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mobilezone holding ag Annual report 2002

mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment

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Page 1: mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment

m o b i l e z o n e h o l d i n g a g A n n u a l r e p o r t

2002

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Credits

Copy: mobilezone holding ag

Editing: Christoph Zurfluh, Muri AG

Design: AfIT, Buergi & Partner, Oberglatt ZH

Photos: Marcel Studer, Zürich ; Archives mobilezone

Printing: Druckerei Horisberger, Regensdorf ZH

Data: Current press and publications

information is available in the

Web at www.mobilezone.ch

Link to mobilezone holding ag

Translated from

the original German

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2002

Annual report 2002 mobilezone holding ag 29

m o b i l e z o n e h o l d i n g a g F i n a n c i a l r e p o r t

Group financial statements

Consolidated income statement 30

Consolidated balance sheet 31

Consolidated cash flow statement 32

Consolidated statement of changes in equity 33

Segment information 34

Notes to the consolidated financial statements 36

Report of the Group auditors 57

mobilezone holding ag Annual report

Income statement 58

Balance sheet 59

Notes to the financial statements 60

Report of the Statutory auditors 62

Company addresses 64

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for the year ended December 31 2002 2001

( in CHF 000) Notes

Revenues 348,680 239,596

Sales deductions including VAT – 28,878 – 15,146

Net sales 1 319,802 224,450

Other operating income 1,555 0

Cost of materials and merchandise – 254,423 – 180,821

Personnel costs 2 – 36,464 – 19,441

Other operating costs 3 – 18,823 – 10,676

Operating profit before depreciation & amortization (EBITDA) 11,647 13,512

Depreciation of property, plant and equipment 6 – 3,150 – 1,998

Amortization of intangible assets 8 – 718 – 322

Impairment of intangible assets 8 – 27,127 – 1,853

Operating loss /profit (EBIT) – 19,348 9,339

Share of the result of associated companies 7 – 41 0

Other financial expenses 4 – 2,017 – 492

Financial income 332 81

Loss /profit before income taxes – 21,074 8,928

Income tax expense 5 – 3,341 – 2,988

Net loss /profit for the year – 24,415 5,940

( in CHF ) ( in CHF )

Earnings per share – basic 14 – 0.70 0.20

Earnings per share – diluted 14 – 0.70 0.20

m o b i l e z o n e G r o u p C o n s o l i d a t e d i n c o m e s t a t e m e n t

30 Annual report 2002 mobilezone holding ag

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as of December 31 2002 2001

( in CHF 000) Notes

ASSETS

Land and buildings 6 4,843 0

Other property, plant and equipment 6 9,429 6,775

Investments in associated companies 7 458 579

Intangible assets 8 2,100 939

Other financial assets 9 1,183 72

Non-current assets 18,013 8,365

Inventories 10 24,746 16,465

Trade accounts receivable 11 28,864 26,978

Other accounts receivable 12 7,843 7,738

Cash & cash equivalents 13 11,173 16,541

Current assets 72,626 67,722

Total assets 90,639 76,087

LIABILITIES AND SHAREHOLDERS’ EQUITY

Share capital 14 3,560 3,350

Additional paid-in capital ( share premium) 21,317 13,898

Accumulated deficits / retained earnings – 7,716 16,749

Shareholders’ equity 17,161 33,997

Bank loans 15 1,767 0

Shareholder loans 15 7,000 5,000

Financial lease liabilities 15 6,200 0

Deferred tax liabilities 5 1,938 201

Advances received 1,599 1,746

Provisions 16 829 900

Non-current liabilities 19,333 7,847

Bank loans 15 3,463 0

Finance lease liabilities 15 124 0

Trade accounts payable 44,495 30,856

Current tax liabilities 825 1,058

Other current liabilities 17 5,238 2,329

Current liabilities 54,145 34,243

Total liabilities and shareholders’ equity 90,639 76,087

m o b i l e z o n e G r o u p C o n s o l i d a t e d b a l a n c e s h e e t

Annual report 2002 mobilezone holding ag 31

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for the year ended December 31 2002 2001

( in CHF 000)

Loss / profit before income tax – 21,074 8,928 Interest income and expenses, net 1,757 411

Depreciation & amortization (incl. impairment) 30,995 4,173

Gain on sale of property, plant & equipment – 7 – 7

Changes in provisions, net – 293 – 2,700

Changes in allowances, net 638 – 1,338

Other (income) expenses 41 – 201

12,057 9,266 Changes in

trade accounts receivable – 2,228 – 7,617

other accounts receivable 366 5,643

inventories – 4,006 9,556

trade accounts payable 5,247 4,179

other current liabilities 669 – 7,092

Income taxes paid – 1,943 – 2,115

Net cash provided by operating activities 10,162 11,820

Acquisitions of

property, plant & equipment – 4,131 – 2,487

investments in associated companies 0 – 579

intangible assets – 1,897 – 157

other financial assets – 1,111 0

Proceeds from disposals of

property, plant & equipment 39 293

investments in associated companies 80 0

intangible assets 38 0

other financial assets 0 51

Cash flow relating to acquisitions of subsidiaries, net 1 – 10,273 4,007

Interest received 40 81

Net cash (used in / ) provided by investing activities – 17,215 1,209

Repayment of bank loans – 6,206 – 6,074

Change in other interest-bearing liabilities 1,885 – 1,000

Interest paid – 1,317 – 400

Issuance of new shares 7,629 6,250

Dividends paid 0 – 2,850

Net cash provided by ( /used in) financing activities 1,991 – 4,074

Effect of exchange rate fluctuations on cash and cash equivalents – 306 0

Net increase in cash & cash equivalents – 5,368 8,955 Cash & cash equivalents at January 1 16,541 7,586

Cash & cash equivalents at December 31 11,173 16,541

1 Details on assets and liabilities acquired in 2002 are disclosed in the notes under “Changes in the

scope of consolidation” on page 36.

m o b i l e z o n e G r o u p C o n s o l i d a t e d c a s h f l o w s t a t e m e n t

32 Annual report 2002 mobilezone holding ag

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Movements of shareholders’ equity

( in CHF 000) Share Additional Accumulated Translation Total capital paid-in capital deficits / retained adjustments

earnings

31/12/2000 2,850 0 13,659 0 16,509

Capital increase from TEGE merger 315 7,933 8,248

Capital increase from authorized capital 185 5,965 6,150

Dividend – 2,850 – 2,850

Net profit 5,940 5,940

31/12/2001 3,350 13,898 16,749 0 33,997

Capital increase from authorized capital 210 7,419 7,629

Net loss – 24,415 – 24,415

Translation adjustments – 50 – 50

31/12/2002 3,560 21,317 – 7,666 – 50 17,161

m o b i l e z o n e G r o u p C o n s o l i d a t e d s t a t e m e n t o f c h a n g e s i n e q u i t y

The line item “Accumulated deficits / retained earnings” includes legally restricted reserves in the

amount of CHF 2,213,000 (2001: CHF 750,000 ) which are not available for distribution. Such legal

reserves are established based on the legal requirements of the Swiss Code of Obligations.

The capital increase from the merger with TEGE SA is composed of the assumed net assets of

TEGE SA of CHF 8,148,000 ( including goodwill of CHF 1,853,000), and a payment of CHF 100,000

for the transfer of globalzone ag.

