employee benefit plan
or employee stock plan of the Company or of any subsidiary of the Company,
or any trust or other entity organized, appointed, established or holding
Common Stock for or pursuant to the terms of any such plan or (D) any
person or group whose ownership of 15% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any action or
transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the
number of issued and outstanding shares of voting stock of the Company
pursuant to a transaction or transactions approved by the Board of
Directors (provided that any person or group that does not become an
Acquiring Person by reason of clause (i) or (ii) above shall become an
Acquiring Person upon acquisition of an additional 1% of the Company's
voting stock unless such acquisition of additional voting stock will not
result in such person or group becoming an Acquiring Person by reason of
such clause (i) or (ii)).
4
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after January 12, 1998 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of January 12, 1998 with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificate") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on January 12, 2008, unless earlier
redeemed by the Company as described below. Further, unless earlier redeemed or
exercised pursuant to the terms of the Rights Agreement, the Rights shall
expire immediately prior to the effective time of any merger to be
consummated by the Company pursuant to Section 251(g) of the Delaware General
Corporation Law (the "DGCL"), provided that the Company shall cause any
successor company pursuant to such merger to enter into a rights agreement
substantially identical in form and substance to the Rights Agreement. As
previously disclosed, the Company intends to consummate a merger pursuant to
Section 251(g) of the DGCL whereby the Company will merge with and into Premier
Parks Merger Corporation, a wholly-owned subsidiary of Premier Parks Holdings
Corporation ("Holdings"), which is a wholly-owned subsidiary of the Company.
Following this merger, the Company, which will change its name to Premier
Parks Operations Inc., will be a wholly-owned subsidiary of Holdings which,
upon effectiveness of the merger, will change its name to Premier Parks Inc.
At such time, Holdings will enter into a rights agreement substantially
identical in form and substance to the Rights Agreement.
The Preferred Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The
Preferred Stock may not be issued except upon exercise of Rights. Each share
of Preferred Stock will be entitled to receive when, as and if declared, a
quarterly dividend in an amount equal to the greater of $10.00 per share and
1000 times the cash dividends declared on the Company's Common Stock. In
addition, the Preferred Stock is entitled to 1000 times any non-cash
dividends (other than dividends payable in equity securities) declared on the
Common Stock, in like kind. In the event of liquidation, the holders of
Preferred Stock will be entitled to receive for
5
each share, a liquidation payment in an amount equal to the greater of
$250,000.00 or 1000 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 1000 votes, voting together with the
Common Stock. In the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to receive 1000 times the amount received per share
of Common Stock. The rights of Preferred Stock as to dividends,
liquidation and voting are protected by anti-dilution provisions.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of
a stock dividend on, or a subdivision or combination of, the Common Stock.
The Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Company were to be
acquired in a merger or other business combination (in which any shares of
the Company's Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder
of record of a Right will from and after such date have the right to
receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of
such transaction equal to two times the Exercise Price. In addition,
unless the Rights are earlier redeemed, if a person or group (with certain
exceptions) becomes the beneficial
6
owner of 15% or more of the Company's voting stock, the Rights Agreement
provides that proper provision will be made so that each holder of record
of a Right, other than the Acquiring Person (whose Rights will thereupon
become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Company's
Preferred Stock having a market value at the time of the transaction equal
to two times the Exercise Price (such market value to be determined with
reference to the market value of the Company's Common Stock as provided in
the Rights Agreement). The Rights Agreement also grants the Board of
Directors the option, after any person or group acquires beneficial
ownership of 15% or more of the voting stock but before there has been a
50% acquisition, to exchange one share of common stock for each then valid
right (which would exclude rights held by the Acquiring Person that have
become void).
Fractions of shares of Preferred Stock (other than fractions that are
integral multiples of one one-thousandth (1/1000) of a share) may, at the
election of the Company, be evidenced by depositary receipts. The Company
may also issue cash in lieu of fractional shares which are not integral
multiples of one one-thousandth (1/1000) of a share.
At any time on or prior to the close of business on the tenth day
after the time that a person has become an Acquiring Person (or such later
date as a majority of the Board of Directors and a majority of the
Continuing Directors (as defined in the Rights Agreement) may determine),
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right ("Redemption Price"). The Rights may be redeemed after the
time that any Person has become an Acquiring Person only if approved by a
majority of the Continuing Directors. Immediately upon the effective time
of the action of the Board of Directors of the Company authorizing
redemption of the Rights, the right to
7
exercise the Rights will terminate and the only right of the holders of the
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may, except
with respect to the redemption price or date of expiration of the Rights,
amend the Rights in any manner, including an amendment to extend the time
period in which the Rights may be redeemed. At any time when the Rights
are not then redeemable, the Company may amend the Rights in any manner
that does not materially adversely affect the interests of holders of the
Rights as such. Amendments to the Rights Agreement from and after the time
that any Person becomes an Acquiring Person requires the approval of a
majority of the Continuing Directors (as provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Board since they may be redeemed by the Company at $.01 per
Right at any time until the close of business on the tenth day (or such
later date as described above) after a person or group has obtained
beneficial ownership of 15% or more of the voting stock.
The form of Amended and Restated Rights Agreement between the Company
and Bank One Trust Company, N.A., as rights agent, specifying the terms of
the Rights, which includes as Exhibit A the form of Summary of Rights to
Purchase Series A Junior Preferred Stock, as
8
Exhibit B the form of Right Certificate and as Exhibit C the form of Amended
and Restated Certificate of Designations of the Company setting forth the
terms of the Preferred Stock are attached hereto as exhibits and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such Exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) Consolidated Financial Statements of Walibi, S.A. at
December 31, 1996 and 1997, and for each of the years in the
two-year period ended December 31, 1997.
(c) Exhibits.
4.1. Amended and Restated Rights Agreement between Premier
Parks Inc. and Bank One Trust Company, N.A., as Rights
Agent. The Rights Agreement includes as Exhibit B the
form of Right Certificate and as Exhibit C the form of
Amended and Restated Certificate of Designations.
*10.1 Stock Purchase Agreement dated as of December 15, 1997,
between the Registrant and Centrag S.A., Karaba N.V.
and Westkoi N.V.
__________________________
* Previously filed.
9
INDEX TO FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS OF WALIBI S.A.
Consolidated Balance Sheet After Distribution of Profit.............................. F-3
Consolidated Profit and Loss Account................................................. F-5
Cash Flow Statement.................................................................. F-7
Comments on the Main Items in the Balance Sheet and the Profit and Loss Account...... F-8
Notes to the Consolidated Financial Statements....................................... F-9
F-1
REPORT OF THE INDEPENDENT AUDITORS
To the Board of Directors of Walibi S.A.
