Annual Report 2012 bonnier ab annual report
2012
1
Content Board of Directors’ Report
3–6
Income Statements
7
Cash Flow Statements
7
Balance Sheets at December 31
8
Change in Shareholders’ Equity
9
Notes to the Financial Statements
10–32
Auditor’s Report
33
Multi-year Summary
34
Annual Report for fiscal year January 1 – December 31, 2012 The Board of Directors and the President of Bonnier AB, corporate registration number 556508-3663, herewith submit the following Annual Report and Consolidated Financial Statements, pages 3–32, including the Board of Directors’ Report with the Proposed Disposition of Unappropriated Earnings, Income Statements, Balance Sheets, Cash-Flow Statements, Change in Shareholders’ Equity and Notes to the Financial Statements.
Translation from the Swedish original.
The Cover: The world according to Bonnier, with 175 companies in 18 countries
2
bonnier ab annual report
2012
Board of Directors’ Report A Challenging Year Bonnier’s turnover amounted to SEK 29,176 million in 2012, a decrease of 2 percent compared with the previous year. The EBITA margin went from 4.2 percent (SEK 1,263 million) in 2011 to 2.8 percent (SEK 806 million) in 2012. “While our daily newspapers and magazines did well in 2012, retaining or improving their profitability while facing a historic downturn in advertising, it was in TV and books that the results decreased markedly,” says Jonas Bonnier, CEO for Bonnier AB.
previously very profitable book and broadcasting operations. Despite a historical peak for TV4 in advertising sales, the earnings from broadcasting were lowered due to increased rights costs and a weak Finnish economy and advertising sales market. The year 2012 was altogether a very challenging year for Bonnier, as well as for the media industry in general. On the bright side were significant improvements at southern Swedish daily Sydsvenskan, cinema chain SF Bio’s continued strong growth in earnings and the Danish business daily Børsen’s fantastic results in a difficult market.”
“Earnings before goodwill and amortization amounted to SEK 555 million (950), and earnings before tax to SEK -217 million (664). The majority of the decline from last year was due to the weaker results from the
Earnings before tax, excluding goodwill amortization, amounted to SEK 541 million (1,472). Earnings after tax and minority share was SEK –365 million (463).
Group overview
Business areas
Earnings SEK M Net sales EBITA Operating profit (EBIT)1) Net financial items Profit/loss after net financial items Profit/loss for the year 1)
Of which, restructuring costs and other items affecting comparability
2012 29,176 806 81 –298 –217 –365
2011 29,819 1,263 1,019 –355 664 463
–312
–632
• S ales remained unchanged SEK 29,176 M (29,819). • P rofit/loss after net financial items was SEK –217 M (664). Profit/loss after tax and minority share was SEK –365 M (463). • R ate of return on operating capital1) was 0.5 percent (6.8) and on shareholders’ equity1) –6.0 percent (5.5). • N et debt at year end was SEK 7,892 M (7,437). • S hareholders’ equity including minority interests amounted to SEK 6,731 M (7,581). • G earing Ratio (Net debt/Shareholders’ equity including minority interests) amounted to 1.17 (0.98). Ownership. Bonnier AB is a wholly-owned subsidiary of Bonnier Holding AB, a subsidiary of Albert Bonnier AB, which, in turn, is owned by more than 70 members of the Bonnier family. Address and corporate registration number. The Bonnier AB Group’s Parent Company is Bonnier AB, whose corporate registration number is 556508-3663. The Head Office is located on Kungsgatan 49 and its postal address is SE-113 90 Stockholm, Sweden. The Internet address is www.bonnier.com. Business areas. The Group conducts operations in the media sphere, including books, magazines, daily newspapers, printed and electronic business information, music, cinemas, film and TV production, commercial local radio and Internet products. Operations are conducted in 18 countries. Important external factors affecting group earnings. The most important external factors that affect the Group’s earnings are business conditions in Sweden, household consumption, advertising investment and consumer expectations. These factors are also important for Group earnings in other Nordic countries, Germany, the US, Eastern Europe and other markets where the Group operates, along with the competitive situation in key markets. Extensive changes are occurring in the media sphere as a result of rapid developments in the IT sector and the Internet. The significant risk and uncertainty factors for the Group are dependent on how these external factors develop in the future. 1)
Net sales by business area SEK M Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Bonnier AB total EBITA by business area SEK M Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Bonnier AB total
2012 4,096 2,204 4,907 8,161 1,040 4,736 4,216 –184 29,176
2011 3,964 2,302 5,250 8,014 1,093 5,360 3,987 –151 29,819
Change, % 3.3 –4.3 –6.5 1.8 –4.8 –11.6 5.8 22.1 –2.2
2012 147 214 142 385 80 232 222 -616 806
2011 379 277 164 731 56 222 79 –645 1,263
Change, % –61.2 –22.7 –13.4 –47.3 42.9 4.5 181.0 –4.5 –36.2
Books Nordic includes book publishers in Sweden, Finland and
Norway. The Swedish Bonnierförlagen includes among others Albert Bonniers Förlag and Wahlström & Widstrand. In Sweden there is also Semic International, in Finland Tammi and WSOY and in Norway Cappelen Damm (50 percent). Books Nordic’s earnings increased during 2012, while EBITA shrunk significantly to SEK 147 million (379). The decrease was due in part to a general downturn in the market: During 2012 book sales fell some 13 percent in Sweden. Part of the decrease can also be attributed to divestments and acquisitions from 2011, when Bonnier Utbildning was sold and WSOY was bought. During 2012, Pocket Shop was acquired, the leading paperback bookseller in Sweden, with stores in Sweden as well as in Finland and Germany. Books International includes book operations outside the Nordic
region. Bonnier Media Deutschland is the leading publisher of childrens books in Germany and also has an extensive publication of fiction. The english publisher Bonnier Publishing has subsidiaries in France, Australia, the US and other countries. Books International’s earnings decreased somewhat, and EBITA was SEK 214 million (277), a decrease attributable primarily to a general downturn in the German book market and the absence of any megasellers. During 2012, Bloomsbury Verlag was acquired in Berlin.
For definition see Note 38 in the Annual Report.
bonnier ab annual report
2012
3
BOARD OF DIRECTORS’ REPORT
Bonnier Magazines comprises three publishers of periodicals,
Bonnier Publications with head offices in Copenhagen and Oslo, Bonnier Tidskrifter in Stockholm and Bonnier Corporation in the US. The business area is, in the first place, oriented towards consumer publications but also has a significant publication of business to business titles as well as cost free newspapers. Magazine’s earnings decreased by 5 percent during 2012. The EBITA was relatively unchanged at SEK 142 million (164). The results were lower due to a downturn in the Nordic markets, while the US-based Bonnier Corporation achieved better results. The year was characterized by continued restructuring in all markets. Broadcasting includes TV4 Group, C More, Nyhetsbolaget and
MTV Media Oy in Finland. Broadcasting’s earnings increased somewhat during 2012, while EBITA was nearly halved, ending at SEK 385 million (731). The lower results were due in large part to increased investments in programming and broadcast rights in an advertising market that, in Finland above all, grew worse than expected. The Swedish advertising market continued to be strong even if local advertising was somewhat worse than expectations, which were perhaps set too high. The results were offset by planned cost-savings and the newly established news production and distribution company Nyhetsbolaget and Sweden’s only 24-hour news channel TV4 News. Business to Business publishes mainly daily business newspapers.
In addition to Børsen in Denmark it publishes Äripäev in Estonia, Verslo Žinios in Lithuania, Delovoj Peterburg in Russia, Puls Biznesu in Poland and Finance in Slovenia. The Russian weekly Delovaja Gazeta Yug is published in Krasnodar in Russia. The business area includes the Internet sites dp.ru in Moscow, rynok.biz in the Ukraine and cv.lt in Lithuania. Medicine Today International is included in the business area. Business to Business had lowered earnings in 2012, while EBITA, primarily due to strong results from Denmark’s Børsen, grew in comparison to 2011 and ended at SEK 80 million (56). News Sweden comprises the Swedish newspaper operations in-
cluding Dagens Industri, Dagens Nyheter, Expressen and Sydsvenskan as well as the Swedish daily press printing operations in Bold Printing Group. News Sweden showed greatly reduced revenues, while EBITA improved and amounted to SEK 232 million (222). The greatest improvement was for Sydsvenskan, which after restructuring in 2011 and 2012, achieved an EBITA on the plus side, like its fellow daily newspapers. Growth Media consists of Bonnier’s digital media companies with
a focus on global growth within the areas of publishing tools & leads, digital toys, gaming, and rights & moving images, via companies such as Mag+, Spoon, Toca Boca, Bonnier Gaming, SF Bio, Svensk Filmindustri, Sonet and Scandinavian Studios. The EBITA during 2012 for the business area was SEK 222 million (79). The reason for the significant improvement was the continued strong growth of SF Bio, which during 2012 had a record year with over 12 million cinema visits, an increase of 11 percent over the previous year. During 2013 Bonnier has made an agreement to sell 60 % of SF Bio. Other consists of common Bonnier-wide activities and functions.