As of December 17, 2001, the share capital was increased by 1,850,337 bearer shares issued from

the authorized capital at CHF 3.65 per share.

As of April 12, 2002, the share capital was increased by 2,100,000 bearer shares issued from the

authorized capital at CHF 4.05 per share. These shares were placed by an investment bank.

The related transaction costs of CHF 876,000 (prior year: CHF 604,000 ) were deducted from

additional paid-in capital.

Additional information on the share capital and shareholder structure is given in Note 14.

Annual report 2002 mobilezone holding ag 33

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m o b i l e z o n e G r o u p

34 Annual report 2002 mobilezone holding ag

Consolidated income statement

( in CHF 000) mobilezone Group

2002 2001

Revenues 348,680 239,596

Sales deductions including VAT – 28,878 – 15,146

Net sales 1 319,802 224,450

Other operating income 1,555 0

Cost of materials and merchandise – 254,423 – 180,821

Personnel costs – 36,464 – 19,441

Other operating costs – 18,823 – 10,676

Operating profit before depreciation & amortization (EBITDA) 11,647 13,512

Depreciation of property, plant and equipment – 3,150 – 1,998

Amortization of intangible assets – 718 – 322

Impairment of intangible assets – 27,127 – 1,853

Operating profit (EBIT) – 19,348 9,339

Consolidated balance sheet

( in CHF 000) mobilezone Group

2002 2001

Non-current assets 18,013 8,365

Current assets 72,626 67,722

Total assets 90,639 76,087

Liabilities 73,478 42,090

Net assets 17,161 33,997

Investments in non-current assets 7,139 3,223

The segments operations are limited to their respective markets.

The Group does not identify any business segments as secondary segments, because a reasonable

allocation of assets and investments to the mobile and kiosk divisions is not possible.

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S e g m e n t i n f o r m a t i o n

Annual report 2002 mobilezone holding ag 35

mobilezone Switzerland mobilezone Germany Group management and Eliminations Management services

2002 2001 2002 2001 2002 2001 2002 2001

249,929 239,596 98,751 0 0

– 16,831 – 15,146 – 12,047 0 0

233,098 224,450 86,704 0 0

931 0 770 215 – 361

– 182,438 – 180,821 – 71,985 0 0

– 23,773 – 19,441 – 12,485 – 206 0

– 10,610 – 10,676 – 7,350 – 1,224 361

17,208 13,512 – 4,346 – 1,215 0

– 2,352 – 1,998 – 798 0 0

– 679 – 322 – 39 0 0

0 – 1,853 – 27,127 0 0

14,177 9,339 – 32,310 – 1,215 0

mobilezone Switzerland mobilezone Germany Group management and Eliminations Management services

2002 2001 2002 2001 2002 2001 2002 2001

8,241 8,365 8,214 11,654 – 10,096

60,899 67,722 14,419 2,312 – 5,004

69,140 76,087 22,633 13,966 – 15,100

44,984 42,090 31,589 2 12,005 – 15,100

24,156 33,997 – 8,956 1,961 0

3,514 3,223 2,525 1,100 0

1 There are no sales with other segments in the year under review.2 Including loans from mobilezone holding ag of CHF 10,096,000.

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General mobilezone Group is a retailer. Business activity was started in May 1999. By now there are 90

mobilezone telecom shops in Switzerland. globalzone ag, a so-called “switchless” retailer, offers its

customers fixed line telecommunication; globalzone ag is a retailer of T-Systems, a subsidiary of

German Telecom AG. Jamba! AG (Schweiz ), a joint venture with the German Jamba! AG, formed in

October 2001, operates an internet portal for mobile phones. As from January 1, 2002, mobilezone

operates under the brand mobilezone ( telecom shops ), Boenicke and T. H. Kleen ( tobacco, magazines,

newspapers and gifts ) in 112 locations in Germany. The parent company is mobilezone holding ag,

Riedthofstrasse 124, 8105 Regensdorf /Switzerland. It is listed at the Swiss Exchange (SWX).

The consolidated financial statements have been prepared on a historical cost basis in accordance

with the International Financial Reporting Standards ( IFRS ) and are in accordance with Swiss law.

The reporting currency is Swiss francs (CHF ). The significant accounting policies are set out below.

Changes in the scope of consolidation The scope of consolidation is set out in note 4 to the financial statements of mobilezone holding ag

on page 60. In the year under review the scope of consolidation was extended by the acquisition of

the Otto Boenicke Group, which included the following companies :

Otto Boenicke GmbH & Co., D-Holzkirchen 01/01/2002

Kleen Vertriebs GmbH, D-Holzkirchen 01/07/2002

Tebbe Harms Kleen GmbH & Co., D-Holzkirchen 01/01/2002

Otto Boenicke Vertriebsgesellschaft m.b.H., D-Holzkirchen 01/01/2002

The contributions of these companies to the Group’s business are presented under “Segment infor-

mation”. The purchase price was CHF 14.2 million, which resulted in goodwill of CHF 27.1 million.

The goodwill represents the fair value of the 110 locations of the stores and the corresponding lease

agreements ( “key money” ). Due to the deteriorating market environment for retailers in Germany, the

value of the goodwill was critically reviewed. As generating positive results at these locations in the

medium term is doubtful, an impairment test was performed and the total carrying amount of goodwill

was written off through the income statement in the year under review.

m o b i l e z o n e G r o u p

36 Annual report 2002 mobilezone holding ag

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 37

As of 1/1/2002 the other assets and liabilities acquired as part of the Boenicke Group, measured at

fair values according to IAS 22, consisted of :

Cash & cash equivalents CHF 3.9 mn

Inventories and other current assets CHF 5.2 mn

Property ( leased ) CHF 5.1 mn

Other non-current assets CHF 1.6 mn

Bank loans CHF – 11.6 mn

Finance lease liabilities CHF – 6.6 mn

Trade accounts payable CHF – 8.5 mn

Other current liabilities CHF – 2.0 mn

Total net assets acquired CHF – 12.9 mn

+ Goodwill CHF 27.1 mn

= Purchase price CHF 14.2 mn

. /. Cash & cash equivalents acquired CHF – 3.9 mn

Net cash used in acquisition activities CHF 10.3 mn

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38 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

Significant accounting policies

Principles of consolidation The consolidated financial statements of mobilezone include the financial statements of mobilezone

holding ag and all the subsidiaries it controls directly or indirectly by majority of voting rights.

Investments and joint ventures, in which mobilezone exercises a significant influence but no control,

are recorded according to the equity method. For this purpose, the fair value of the share of net assets

as of the date of acquisition is determined and recognized under investments in associated companies.

Subsequently, this value is adjusted for the share of mobilezone in the profit or loss incurred.

Accounts payable to, accounts receivable from, and income and expenses between the companies

included in the scope of consolidation are eliminated. Intercompany profits within the Group are also

eliminated upon consolidation.

Significant holdings and transactions with investees and joint ventures recognized based on the equity

method are stated separately as positions with associated companies.

Foreign currency translation The consolidated financial statements have been prepared in Swiss francs. Monetary assets and liabili-

ties denominated in foreign currencies are translated using the exchange rates prevailing at the

balance sheet date. Transactions in foreign currencies are recorded using exchange rates prevailing

at the time of the transaction. Gains or losses arising from the settlement of these transactions are

included in the current year’s income.