We have audited the consolidated balance sheets of Walibi S.A. as of
December 31, 1996 and 1997 and the related consolidated statements of income and
the related cash flow statements of Walibi S.A. for each of the two years in the
period ended December 31, 1997. These consolidated financial statements are the
responsibility of the Board of Directors. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
Our examination has been conducted in accordance with generally accepted
auditing standards in Belgium, which are substantially the same as those
followed in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement and are in compliance
with the Belgian legal and regulatory requirements with respect to consolidated
financial statements.
In accordance with these standards we have taken into account the
administrative and accounting oganisation of the company as well as the
procedures of internal control. We have obtained all information and
explanations required for our audit. We have examined, on a test basis, the
evidence supporting the amounts included in the consolidated financial
statements. We have assessed the accounting policies used, the significant
estimates made by the company and the overall presentation of the consolidated
financial statements. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, taking into account the legal and regulatory requirements
which are applicable to them, the consolidated financial statements referred to
above present fairly, in all material respect, the consolidated financial
position of Walibi S.A. as of December 31, 1996 and 1997 and the consolidated
results of operations and cash flows of Walibi for each of the two years in the
period ended December 31, 1997.
Application of accounting principles generally accepted in the United States
would have affected shareholders' equity as of December 31, 1996 and 1997 and
share of the group in the result for each of the two years in the period ended
December 31, 1997 to the extent summarized in Note 27 to the consolidated
financial statements.
COOPERS & LYBRAND
Reviseurs d'Entreprises/Bedrijfsrevisoren BCV/SCC
represented by
Philippe Barbier
Brussels, March 17, 1998
F-2
CONSOLIDATED BALANCE SHEET AFTER DISTRIBUTION OF PROFIT
(IN THOUSANDS OF BEF)
ASSETS
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
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FIXED ASSETS.......................................................... 3,449,789 3,860,482 4,179,132
I Formation expenses......................................... NOTE 1 7,559 13,770 19,278
II Intangible assets.......................................... NOTE 2 3,350 10,348 17,334
III Consolidation differences.................................. NOTE 3 34,785 45,718 56,651
IV Tangible assets............................................ NOTE 4 3,393,688 3,726,836 3,980,262
A Land and buildings...................................... 1,895,410 2,028,292 2,006,352
B Plant, machinery and equipment.......................... 1,368,427 1,570,830 1,849,194
C Furniture and vehicles.................................. 56,318 64,522 60,996
D Leasing and similar rights.............................. 223 4,315 7,602
E Other tangible assets................................... 43,586 50,321 37,400
F Assets under construction and advance
payments............................................... 29,724 8,556 18,718
V Financial assets........................................... NOTE 5 10,407 63,810 105,607
B Other companies......................................... 10,407 63,810 105,607
1. Participating interests.............................. 24,427 57,483
2. Amounts receivable................................... 10,407 39,383 48,124
CURRENT ASSETS........................................................ 954,410 780,189 951,673
VII Stocks and contracts in progress........................... 64,780 54,380 38,213
A Stocks NOTE 6 64,780 54,380 38,213
4. Goods purchased for resale.......................... 64,780 54,380 38,213
VIII Amounts receivable within one year......................... NOTE 7 210,997 107,251 123,117
A Trade debtors........................................... 45,119 45,677 35,546
B Other debtors........................................... 165,878 61,574 87,571
IX Investments................................................ NOTE 8 513,294 367,591 627,425
B Other investments and deposits.......................... 513,294 367,591 627,425
X Cash in hand and at bank................................... NOTE 8 95,430 157,469 78,957
XI Deferred charges and accrued income........................ NOTE 9 69,909 93,498 83,961
TOTAL ASSETS.......................................................... 4,404,199 4,640,671 5,130,805
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F-3
CONSOLIDATED BALANCE SHEET AFTER DISTRIBUTION OF PROFIT
(IN THOUSANDS OF BEF)
LIABILITIES
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
------------ ------------ ------------
SHAREHOLDERS' EQUITY.................................................. 1,088,466 1,075,971 1,243,881
I Capital.................................................... 1,170,087 1,170,087 1,170,087
III Revaluation surpluses...................................... 14,344 15,447 16,550
IV Reserves................................................... NOTE 10 (122,312) (123,975) 53,795
V Consolidation differences.................................. 11,218 11,218 11,218
VI Translation differences.................................... NOTE 11 5,815 (7,953) (21,467)
VII Investment grants.......................................... NOTE 12 9,314 11,147 13,698
PROVISIONS AND DEFERRED TAXATION...................................... 370,207 289,657 298,009
IX A Provisions for liabilities and charges.................. 88,732 42,792 34,039
1. Pension and similar obligations...................... NOTE 13 7,680 5,780
2. Taxation............................................. 30,717
4. Other liabilities and charges........................ 50,335 37,012 34,039
B Deferred taxation....................................... NOTE 14 281,475 246,865 263,970
CREDITORS, AMOUNTS PAYABLE............................................ 2,945,526 3,275,043 3,588,915
X Amounts payable after one year............................. NOTE 15 1,873,467 2,179,169 2,455,691
A Financial debts......................................... 1,873,467 2,179,169 2,455,691
1. Subordinated loans................................... 628,285 1,029,592 1,030,518
3. Leasing or similar obligations....................... 238 328
4. Credit institutions.................................. 1,244,344 1,147,622 1,338,046
5. Other loans.......................................... 600 1,627 87,127
XI Amounts payable within one year............................ 917,726 943,959 972,592
A Current portion of amounts payable after one
year............................................... NOTE 15 302,718 275,340 261,245
B Financial debts......................................... NOTE 16 395,693 397,156 348,884
1. Credit institutions.................................. 395,693 397,156 348,884
C Trade debts............................................. 88,094 102,519 129,636
1. Suppliers............................................ 88,094 102,519 129,636
E Taxes, remuneration and social security................. 126,474 160,913 170,842
1. Taxes................................................ 45,609 85,344 88,766
2. Remuneration and social security..................... 80,865 75,569 82,076
F Other debts............................................. 4,747 8,031 61,985
XII Accrued charges and deferred income........................ NOTE 17 154,333 151,915 160,632
TOTAL LIABILITIES..................................................... 4,404,199 4,640,671 5,130,805
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F-4
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(IN THOUSANDS OF BEF)
1997 1996 1995
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I Sales and services..................................... 2,514,600 2,523,781 2,667,529
A Turnover............................................... NOTE 18 2,488,538 2,500,874 2,644,864
C Fixed assets--own construction......................... 445
D Other operating income................................. 25,617 22,907 22,665
II Cost of sales and services............................. 2,317,670 2,501,377 2,466,185
A Raw materials, consumables and goods for resale........ 225,974 217,748 219,628
1. Purchases........................................... 234,698 232,437 214,692
2. Increase (-), decrease (+) in stocks................ (8,724) (14,689) 4,936
B Services and other goods............................... 781,889 905,890 874,452
C Remuneration, social security costs and pensions....... NOTE 19 715,030 765,457 746,825
D Depreciation
1. Depreciation of and other amounts written off....... 514,055 536,436 526,040
2. Depreciation of consolidation differences........... 10,933 10,933 10,933
E Increase (+) or decrease (-) in amounts written off 1,439 332 3,754
stocks, contracts in progress and trade debtors......