These common activities affected Bonnier’s EBITA during 2012 by SEK -617 million (-645). Acquisitions and divestments. Acquisitions were carried out to a value of SEK 236 M1). Divestments amounted to SEK 7 M with a total capital gain of SEK 14 M. The most significant acquisitions and divestments of the year were:
4
• Bonnier Books Nordic acquired Pocket Shop. • Bonnier Media Deutscland acquired Bloomsbury Verlag in Berlin. • Bonnier Tidskrifter acquired Tidningskompaniet. Cash flow influence of the years acquisitions and divestments amounted to net SEK –254 M. The values of acquisitions and divestments refer to the effect on net debt.
1)
Geographical distribution Net sales by geographical market SEK M Sweden Finland Norway Denmark United States Germany Other markets Total
2012 16,205 3,635 2,692 1,929 1,877 1,637 1,201 29,176
2011 16,785 3,713 2,579 2,000 1,885 1,677 1,180 29,819
Change, % –3.5% –2.1% 4.4% –3.6% –0.4% –2.4% 1.8% –2.2%
The foreign share of sales increased by 0.7 percentage points to 44.5 percent. Investments and net debt Change in net debt, condensed SEK M Funds generated internally Change in working capital Net investments in operations Free cash flow Net acquisitions and divestments of operations, shareholdings and participations Cash flow after acquisitions and divestments Group contributions, dividends etc. Translation difference Change in net debt
2012 5,095 –109 4,986 –4,967 19
2011 4,791 –314 4,477 –4,507 –30
–229 –210 –386 141 –455
264 234 –407 –57 –230
Net debt increased during the year by SEK 455 M. Free cash flow
in relation to sales was 0.1 (–0.1) percent. The Parent Company’s investments amounted to SEK 4,835 M
(2,091), of which intangible fixed assets accounted for SEK 1 M (0), of which tangible fixed assets accounted for SEK 0 M (1) and investments in shares and participations for SEK 4,834 M (2,090). The Parent Company’s liquid funds amounted to SEK 0 M (0) at year-end. Capital structure Operating capital SEK M Tangible and intangible fixed assets, excl. goodwill Working capital Other financial assets Goodwill Operating capital
31 dec 2012 5,898 541 203 7,981 14,623
31 dec 2011 5,776 409 205 8,628 15,018
Net debt Shareholders’ equity and minority interests Financing of operating capital
7,892 6,731 14,623
7,437 7,581 15,018
1.17
0.98
Net debt/shareholders’ equity1), multiple 1)
Including minority interests. For definition see Note 38 in the Annual Report.
bonnier ab annual report
2012
BOARD OF DIRECTORS’ REPORT
Gearing ratio (net debt in relation to shareholders’ equity)
amounted to 1.17 (0.98). The congolmerate’s liquidity, in the form of liquid assets and unused credit, continues to be good and at the end of December amounted to SEK 5.7 billion (6.2). Research and development. The Group’s research and development operations are primarily conducted by the concerned business areas. Bonnier Media University and Bonnier Research & Development are at the central Group level. Personnel. The average number of employees amounted to 10,177 (10,186), a decrease of 9. In the Parent Company the average number was 28 employees (38). Our vision is to continuously reinvent media. Bonnier is a humanistic company that creates, selects and refines a world of knowledge, and our values include the power of the individual and freedom of speech. This foundation will continue to serve us as we develop our future operations. Bonnier AB places high value on entrepreneurialism and professionalism, with a decentralized organization. Bonnier AB’s educational program, Bonnier Media University, is responsible for inspiration and leadership development for key staff. This includes an international training program for leadership and business development, as well as seminars and conferences for inspiration and networking. In 2012, over 900 people participated in these activities. Bonnier Media University also runs the Swedish Grand Prize for Journalism, and contributes to counterparts in Finland and Estonia. Corporate Social Responsibility. This concept, CSR, includes environmental impact and social responsibility. The Group has operations in more than 175 companies in 18 countries. All business areas actively undertake environmental initiatives. The business area managers have the responsibility for the environmental work within the respective business area, while the CEO for each company within the group determines the scope and form of the environmental efforts. The ambition is to produce products and services with the aid of processes and methods that generate minimal negative environmental impact. Environmental impact. The Group’s subsidiary DNEX Tryckeriet
AB conducts activities that require a permit in accordance with the Swedish Environmental Code. Operations mainly impact the external environment through emissions to air in connection with handling organic solvents. Social responsibility. Bonnier AB creates work opportunities
and contributes to development within the community. Providing meaningful jobs to our employees and providing culture, news, information, knowledge, analysis and entertainment to the general public and the advertising market is a major responsibility. Bonnier AB welcomes the increasing demands made on companies by consumers in regard to ethics and responsibility. The Group strives to ensure that products and services procured externally are manufactured under reasonable work conditions and it places demands on suppliers and partners.
The Group’s financial policy regulates the interest-rate risk. Interest-rate risk is the risk that changes in the market interest rate will affect the Group’s net of interest income and expense adversely. The fixed-interest term of the loan determines how rapidly the change in rate impacts the net interest income and expense. The standard is that the average fixed-interest period of net debt should be 12 ± 4 months. Board activities during the year. The Board of Directors of Bonnier AB consists of nine members elected by the shareholder, and three members and three deputy members appointed by trade union organizations. The company’s Chief Executive Officer and Chief Financial Officer attended meetings on a regular basis, and other senior executives attended in a reporting capacity. The Board held six meetings during the year at which minutes were taken. In addition to decisions taken, the minutes also indicate the basis for decisions and provide an account of discussions. The meetings follow an agenda distributed prior to meetings, and the Board receives full documentation of the issues to be discussed in advance. The Board’s operations comply with procedural instructions. A remuneration committee determines salaries, incentive programs and other conditions of employment for the President. The Board of Directors has an Audit Committee. The Committee is led by Chairman of the Board Carl-Johan Bonnier. Other committee members include Arne Karlsson (Board member), Jonas Nyrén (President of Albert Bonnier AB) and Erik Haegerstrand (Control and Compliance Officer). The company’s CFO Göran Öhrn presents reports to the committee. The company’s auditors are coopted onto the committee. The committee’s principle task is to support the Board with respect to monitoring risk management, internal control in systems and processes, financial reporting and the audit. Work includes approval of the auditors’ risk analysis, audit plan and fees. The work also includes a review of the auditors’ report on their examination of the administration and internal control, applied accounting policies, annual accounts and the annual report. To satisfy the Board’s information requirement, the company’s auditors participate in one Board meeting each year. On this occasion, the auditors present a brief report on their observations from the annual audit. Parent Company. The Parent Company includes primarily Group-wide functions. Net sales and profit/loss SEK M Net sales Of which, invoicing to other Group companies Profit before appropriations and tax
2012 34 17 1,022
2011 58 35 220
Outlook for 2013. Profit for 2013 depends heavily on the economic development of our environment and is expected to be slightly better than 2012.
Financial policy. Management of foreign exchange transactions is determined by the Group’s financial policy. Long-term holdings in subsidiaries are not hedged since this is considered to be advantageous for the long-term risk diversification and it also avoids a short-term negative impact on liquidity. Except for some local financing in the currency used by the subsidiary concerned, financial transactions are confined to the Parent Company and its financing company. Group companies work mainly in local currencies and primarily in their own markets. As a result, major currency risks are uncommon, and are normally hedged.
1)
For definition see Note 38 in the Annual Report.
bonnier ab annual report
2012
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BOARD OF DIRECTORS’ REPORT
Summary of earnings and financial position Condensed income statement SEK M Net sales Advertising tax Other operating revenues Operating costs1) Amortization and write-downs of goodwill Depreciation and write-downs Share of profit/loss in associated companies Operating profit2) Result from financial investments Profit after financial items Tax expense for the year Minority share of profit for the year Profit for the year
Items not included in cash flow Change in working capital Cash flow from operating activities
2012 29,176 –36 242 –23,732 –758 –4,858 48 81 –298 –217 –208 60 –365
2011 29,819 –47 707 –24,455 –808 –4,239 42 1,019 –355 664 –264 63 463
–6,991
–7,014
–58
407
31 dec 2012 7,981 3,985 1,913 113 213 1,149 1,301 3,782 2,503 441 343 23,724
31 dec 2011 8,628 3,997 1,780 57 214 1,251 1,311 3,653 2,465 482 350 24,188
Shareholders’ equity Minority interests Interest-bearing provisions and liabilities1) Restructuring reserve
6,394 337 8,626 164
7,172 409 8,070 256
Accounts payable – trade Subscription liabilities and other advances from customers Other noninterest-bearing provisions and liabilities Total shareholders’ equity and liabilities
2,238
2,556
1,461
1,544
4,504 23,724
4,181 24,188
Change in shareholders’ equity SEK M Shareholders’ equity, opening balance
2012 7,172
2011 7,025
Dividend Translation difference Group contributions granted Tax on Group contributions granted Total direct charges to shareholders’ equity
–303 –61 –67 18 –413
–271 6 –69 18 –316
Profit for the year Shareholders’ equity, closing balance
–365 6,394
463 7,172
2012
2011
–514
323
1)
Of which, personnel costs
2)
Of which, items affecting comparability, see also Note 9
Condensed balance sheet SEK M Goodwill Other intangible fixed assets Tangible fixed assets Interest-bearing long-term receivables Other financial assets Deferred tax receivables Inventories Accounts receivable – trade Other current assets Interest-bearing current receivables1) Short-term investments, cash and bank balances Total assets
Investing activities Net investments in operations Net acquisitions and divestments of operations, shares and participations
5,621 –109 4,998
4,442 –314 4,451
–4,967
–4,507
–229
264
Cash flow from investing activities
–5,196
–4,243
Cash flow after investing activities
–198
208
Financing activities Dividend/Group contributions Net borrowing/amortization Cash flow from financing activities
–347 612 265
–395 54 –341
Cash flow for the year
67
–133
Liquid funds Liquid funds, Jan. 1 Cash flow for the year Translation difference Liquid funds, Dec. 31
350 67 –74 343
427 –133 56 350
Board of Directors and President’s Proposed Disposition of Unappropriated Earnings
The following earnings are at the disposal of the Annual Meeting: SEK 13,918,731,142 1,112,131,593 15,030,862,735
Retained earnings Earnings in 2012
The Board of Directors and the President propose that these funds be disposed of as follows: Dividend to the shareholder of SEK 0 per share, total To be carried forward to new account
0 15,030,862,735 15,030,862,735
The Board proposes no dividend.