Assets and liabilities of subsidiaries which do not report in Swiss francs are translated into Swiss francs

for consolidation purposes at the exchange rate in effect on the balance sheet date. The income state-

ment, cash flow statement and other movements are translated at the average rate of the reporting

period. Currency translation differences resulting from the translation of the financial statements of

subsidiaries are recognized directly in equity and presented separately as cumulative translation

differences.

Financial risk management and derivative financial instruments Approximately 90 % of mobilezone’s purchases for Switzerland are paid in Euro. Due to the short-term

nature of payments and the high inventory turnover, the Group does not hedge any foreign currency

risks on purchases. Accordingly, the Group did not hold or issue any derivative financial instruments

during the year under review.

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 39

Property, plant & equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impair-

ment losses. Property, plant and equipment acquired by way of finance leases are stated at an amount

equal to the lower of their fair value and the present value of the minimum lease payments. The corre-

sponding finance lease liabilities are presented as a liability on the balance sheet. Depreciation is

charged to the income statement on a straight-line basis over the estimated useful lives of items of

property, plant and equipment. The estimated useful lives are as follows :

Administration building 22 years

Office equipment and furniture 3 to 5 years

Shop equipment 5 to 8 years

Vehicles 3 to 5 years

Intangible assets Acquired rights such as contracts with clients, lessors, suppliers and similar rights that are generating

a positive cash flow are capitalized and amortized over 5 years at maximum. Goodwill arising on an

acquisition, determined as the difference between the purchase price and the fair value of the net

assets acquired, is capitalized and amortized on a straight-line basis over its estimated useful life,

but limited to 20 years at maximum.

Impairment The carrying amounts of the Group’s non-current assets, including goodwill and other intangible

assets, are reviewed at each balance sheet date to determine whether there is any indication of impair-

ment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is

recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment

losses are recognized in the income statement.

Inventories Inventories are stated at the lower of cost and net realizable value. The cost of inventories is calculated

using the weighted average method. Goods with long storage periods and obsolete stocks are written

down. Net realizable value is the estimated selling price in the ordinary course of business less selling

expenses. The proceeds from the sale of inventories normally comprise both the price for the mobile

communication product and the commission due from the telecommunication provider for the intro-

duction of a new subscriber. The price of the mobile communication product is determined based on

whether the product is sold on a stand-alone basis or in conjunction with a subscription. Net realizable

value therefore takes into account both components. In addition, the Company benefits from price

protection arrangements with certain suppliers that are also considered in determining the need for

a write-off.

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40 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

Trade and other accounts receivable Trade and other accounts receivable are stated at their nominal amounts less any valuation adjust-

ments for credit risks.

Cash & cash equivalents Cash & cash equivalents are stated at nominal value. They include cash on hand, postal and bank

accounts, and money market deposits with original due dates of 3 months or less.

Shareholder loans Shareholder loans bear interest at market rates. They are stated at nominal amounts that correspond

to their amortized cost.

Provisions A provision is recognized on the balance sheet when the Group has a legal or constructive obligation

as a result of a past event, and it is probable that an outflow of economic benefits will be required to

settle the obligation. The provisions are determined based on the best possible estimate. If the effect

is material, provisions are determined by discounting the expected future cash flow at the balance

sheet date at a rate that reflects current market assessment of the time value of money and the risks

specific to the liability.

Contingencies are disclosed if the future obligation is possible but the amount cannot be reliably

estimated.

Leasing Leasing contracts are recognized when the significant risks and rewards of ownership are assumed by

the Group. Leasing payments are divided, according to the annuity method, into interest and principal

payments. Leased assets are depreciated over the lower of lease term and the estimated useful life.

Payments made under operating leases are recognized in the income statement on a straight-line basis

over the term of the lease. Lease incentives are recognized in the income statement as an integral part

of the total lease expense. Contingent leases depending on sales are accrued on an estimated basis.

Retirement benefits A retirement benefit plan does not exist for the employees in Germany. The mobilezone Group’s Swiss

companies have established a retirement benefit plan for all its employees, which is maintained

by “Winterthur-Columna Stiftung für berufliche Vorsorge”. The plan is funded by employees’ and

employers’ contributions and has certain characteristics of a defined benefit plan. The financial im-

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

pact of this plan on the consolidated financial statements is determined based on the projected unit

credit method. A difference between assets and liabilities resulting from the application of IAS19 is in

principle recognized as asset or liability in the consolidated balance sheet. Any pension surplus is only

recognized as an asset if the asset embodies future economic benefits that are actually available to the

Group in the form of refunds or reductions in future contributions. Actuarial gains and losses arising

from the periodical reassessments are recognized to the extent that they decrease or increase a

pension deficit, if and to the extent that they exceed 10 % of the higher of the projected benefit obli-

gation and the fair value of plan assets. The amount exceeding this “corridor” is amortized over the

expected average remaining working lives of the employees participating in the plan.

Revenue The net sales include all revenue from the sale of goods and services, less rebates, discounts, VAT and

write-downs of trade accounts receivable. Revenue from sale of goods is recognized in the income

statement when the significant risks and rewards of ownership have been transferred to the buyer.

The recurring airtime profit-sharing commissions are normally based on the subscribers’ monthly

payments of phone bills to the providers. They are accrued and recognized in the income statement

based on the respective revenues generated and communicated by the providers for a specific period.

Income tax Current tax is determined on the taxable income for the year, and recognized in the income statement.

Deferred tax is recognized using the balance sheet liability method, on any temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for tax purposes. Deferred tax is calculated using tax rates enacted or substantially enacted at

the balance sheet date and based on the expected manner of realization and settlement. A deferred

tax asset is recognized only to the extent that it is probable that future taxable profits will be available

against which the unused tax losses and credits can be utilized.

Annual report 2002 mobilezone holding ag 41

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m o b i l e z o n e G r o u p

42 Annual report 2002 mobilezone holding ag

Notes to the consolidated income statement

Net sales 2002 2001

( in CHF 000)

Mobile communication products and related insurance services 116,434 116,801

One-time commissions from providers 120,713 98,271

Recurring “airtime” profit-sharing commissions 9,131 6,918

Fixed line telecommunication revenues 8,410 2,460

Kiosk assortment (mobilezone Germany ) 65,114 0

Total net sales 319,802 224,450

Personnel costs 2002 2001

( in CHF 000)

Wages and salaries 31,072 17,067

Social security costs 3,637 1,179

Pension costs 974 758

Other employee benefit costs 781 437

Total personnel costs 36,464 19,441

Number of employees at balance sheet date ( full-time employees ) 590 262

Remuneration of directors The total remuneration to non-executive members of the Board of Directors amounted to CHF 70,000

in the year under review. The total remuneration to the executive members of the Board of Directors

and to the members of the executive management amounted to CHF 1,596,000. In the previous

year the total remuneration to the Board of Directors and executive management amounted to

CHF 1,159,000. No termination benefits were paid to any leaving members of the Board of Directors

or executive management.