F Increase (+) or decrease (-) in provisions for 3,161 39 336
liabilities and charges..............................
G Other operating charges................................ 65,189 64,542 84,217
III OPERATING PROFIT................................................ 196,930 22,404 201,344
IV Financial income....................................... 37,049 43,985 68,769
A Income from financial fixed assets..................... 6 2,897 2,675
B Income from current assets............................. 17,341 19,819 40,609
C Other financial income................................. 19,702 21,269 25,485
V Financial charges...................................... 163,432 191,163 242,938
A Interest and other debt charges........................ NOTE 20 154,701 181,199 223,790
B Increase (+) or decrease (-) in amounts written off 155 120 264
current assets other than those under II.E.
C Other financial charges................................ 8,576 9,844 18,884
VI PROFIT (LOSS) ON ORDINARY ACTIVITIES BEFORE INCOME TAXES OF THE
CONSOLIDATED COMPANIES........................................... 70,547 (124,774) 27,175
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F-5
CONSOLIDATED PROFIT AND LOSS ACCOUNT (CONTINUED)
(IN THOUSANDS OF BEF)
1997 1996 1995
---------- ---------- ----------
VII Extraordinary income............................................. 74,447 12,808 20,509
A Adjustments to depreciation of and to other amounts
written off intangible and tangible fixed assets............ 491 1,652 2,043
B Adjustments to amounts written off financial fixed
assets...................................................... 551
C Adjustments to provisions for extraordinary
liabilities and charges..................................... 6,767 574 1,178
D Gains on disposal of fixed assets............................. 39,122 1,451 4,994
E Other extraordinary income.................................... NOTE 21 28,067 9,131 11,743
VIII Extraordinary charges............................................ 85,147 69,954 26,839
A Extraordinary depreciation and amounts written off
formation expenses, intangible and tangible fixed
assets...................................................... 4,077
B Amounts written off financial fixed assets.................... 6,746 33,751
C Provisions for extraordinary liabilities and charges
(Increase +, Decrease -).................................... 45,694 8,790 (8,258)
D Capital loss on disposal of fixed assets...................... 6,870 1,537 7,887
E Other extraordinary charges................................... NOTE 21 21,760 25,876 27,210
VII EXTRAORDINARY RESULTS............................................ (10,700) (57,146) (6,330)
IX PROFIT (LOSS) FOR THE PERIOD BEFORE INCOME TAXES OF THE 59,847 (181,920) 20,845
CONSOLIDATED COMPANIES...........................................
IX A Transfer from the deferred taxes............................... NOTE 22 10,837 19,731 14,640
B Provision for deferred taxes.................................. NOTE 22 (45,447) (3,857) (13,292)
X Income taxes..................................................... NOTE 22 (24,677) (12,827) (32,452)
A Taxes......................................................... (35,284) (15,057) (35,072)
B Tax adjustment and writing back of provisions for
tax........................................................... 10,607 2,230 2,620
XI PROFIT (LOSS) OF THE CONSOLIDATED COMPANIES...................... 560 (178,873) (10,259)
XIII CONSOLIDATED PROFIT (CONSOLIDATED LOSS).......................... 560 (178,873) (10,259)
XV SHARE OF THE GROUP IN THE RESULT................................. 560 (178,873) (10,259)
---------- ---------- ----------
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F-6
CASH FLOW STATEMENT
(IN THOUSANDS BEF)
NOTE 1997 1996
--------- ----------- -----------
OPERATIONS
Group result................................................... 560 (178,873)
Depreciation on assets......................................... 517,655 536,436
Depreciation on consolidation differences...................... 10,933 10,933
Written off stocks and amounts receivable...................... 3,220 8,447
Written off financial assets................................... 26 - 1 6,746 39,490
Provisions for liabilities and charges......................... 26 - 2 46,247 8,255
Transfer of investment grants as result........................ (1,833) (2,550)
Gains and losses from sales and disposals...................... (32,252) 86
Other non cash revenue......................................... (16,717) (6,767)
Deferred taxes................................................. 34,609 (17,105)
GROSS SELF-FINANCING MARGIN.................................... 569,168 398,352
VARIATION OF REQUIREMENT FOR WORKING CAPITAL................... 26 - 3 (126,785) (76,722)
Miscellaneous.................................................. 10,047 164
OPERATING CASH FLOW............................................ 452,430 321,794
INVESTMENTS
Acquisitions of intangible fixed assets........................ (3,716) (173)
Acquisitions of tangible fixed assets.......................... (190,879) (258,855)
New loans granted and guaranty payments........................ (9,507) 0
TOTAL INVESTMENT............................................... (204,102) (259,028)
Sales and disposals of intangible fixed assets................. 0 19
Sales and disposals of tangible fixed assets................... 59,925 3,514
Sales and disposals of financial assets........................ 17,766 0
Repayment of cash guarantees................................... 38,577 2,924
TOTAL DISINVESTMENT............................................ 116,268 6,457
INVESTMENT FUNDING............................................. 26 - 4 (87,834) (252,571)
FINANCING
New loans...................................................... 26 - 5 514,000 135,300
Repayments of loans............................................ 26 - 6 (793,395) (350,576)
Dividends paid out by parent company........................... 0 19,367
Government grants.............................................. 0 (53,320)
FINANCING...................................................... (279,395) (249,229)
NET VARIATION IN CASH POSITION................................. 85,201 (180,006)
Cash position at beginning of period........................... 525,060 706,382
Cash position at end of period................................. 608,724 525,060
Translation difference on cash position........................ 1,537 1,316
Variation in cash position..................................... 85,201 (180,006)
F-7
COMMENTS ON THE MAIN ITEMS IN THE BALANCE SHEET
AND THE PROFIT AND LOSS ACCOUNT
INTRODUCTION
The consolidated accounts of the Walibi Group have been prepared in
accordance with the provisions of the Royal Decree of 1 September 1986, relating
to the annual accounts and the consolidated accounts of holding companies. The
Walibi Group consolidated financial statements are also in compliance with the
norms of the International Accounting Standards Committee (IASC) accounts,
provided that this was not in conflict with the Belgian accounting legislation
in force.
It should be borne in mind that the accounts of the companies included
within the scope of the consolidation are adjusted in order to make them
homogeneous and consistent with the rules of the Group and to the provisions
mentioned above.
CRITERIA USED FOR THE DETERMINATION OF THE CONSOLIDATION METHOD
All the companies of which Walibi S.A. holds sole control are subject to
full consolidation. Companies of negligible importance are excluded.