Including accrued and prepaid interest income and expenses.
1)
Condensed cash-flow statement SEK M Operating activities Profit after taxes paid
6
bonnier ab annual report
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Income Statements SEK M Net sales Advertising tax Other operating revenues
Note 2, 3 9
Operating costs Raw materials and supplies Goods for resale Other external costs Personnel costs Amortization/depreciation and write-downs of intangible and tangible fixed assets Other operating costs
6, 7, 9 4, 5, 9 8
Total operating costs
Group 2012 29,175.7 –35.8 241.6 29,381.5
2011 29,819.1 –46.9 706.6 30,478.8
–2,992.3 –5,324.1 –8,433.4 –6,990.8
–3,256.7 –5,333.7 –8,791.0 –7,014.3
–5,616.2 9.1
Parent Company 2012 34.5
2011 57.5
6.8 41.3
0.7 58.2
–171.0 –74.0
–170.5 –84.9
–5,046.8 –59.0
–1.9
–2.0
–29,347.8
–29,501.5
–246.9
–257.4
Share of profit/loss in associated companies before tax
10
47.8
41.6
Operating profit/loss
2, 9
81.5
1,018.9
–205.6
–199.2
Income from financial investments Income from participation in subsidiaries Income from other securities and receivables held as fixed assets Other interest income and similar items Interest expense and similar items Total income from financial investments
11 12 13 13
–2.6 63.1 –359.0 –298.4
6.0 57.0 –418.0 –355.0
1,369.4 60.2 62.7 –265.0 1,227.3
662.3 62.3 46.7 –352.2 419.1
–217.0
663.9
1,021.7
219.9
–208.1 60.0 –365.1
–263.8 63.2 463.3
–0.1 90.5
–3.9
1,112.1
216.0
Parent Company 2012
2011
Profit after financial items Appropriations Tax on profit for the year Minority participations in profit for the year PROFIT FOR THE YEAR
14 15
Cash Flow Statements SEK M Operating activities Profit after financial items Adjustments for items not included in cash flow, etc.
Note
Group 2012
2011
Taxes paid Cash flow from operating activities before change in working capital
–217.0 5,620.7 5,403.7 –297.0 5,106.7
663.9 4,442.3 5,106.2 –341.1 4,765.1
1,021.7 88.6 1,110.3 –3.3 1,107.0
219.9 753.6 973.5 –32.0 941.5
Change in working capital Cash flow from operating activities
–109.1 4,997.6
–314.0 4,451.1
–1,990.0 –883.0
30.5 972.0
–228.8 –4,966.8
263.7 –4,507.4
–5,195.6
–4,243.7
–4,783.3 1.2 0.0 4,622.0 –160.1
–64.2 –0.9 –657.8 282.2 –440.7
–77.5 –24.8 852.8 –138.5 –72.3 –275.2 264,5
74.8 –85.6 972.2 –907.6 –142.4 –252.2 –340.8
1,085.8 0.0 260.4 –303.1 1,043.1
566.5 –826.6 –0.1 –271.1 –531.3
66.5 349.6 –73.1 343.0
–133.4 427.1 55.9 349.6
0.0 0.0
0.0 0.0
0.0
0.0
Investing activities Acquisition and divestment of operations Acquisition and divestment of fixed assets New lending Amortization received Cash flow from investing activities Financing activities New borrowing/receivables repaid, net Liabilities and receivables via acquisitions and divestments New borrowing, etc. Amortization of debt Group contributions Dividend paid Cash flow from financing activities CASH FLOW FOR THE YEAR Liquid funds, Jan. 1 Translation difference in liquid funds Liquid funds, Dec. 31
bonnier ab annual report
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Balance Sheets at December 31 SEK M ASSETS Fixed assets Intangible fixed assets Tangible fixed assets Buildings and land Plant and machinery Equipment, tools, fixtures and fittings Construction in progress and advance payments for tangible fixed assets
Financial fixed assets Participations in subsidiaries Participations in associated companies Other securities held as fixed assets Interest-bearing receivables Noninterest-bearing receivables
Note
Group 2012
2011
Parent Company 2012
2011
17, 28
11,966.2
12,624.8
0.5
0.0
29 29 29, 30
264.2 487.5 748.1
280.3 403.2 660.1
2.9
4.6
413.0 1,912.8
436.0 1,779.6
3.4
4.6
17,801.8
13,020.4
161.9 51.0 113.1 1,148.9 1,474.9
165.0 49.5 56.6 1,250.8 1,521.9
2,484.5 33.6 20,319.9
2,817.6 33.6 15,871.6
15,353.9
15,926.3
20,323.3
15,876.2
600.2 438.2 1,038.4
4,909.0 605.6 5,514.6
18
32, 34, 35 19, 31, 32 31, 32 31, 32 31, 32
Total fixed assets Current assets Inventories, etc.
20
1,301.0
1,311.2
Short-term receivables Interest-bearing receivables Noninterest-bearing receivables
21 21, 22
394.7 6,331.8 6,726.5
416.7 6,184.0 6,600.7
Short-term investments Cash and bank balances
25 25
2.0 341.0
2.1 347.5
8,370.5 23,724.4
8,261.5 24,187.8
1,038.4 21,361.7
5,514.6 21,390.8
300.0
300.0
300.0 91.8
300.0 91.8
1,965.6
1,501.5 391.8
391.8
4,493.3
4,907.5
–365.1
463.3
6,393.8
7,172.3
13,918.7 1,112.1 15,030.8 15,422.6
13,753.1 216.0 13,969.1 14,360.9
41.8
41.6
Total current assets TOTAL ASSETS SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity Share capital (5,228,296 Series A shares and 771,704 Series C shares)1) Statutory reserve Restricted reserves Restricted equity in the Parent Company Non-restricted reserves Profit brought forward Profit/loss for the year Non-restricted equity in the Parent Company Total shareholders’ equity Untaxed reserves Minority interests Provisions Interest-bearing provisions Noninterest-bearing provisions Total provisions
23, 33, 36, 37 23, 33
Long-term liabilities Interest-bearing liabilities Noninterest-bearing liabilities Total long-term liabilities
24, 25, 36 24
Current liabilities Interest-bearing liabilities Noninterest-bearing liabilities Total current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES Pledged assets Contingent liabilities 1)
8
26, 36 26, 27
36 37
337.4
409.1
1,775.2 221.8 1,997.0
1,677.3 377.7 2,055.0
177.6
166.7
177.6
166.7
5,885.0 22.4 5,907.4
5,329.2
2,546.8
2,555.1
5,329.2
2,546.8
2,555.1
1,053.9 8,034.9 9,088.8 23,724.4
1,260.6 7,961.6 9,222.2 24,187.8
3,013.5 159.4 3,172.9 21,361.7
1,919.4 2,347.1 4,266.5 21,390.8
5.8 269.1
5.7 291.7
5,127.5
4,901.5
All shares are paid in full, and the number remained unchanged during 2011 and 2012. Series A shares carry one vote and Series C shares carry 10 votes. The shares quota value is 50.