Options A share option program was established for the members of the Board of Directors, the executive

and upper management. As of December 31, 2002, the executive member of the Board of Directors,

the members of the executive management and related persons kept the following options :

Grant year 2002 2001

Number 500,000 850,000

Expiry date 15/04/2005 29/11/2004

Exercise ratio 1:1 1:1

Exercise price ( in CHF ) 1.275 3.650

1

2

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 43

The non-executive members of the Board of Directors and the related persons owned the following

options as of December 31, 2002:

Grant year 2002 2001

Number 240,000 240,000

Expiry date 15/04/2005 29/11/2004

Exercise ratio 1:1 1:1

Exercise price ( in CHF ) 1.275 3.650

The other members of the management received 249,000 (2002) and 630,000 (2001) options with

the same terms, respectively. The allocated options vest over 1 to 3 years from grant date. As of today,

no options from these programs were exercised. The issuance of the options, except for the social

security contribution, is not recognized in the consolidated financial statements.

Maximum remuneration The maximum remuneration to a member of the Board of Directors amounted to CHF 734,000 in the

year under review. This member also received options with a value of CHF 50,840.

Employee benefits The calculation of the Group’s obligation in respect of the defined benefit plan in Switzerland in accor-

dance with IAS 19 was performed as of December 31, 2002, and resulted in the following situation :

Components of pension costs 2002 2001

( in CHF 000)

Current service costs 981 784

Interest costs 174 125

Expected return on plan assets – 181 – 151

Total pension costs 974 758

Funded status 2002 2001

( in CHF 000)

Present value of defined benefit obligation – 4,801 – 4,343

Fair value of plan assets 4,821 4,533

Excess of assets over funded obligation 20 190

Unrecognized actuarial gain / losses 130 236

Unrecognized pension asset 150 426

Due to the fact that the Company does not have control over the pension fund’s assets, no pension

asset was recognized on the balance sheet.

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44 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

3

Roll-forward of the unrecognized pension asset 2002 2001

( in CHF 000)

Pension asset as of January 1 426 344

Pension costs – 974 – 758

Contributions 698 840

Pension asset as of December 31 150 426

The following assumptions were applied 2002 2001

( in %)

Discount rate 4.0 4.0

Expected return on plan assets 4.0 4.5

Future salary increases 0 – 1.5 0 – 2.5

Future benefit increases 0 0

Fluctuation rate up to 21.6 up to 21.6

Average remaining service years 16.9 16.7

Number of insured employees at December 31 275 251

Other operating costs 2002 2001

( in CHF 000)

Operating lease costs 11,074 5,069

Marketing 14,925 13,982

General and administrative costs 10,022 6,543

less: contributions received from third parties – 17,198 – 14,918

Total other operating costs 18,823 10,676

Marketing costs are mostly, and operating lease costs to a lower extent borne by cost contributions and

location contributions of business partners.

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4

5

Annual report 2002 mobilezone holding ag 45

N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Other financial expenses 2002 2001

( in CHF 000)

Interest on bank loans 697 133

Other interest expenses 1,098 227

Bank commissions 222 132

Total other financial expenses 2,017 492

Income taxes 2002 2001

( in CHF 000)

Current income tax expense 2,830 3,375

Deferred income tax expense 511 – 387

Total income tax expense 3,341 2,988

Current income tax expense solely relates to the profit of the respective accounting period. Deferred

income tax expense solely relates to changes in temporary differences. Taxes on capital are included

in other operating costs.

Income tax expense can be analyzed as follows 2002 2001

( in CHF 000, or as indicated resp.)

Profit before income taxes – 21,074 8,928

Expected average applicable tax rate 27.5 % 26 %

Income tax expense at the expected average applicable rate – 5,795 2,321

Items that increase / reduce income tax expense :

Non-tax-deductible expenses 6,582 419

Effect of previously unrecognized tax losses utilized – 50 0

Unrecognized tax loss carry-forwards on current losses 2,614 52

Other items – 10 196

Effective income tax expense 3,341 2,988

The Group disposes of tax loss carry-forwards of CHF 14,976,000 (prior year : CHF 5,965,000 ).

No deferred tax assets were recognized in respect of such tax loss carry-forwards (prior year : recog-

nition of a deferred tax asset of CHF 1,226,000), because it is not probable that future taxable profit

will be available against which the Group can utilize the benefits therefrom. Tax losses expire in 2007

(CHF 3,855,000 ) and 2008 (CHF 642,000 ) respectively. The remaining tax losses do not expire.

4

5

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m o b i l e z o n e G r o u p

46 Annual report 2002 mobilezone holding ag

Deferred tax assets and liabilities 2002 2001

( in CHF 000)

Deferred tax assets

Tax savings on loss carry-forwards 0 1,226

Total 0 1,226

Deferred tax liabilities

Other property, plant and equipment 74 0

Intangible assets 22 0

Inventories 1,423 1,427

Trade accounts receivable 370 0

Provisions 49 0

Total 1,938 1,427

Total deferred tax assets and liabilities, net – 1,938 – 201

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6

N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 47

Notes to the consolidated balance sheet

Property, plant & equipment

( in CHF 000) Land Shop Other property, Total and buildings* equipment plant and equipment

Cost :

At 31/12/2000 0 6,674 1,682 8,356

Additions 0 1,841 646 2,487

Disposals 0 – 728 – 165 – 893

At 31/12/2001 0 7,787 2,163 9,950

Additions 0 3,398 733 4,131

Disposals 0 – 387 – 84 – 471

Changes in scope of consolidation 6,986 5,304 1,211 13,501

Translation adjustment – 123 – 109 – 24 – 256

At 31/12/2002 6,863 15,993 3,999 26,855

Accumulated depreciation :

At 31/12/2000 0 1,346 438 1,784

Additions 0 1,425 573 1,998

Disposals 0 – 539 – 68 – 607

At 31/12/2001 0 2,232 943 3,175

Additions 120 2,287 743 3,150

Disposals 0 – 385 – 56 – 441

Changes in scope of consolidation 1,934 3,835 1,054 6,823

Translation adjustment – 34 – 70 – 20 – 124

At 31/12/2002 2,020 7,899 2,664 12,583

Carrying amount :

At 31/12/2001 0 5,555 1,220 6,775

At 31/12/2002 4,843 8,094 1,335 14,272

2002 2001

Property, plant and equipment pledged as collateral 1,320 0

Fire insurance value of property, plant & equipment with inventories 41,112 27,500

Assets held under finance leases ( * ) 4,843 0

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48 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

7

8

Investments in associated companies

( in CHF 000) Share of equity in associated companies

At 31/12/2000 0

Additions 579

Share of results 0

At 31/12/2001 579

Additions 0

Disposals – 80

Share of results – 41

At 31/12/2002 458

Intangible assets

( in CHF 000) from acquisition of from mergers Other Total shop locations and acquisitions

Cost :

At 31/12/2000 1,584 0 0 1,584

Additions 157 1,835 0 2,010

Disposals 0 0 0 0

At 31/12/2001 1,741 1,853 0 3,594

Additions 368 0 1,529 1,897

Disposals 0 0 – 62 – 62

Changes in scope of consolidation 0 27,127 43 27,170

At 31/12/2002 2,109 28,980 1,510 32,599

Accumulated amortization :

At 31/12/2000 480 0 0 480

Additions 322 1,853 0 2,175

Disposals 0 0 0 0

At 31/12/2001 802 1,853 0 2,655

Additions 499 27,127 219 27,845

Disposals 0 0 – 22 – 22

Changes in scope of consolidation 0 0 21 21

At 31/12/2002 1,301 28,980 218 30,499

Carrying amount :

At 31/12/2001 939 0 0 939

At 31/12/2002 808 0 1,292 2,100

The addition from mergers and acquisitions in 2001 related to goodwill of the merger with TEGE as of

30/6/2001 that was entirely consumed in 2001, as it related to the preparation of the Company for the

capital market, completed in the 2nd quarter of 2001.