COMPANIES SUBJECT TO FULL INTEGRATION
PROPORTION
NAME ACTIVITY REGISTERED OFFICE VAT REG. NO. OF CAPITAL
- ---------------------- ------------------ ----------------------------------- ---------------- ------------
Mini-Europe S.A. Mini Europe Av. du Football 1 - 1020 Brussels BE 429.551.335 99.89%
Gespark S.A. Rue J. Deschamps 9 - 1300 Wavre BE 414.127.444 99.98%
S.P.A.H. S.A Oceade Av. du Football 3 - 1020 Brussels BE 434.211.293 99.99%
Immoflor N.V. D. Martensstraat 22 - 8000 Brugge BE 425.080.328 99.99%
Bellewaerde
Park N.V. Bellewaerde Meenseweg 497 - 8902 Ieper BE 439.050.308 100.00%
Cofilo S.A.R.L. Voie Romaine - 57210 Maizieres les 99.80%
Metz (France) FR 563.839.265.32
Avenir Land S.A. Walibi Rhone-Alpes Le Grand Marais, 38630 Les 99.78%
Avenieres (France) FR 353.112.850.68
Parc Lorrain S.A. Walibi Schtroumpf Voie Romaine - 57210 Maizieres les 99.68%
Metz (France) FR 603.810.784.84
Parc Agen S.A. Walibi Aquitaine 47310 Roquefort (France) FR 903.824.445.45 99.20%
Flevo Attractiepark Walibi Flevo Postbus 40 - AA 8250 Dronten 99.89%
B.V. (Nederland) NL 994.562.3B.01
Immoflor and Cofilo are holding companies, the former holding N.V.
Bellewaerde Park and the latter S.A. Avenir Land, Parc Lorrain and Parc Agen.
Gespark is a dormant company.
ASSOCIATED COMPANIES NOT INCLUDED IN THE CONSOLIDATION
EQUITY IN RESULT IN
THOUSANDS OF THOUSANDS OF PROPORTION OF
NAME AND REGISTERED OFFICE VAT REG. NO. BEF 31.12.96 BEF 31.12.96 CAPITAL
- -------------------------------------- ----------------- ------------ ------------ ---------------------
Historium S.A.
Av. F. Roosevelt 164 - 1050 Brussels BE 426.079.230 (9,198) (2,900) 50.5%
Historium S.A. has no business activities, and is therefore not included in
the consolidation.
F-8
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
BALANCE SHEET ACCOUNT
(1) STATEMENT OF FORMATION EXPENSES (IN THOUSANDS OF BEF)
AMOUNTS 1997 1996
- ----------------------------------------------------------------------------------------------- --------- ---------
Net book value at the end of the previous period............................................... 13,770 19,278
Changes during the period:
Additions (+)................................................................................ 3,622
Depreciation (-)............................................................................. (9,833) (5,508)
Net book value at the end of the period...................................................... 7,559 13,770
Of which expenses for incorporation and increasing the capital, loan issue expenses and other
formation costs.............................................................................. 7,559 13,770
This item includes the charges relating to the issue of the debenture loan.
The formation expenses are depreciated over the period of the loan.
(2) STATEMENT OF INTANGIBLE ASSETS (IN THOUSANDS OF BEF)
CONCESSIONS,
PATENTS,
LICENCES, ETC... GOODWILL TOTAL
---------------- ----------- ---------
a) ACQUISITION COST
At the end of the previous period:........................................ 56,439 6,586 63,025
Changes during the period:
Acquisitions, including own work capitalised............................ 92 92
Sales and disposals..................................................... (67) (67)
Translation difference.................................................. 124 (18) 106
At the end of the period.................................................. 56,588 6,568 63,156
c) DEPRECIATION AND AMOUNTS WRITTEN OFF
At the end of the previous period:........................................ (47,406) (5,271) (52,677)
Changes during the period:
Recorded................................................................ (5,807) (1,315) (7,122)
Reversals............................................................... 64 64
Translation differences................................................. (89) 18 (71)
At the end of the period.................................................. (53,238) (6,568) (59,806)
d) NET BOOK VALUE AT THE END OF THE YEAR................................... 3,350 0 3,350
The intangible assets are mainly due to the purchase of the business capital
of independent operators previously working with the Walibi Flevo and
Bellewaerde parks. They are depreciated over a period not exceeding 5 years.
F-9
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(3) STATEMENT OF POSITIVE CONSOLIDATION DIFFERENCES (IN THOUSANDS OF BEF)
1997 1996
--------- ---------
At the end of the previous period............................................................ 45,718 56,651
Depreciation................................................................................. (10,933) (10,933)
At the end of the period..................................................................... 34,785 45,718
Positive consolidation differences arise from the inclusion in the
consolidation of participation in N.V. Bellewaerde Park and S.A. Mini Europe.
The changes during the financial year are due to depreciation of 10% per year of
the initial value.
(4) STATEMENT OF TANGIBLE FIXED ASSETS (IN THOUSANDS OF BEF)
PLANT, LEASING ASSETS UNDER
LAND MACHINERY FURNITURE AND OTHER OTHER CONSTRUCTION
AND AND AND SIMILAR FIXED AND ADVANCE
BUILDINGS EQUIPMENT VEHICLES RIGHTS ASSETS PAYMENTS
----------- ----------- ----------- ----------- --------- -------------
a) ACQUISITION COST
At the end of the previous period.. 3,019,168 3,803,311 423,721 151,269 110,813 8,556
Acquisitions, including own work 28,705 112,410 12,585 11,288 25,891
capitalised.......................
Sales and disposals................ (29,081) (28,431) (3,595) (268) (20)
Transfers from one heading to 260 3,229 1,270 (4,759)
another...........................
Translation differences............ 5,984 4,585 98 369 56
At the end of the period........... 3,025,036 3,895,104 434,079 151,269 122,202 29,724
b) REVALUATION SURPLUSES
At the end of the previous period.. 16,549
At the end of the period........... 0 16,549 0 0 0 0
c) DEPRECIATION AND AMOUNTS WRITTEN (990,876) (2,249,030) (359,199) (146,954) (60,492) 0
OFF ..............................
At the end of the previous period
Depreciation and amounts written (157,078) (299,660) (21,858) (4,092) (18,012)
off recorded......................
Depreciation and amounts written 20,823 9,353 3,427 119
off reversed......................
Depreciation and amounts written (2,495) (3,889) (131) (231)
off transferred ..................
Translation differences
At the end of the period........... (1,129,626) (2,543,226) (377,761) (151,046) (78,616) 0
d) NET BOOK VALUE AT THE END OF THE 1,895,410 1,368,427 56,318 223 43,586 29,724
PERIOD............................
Acquisitions include investments for the 1997 season as also the investments
for the 1998 season included in the "assets under construction" account.