bonnier ab annual report
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Change in Shareholders’ Equity Share capital 300.0
SEK M Opening balance, Jan. 1, 2011 Appropriation of profit Dividend Translation difference Group contributions granted Tax on Group contributions granted Transfer between restricted and non-restricted reserves Profit for the year
–43.7
Opening balance, Jan. 1, 2012 Appropriation of profit Dividend Translation difference Group contributions granted Tax on Group contributions granted Transfer between restricted and non-restricted reserves Profit for the year Closing balance, Dec. 31, 2012
300.0
300.0
Share capital 300.0
SEK M Opening balance, Jan. 1, 2011 Appropriation of profit/loss Group contributions Dividend Profit for the year Opening balance, Jan. 1, 2012 Appropriation of profit/loss Group contributions Dividend Profit for the year Closing balance, Dec. 31, 2012
bonnier ab annual report
Restricted reserves 1,545.2
300.0
1,501.5
Group Nonrestricted reserves 4,468.3 711.1 –271.1 6.4 –69.0 18.1 43.7
464.1
4,907,5 463,3 –303.1 –61.0 –66.9 17.6 –464.1
1,965.6
4,493.3
Statutory reserve 91.8
91.8
13,753.1 216.0 252.7 –303.1
2012
91.8
13,918.7
Total 7,024.6 –271.1 6.4 –69.0 18.1
463.3
463.3
463.3 –463.3
7,172.3 –303.1 –61.0 –66.9 17.6
–365.1 –365.1
Parent Company Profit/loss brought Profit/loss forward for the year 13,552.6 471.7 471.7 –471.7 –0.1 –271.1 216.0
300.0
Profit/loss for the year 711.1 –711.1
216.0 –216.0
1,112.1 1,112.1
–365.1 6,393.8
Total 14,416.1 –0.1 –271.1 216.0 14,360.9 252.7 –303.1 1,112.1 15,422.6
9
Notes to the Financial Statements NOTE 1 Principles of accounting and valuation The annual report is prepared in accordance with the Annual Accounts Act and general recommendations of the Swedish Accounting Standards Board. Bonnier AB is not a listed company and thus does not report according to International Financial Reporting Standards, IFRS. However, Bonnier AB complies with the former Swedish Financial Accounting Standards Councils recommendations (RR) and statements (URA) to the extent that these are applicable to non-listed companies according to the Swedish Accounting Standards Board. The Group’s valuation principles agree with these recommendations whereas Bonnier AB deviates from certain of the requirements for information. The income statement employs classification of items by type of cost. This form of presentation conforms more closely with the Group’s internal control systems than allocation by functions. Consolidated accounts. The consolidated accounts include subsidiaries in which the Parent Company directly or indirectly has decisive influence. The consolidated financial statements have been prepared in accordance with the purchase method, whereby the equity in subsidiaries at the date of acquisition – established as the difference between the actual values of the assets and liabilities – is eliminated in its entirety. Accordingly, Group equity only includes the proportion of subsidiaries’ equity arising after the date of acquisition. When the Group’s acquisition value for shares is higher than the value shown in the acquisition analysis of the subsidiary’s net assets, the difference is reported as Group goodwill. The accounts of foreign subsidiaries are translated into SEK in accordance with the current-rate method, whereby all balance sheet items are translated at year-end exchange rates, while the income statements are translated at the average rate for the year. The resulting translation difference is credited/charged directly to restricted and non-restricted reserves in accordance with the Swedish Financial Accounting Standards Council’s recommen dation. Income of companies acquired during the year is consolidated for the period after the date of acquisition. Income of companies sold during the year is included in the consolidated accounts up until the date of sale. Internal profits within the Group are eliminated in their entirety, without taking minority interests into account. Minority participation in profit/loss for the year is reported in the consolidated income statement. Minority participation in the equity of subsidiaries is reported in a separate item in the consolidated balance sheet. Accounting for associated companies. Companies which are not subsidiaries, but in which the Parent Company has a significant influence and in which the Parent Company directly or indirectly holds at least 20 percent of the voting rights for all participations are regarded as associated companies. See Note 10 and Note 19. Associated companies are reported in the consolidated accounts by applying the equity method in accordance with RR 13. In the equity method, consolidation primarily takes the form of separate lines in the consolidated income statement and consolidated balance sheet. In the income statement, the Group’s share of earnings in associated companies after financial items is reported on a separate line as part of Group operating profit/loss. Shares of taxes in associated companies are included in Group tax expense. Participations in associated companies are reported in the balance sheet under financial assets. The item is increased or decreased by a percentage of income after deduction for any dividends received. Certain associated companies that are partnerships, and are mainly owned by SF Bio AB, have been reported in a manner stipulated by RR 13, appendix 1. Joint ventures. Operations where Bonnier AB is joint owner under agreement on joint determining influence are classified as joint ventures. The Group is only involved in joint ventures which
10
constitute a separate legal entity and these are reported in the Group financial statements according to the proportional method. The proportional method means that the Group’s share of assets, liabilities, income and expense in the jointly controlled company is merged item by item with equivalent items in the Group’s income statement and balance sheet. Interests in joint-owned companies are reported in the parent company at acquisition value with deduction for any write-downs. Cash flow statements. The cash flow statements have been prepared in accordance with the indirect method. The reported cash flow only includes transactions that result in incoming or outgoing payments. In addition to cash and bank balances, financial instruments exposed merely to an insignificant risk of fluctuations, which are traded in an open market at known amounts or with a maximum maturity of three months, have also been classified as liquid funds. Fixed assets. Straight-line amortization/depreciation of intangible and tangible fixed assets is based on historical cost and is systematically written off over the estimated useful life of the asset. The following annual rates of amortization/depreciation are applied: Intangible fixed assets Buildings and land
5–20 percent 1–5 percent
Plant and machinery
5–33 percent
Equipment, tools, fixtures and fittings
5–50 percent
A 20 percent amortization is normally applied to intangible assets. On acquisition values of more than SEK 5 M a lower percentage rate may be used if special reasons justify this. The most important deviations from 20 percent amortization for intangible assets are as follows: Goodwill arising from the acquisition of Sydsvenska Dagbladets AB is amortized at 5 percent per year. This goodwill is attributable to the special value of the publishing licenses held by the newspapers acquired, and their strong positions in the local markets in Skåne. Skånemedia, which was amortized at 5 percent per year, was sold in late 2011. A 5 percent goodwill amortization is applied to the TV operations. This is justified by the possession of strong brands on the TV market in the Nordic region. A 5 percent goodwill amortization is applied to Bonnier Corporation (holding 90%) and is justified by the company’s strong position within special periodicals for sports, fishing, boats and science as well as leading titles for new parents and parents-to-be. 5 percent amortization is applied to goodwill from the acquisition of Cappelen Damm Holding AS (ownership interest 50%) and is justified by the company’s strong position as one of Norway’s largest publishing groups with a broad market basis and high quality publication activities within all areas of literature. Amortization of 6.67 percent (15 years) is applied to AB Kvälls tidningen Expressen’s acquisition of GT/Göteborgs-Tidningen AB, and is warranted by the strong position GT has in the local newspaper market in Gothenburg. Amortization of 10 percent is applied to the book publishers arsEdition GmbH, Ullstein Buchverlage GmbH, Thienmann Verlag GmbH and Bloomsbury Verlag GmbH in Germany, The Five Mile Press Pty Ltd. in Australia and the children’s book publisher The Templar Company Ltd. in UK due to the stability of operations and portfolio of strong book titles. 10 percent amortization is applied to Weldon Owen Publishing, Inc., in the US, which is justified by the company’s leading position in branded literature. Amortization of 10 percent is applied to Adlibris AB and is justified by the company’s strong position as the dominant Internet bookstore on the Swedish market.