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Annual report 2002 mobilezone holding ag 49

N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

9

10

11

The goodwill from the acquisition of the German Boenicke Group as of 1/1/2002 was entirely written

off in 2002 ( impairment of CHF 27,127,000), due to the deteriorating market environment for retailers

in Germany, which raised doubts regarding generation of positive results in the medium term. The Board

of Directors is considering different scenarios to improve the situation.

The additions to other intangible assets of CHF 1,529,000 in 2002 relate to the acquisition of the

client list in connection with business expansion of mobilezone ag and globalzone ag.

Other financial assets

( in CHF 000) Advance payments Rent deposits / Total for acquisitions loans

At 31/12/2000 0 123 123

Additions 0 0 0

Disposals 0 – 51 – 51

At 31/12/2001 0 72 72

Additions 1,100 11 1,111

Disposals 0 0 0

At 31/12/2002 1,100 83 1,183

The advance payments for acquisitions relate to the acquisition of Europea Trade AG and Premium

Time AG, that were acquired as of 1/1/2003 at the net assets value.

Inventories 2002 2001

( in CHF 000)

Inventories, gross 25,267 17,435

Valuation allowance – 521 – 970

Total inventories, net 24,746 16,465

Trade accounts receivable 2002 2001

( in CHF 000)

Accounts receivable from third parties 30,277 27,970

Accounts receivable from associated companies 58 0

Valuation allowance – 1,471 – 992

Total trade accounts receivable, net 28,864 26,978

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50 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

12

13

14

Other accounts receivable 2002 2001

( in CHF 000)

Prepaid expenses and accrued income 5,728 6,549

Other accounts receivable from associated companies 0 208

Other accounts receivable 2,115 981

Total other accounts receivable 7,843 7,738

Cash & cash equivalents 2002 2001

( in CHF 000)

Cash on hand, at banks and on postal accounts 11,173 13,361

Fixed-term deposits 0 3,180

Total cash & cash equivalents 11,173 16,541

CHF 381,000 (2001: CHF 0 ) of cash and cash equivalents are subject to restrictions.

Share capital

Bearer shares CHF 0.01 CHF 0.10 CHF 20.00 par value par value par value

Issued and fully paid-in at 31/12/2000 142,500

Business combination with TEGE SA (reverse take-over) 6,000 31,649,063 – 142,500

Issued for cash from authorized capital 1,850,337

Issued and fully paid-in at 31/12/2001 6,000 33,499,400 0

Issued for cash from authorized capital 2,100,000

Issued and fully paid-in at 31/12/2002 6,000 35,599,400 0

The bearer shares with a par value of CHF 20 each were in the name of mobilezone ag. The bearer

shares with a par value of CHF 0.10 and a par value of CHF 0.01 are in the name of mobilezone

holding ag. The holders of all shares issued as of December 31, 2002, are entitled to dividends, and

to voting rights in proportion of their par value at the meetings of shareholders. As a result of the

business combination with TEGE, TEGE SA became the parent company instead of mobilezone ag,

and was renamed mobilezone holding ag.

Details on the conditional and authorized capital are included in the “Notes to the financial

statements” of mobilezone holding ag on page 61.

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 51

Calculation of earnings per share 2002 2001

Net loss / profit for the year CHF – 24,415,000 5,940,000

Weighted average number of shares outstanding Earnings per share – basic Pieces 35,005,000 30,244,900

Net loss / profit for the year CHF – 0.70 0.20

Net loss / profit for the year CHF – 24,415,000 5,940,000

Weighted average number of diluted shares Earnings per share – diluted Pieces 35,005,000 30,295,600

Net loss / profit for the year CHF – 0.70 0.20

The potential ordinary shares resulting from the stock option plan disclosed in note 2 were not in-

cluded in the calculation of diluted earnings per share as the exercise price was “out of the money”.

Significant shareholders 31/12/2002 31/12/2001

% % According to the disclosure requirements of the Swiss Exchange,the following shareholders control each more than 5% of the voting rights :

Hans-Ulrich Lehmann / Lehmann Holding AG 35.47 37.69

Rudolf Baer / B + B Beratungs AG 14.74 15.67

Martin Lehmann 10.25 10.90

Asia Land Holding Corp., B.V. I. 5.62 5.97

STW Ltd., B.V. I. 5.62 5.97

Erich Traber 5.62 5.97

77.32 82.17

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52 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

15 Interest-bearing liabilities 2002 2001

( in CHF 000)

Non-current :

Bank loans (due within 1– 5 years ) 1,767 0

Shareholder loans (due within 1– 5 years ) 7,000 5,000

Financial lease liabilities 6,200 0

Current :

Bank loans 3,463 0

Financial lease liabilities 124 0

Total interest-bearing liabilities 18,554 5,000

The bank loans are mainly due in Euro. The liabilities bear interest at an average rate of 6.7%

( 2001: 4.0 %). The high average interest rate is due to the acquisition of high interest-bearing bank

liabilities in relation to the Boenicke Group that were mostly repaid in the year under review. The

shareholder loan is due in Swiss francs. Part of the bank loans are subject to compliance with asso-

ciated covenants. At the balance sheet date, all covenants were complied with.

The financial lease liabilities, that are owed in Euro and bear interest at 6.3 %, are related to the build-

ing of Boenicke in Holzkirchen (Germany ). The future minimum lease payments are payable as follows :

present value nominal value

Less than one year 500 517

Between one and five years 1,714 2,069

More than five years 3,235 6,381

Total 5,449 8,967

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N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 53

16

17

Provisions

( in CHF 000) Claw-backs TEGE Other Total

provisions

At 31/12/2000 1,700 0 200 1,900

Additions 0 2,620 0 2,620

Transfers 0 – 920 0 – 920

Used – 1,600 – 1,000 – 100 – 2,700

At 31/12/2001 100 700 100 900

Additions 0 0 117 117

Used – 100 – 210 0 – 310

Reversed 0 – 100 0 – 100

Changes in scope of consolidation 0 0 222 222

At 31/12/2002 0 390 439 829

The claw-back provision relates to early cancellation of subscriptions, which entitles providers

based on contractual agreements to reclaim the one-time commission paid to the Company at the

time of the subscription. All provider contracts executed since October, 2001, exclude the possibility

of claw-backs.

The TEGE provision relates to liquidation costs expected for 2003.

Other provisions relate to litigation and warranties.

Other current liabilities 2002 2001

( in CHF 000)

Accrued expenses and deferred income 1,733 1,673

Other current accounts payable 3,505 656

Total other current liabilities 5,238 2,329

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m o b i l e z o n e G r o u p

18

19

20

Other disclosures

Operating leases 2002 2001

( in CHF 000)

Payments under non-cancelable operating leases

as of balance sheet date will become due as follows :

Less than one year 9,574 4,135

Between one and five years 21,994 7,970

More than five years 6,706 1,182

Total 38,274 13,287

The expected lease income from sublease arrangements amounts to CHF 1,483,000.

As of December 31, 2002, mobilezone operated 202 (prior year : 89 ) stores of which all were leased.

Leases typically have fixed terms between 3 and 5 years, with an option to renew for several years.