F-10
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(4) STATEMENT OF TANGIBLE FIXED ASSETS (IN THOUSANDS OF BEF) (CONTINUED)
Modifications to fixed assets for the 1997 and 1996 financial years can be
summarised as follows:
1997 1996
---------- ----------
Acquisitions.................................................................... 190,879 258,855
Net sales and disposals......................................................... (27,673) (3,600)
Depreciation during the financial year.......................................... (500,700) (523,772)
Translation difference.......................................................... 4,346 15,091
Net variation................................................................... (333,148) (253,426)
The main acquisitions over 1997 were equally split between the biggest Parks
and are composed of improvement of the infrastructure and of purchase of leased
attractions.
(5) STATEMENT OF FINANCIAL ASSETS (IN THOUSANDS OF BEF)
OTHER OTHER
COMPANIES COMPANIES
1997 1996
----------- -----------
1. PARTICIPATION AND OTHER INVESTMENTS
a) ACQUISITION COST
At the end of the previous period.................................................... 70,708 69,723
Sales and disposals................................................................ (58,669)
Translation differences............................................................ 201 985
At the end of the period............................................................. 12,240 70,708
c) AMOUNTS WRITTEN OFF
At the end of the previous period.................................................... (46,281) (12,240)
Recorded........................................................................... (6,746) (33,751)
Reversals due to sales and disposals............................................... 40,903
Translation differences............................................................ (116) (290)
At the end of the period............................................................. (12,240) (46,281)
e) NET BOOK VALUE AT THE END OF THE PERIOD.............................................. 0 24,427
2. LOANS TO OTHER COMPANIES
Value at the end of the previous period.............................................. 39,383 48,124
Additions--Acquisitions............................................................ 9,507 1,300
Repayments/disposals............................................................... (38,577) (4,224)
Translation differences............................................................ 94 488
Other changes...................................................................... 0 (6,305)
Value at the end of the period....................................................... 10,407 39,383
The disposal of financial asset is related to the disposal of the
participation held in S.A.R.L. Babyland Amiland. The amount receivable after
more than one year mainly consists of deposits paid to guarantee equipment held
on a leasing basis.
F-11
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(6) STOCKS
Stocks mainly consist of goods for the "souvenir" shops.
(7) AMOUNTS RECEIVABLE WITHIN ONE YEAR
Commercial debts arise from invoicing of admission tickets and various
rentals. Other amount receivable concern amounts of VAT or withholding tax to be
received, compensation for insurance claims and prepayments that will be
refunded within year. These amounts receivable increase as a consequence of some
prepayments made for 1998 capital expenditures.
(8) SHORT-TERM INVESTMENTS, CASH IN HAND AND AT BANK
Short-term investments cash in hand and at bank are quasi-liquid. They are
increasing over 1997 as a consequence of a higher cash flow achieved during the
year, combined with lower investment expenditures.
(9) DEFERRED CHARGES AND ACCRUED INCOME
These accounts mainly consist of the invoicing of charges in 1997 which
relate to the 1998 financial year.
(10) STATEMENT OF THE RESERVES (IN THOUSANDS OF BEF)
The variation in reserves is explained in the following table (see also
introduction):
1997 1996
---------- ----------
At the end of the previous period............................................... (123,975) 53,795
Changes:
Result for the period......................................................... 560 (178,873)
Transfers from revaluation surpluses.......................................... 1,103 1,103
At the end of the period........................................................ (122,312) (123,975)
(11) TRANSLATION DIFFERENCES
The fluctuation in translation differences is explained hereafter:
1997 1996
---------- ----------
At the end of the previous period............................................... (7,953) (21,467)
Conversion differences
on net assets of the consolidated companies................................... 1,113 4,459
on long term intragroup monetary assets and liabilities....................... 12,335 9,315
on conversion of balance sheets and profit and loss accounts.................. 320 (260)
At the end of the period........................................................ 5,815 (7,953)
F-12
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(12) INVESTMENT GRANTS
The reduction in capital grants results from posting them as revenues pro
rata with depreciation on the investments concerned.
(13) PROVISIONS FOR PENSION
The provision for pensions covers the future cost of staff early
retirements.
(14) PROVISIONS FOR DIFFERED TAXES
The provision for deferred taxes takes into account the future tax debt
associated with differences in the financial and tax accounting processing. The
main difference is due to the diverse depreciation policies employed for company
accounts and consolidated accounts.
(15) STATEMENT OF DEBTS (IN THOUSANDS OF BEF)
Our debts are shown in the table below:
1 TO 5
WITHIN 1 YEAR YEARS MORE THAN 5 YEARS TOTAL
------------- ----------- ----------------- ----------
A. Breakdown of debts originally due in more
than one year by their residual period
Financial debts
1. Subordinated loans................... 0 628,285 0 628,285
3. Leasing and other similar
obligations.......................... 90 238 0 328
4. Credit establishments................ 302,628 1,165,282 79,062 1,546,972
5. Other loans.......................... 600 0 600
Total as of 31.12.97.................. 302,718 1,794,405 79,062 2,176,185
Comparative figures as of 31.12.96.... 275,340 2,019,295 159,874 2,454,509
1997 1996
----------------- ----------
B. Debts for which a real guarantee has been
formed or irrevocably pledged against the
assets of the consolidated company
Financial debts
4. Credit institutions.................. 1,246,930 1,116,772
Total................................. 1,246,930 1,116,772
The amount of BEF 628 million shown in the item for subordinated loans
represents the outstanding debenture loan issued in 1992 and which is due to be
repaid on 30 June 1999. A first BEF 402 million has been purchased in stock
exchange during 1997 financial year and was financed by bank loans in order to
extend the repayment period and benefit from interesting market rates.
F-13
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(15) STATEMENT OF DEBTS (IN THOUSANDS OF BEF) (CONTINUED)
Loans taken out with leading Belgian and foreign financial institutions are
repayable within an average period of 5 years. Changes during the financial year
stem from the reimbursement of amounts due, the reimbursement of a debt for an
amount of BEF 114 million and replacing it with a new loan for the same amount
and the financing of the debenture loan purchase mentioned here above.
A summary of debts (originally falling due in more than one year) are
presented by currency in the table below:
FINANCIAL DEBTS (BEF THOUSANDS) ON
CURRENCY 31.12.97 COMPARATIVE FIGURES ON 31.12.96
- ------------------- ---------------------------------------- ----------------------------------------
BEF................ 1,904,502 88% 2,119,154 86%
FRF................ 31,263 1% 54,501 2%
NLG................ 240,420 11% 280,854 12%
---------- ---------- ---------- ----------
2,176,185 100% 2,454,509 100%
The structure of interest rates on 31.12.97 is presented below:
WEIGHTED
VARIABLE INTEREST
RATES FIXED RATES TOTAL RATES
------------- ----------- ---------- ----------
Subordinated loans.................................. 628,285 628,285 6.75%
Credit institutions................................. 613,430 933,542 1,546,972 5.41%
------------- ----------- ----------
Total........................................... 613,430 1,561,827 2,175,257
TOTAL (%)....................................... 28% 72% 100%
(16) AMOUNTS PAYABLE WITHIN ONE YEAR
Because of the very favourable short-term interest rates, the Group
continued to use of this form of financing in 1997.