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 cont. Amortization of 10 percent is also applied to Idé-Nyt A/S, which is warranted by the fact that the newspaper is an established brand and market leader in coupon book distribution in Denmark. The same amortization rate is also applied to Benjamin Media A/S as a result of the strong position that the company enjoys in the Danish magazine market. Amortization of 10 percent was applied to goodwill from the acquisition of the Russian specialty magazine publisher Bonnier Publications, OOO and is justified by the company’s strong position on the market. Amortization of 10 percent is applied to Suoramedia Oy, which is justified by the company’s strong position in the distribution of coupon books in Finland, among other areas. Amortization of 10 percent for Discshop Svenska Näthandel AB and Soft Capital Investment AB is warranted by these operations’ considerable market shares in a growing market. 10 percent amortization is applied to Norsk Helseinformatikk AS, which is justified by its strong position in health informationion Norway 10 percent amortization is applied to Företagslitteratur Sverige AB and Pocket Shop AB, which is justified because the company is well established in its field and has acted in the market for a long time. The business is profitable, has strong growth and a diverse customer base. Goodwill related to acquisitions of Mediafy AB is amortized by 10 percent per year since the company is expanding rapidly in the area selling magazine subscriptions online, in Sweden under the name Tidningskungen, and has a platform that allows for continued growth in new markets. 10 percent amortization is applied to Tailsweep AB, which is justified by its strong position in a growing market. Individual amortization is applied to acquired film and broadcasting rights depending on the conditions in each contract. The buildings and land at DNEX Tryckeriet’s Akalla printing complex and Sydsvenskan Tryck AB’s printing plant in Fosie are assumed to have a useful life of 40 years. The useful life of the buildings’ fittings and fixtures is estimated to be 15 years. A useful life of 20 years is assumed for the presses, and the life of other equipment is assumed to be 10 years. The useful life in each main category is an average, since each category contains equipment with both shorter and longer estimated useful life. The printing plants were originally designed to meet what was expected to be a growing demand – especially with respect to fourcolor and on-line insertion capacity – since this was deemed to be more rational than increasing capacity by stages. The depreciation plan recognized that utilization of capacity would rise gradually during the first 10 years after commencement of production in 1993 at Akalla and in 1994 at Fosie. This would result in a better correlation between costs and revenues. In connection with the acquisition by Bonnier AB of the Akalla printing plant in 1998, the depreciation model was changed. The value assigned to Bonnier AB’s acquisition is subject to straight-line depreciation for the remainder of the above depreciation period. The depreciation model in which depreciation is based on gradually increased capacity utilization continues to apply to the Fosie plant, however. Straight-line depreciation is applied to newly acquired equipment with the abovementioned useful periods. “Month-by-month” depreciation is applied, whereby equipment purchased in January and depreciated over five years is depreciated at a rate of 20 percent in the first year, while assets purchased in December are depreciated by one twelfth of 20 percent. Film and broadcasting rights are recognized under the heading Film rights. The costs for these are reported under the heading Amortization/depreciation and write-downs of intangible and bonnier ab annual report
2012
tangible assets. Guaranteed royalties, reported as Prepaid expenses, are expensed following a case-by-case review, taking into account future estimated revenues. Royalty costs are included in Other external costs in the income statement. Intangible investments that are of significant value for the business in future years, and which are of a significant size, are capitalized and amortized over a conservatively estimated useful life. Fixed assets are reported on the asset side of the balance sheet at acquisition value, after deduction for accumulated depreciation according to plan and write-downs and with addition of possible write-ups. Negative goodwill. Negative Group goodwill consists of the amount by which real value of the Group’s share of acquired net assets exceeds the acquisition value. Negative goodwill is reported as noninterest-bearing provisions. When negative goodwill is associated with expectations of future losses and costs that have been identified in the acquisition and can be measured in a reliable manner, but does not represent identifiable liabilities, this portion of negative goodwill is reported in the income statement when the future losses and costs are realized. Any outstanding negative goodwill that does not exceed the real value of the acquired nonmonetary assets is reported in the income statement on an accrual basis over the remaining weighted average useful life for these assets. The portion of negative goodwill that exceeds the real value of these assets is reported immediately in the income statement. Dissolution of negative goodwill is reported in the income statement in the item Amortization/depreciation and write-downs of intangible and tangible assets. Write-downs. If there is any indication that an asset has declined in value, an assessment is made of the asset’s reported value. In cases in which an asset’s reported value exceeds its computed recovery value, the asset is written down to its recovery value. Leasing. The financial leasing agreements concluded mainly relate to vehicle leasing, and the amount is of negligible importance in assessing the Group’s position and income. In 2010, the Group entered into a financial leasing agreement regarding Strandboulevarden 130 in Copenhagen. The property, essentially used by the Group, was sold to Danske Leasing A/S. The rent level is market based. The agreement includes a buyback right in 2016 at a fixed price. Major operational leasing agreements primarily involve rental agreements and a limited number of other leasing agreements. See also Note 6. Receivables. Receivables are stated in the amounts expected to be received, based on evaluation in each specific case. Receivables and liabilities in foreign currency. Receivables and liabilities in foreign currency are translated in the individual subsidiaries at year-end exchange rates, in accordance with RR 8. Foreign exchange gains are offset against foreign exchange losses, regardless of the currency. Short-term investments. Short-term investments are valued at the lower of acquisition value and market value at year-end. Items affecting comparability. Profit/loss from items affecting comparability is recorded in note to the Condensed income statement on page 6 in the Board of Directors’ Report. Items affecting comparability are specified in Note 9. Valuation of inventories. Inventories are valued at the lower of cost – in accordance with the first-in/first-out principle – and net realizable value at year-end, or alternatively at 97 percent of the acquisition value.
11
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 cont. Reporting of revenues and expenses. Sales of goods are reported on delivery to the customer in accordance with the terms and conditions of sale. Advertising revenues are reported net. Gross revenues are reduced by discounts and by advertising tax. Circulation revenues are reported net. Gross revenues are reduced by commissions and any discounts that apply. Rental income is reported for the period to which renting pertains, and royalty and similar items in accordance with the financial implication of the particular agreement. Other operating revenues comprise revenues not related to the company’s current operations. In accordance with the Act relating to Tax on Advertisements and Advertising (1972:266), advertising has in 2012 been subject to advertising tax of 3 percent (3) of taxable value. Government grants for joint distribution of newspapers, and a small number of other minor subsidies, are reported as cost reductions. Employee benefits. For defined-benefit pension plans the Group is applying RR 29. There are a number of defined-contribution as well as definedbenefit pension plans within the Group. In Sweden and Germany, the employees are covered mainly by defined-benefit pension plans and in other countries mainly by defined-contribution plans. In defined-contribution plans, the company pays a fixed fee to a separate legal entity and has no obligation to pay any additional fees. The Group’s earnings are charged with the costs incurred as the benefits are earned. In defined-benefit plans, payments are made to employees and former employees based on salary at the time of retirement on pension and the number of service years. The Group carries the risk that the committed payments are made. Defined-benefit pension plans are both funded and unfunded. The net of the calculated present value of the commitments and the current value of the managed assets is reported in the balance sheet as either a provision or a long-term financial receivable. In such cases in which the surplus in a plan cannot be utilized fully, only that portion of the surplus that the company can recover through reduced future payments or repayments is reported. The pension costs and pension commitments for definedbenefit plans are calculated based on actuarial grounds. The method distributes the costs for pensions in pace with the benefits earned by the employee through service to the company that increases their right to future payments. The company’s commitments are valued at the present value of future payments by applying a discount rate of interest that corresponds to the interest on first-class corporate bonds or alternatively government bonds with a term equivalent to the actual commitments. The interest expenses less the expected return on the managed assets are classified as a financial expense. Other cost items in the pension cost are charged against operating profit. If the pension cost and pension provisions that are determined for Swedish plans in accordance with RR 29 deviate from the corresponding amount pursuant to FAR’s Recommendation RedR 4, Reporting of Pension Liabilities and Pension Costs, an expense for a special payroll tax on the difference is also reported, in accordance with URA 43. The accounting principle described above for defined-benefit pension plans is only applied in the consolidated accounts. The Parent Company reports defined-benefit pension plans in accordance with RedR 4. The Parent Company has undertaken defined-benefit pension due to employees. The Parent Company’s obligations to pay pension in the future thus have a present value, determined for each employee by, among other factors, pension level, age and to what degree the full pension has been earned. This present value has been calculated in accordance with actuarial grounds and is based on the salary and pension levels at the closing date. The pension obligations are reported as a provision in the balance
12
sheet. The pension commitment for salaried employees secured trough insurance with Alecta is reported in the Parent Company as a defined-contribution plan. The interest portion of pension costs for the year is reported as a financial expense. The interest rate specified by the PRI (Pension Registration Institute) is 4.2 percent (4.5). Other pension costs are charged against operating profit. Research and development. Expenditures for research programs are expensed as incurred. Development expenses are also normally expensed as incurred. These expenses primarily pertain to the development of new publishing products – paperbased and electronic – and normally do not fulfil the criteria of RR 15 for reporting as an asset in the balance sheet. Some major development projects are capitalized and amortized over their estimated useful lives. Software. Standard software is expensed. Expenses incurred for software that has been developed for or considerably adapted for the Group are capitalized if they probably offers financial advantages that exceed costs after one year. Loan costs. Interest expense for certain large investment projects has been capitalized in the consolidated accounts during the construction period. On the other hand, no capitalization has occurred in the subsidiaries concerned. The tax implications have been taken into account and are reported as deferred tax liability. Income tax. Reported income tax consists of tax to be paid or received for the year in question, adjustments pertaining to current tax for prior years, changes in deferred tax and participation in the tax of associated companies. All tax liabilities/receivables are valued at the nominal amount and in accordance with the tax regulations and tax rates determined or announced and which will certainly be approved. The concomitant tax effects for items reported in the income statement are also reported in the income statement. The tax effects of items booked directly against shareholders’ equity are reported against shareholders’ equity. Deferred tax is estimated in accordance with the balance sheet method, based on all temporary differences between reported and taxable values for assets and liabilities. Temporary differences arise mainly through valuation of loss carry-forwards and untaxed reserves. Deferred tax assets for loss carry-forward deductions or other future deductions for tax purposes are reported if it is likely that the deduction may be offset against a surplus for future taxation purposes. Due to the correlation between reporting and taxation, the deferred tax liability on untaxed reserves is reported in the Parent Company as part of untaxed reserves.