During the year under review, CHF 11,024,000 were recognized as an expense in the income state-

ment in respect of operating leases (2001: CHF 5,169,000 ). These expenses included contingent

rents ( related to sales ) in the amount of CHF 146,000 (2001: CHF 431,000 ). Index-linked lease

payments amounted to CHF 6,304,000 (2001: CHF 146,000 ).

Contingent liabilities and similar commitments, capital commitments and restrictions of ownership As of December 31, 2002 and 2001, no items had to be reported under this heading.

Financial instruments The Group is in its normal course of business exposed to market risks from changes in interest rates

and foreign currency exchange rates. The Group did not hold or issue any derivative financial instru-

ments during the years under review.

Credit risk The Group is also exposed to credit risks in the ordinary course of its operating activities. Due to in-

dustry practice – most sales are paid in cash – relatively few receivables are outstanding compared

to total sales. There is a concentration of credit risk due to the facts that the mobile telecommunica-

tion providers are limited to three enterprises and wholesale transactions are conducted via a single

trading company. Such risks are considered in the negotiation of relatively short payment terms.

54 Annual report 2002 mobilezone holding ag

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Foreign currency risk The Group’s revenues are all denominated in local currency. Purchases of mobilezone Germany are

denominated in Euro. As far as the purchases of mobilezone Switzerland are concerned, 30 % are

paid in CHF, 60 % in Euro and 10 % in US dollars. The Group does not hedge any currency risk due to

the short payment terms and the high inventory turnover.

Interest rate risk Most of the Group’s interest-bearing liabilities are subject to fixed interest rates.

Fair value of financial assets and liabilities The fair values of the Group’s financial assets and liabilities approximate their carrying amounts.

Identity of related partiesThe following are considered related parties to the Group :

autronic ag, CH-Dübendorf

B+B Beratungs AG, CH-Watt

best-buy ag, CH-Regensdorf

Europea Trade AG, CH-Watt

Immoplaza AG, CH-Regensdorf

Premium Time AG, CH-Watt

Ruedi Baer, CH-Regensdorf, Chairman of the Board,

CEO and significant shareholder (direct or indirect ) of mobilezone holding ag, Europea Trade AG,

Premium Time AG, best-buy ag and Immoplaza AG

Hans-Ulrich Lehmann, CH-Glattfelden , member of the Board of Directors

and significant shareholder (direct or indirect ) of mobilezone holding ag, Lehmann Holding AG,

autronic ag, best-buy ag and Immoplaza AG

As per January 1, 2003, mobilezone holding ag acquired both Europea Trade AG and Premium Time AG.

The purchase price will be based on the net asset value of both entities as per audited financial state-

ments as per 31/12/2002 and is expected to amount to approximately CHF 2 million.

Business relationships with related parties autronic is a distributor of Nokia and Samsung mobile phones in Switzerland. mobilezone purchases

approximately 25 % of its mobile phones from autronic. autronic has no exclusive delivery rights

and the purchases are effected at arm’s length.

Mr. Ruedi Baer (CEO) is not on the Company’s payroll. His management services are billed to mobile-

zone by B+B Beratungs AG.

21

N o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s

Annual report 2002 mobilezone holding ag 55

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56 Annual report 2002 mobilezone holding ag

m o b i l e z o n e G r o u p

22

best-buy operates retail shops with an assortment of household and entertainment electronics in

Switzerland. mobilezone uses best-buy as additional sales channel for mobile phone assortments at

places where an own location would not be profitable. The terms are cost plus a handling fee. best-buy

uses head-office services of mobilezone at the location in Regensdorf at full cost rates and relieves

therefore the cost structure of mobilezone.

In order to benefit from better terms, mobilezone optimizes the purchases of mobile phones in the inter-

national market with purchases from and sales to Europea Trade. The conditions for these transactions

are in accordance with the market. Risks of accept refusals or credit risks do not exist.

In October 2001, the Swiss companies of mobilezone Group moved their offices to Immoplaza in

Regensdorf. mobilezone benefits from special lease conditions in this related party transaction.

Premium Time AG imports accessories for mobile devices on behalf of mobilezone Group. Transactions

are conducted at arm’s length.

Transactions and balances with related parties 2002 2001

( in CHF 000)

Purchases of mobile phones from autronic 44,500 31,984

Purchases of mobile phones and accessories from Europea Trade 10,124 684

Sales of mobile phones and accessories to Europea Trade 19,443 39,002

Purchases of accessories from Premium Time 1,983 2,234

Sales of mobile phones and accessories to best-buy 1,713 0

Income from head-office services provided to best-buy 430 0

Management services provided by B+B Beratungs AG 734 612

Operating lease expenses to Immoplaza 213 51

Liabilities due to autronic 2,640 0

Receivables due from best-buy 717 0

Liabilities due to Europea Trade 746 736

Post-balance sheet events There have been no events that would have a substantial impact to the consolidated financial

statements or would need to be disclosed hereafter, except for the acquisitions of Europea Trade AG

and Premium Time AG as per January 1, 2003, as described in Note 21.

The consolidated financial statements were approved by the Board of Directors on April 24, 2003.

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m o b i l e z o n e G r o u p R e p o r t o f t h e G r o u p a u d i t o r s

Annual report 2002 mobilezone holding ag 57

Report of the Group auditors to the General Meeting of

mobilezone holding ag, Regensdorf

As Group auditors, we have audited the consolidated financial statements (balance sheet,

income statement, statement of changes in equity, cash flow statement and notes as presented

on pages 30 to 56 ) of mobilezone holding ag for the year ended December 31, 2002.

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. We confirm that we meet the legal requirements concerning professional

qualification and independence.

Our audit was conducted in accordance with auditing standards promulgated by the Swiss

profession and with the International Standards on Auditing ( ISA ), which require that an audit

be planned and performed to obtain reasonable assurance about whether the consolidated

financial statements are free from material misstatement. We have examined on a test basis

evidence supporting the amounts and disclosures in the consolidated financial statements.

We have also assessed the accounting principles used, significant estimates made, and

the overall consolidated financial statement presentation. We believe that our audit provides

a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give a true and fair view of the financial

position, the results of operations and the cash flows in accordance with the International

Financial Reporting Standards ( IFRS ) and comply with Swiss law.

We recommend that the consolidated financial statements submitted to you be approved.

KPMG Fides Peat

Fredy Luthiger Markus Ackermann Swiss-Certified Accountant Swiss-Certified Accountant Auditor in Charge

Zurich, April 25, 2003

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58 Annual report 2002 mobilezone holding ag

January 1 to December 31 2002 2001

( in CHF 000) Notes

Income from investments 1 13,011 0

Financial income 269 188

Gain on the sale of non-current assets 0 5

Releases of provisions 100 8,270

Other income 210 7

Total income 13,590 8,470

Administrative expenses 998 2,303

Financial expenses 733 112

Losses from investments 2 34,431 4,583

Depreciation of fixed assets 0 10

Total expenses 36,162 7,008

Net loss / profit for the year – 22,572 1,462

m o b i l e z o n e h o l d i n g a g I n c o m e s t a t e m e n t

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Annual report 2002 mobilezone holding ag 59

m o b i l e z o n e h o l d i n g a g B a l a n c e s h e e t

as of December 31 2002 2001

( in CHF 000) Notes

ASSETS

Cash and cash equivalents 132 11,320

Accounts receivable from

Group companies 1,856 538

Third parties 46 242

Prepaid expenses and accrued income 272 2,045

Current assets 2,306 14,145

Advance payment for acquisitions 1,100 0

Investments 4 29,099 29,179

Non-current assets 30,199 29,179

Total assets 32,505 43,324

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Third parties 293 478

Group companies 3,147 1,324

Accrued expenses and deferred income 258 155

Current liabilities 3,698 1,957

Shareholder loans 7,000 5,000

Non-current liabilities 7,000 5,000

Provisions 490 890

Share capital 3,560 3,350

General reserves 38,544 30,342

Unrestricted reserves 362 362

Available earnings

Available earnings brought forward 1,423 – 39

Net loss / profit for the year – 22,572 1,462

Shareholders’ equity 21,317 35,477

Total liabilities and shareholders’ equity 32,505 43,324

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60 Annual report 2002 mobilezone holding ag

There are no further facts than disclosed hereafter that would require disclosure in accordance with

Art. 663b of the Swiss Code of Obligations.