(17) DEFERRED INCOME AND ACCRUED CHARGES
The major part of the amount under this item is due to interest charges
noted in advance and in particular, relating to the debenture loan.
PROFIT AND LOSS ACCOUNT
(18) SALES AND SERVICES (IN THOUSANDS OF BEF)
Sales and services remained stable in 1997 compared with those of 1996.
F-14
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(18) SALES AND SERVICES (IN THOUSANDS OF BEF) (CONTINUED)
As the table below shows, a fall in turnover in The Netherlands was
compensated by an increase on the French market.
FLUCTUATION 1997 1996
------------ ---------- ----------
Breakdown of net turnover by geographical market
Belgium.................................................. -0.5% 1,378,556 1,385,705
France................................................... +5.2% 791,682 752,115
The Netherlands.......................................... -12.3% 318,300 363,054
------ ---------- ----------
Total.................................................. 0.5% 2,488,538 2,500,874
Consolidated turnover comes from sales of entrance tickets to the parks
(65%), catering (24%), "souvenir" shops and games (7%) and other services
provided (4%).
(19) COSTS OF SALES AND SERVICES (IN THOUSANDS OF BEF)
1997 1996
--------- ---------
Wage costs are broken down as follows:
a. Salaries and direct social benefits...................... 537,445 590,901
b. Employer's social security contributions................. 150,141 150,738
c. Other staff costs........................................ 25,504 21,857
e. Pensions................................................. 1,940 1,961
--------- ---------
Total.......................................................... 715,030 765,457
Average number of staff
Manual workers............................................... 337 344
Clerical workers............................................. 324 348
(20) FINANCIAL RESULTS
The improvement in the financial results is due to the decrease in long-term
indebtedness partially refinanced by short-term debt for which rates are
currently more favourable.
F-15
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(21) EXTRAORDINARY RESULTS (IN THOUSANDS OF BEF)
Extraordinary items improved by BEF 46 million. This is mainly explained by
the increase of the extraordinary profits composed of gain on disposal of fixed
assets. These extraordinary profit compensate the allowance for provision for
risk and charges.
EXTRAORDINARY INCOME 1997 1996
- ----------------------------------------------------------------------------------------------- --------- ---------
1. Breakdown of other extraordinary income if they are large amounts
Various adjustments.......................................................................... 7,321 2,945
Compensation received........................................................................ 13,748 2,521
Other........................................................................................ 6,998 3,665
EXTRAORDINARY CHARGES 1997 1996
- ----------------------------------------------------------------------------------------------- --------- ---------
2. Breakdown of other extraordinary charges if they are large amounts
Extraordinary write off..................................................................... 0 12,044
VAT adjustment.............................................................................. 2,741 4,409
Various adjustments......................................................................... 8,224 4,313
Severance pay............................................................................... 1,380 5,110
Extraordinary exchange differences.......................................................... 9,415 0
(22) TAXATION (IN THOUSANDS OF BEF)
Tax costs for the financial year can be broken down as follows:
1997 1996
--------- ---------
Taxes on earnings
1. Taxes on earnings for the financial year
a) Taxes and deductions due or paid..................................................... (18,162) (3,760)
b) Excess payments of taxes and deductions posted as assets............................. 0 1,886
c) Estimated additional taxes........................................................... (2,360) 0
2. Taxes on earnings for previous financial years
a) Additional taxes due or paid......................................................... (14,762) (183)
b) Provisions........................................................................... 0 (13,000)
Tax adjustments.............................................................................. 10,607 2,230
Deferred taxes
1. Deductions on deferred taxes............................................................ 10,837 19,731
2. Provisions for deferred taxes........................................................... (45,447) (3,857)
Total taxes (+ earnings, - costs)............................................................ (59,287) 3,047
Including Current and deferred taxes on current earnings..................................... (55,132) 14,000
Taxes on extraordinary earnings and tax adjustments.................................. (4,155) (10,953)
F-16
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(23) OFF BALANCE SHEET RIGHTS AND OBLIGATIONS (IN THOUSANDS OF BEF)
TO GUARANTEE THE DEBTS AND OBLIGATIONS 1997 1996
- ---------------------------------------------------------------------------------------- ---------- ----------
A2. Real guaranteed or irrevocable pledges against their assets by companies included in
the consolidation Mortgages:
Book value of properties mortgaged................................................ 659,397 760,469
Amount of mortgage................................................................ 1,174,630 1,486,504
Pledges against other assets........................................................ 172,776 170,000
Pledges against the business capital
Amount of the pledge................................................................ 868,490 834,422
OTHERS SIGNIFICANT RIGHTS AND COMMITMENTS 1997 1996
- -------------------------------------------------------------------------------------------- --------- ---------
Disputed taxes (Fixed quota of foreign taxes and variable loans to subsidiaries)........ 106,824 100,228
Forward currency purchases.............................................................. 0 4,795
(24) FINANCIAL RELATIONSHIPS WITH GROUP COMPANIES NOT INCLUDED IN THE
CONSOLIDATION (IN THOUSANDS OF BEF)
1997 1996
---------- ----------
1. Amount of participating interest....................................................... 0 24,427
2. Amounts receivable: within one year.................................................... 1,750 0
(25) FINANCIAL RELATIONSHIPS WITH DIRECTORS AND MANAGERS (IN THOUSANDS OF BEF)
1997 1996
---------- ----------
A. Direct and indirect remuneration and pensions paid during the period to directors and
managers................................................................................ 5,493 11,703
(26) COMMENTS ON THE CONSOLIDATED CASH FLOW STATEMENT (IN THOUSANDS OF BEF)
1. Written off financial assets:
The reductions in value for 1997 concern an additional write off of the
participation in the company Babyland Amiland (BEF 34 million) before its
disposal at the end of the financial year.
2. Allowance for provisions for liabilities and charges are mainly related to
disputed taxes.
3. Variation of requirement for working capital:
The change in operating funds requirements in 1997 (BEF 127 million) is due
to the prepayments made in 1997 for 1998 capital expenditures.
4. Investments funding:
Total Group investment costs are in line with the budget approved for 1997.
5. New loans:
New loans contracted by the Group correspond to the refinancing of a portion
of the debenture loan (BEF 400 million) and of a bank loan (BEF 114
million).
6. Repayments of loans:
Debt repayments include the reimbursement of debts maturing during the year
and the reimbursement of the loans mentioned above.
F-17
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
VALUATION RULES
1. FORMATION EXPENSES
The expenses for formation and increasing the capital are depreciated 100 %
during the financial year in which they are incurred. The costs of issuing
subordinated debentures with subscription rights are being depreciated over the
7-year period of the loan.
2. INTANGIBLE ASSETS
Intangible assets are depreciated over a period not exceeding 5 years.