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 Net sales and operating profit Net sales by business areas are distributed as follows: SEK M Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Total net sales
Group 2012 4,096.4 2,204.4 4,907.2 8,160.8 1,039.7 4,736,0 4,216.4 –185.2 29,175.7
2011 3,964.1 2,302.3 5,250.1 8,014.4 1,092.6 5,360.4 3,986.8 –151.6 29,819.1
Group 2012 16,205.4 3,634.9 2,691.5 1,929.3 1,876.8 1,636.5 165.3 147.8 142.5 97.5 94.5 90.4 83.6 83.0 51.8 41.1 33.4 17.5 13.2 139.7 29,175.7
2011 16,785.2 3,712.7 2,579.4 2,000.3 1,884.6 1,677.3 167.4 141.1 130.0 92.8 77.3 105.8 100.4 93.5 57.6 72.3 31.9 15.5 13.4 80.6 29,819.1
Group 2012 87.1 146.5 –16.0 7.8 69.6 238.6 189.8 –641.9 81.5
2011 605.8 208 –3.4 374.6 26.7 415.7 54.6 –663.1 1,018.9
Parent Company 2012 2011
34.5 34.5
57.5 57.5
Net sales by geographical markets are distributed as follows: SEK M Sweden Finland Norway Denmark USA Germany Russia UK Australia France Estonia Poland Austria Slovenia Netherlands Switzerland Lithuania Italy Spain Other markets Total net sales
Parent Company 2012 2011 30.6 54.2 0.2 0.6 2.3 0.3 0.7
1.7
1.0
0.4 34.5
57.5
Operating profit/loss (EBIT) by business areas are distributed as follows: SEK M Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Total operating profit/loss (EBIT)
Parent Company 2012 2011
–205.4 –205.4
–199.2 –199.2
NOTE 3 Intra-group transactions Parent Company 2012 2011 47.8 23.1 49.8 60.2
Purchases, % Sales, %
The price applied in connection with purchases and sales between Group companies is normally the lowest price in transactions with external parties.
bonnier ab annual report
2012
13
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 Average number of employees, etc. Average number of employees
Parent Company Subsidiaries Sweden United States Finland Denmark Germany Russia Norway Poland Estonia Slovenia UK Lithuania Australia France Ukraine Holland Malta Luxembourg Belgium Bulgaria Subsidiaries Joint ventures in Norway Group
2012 Number of employees 28
of whom women, % 50
2011 Number of employees 38
of whom women, % 61
5,271 975 902 744 481 360 242 207 192 134 116 94 49 41 23 10 7 2 2 – 9,852
50 54 61 51 77 65 62 64 79 64 64 74 65 49 87 100 14 50 50 – 55
5,331 1,060 756 784 435 364 237 221 173 133 88 96 64 45 23 – 4 – 2 47 9,821
49 55 53 52 75 62 60 58 74 65 61 71 69 49 83 – – – 50 26 53
297 10,177
65 55
285 10,186
65 54
The average number of employees is calculated as the average number of employees on various dates during the year. Part-time employment is translated to full-time.
Board members and senior executives
2012 Number on closing date
of whom women, %
2011 Number on closing date
of whom women, %
Group Board members Presidents and other senior executives
863 572
22 35
835 548
21 31
Parent Company Board members President and other senior executives
12 10
33 50
12 9
17 56
14
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 5 Wages, salaries, other remuneration and social security costs Principles for remuneration to the Board and senior executives The Annual Meeting approves fees paid to Board members. Certain Board members of Bonnier AB are also paid fees for their work on the Boards of subsidiaries. Board members elected by the Annual Meeting and who are employed by Bonnier AB with subsidiaries, as well as employee representatives, do not receive Board fees from the Bonnier AB Group. The Chairman is remunerated by Bonnier Holding AB, Parent Company of Bonnier AB. A remuneration committee (Board Chairman Carl-Johan Bonnier as well as Board members Pontus Bonnier and Arne Karlsson) makes decisions concerning terms of employment for the President. The terms of employment for other senior executives are Group
determined by the President in consultation with the Board Chairman. Variable portions of commissions on profits or bonuses have ceilings denominated in SEK or as a percentage of the basic salary. Agreement on severance pay and termination period For the President, the period of notice is 6 months when notice is served by the President and 18 months when served by the company. No severance pay is provided. The period of notice for other senior executives normally amounts to between 6 and 12 months. The period of notice when served by the company is subject to agreements and in certain cases there are also agreements covering severance pay.
2012 Wages/salaries and other remuneration 35.0 4,892.6 190.0 5,117.6
SEK M Parent Company Subsidiaries Joint ventures Group
2011
Social security costs 41.3 1,565.8 42.6 1,649.7
SEK 1.6 M (0.7) of the Parent Company’s pension costs pertains to current President. SEK 7.8 M (6.9) pertains to members of the Board and former Presidents (incl. Executive Vice Presidents). The company’s pension obligations to these persons, which are reported as a liability, amount to SEK 90.3 M (85.5).
(of which pension costs) 21.1 463.7 14.6 499.4
Wages/salaries and other remuneration 46.3 4,854.8 165.4 5,066.5
Social security costs 36.8 1,540.3 42.0 1,619.1
(of which pension costs) 16.1 433.4 15.6 465.1
SEK 34.9 M (32.4) of the Group’s pension costs pertains to members of Boards and Presidents. The Group’s pension obligations to these persons, which are reported as a liability, amount to SEK 216.4 M (194.8).
Wages, salaries and other remuneration distributed among Boards and Presidents and Other employees:
SEK M Parent Company Subsidiaries Joint ventures Group
bonnier ab annual report
2012
Boards and Presidents 10.1 209.0 3.0
2012 (of which bonus, etc.) 2.0 29.1 1.0
Other employees 24.9 4,683.6 187.0
Boards and Presidents 9.4 208.2 2.5
2011 (of which bonus, etc.) 1.3 47.5 0.5
Other employees 36.9 4,646.6 162.9
222.1
32.1
4,895.5
220.1
49.3
4,846.4
15
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6 Leasing agreements SEK M Financial leasing agreements
Group 2012
2011
Parent Company 2012
864.7
856.6
11.4
11.0
833.6 2,278.5 1,639.8
849.8 2,450.1 1,531.8
8.9 10.2
8.8 18.7
2011
The Group has entered into a financial leasing agreement regarding Strandboulevarden 130, see below. Other financial leasing primarily involves the leasing of vehicles. Operational leasing agreements Operational leasing agreements of material importance primarily involve rental agreements and a limited number of other leasing agreements. Leasing fees for the year Contracted future leasing fees Within 1 year 1–5 years More than 5 years
In 2010, Bonnier Publications A/S sold its property at Strandboulevarden 130 in Copenhagen to Danske Leasing A/S. The property is essentially used by the seller, who pays market-based
rent. Bonnier AB has taken on a joint rent lease. Bonnier Publications A/S is entitled but not obliged to buy back the property in 2016 at a fixed price.
NOTE 7 Fees to auditors Group 2012
2011
21.4 2.0 2.9 12.8
17.2 1.7 1.8 9.1
KPMG AB Audit fees Audit-related fees Tax advisory fees Other fees
0.8 0.1 0.4 0.3
2.8 0.2 0.3 0.6
Other auditors Audit fees Audit-related fees Tax advisory fees Other fees Total
4.0 0.7 0.9 1.1 47.4
3.5 0.4 1.4 1.3 40.3
SEK M PricewaterhouseCoopers AB Audit fees Audit-related fees Tax advisory fees Other fees
Parent Company 2012 3.0
2011
0.5 6.8
1.6 0.2 0.4 2.2
10.3
4.4
NOTE 8 Amortization/depreciation and write-downs of intangible and tangible fixed assets SEK M Intangible fixed assets (see also Note 28) Tangible fixed assets (see also Note 18 and 29) Total
16
Group 2012 –5,202.0 –414.2 –5,616.2
2011 –4,649.0 –397.8 –5,046.8
Parent Company 2012 –1.9 –1.9
bonnier ab annual report
2011 –2.0 –2.0
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9 Items affecting comparability SEK M Capital gain on subsidiaries and associated companies sold Restructuring costs Total
Group 2012 –13.9 –44.5 –58.4
2011 522.3 –115.1 407.2
Items affecting comparability are shown in the following lines in the income statement: Other operating revenues Other external costs Personnel costs Total
3.7 –17.6 –44.5 –58.4
558.9 –36.6 –115.1 407.2
NOTE 10 Share of profit/loss in associated companies before tax The Group’s participation in associated companies with not insignificant profit/loss and in shareholders’ equity is presented in the consolidated a ccounts in accordance with the equity method,
SEK M Borås Tidning Tryckeri AB HemNet Service HNS AB1) Nordic World AS SF Kino Stavanger/Sandnes AS Tidningarnas Telegrambyrå AB Tidsam AB Other Total 1)
Ownership, % Dec. 31, 2012 50.0 0.0 50.0 49.0 30.0 42.5
as shown in Note 1. Share of profit/loss before tax is reported on a separate line as part of operating profit and the results by associat ed company were as follows: Group 2012 16.6 – –0.8 8.3 13.4 9.2 1.1 47.8
2011 12.1 4.9 –2.6 3.8 15.0 11.3 –2.9 41.6
The company was sold in 2011.