Income from investments This line item includes dividend and interest income relating to investments in subsidiaries.

Losses from investments This line item mainly includes the full allowance, recognized in the year under review, for the invest-

ments and receivables from the German subsidiaries. In the prior year the losses related to the full

write-off of investment in and the loans due from the companies of the former TEGE group.

Contingent liabilities 31/12/2002 31/12/2001

( in CHF 000)

Subordination letters issued in favor of subsidiaries 942 639

Additional guarantees for subsidiaries 3,149 137

Scope of consolidation and significant investments in subsidiaries and affiliates

investment held paid-in capital consolidation ( %) (million )

Switzerland

mobilezone ag, CH-Regensdorf 100.0 CHF 2.85 C 1

globalzone ag, CH-Regensdorf 100.0 CHF 0.10 C 1

Jamba! AG (Schweiz ), CH-Regensdorf 49.9 CHF 1.00 E 1

Germany

Otto Boenicke GmbH & Co. KG, D-Holzkirchen 100.0 EUR 6.27 C 1

Tebbe Harms Kleen GmbH & Co. KG, D-Holzkirchen 100.0 EUR 0.28 C

Kleen Vertriebs GmbH & Co. KG, D-Holzkirchen 100.0 EUR 0.18 C 1

Otto Boenicke Vertriebsgesellschaft m. b. H.,

D-Holzkirchen 100.0 EUR 0.03 C 1

Group management / management services

mobilezone international ag, CH-Regensdorf 100.0 CHF 0.20 C 1

C = Fully consolidated E = Recorded in the consolidated financial statements according to the equity method 1 Directly owned subsidiary of mobilezone holding ag

1

2

3

4

m o b i l e z o n e h o l d i n g a g

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Annual report 2002 mobilezone holding ag 61

5

In addition, there are two investments in foreign subsidiaries of the former TEGE SA, which are in

liquidation or inactive, and which were fully provided for during both years under review.

Authorized and conditional share capital As per December 31, 2002, an authorized share capital of CHF 1,104,966.30 existed (prior year:

CHF 1,314,966.30 ). In addition, a conditional share capital amounting to CHF 1,700,000 (prior year:

CHF 1,500,000) is earmarked for the exercise of employee stock options (up to CHF 500,000), for

the exercise of conversion and option rights relating to any debenture loans (up to CHF 1,000,000)

and for the exercise of other options (up to CHF 200,000). As of the balance sheet date, options for

the issuance of total 2,773,000 bearer shares were outstanding.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

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62 Annual report 2002 mobilezone holding ag

m o b i l e z o n e h o l d i n g a g R e p o r t o f t h e S t a t u t o r y a u d i t o r s

Report of the Statutory auditors to the General Meeting of

mobilezone holding ag, Regensdorf

As Statutory auditors, we have audited the accounting records and the financial statements

(balance sheet, income statement and notes as presented on pages 58 to 61) of mobilezone

holding ag for the year ended December 31, 2002.

These financial statements are the responsibility of the Board of Directors. Our responsibility

is to express an opinion on these financial statements based on our audit. We confirm

that we meet the legal requirements concerning professional qualification and independence.

Our audit was conducted in accordance with auditing standards promulgated by the Swiss

profession, which require that an audit be planned and performed to obtain reasonable assurance

about whether the financial statements are free from material misstatement. We have examined

on a test basis evidence supporting the amounts and disclosures in the financial statements.

We have also assessed the accounting principles used, significant estimates made, and

the overall financial statement presentation. We believe that our audit provides a reasonable

basis for our opinion.

In our opinion, the accounting records and financial statements comply with Swiss law and

the Company’s articles of incorporation.

We recommend that the financial statements submitted to you be approved.

KPMG Fides Peat

Fredy Luthiger Markus Ackermann Swiss-Certified Accountant Swiss-Certified Accountant Auditor in Charge

Zurich, April 25, 2003

Page 37: mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment
Page 38: mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment

m o b i l e z o n e h o l d i n g a g C o m p a n y a d d r e s s e s

Branches in Switzerland

Aarau Bahnhofstrasse 11

Arbon Zentrum Novaseta

Baden Badstrasse 7

Basel EPA-Claraplatz/Untere Rebgasse 17;

Gerbergasse 70; Shopping-Center St.-Jakob-Park,

St.-Jakob-Strasse 397

Bellinzona Via Nosetto 4

Bern EPA, Von-Werdt-Passage 3;

Waaghaus-Passage 8

Biel/Bienne CARREFOUR, Centre Boujean,

Zürichstrasse 24; LOEB, Nidaugasse 50;

Nidaugasse 60

Brig Center Brig, Rhonesandstrasse 11

Buchs SG Bahnhofstrasse 28

Bülach Marktgasse 21

Burgdorf Poststrasse 7

Chur EPA, Alexanderstrasse 8

Collombey Centre Commercial, Parc du Rhône

Crissier Centre Commercial

Davos Platz Promenade 73

Delémont Avenue de la Gare 42

Dietlikon CARREFOUR, Industriestrasse 28

Écublens Centre Commercial du Croset 1

Egerkingen EPA, Hausimollstrasse 8

Fribourg Boulevard de Pérolles 11;

Rue de Romont 6

Genève Place du Molard 3;

Rue de la Croix d’Or 4;

EPA Plainpalais, Rue de Carouge 12;

Place Chevelu/Rue Rousseau 2;

Eaux-Vives 2000;

Centre Commercial Planète Charmilles,

Promenade de l’Europe 11

Genève-Meyrin EPA, Centre Commercial

Grancia Centro Grancia

Heimberg CARREFOUR, Blümlisalpstrasse 61

Hinwil CARREFOUR, Wässeristrasse 38

Kreuzlingen EPA, Hauptstrasse 63

La Chaux-de-Fonds Avenue Léopold-Robert 33;

CARREFOUR, Boulevard des Éplatures 20

Langenthal Bärenplatz/Marktgasse 12–14

Lausanne Rue de Bourg 17;

Rue Mauborget 12

Locarno Piazzetta Franzoni 1/Via alla Ramogna

Luzern Kapellgasse 7; EPA, Rössligasse 18–20;