3. CONSOLIDATION DIFFERENCES
Consolidation differences are determined at the time of acquisition of the
participation. Positive consolidation differences, which remain after any
charging of assets and liabilities of subsidiaries, are subject to depreciation
in the consolidated profit and loss account, according to a plan decided on a
case by case basis by the Board of Directors:
RATE
-----------
Consolidation difference on Bellewaerde Park N.V.............................................. 10%
Consolidation difference on Gespark S.A....................................................... 20%
Consolidation difference on Mini-Europe S.A................................................... 10%
The depreciation of the positive consolidation differences over a period
greater than 5 years is justified by strategic long-term effects for the Group.
4. FIXED ASSETS
Fixed assets are shown on the balance sheet at their acquisition cost. The
acquisition cost includes the accessory charges. Fixed assets are subject to
straight-line depreciation at the following annual rates (recalculation occurs
where the rules used by individual companies are different):
RATE
-----------
Buildings..................................................................................... 5%
New attractions:
prior to 31/12/93........................................................................... 10%
since 31/12/93.............................................................................. 6.67%
Second-hand attractions: depending on the residual life
Technical equipment........................................................................... 33.30%
Computer equipment............................................................................ 33.30%
Furniture..................................................................................... 20%
Office equipment.............................................................................. 33.0%
Vehicles...................................................................................... 25.0%
Works of art.................................................................................. 0.00%
Assets under construction..................................................................... 0.00%
F-18
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
5. FINANCIAL ASSETS (OTHER COMPANIES)
These are valued at their acquisition or intake cost, after deduction of any
writing-down of their value as a result of their intrinsic value, viability or
future prospects in the company concerned. The amount receivable and cash
guarantees are recorded at their nominal value.
6. STOCKS
The goods are valued at their acquisition cost using the FIFO method.
7. AMOUNTS RECEIVABLE WITHIN ONE YEAR AND OVER ONE YEAR
These are recorded at their nominal value, and are written-down if it
becomes uncertain or doubtful that they can be recovered at the due date.
8. SHORT-TERM INVESTMENTS
Short-term deposits in Belgian francs are recorded at their nominal value.
As for investments in foreign currencies, they are valued at the exchange rate
of the last day of the financial year. Other short-term investments are recorded
at their nominal value. The value of shares is also written-down if their
inventory value is lower than their book value.
9. CASH IN HAND AND AT BANK
Cash in hand and at bank are recorded at their nominal value. If they are
expressed in foreign currency, they are then converted into Belgian francs at
the rate of the last day of the financial year.
10. DEFERRED CHARGES
Maintenance charges relating to the preparation of the next season are
carried forward to the next financial year.
11. GROUP RESERVES
The Group reserves include the legal and untaxed reserves, reserves
available and unavailable for distribution and the profit brought forward of the
various companies in the Group. They also include the consolidation results.
Translation differences on the capital and reserves of subsidiaries whose
accounts are kept in foreign currency are shown in a separate heading in the
capital and reserves.
12. INTERESTS HELD BY THIRD PARTIES
They are included in the consolidated reserves and in the Group result
because they are insignificant.
13. PROVISION FOR LIABILITIES AND CHARGES
These provisions cannot be used to correct items shown on the assets side of
the balance sheet. They cover a clearly defined, probable loss or charge.
F-19
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
14. DEFERRED TAXATION
Provision is made for latent taxation for all of the temporary differences
between the consolidated result and the fiscal result, using the liability
method that takes into account variations in future tax debts.
15. DEBTS
Debts are recorded at their nominal value on the last day of the period.
16. SPONSORSHIP CONTRACTS
Revenues from sponsorship contracts are shown in the profit and loss
accounts as linear over the duration of the contracts.
17. TRANSLATION RULES FOR ASSETS AND LIABILITIES IN FOREIGN CURRENCY
(1) Creditors, debtors, short-term investments and cash in hand and at bank in
foreign currencies are expressed on the balance sheet at the rate of the
last day of the period.
(2) The translation differences recorded on amount receivable within one year,
debts, cash in hand and at bank and short-term investments are shown in the
profit and loss account:
- in the item "Other financial income" if the differences are favourable
- in the item "Other financial charges" if the differences are unfavourable.
18. METHOD AND BASIS FOR TRANSLATION OF FINANCIAL STATEMENTS FROM FOREIGN
SUBSIDIARIES
All the assets and liabilities of subsidiaries located outside Belgium are
expressed in Belgian francs on the basis of the rate of exchange at the end of
the financial year.
The rates used in the consolidation of these accounts for 1997 and 1996 are
as follows
31.12.97: FRF 1 = BEF 6,1650 NLG 1 = BEF 18.3150
31.12.96: FRF 1 = BEF 6,1120 NLG 1 = BEF 18.3660
The profit and loss accounts of subsidiaries have been converted on the
basis of the average exchange rate for the period. The average rates used were
as follows:
31.12.97: FRF 1 = BEF 6,1330 NLG 1 = BEF 18.3310
31.12.96: FRF 1 = BEF 6,0600 NLG 1 = BEF 18.3650
The effect of exchange rate fluctuations on the net assets of the
subsidiaries and, starting from the 1994 financial year, on the long-term
intragroup monetary assets and liabilities which are in substance of the same
nature as the acquisition of a participation are shown directly in the
Translation differences(2) without affecting the consolidated result. The impact
of a discrepancy between the rate used for the translation of balance sheets and
profit and loss accounts of subsidiaries is also included in the Translation
differences(2) on the liability side of the balance sheet.
19. GOVERNMENT GRANTS
Capital grants are posted when they are granted and included in the results
at the same rhythm as the depreciation of the assets for which they were
obtained. In compliance with Belgian accounting law, they
F-20
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
are posted under a separate liability heading and must be considered as deferred
income under IAS accounting rules.
(27) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN BELGIAN AND U.S. GENERALLY
ACCEPTED ACCOUNTING PRINICIPLES.
The consolidated financial statements of Walibi S.A. have been prepared in
accordance with generally accepted accounting principles in Belgium (Belgian
"GAAP") and are also in compliance with the norms of the International
Accounting Standards Committee (IASC) provided that this was not in conflict
with the Belgian GAAP.
The accounting priniciples differ in certain material respects from United
States generally accepted accounting principles in the United States (U.S.
GAAP).
Following is a summary of the principle differences between Belgian GAAP and
U.S. GAAP that are significant to the Company's consolidated financial
statements. The effects on the Company's net income and shareholders' equity of
applying the significant differences between Belgian GAAP and U.S. GAAP are
summarized in the tabular reconciliation set out below:
(I) DEFERRED TAXES
Belgian and International Accounting standards do not require a deferred tax
asset pertaining to temporary differences that give rise to deferred tax assets
unless there is a reasonable expectation of realization. FAS 109, Accounting for
income taxes, requires deferred taxes to be provided on a full liability basis.
A valuation allowance should be established for deferred tax assets when it is
more likely than not that some portion of all the deferred tax asset wil not be
realized.