NOTE 11 Income from participation in subsidiaries SEK M Subsidiaries Dividends Group contribution, dividends Result from sale of shares Write-downs Group contribution, cover for losses Total
bonnier ab annual report
2012
Parent Company 2012 1,382.5
–13.1 1,369.4
2011
5,615.3 492.7 –40.1 –5,366.8 –38.8 662.3
17
NOTES TO THE FINANCIAL STATEMENTS
NOTE 12 Income from other securities and receivables held as fixed assets SEK M Dividends Interest income from Group companies Other interest income Capital gain on sales Write-downs Total
Group 2012 0.1 0.6 –3.3 –2.6
2011 1.9 5.3 1.7 3.5 –6.4 6.0
Parent Company 2012
2011
60.2
61.4 0.9
60.2
62.3
NOTE 13 Other interest income and similar items and interest expense and similar items SEK M Other interest income and similar items Interest income from Group companies Other interest income Total Interest expense and similar items Interest expense owed to Group companies Other interest expense Exchange-rate differences Total
Group 2012
2011
1.1 62.0 63.1
3.6 53.4 57.0
53.3 9.4 62.7
26.1 20.6 46.7
–7.2 –351.8 0.0 –359.0
–13.2 –404.8
–142.6 –97.9 –24.5 –265.0
–136.5 –86.4 –129.3 –352.2
–418.0
Parent Company 2012
2011
NOTE 14 Appropriations Parent Company 2012 –0.1 –0.1
SEK M Accelerated depreciation Total
2011
NOTE 15 Tax on profit for the year SEK M Current tax expense Deferred tax income/expense Deferred tax change in taxrate Share of tax in associated companies Tax on profit for the year Tax effect of Group contributions reported directly against shareholders’ equity Taxes paid
Group 2012 –220.6 76.0 –50.8 –12.7 –208.1
2011 –343.4 95.2 –15.6 –263.8
17.6
18.1
–297.0
–341.1
Group 2012 5,616.2
2011 5,046.5
Parent Company 2012 0.3 90.2
2011 –3.6 –0.3
90.5
–3.9
–3.3
–32.0
NOTE 16 Adjustments for items not included in cash flow, etc. SEK M Amortizations, depreciations and write-downs Anticipated dividends, Group contributions Share of profit/loss in associated companies Capital gains Accrued interest income and interest expense Unrealized exchange-rate differences Other Total
18
–47.8 63.9 13.3
–41.6 –576.3 12.9
–24.9 5,620.7
0.8 4,442.3
Parent Company 2012 2011 5,368.8 –4,853.5
55.8 19.9 12.9 88.6
bonnier ab annual report
40.1 45.4 143.0 9.8 753.6
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 17 Intangible fixed assets Group 2012 7,981.3 1.9 2,638.1 831.5 513.4 11,966.2
SEK M Goodwill Publishing rights Film and program rights Advances to suppliers Other intangible fixed assets Total Major goodwill items: SEK M TV operations Bonnier Corporation Tidnings AB Marieberg Benjamin Media A/S Adlibris AB Cappelen Damm Holding AS Sydsvenska Dagbladets AB Weldon Owen Publishing, Inc. Ullstein Buchverlage GmbH Idé-Nyt A/S Mediafy AB GT/Göteborgs-Tidningen AB Other companies1) Total 1)
Acquisition value 7,302.3 1,811.5 1,870.6 278.6 289.1 275.1 224.6 185.3 185.7 164.4 119.4 156.0 2,321.2 15,183.7
Group Planned residual value 5,310.7 1,223.2 0.0 112.8 156.2 193.8 16.6 60.2 7.9 53.3 99.3 0.0 747.2 7,981.3
2011 8,628.3 1.6 2,649.4 856.9 488.6 12,624.8
Parent Company 2012 2011
0.5 0.5
Outstanding number of years 15.9 14.2 6.8 8,0 15.8 1.5 3.3 0.5 6.8 8.5 0.0
Including goodwill items with acquisition value below SEK 100 M.
See also Note 28.
NOTE 18 Construction in progress and advance payments for tangible fixed assets SEK M Construction in progress Balance, Jan. 1 Costs accrued during the year Sales and disposals during the year Reallocations during the year Acquisitions and sales of companies Depreciation for the year Translation difference Total
bonnier ab annual report
2012
Group 2012 436.0 342.2 0.0 –364.9 0.0 0.0 –0.3 413.0
2011 58.1 408.7 –0.1 –26.9 –3.8 436.0
19
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19 Participations in associated companies
Corp. Reg. No Indirect holdings in associated companies: Besöksupplevelser Sverige AB Bokrondellen HB Borås Tidning Tryckeri AB Börs-SM AB City Skåne AB Den Norske Bokdatabasen AS Elib AB Fem Förlag AB Filmkameratene AS Hela Skåne AB Kvällspressen Impact, AB Lägenhetsbyte Sverige AB Media Mätning i Skandinavien MMS AB Nordic World AS Oy Mediuutiset Ab Platco Oy Pocket Shop GmbH Pressens Morgontjänst AB Pressens Morgontjänst KB SF Kino Stavanger/Sandnes AS Suomen Radioviestintä Oy Svenska Bio Lidingö, HB Taskukirja Loisto Oy Tidningarnas Telegrambyrå AB TidningsRetur i Nyköping AB Tidsam AB Västerås Biografer, AB Svensk Filmindustri & Co HB Group total
556848-8174 969698-9996 556268-0578 556502-9088 556754-8515 990820023 556600-2126 556187-5054 937731647 556701-4922 556621-8276 556685-6018 556353-3032 988873160 1471935-8 1703676-3 DE255294 556137-8638 916642-7139 882288072 1012135-9 916615-5698 0457897-7 556564-5487 556230-0102 556423-4788 902002-1664
Reg. office
% of share capital
Number of participations/ shares
Reported value in SEK M1)
50.0 25.0 50.0 50.0 33.3 12.5 25.0 50.0 50.0 33.3 50,0 45.0 24.0 50.0 50.0 33.3 49.9 50.0 50.0 49.0 27.7 50.0 25.0 30.0 50,0 42.5 50.0
250 1 20,000 500 500 20,625 500 510 50 200 500 450 1,225 5,000 1,000 100 12,475 500 1 490,000 20,914 1 25 149,301 2,500 42,500 1
0.3 0.0 32.3 0.1 0.1 2.1 1.7 0.1 3.3 0.1 0.2 0.9 6.3 0.0 1.0 0.1 3.2 0.0 0.6 31.7 0.5 0.0 1.5 50.3 0.3 25.2 0.0 161.9
Stockholm Stockholm Borås Stockholm Malmö Oslo Stockholm Gothenburg Oslo Malmö Stockholm Stockholm Stockholm Oslo Helsinki Helsinki Berlin Stockholm Stockholm Sandnes Helsinki Lidingö Helsinki Stockholm Stockholm Stockholm Stockholm
Total acquisition value2) Total change in shareholders’ equity due to the application of the equity method instead of the acquisition method 1) 2)
–56.1 105.8
Reported value refers to the Group. After write-downs, as circumstances dictate.
Associated companies reported for the first time in accordance with the equity method:
Group Proportion of shareholders’ equity1) 3.2 3.2
SEK M Pocket Shop GmbH Total 1)
Reported value 3.2 3.2
Difference 0.0 0.0
In the associated company.
NOTE 20 Inventories, etc. SEK M Raw materials and consumables Semi-finished goods Finished goods Goods for resale Work in progress on contract Advance payments to suppliers Total
20
Group 2012 81.4 93.9 453.2 371.7 172.8 127.9 1,301.0
2011 116.2 108.1 523.1 308.0 135.1 120.7 1,311.2
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21 Short-term receivables SEK M Interest-bearing receivables Receivables from Group companies Receivables from subsidiaries Receivables from associated companies Other receivables Total Noninterest-bearing receivables Receivables from Group companies Receivables from subsidiaries Receivables from associated companies Accounts receivable - trade Tax receivables Other receivables Prepaid expenses and accrued income (Note 22) Total
Group 2012
2011
61.3
131.3
29.6 303.8 394.7
27.2 258.2 416.7
0.4
0.7
60.8 3,782.4 206.4 428.5 1,853.3 6,331.8
51.3 3,653.1 120.6 516.9 1,841.4 6,184.0
Parent Company 2012
2011
60.0 535.7
131.3 4,776.5
4.5 600.2
1.2 4,909.0
345.5
507.5 0.3
35.8 3.5 53.4 438.2
2.1 95.7 605.6
NOTE 22 Prepaid expenses and accrued income SEK M Noninterest-bearing receivables Accrued advertising revenues Accrued subscription revenues Accrued interest income Prepaid films Prepaid rents Prepaid marketing costs Prepaid editorial costs Exchange-rate differences in foward transactions Other items Total
Group 2012 122.6 226.3 46.4 289.6 92.6 197.3 28.7 0.2 849.7 1,853.3
2011 81.5 240.1 65.6 274.6 105.7 225.8 32.6 74.1 741.4 1,841.4
Parent Company 2012
2011
26.1
47.7
1.7
1.7
22.9 2.7 53.4
32.0 14.3 95.7
NOTE 23 Provisions SEK M Interest-bearing provisions Provisions for PRI pensions Provisions for other pensions Reserves for restructuring costs Provisions for future purchase from minority owners Other provisions Total Noninterest-bearing provisions Provision for deferred tax Other provisions Total
Group 2012
2011
1,217.7 327.8 59.9 124.4 45.4 1,775.2
1,143.8 355.5 18.8 155.5 3.7 1,677.3
197.3 24.5 221.8
340.3 37.4 377.7
Parent Company 2012
2011
49.7 127.9
48.6 118.1
177.6
166.7
Dissolution for the year is reported in the income statement on the line Amortization/depreciation and write-downs of intangible and tangible fixed assets. Refer also to Note 33.