Pilatusstrasse 19

Lyss Hirschenplatz 1A

Marin-Épagnier Centre Commercial MANOR,

Avenue Champs-Montants

Martigny Centre Commercial Manoir

Mels Pizol Center, Grossfeldstrasse 63

Meyrin EPA, Centre Commercial

Morges Grand-Rue 10

Neuchâtel Rue du Seyon 5

Oftringen Perry-Center, Bernerstrasse

Olten EPA, Froburgstrasse 10

Rapperswil Obere Bahnhofstrasse 44

Regensdorf Einkaufszentrum Regensdorf ;

Riedthofstrasse 124, Headquarters

Rorschach Hauptstrasse 67

Schaffhausen Vordergasse 41

Schönbühl Shoppyland, Industriestrasse 20

Sierre-Noës Centre Commercial

Shops in Germany

(offering only selected products)

Aschaffenburg City-Galerie, Goldbacher Straße 2

Bentwisch EKZ Hansecenter Bentwisch,

Hansestraße 37

Berlin Mariendorfer Damm 68;

Schönhauser Allee-Arcaden, Wichertstraße 1

Berlin-Tegel Hallen am Borsigturm

Bielefeld EKZ Marktpassage, Bahnhofstraße 27a

Bochum Kortumstraße 46–48

Borken Goldstraße 12; Wilbecke 6

Bremen Hansa-Carré am Weserwehr, Pfalzburger

Straße 41; Werder-Carré, Steinsetzerstraße 11

Dallgow Döberitzer Weg 3, EKZ Havelpark Dallgow

Dresden Peschelstraße 35; Seidnitz-Center,

Enderstraße 57

Dresden-Prohlis Jacob-Winter-Platz 13

Düsseldorf Hbf-Passage, Konrad-Adenauer-Platz ;

Grafenberger Allee 411

Eiche bei Berlin Landsberger Chaussee,

EKZ Kaufpark

Eisenach-Hötzelsroda EKZ Hötzelsroda,

Neue Wiese 1

Erlangen Zentrum Neuer Markt

Frankfurt/Oder Spitzkrug-Multi-Center

Fulda Unterm heiligen Kreuz

Fürth Schwabacher Straße 16

Gera Gera-Arcaden, Heinrichstraße 30

Großpösna Pösna-Park, Seppverschtstraße 11

Halle EKZ Kaufland, Südstadtring 90

Heilbronn Wollhaus-Zentrum

Hennigsdorf Havelpassage 11

Herne City-Center, Bahnhofstraße 7

Herten Antoniusstraße 35

Jena Holzmarkt-Passage, Am Holzmarkt 1

Kempten Simpatica-Illerkauf, Bahnhofstraße 2

Leipzig Paunsdorf-Center, Paunsdorfer Allee

Leverkusen/Opladen Kölner Straße 33

Ludwigsburg Marstall-Center

Magdeburg Flora-Park; Neustadt-Kaufhaus,

Lübeckerstraße 104

Mönchengladbach Hindenburgstraße 165

München Flughafen Munich Airport Center,

Central area, level 03

Oberhausen Bero-Center, Concordiastraße 32

Plauen EKZ Plauen-Park, Jösnitzer Straße

Raisdorf Baltic-Center, Liebigstraße 5–7

Riesa EKZ Riesa-Park, Rostocker Straße 2–6

Rostock Hauptbahnhof (Main station)

Saarbrücken Saar-Galerie, Reichsstraße 1

Solingen Clemens-Galerien, Mühlenplatz 1

Stendal Breite Straße 20/21

Situation in March 2003

64 Annual report 2002 mobilezone holding ag

Signy Centre Commercial, Rue de Fléchères

Sion EPA, Rue de la Dent-Blanche 4

Solothurn Marktplatz 45

Spreitenbach Shopping-Center TIVOLI ;

Piazza Big Store

St. Gallen Hauptbahnhof Ladenpassage;

EPA, Neugasse 35

St. Margrethen Autoshop Rheinpark

Thun LOEB, Bälliz 39

Vernier CARREFOUR, Route de Meyrin 171

Vevey Rue du Simplon 35

Visp Bahnhofstrasse 2

Volketswil VOLKILAND, Industriestrasse 1

Weinfelden Zentrum-Passage

Wil Obere Bahnhofstrasse 21

Winterthur Einkaufszentrum Neuwiesen,

Strickerstrasse 3;

Marktgasse/Obere Kirchgasse 22;

Zentrum Stadttor/Bahnhofplatz 5

Yverdon Centre Commercial Bel-Air,

Rue du Lac 24

Zug Einkaufszentrum Metalli,

Baarerstrasse 16

Zürich Fotohobby, Stockerstrasse 38;

Fotohobby, Theaterstrasse 12;

The Docks, Langstrasse 192; Löwenstrasse 56;

Kasernenstrasse 11; Rennweg 58;

Bahnhof Stadelhofen; Stauffacherstrasse 35

Zürich-Oerlikon EPA-Oerlikon,

Wallisellenstrasse 1

Branches in Germany

(with complete range of products)

Aachen Adalbertstraße 53–55

Berlin Carl-Schurz-Straße 61

Bochum-Harpen EKZ Ruhrpark

Bottrop Hansa-Zentrum, Hansastraße 2

Dresden Kaditz-Mickten EKZ Elbe-Park,

Lommatzer Straße 98

Dresden Kaufpark Dresden, Dohnaer Straße 246

Dortmund-Körne EKZ Kaufland,

Körner Hellweg 142

Essen Kornmarkt 10

Frankfurt /Main Nordwestzentrum,

Niddacorso-Promenade

Frankfurt /Oder Hauptbahnhof, Bahnhofsvorplatz 11

Hagen Friedrich-Ebert-Platz 11

Halle an der Saale Bahnhofsplatz 1

Hürth EKZ HürthPark, Theresienhöhe

Krefeld Hochstraße 30

Marl Marler Stern 24

Mülheim Schlossstraße 5–9 A

München-Laim Agnes-Bernauer-Straße 73,

Corner Fürstenrieder Straße

Nürnberg Hauptbahnhof, Westhalle ;

Bahnhofsplatz 9

Recklinghausen Löhrhof-Center, Kaiserwall 37

Ulm Blautal-Center, Blaubeurer Straße 95

Weil am Rhein Rhein-Center, Hauptstraße 435

Wesel Viehtor 15

Wuppertal Schwanenstraße 52;

C-Carré, Neumarkt 5–11

Page 39: mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment
Page 40: mobilezone holding ag Annual report 2002.… · Web at Link to mobilezone holding ag Translated from ... Bank loans 15 1,767 0 Shareholder ... medium term is doubtful,an impairment

Company addresses

mobilezone holding ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail: [email protected]

www.mobilezoneholding.ch

Investor relations : Wolfgang Gross

Media relations : Ruedi Baer

mobilezone ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12

E-mail: [email protected]

www.mobilezone.ch

mobilezone Germany

c/o Otto Boenicke GmbH & Co.

Rudolf-Diesel-Ring 11

D-83607 Holzkirchen

Phone ++ 49 (8024) 993 813

Fax ++ 49 (8024) 993 815

E-mail : [email protected]

globalzone ag

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12 (mobilezone ag )

E-mail : [email protected]

www.globalzone.ch

Jamba! Schweiz AG

Riedthofstrasse 124

CH-8105 Regensdorf

Phone ++ 41 (0 ) 43 388 77 11

Fax ++ 41 (0 ) 43 388 77 12 (mobilezone ag )

E-mail : [email protected]

www.jamba.ch