(II) INTANGIBLE ASSETS
Belgian Accounting principles require intangible assets and cost of goodwill
at acquisition to be recognized as expense by amortizing it over a period not
exceeding 5 years. Under U.S. GAAP, separately identifiable intangible assets
are amortized over their estimated useful lives of 25 years.
(III) NEGATIVE GOODWILL AT ACQUISITION
Belgian Accounting principles require negative goodwill at acquisition to be
recorded in a separate line under Equity. Accounting Principles Board Opinion
No. 16, Business Combination, requires negative goodwill at acquisition to be
first amortized to non current assets and then to be recorded as deferred income
and amortized systematically to income over the period estimated to be
benefitted, but not in excess of 40 years.
(IV) CAPITAL GRANT
For both Belgian GAAP and U.S. GAAP, grants are recognized as income over
the periods necessary to match them with the assets to which they relate. For
Belgian GAAP, capital grants are credited directly to a separate line under
Equity whereas for U.S. GAAP, capital grants are deducted in determining the
carrying amount of the related assets.
F-21
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(27) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN BELGIAN AND U.S. GENERALLY
ACCEPTED ACCOUNTING PRINICIPLES. (CONTINUED)
(V) REVALUATION SURPLUS
International Accounting Standards (IAS 16) and Belgian GAAP permit
property to be revalued periodically and carried at fair value subsequent to
initial recognition. Revaluation increases are credited directly to equity as
revaluation surpluses. Under U.S. GAAP, revaluation surpluses are not allowed
except in certain respects in business combinations.
(VI) RETIREMENT BENEFIT COSTS
Under Belgian GAAP, contributions to the relevant government agencies in
accordance with local requirements are expensed as incurred. Under U.S. GAAP,
pension expense is based upon a specified actuarial methodology with amounts
reflected in the income statement systematically over the working lives of the
employees covered by the plan. Other postretirement benefits are accrued over
the life of an employee's working career with the expense recognized consisting
of a number of components involving actuarial assumptions.
(VII) MAINTENANCE DEFERRALS
Preventive maintenance costs incurred after the end of the season and
related to following season are deferred. Under U.S. GAAP, the cost of
maintenance is recognized as expenses in the period incurred.
RECONCILIATION OF CONSOLIDATED PROFIT AND LOSS ACCOUNTS 1996 1997
------------------------------------------------------------------------------ ------------- ------------
SHARE OF THE GROUP IN THE RESULT AS REPORTED IN THE CONSOLIDATED STATEMENT OF
PROFIT AND LOSS IN ACCORDANCE WITH THE BELGIAN GAAP: (178,873) 560
Adjustments required for U.S. GAAP reporting purposes:
(i) Recognition of changes in deferred income tax assets on temporary differences
exisiting but not recognized under Belgian and IAS GAAP basis............... 22,538 (25,727)
(ii) Recognition of changes in amortization of intangible fixed assets............. 4,635 4,592
(iii) Recognition of negative goodwill at acquisition as deferred income............ 449 449
(v) Elimination of revaluation surplus............................................ 1,103 1,103
(vii) Maintenance costs to be expected as incurred.................................. 1,500 2,700
(viii) Recogniton of deferred tax income on (ii) and (vii) above..................... (2,464) (2,929)
Net income (loss) in accordance with U.S. GAAP................................ (151,113) (19,252)
F-22
WALIBI GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 1996 AND 1997
(ALL AMOUNTS IN THOUSANDS OF BELGIAN FRANCS, UNLESS OTHERWISE INDICATED)
(27) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN BELGIAN AND U.S. GENERALLY
ACCEPTED ACCOUNTING PRINICIPLES. (CONTINUED)
AS OF AS OF
DECEMBER 31, DECEMBER 31,
RECONCILLIATION OF SHAREHOLDERS' EQUITY 1996 1997
------------------------------------------------------------------------------ ------------- ------------
SHAREHOLDERS' EQUITY IN ACCORDANCE WITH BELGIAN GAAP.......................... 1,075,971 1,088,466
Adjustments required for U.S. GAAP reporting purposes:
(i) Recognition of changes in deferred income tax assets on temporary differences
existing but not recognized under Belgian IAS GAAP basis.................... 146,265 120,538
(ii) Recognition of changes in amortization of intangible fixed assets............. 39,837 44,429
(iii) Recognition of negative goodwill at acquisition as deferred income............ (8,771) (8,322)
(iv) Recognition of capital grant as a deferred income............................. (11,147) (9,314)
(v) Elimination of revaluation surplus............................................ (15,447) (14,344)
(vi) Retirement Benefit costs...................................................... (15,000) (15,000)
(vii) Maintenance costs to be expensed as incurred.................................. (13,500) (10,800)
(viii) Recognition of deferred tax income on (ii) and (x) above...................... (10,580) (13,509)
SHAREHOLDERS' EQUITY IN ACCORDANCE WITH U.S. GAAP............................. 1,187,628 1,182,144
BELGIAN GAAP U.S. GAAP
STATEMENT OF CHANGES IN EQUITY BEF "000" BEF "000"
------------------------------------------------------------------------------ ------------- ------------
SHAREHOLDERS' EQUITY AS OF DECEMBER 31, 1996.................................. 1,075,971 1,187,628
Net income for the year ending December 31, 1997.............................. 560 (19,252)
Translation difference........................................................ 13,768 13,768
Capital Grant disclosed as a separate component of equity under Belgian GAAP
and amortized to income over the assets useful life......................... (1,833) N/A
SHAREHOLDERS' EQUITY AS OF DECEMBER 31, 1997.................................. 1,088,466 1,182,144
F-23
The Depositary for the Exchange Offer is:
Bank Brussels Lambert SA (Capital Markets Support)
By Mail: Facsimile Transmission: By Hand or
Avenue Marnix 24 011-322-547-36-86 Overnight Courier:
1000 Brussels-Belgium Confirm by Telephone: Avenue Marnix 24
011-322-547-23-66 1000 Brussels-Belgium
By Telex:
24444 BBF Fin B
------------------------
Questions or requests for assistance may be directed to the Depositary at
its addresses and telephone numbers listed above. Additional copies of this
Prospectus/Offer to Purchase or the Acceptance Form enclosed herewith may be
obtained from the Depositary. A stockholder may also contact brokers, dealers,
commercial banks or trust companies for assistance concerning the Exchange
Offer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: March 23, 1998
By: /s/ James F. Dannhauser
----------------------------------
James F. Dannhauser
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
4.1. Amended and Restated Rights Agreement between Premier Parks
Inc. and Bank One Trust Company, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit B the form of Right
Certificate and as Exhibit C the form of Amended and Restated
Certificate of Designations.
*10.1 Stock Purchase Agreement dated as of December 15, 1997, between
the Registrant and Centrag S.A., Karaba N.V. and Westkoi N.V.
- ------------------
* Previously filed.