bonnier ab annual report
2012
21
NOTES TO THE FINANCIAL STATEMENTS
NOTE 24 Long-term liabilities SEK M Interest-bearing liabilities Long-term liabilities to Group companies Other liabilities to credit institutions Total Noninterest-bearing liabilities Other liabilities Total
Group 2012
5,885.0 5,885.0
2011
5,329.2 5,329.2
Parent Company 2012 631.5 1,915.3 2,546.8
2011
631.5 1,923.6 2,555.1
22.4 22.4
NOTE 25 Available liquidity SEK M Credit limits Total loan programs Of which utilized amount Of which unutilized amount Short-term investments Cash and bank balances Available liquidity
Group 2012
2011
9,500 –3,830 5,670
9,500 3,256 6,244
2 341 6,013
2 348 6,594
Group 2012
2011
Parent Company 2012 9,500
2011 9,500
NOTE 26 Current liabilities Parent Company 2012
2011
SEK M Interest-bearing liabilities Liabilities to Group companies Liabilities to subsidiaries Liabilities to associated companies Reserves for restructuring costs Liabilities to credit institutions Total
50.3
99.8 3,013.5
1,919.4
27.7 103.9 872.1 1,053.9
56.0 237.0 867.8 1,260.6
3,013.5
1,919.4
Noninterest-bearing liabilities Advances from subscribers Other advances from customers Accounts payable - trade Liabilities to Group companies Liabilities to associated companies Tax liabilities Other liabilities Accrued expenses and prepaid income (Note 27) Total
1,025.2 435.9 2,238.3 70.1 15.1 210.0 727.6 3,312.7 8,034.9
1,208.8 334.8 2,555.6 72.0
7.8 75.8
11.6 2,235.8
190.3 733.4 2,866.7 7,961.6
1.3 74.5 159.4
3.6 1.2 94.9 2,347.1
NOTE 27 Accrued expenses and prepaid income SEK M Noninterest-bearing liabilities Liability for vacation payments Social security charges Accrued royalties Accrued marketing costs Accrued interest expense Personnel-related accrued costs Exchange-rate differences in forward transactions Program rights Other items Total
22
Group 2012 519.7 292.7 336.1 106.1 75.1 144.6 42.8 771.4 1,024.2 3,312.7
2011 515.1 268.4 244.5 124.2 58.4 212.9 77.3 250.8 1,115.1 2,866.7
Parent Company 2012
2011
6.9 7.8
5.3 4.5
47.3 5.4
51.2 9.1
7.1 74.5
24.8 94.9
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 28 Intangible fixed assets, Group SEK M Acquisition value, Jan. 1, 2011 Purchases/Altered purchase price Sales and disposals Acquisitions and sales of companies Reclassifications Translation difference Accumulated acquisition value, Dec. 31 Amortization, Jan. 1, 2011 Sales and disposals Acquisitions and sales of companies Amortization for the year Reclassifications Translation difference Accumulated amortization, Dec. 31
Goodwill 15,423.0 –1.4 –218.6 235.5 35.5 –290.3 15,183.7
Publishing rights 78.8 0.5 –28.1
–0.6 50.6
Film and program rights 7,486.4 4,307.4
Advances to suppliers 856.9
23.7 –27.2 11,790.3
–25.4
–6,720.8 217.4 –7.2 –758.4 –26.8 159.8 –7,136.0
–77.0 28.1
–4,836.8
–0.2
–4,314.8
0.6 –48.5
–0.4 –9,152.0
–73.9 1.2
–0.2
–0.2
831.5
Other 1275.9 166.6 –17.3 0.5 –11.0 –35.1 1,379.6
Total 25,121.0 4,473.1 –264.0 236.0 22.8 –353.2 29,235.7
–767.2 14.9 –0.2 –127.0 11.2 22.8 –845.5
–12,401.8 260.4 –7.4 –5,200.4 –15.6 182.8 –17,182.0
–20.2 1.0
–94.5 2.2
–1.5
–1.5
–20.7
6.3 –87.5
Write-ups, Jan. 1, 2011 Accumulated write-ups, Dec. 31 Write-downs, Jan. 1, 2011 Sales and disposals Acquisitions and sales of companies Write-downs for the year Reclassifications Translation difference Accumulated write-downs, Dec. 31
6.3 –66.4
–0.2
–0.2
Planned residual value, Dec. 31
7,981.3
1.9
2,638.1
831.5
513.4
11,966.2
Planned residual value, Dec. 31, 2011
8,628.3
1.6
2,649.4
856.9
488.6
12,624.8
Write-downs for the period are reported in the income statement on the line Amortization/depreciation and write-downs of intangible and tangible fixed assets.
NOTE 29 Tangible fixed assets, Group
SEK M Acquisition value, Jan. 1 Purchases Sales and disposals Acquisitions and sales of companies Reclassification Translation difference Accumulated acquisition value, Dec. 31
Buildings and land 2012 2011 378.2 449.6 3.0 0.4 –3.9 –30.5 –25.7 –15.1 –15.0 –7.8 –0.6 354.4 378.2
Depreciation, Jan. 1 Sales and disposals Acquisitions and sales of companies Depreciation for the year Reclassification Translation difference Accumulated depreciation, Dec. 31
–88.2 0.8
Write-downs, Jan. 1 Sales and disposals Acquisitions and sales of companies Write-downs for the year Reclassification Translation difference Accumulated write-downs, Dec. 31
–9.7
Planned residual value, Dec. 31
–7.6 13.1 0.9 –81.0
Plant and machinery 2012 2011 2,636.0 2,932.4 164.3 23.9 –46.2 –317.4 –0.1 376.8 –2.5 –6.2 –0.3 3,124.7 2,636.0
–101.1 9.7 12.1 –9.0 –0.1 0.2 –88.2
–1,679.0 39.7
–12.2 0.5 1.9
Equipment, tools, fixtures and fittings 2012 2011 2,529.0 2,748.2 376.3 212.9 –177.0 –260.4 43.4 –38.1 –414.1 –130.8 –31.1 –2.8 2,326.5 2,529.0
–1,843.4 320.9 0.1 –156.7 –0.1 0.2 –1,679.0
–1,853.5 152.8 –24.0 –205.0 340.3 25.6 –1,563.8
–2,045.9 241.5 25.7 –225.4 148.7 1.9 –1,853.5
–553.8 0.5
–553.8
–29.1 16.5
–0.5
4.4 –4.4
660.1
–186.9 –261.9 4.8 –2,083.3
0.5 –9.2
0.1 –9.7
–0.1 –553.9
–553.8
–15.4 15.2 –0.3 –14.2 0.0 0.1 –14.6
264.2
280.3
487.5
403.2
748.1
–7.3 4.4 0.1 –15.4
Write-downs for the year are reported in the income statement on the line Amortization/depreciation and write-downs of intangible and tangible fixed assets.
bonnier ab annual report
2012
23
NOTES TO THE FINANCIAL STATEMENTS
NOTE 30 Tangible fixed assets, Parent Company
SEK M Acquisition value, Jan. 1 Purchases Sales and disposals Accumulated acquisition value, Dec. 31 Depreciation, Jan. 1 Sales and disposals Depreciation for the year Accumulated depreciation, Dec. 31 Planned residual value, Dec. 31 Accelerated depreciation, Jan. 1 Accelerated depreciation for the year Accumulated accelerated depreciation, Dec. 31
24
Equipment, tools, fixtures and fittings 2012 11.7 0.3 –0.2 11.8
2011 12.9 1.0 –2.2 11.7
–7.1 0.1 –1.9 –8.9
–7.2 2.1 –2.0 –7.1
2.9
4.6
–0.7 –0.1 –0.8
–0.7 –0.7
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 31 Financial fixed assets, Group Participations in associated companies 179.1 1.7 –3.1 –3.5 2.3 –0.9 0.3 175.9
SEK M Acquisition value, Jan. 1, 2012 Purchases Change in share of equity Sales and disposals Acquisitions and sales of companies Reclassification Translation difference Accumulated acquisition value, Dec. 31 Write-ups, Jan. 1, 2012 Translation difference Accumulated write-ups, Dec. 31
Other securities held as fixed assets 53.0 14.9
Interest-bearing receivables from associated companies 5.8 10.0
Other interest-bearing long-term receivables 84.0 51.8
–14.0 1.0
–1.8
–1.0
14.0
26.8 –1.9 159.8
–5.8
–27.4
–0.1 54.8
Deferred tax receivables 1,250.8 6.3
0.7 –69.1 –39.8 1,148.9
0.0
0.4
0.0
0.4
Write-downs, Jan. 1, 2012 Sales and disposals Write-downs for the year Reclassification Translation difference Accumulated write-downs, Dec. 31
–14.1 0.1
–3.9 0.4
–14.0
–4.2
–5.8
–55.0
0.0
Planned residual value, Dec. 31
161.9
51.0
8.2
104.8
1,148.9
Planned residual value, Dec. 31, 2011
165.0
49.5
0.0
56.6
1,250.8
–0.7
–27.6
Write-downs for the year are reported in the income statement on the lines Income from other securities and receivables held as fixed assets.
NOTE 32 Financial fixed assets, Parent Company Participations in subsidiaries 28,614.7 1.6 4,832.4
SEK M Acquisition value, Jan. 1, 2012 Acquisitions/new loans Shareholder contributions Reclassification Translation difference Sales/amortization Accumulated acquisition value, Dec. 31
Participations in associated companies 0.0
Participations in other companies 0.0
Interest-bearing receivables from Group companies 2,817.6
Deferred tax receivables 33.6
–71.7 –261.3 2,484.6
33.6
–86.8 33,361.9
0.0
0.0
–15,594.3
0.0
0.0
47.3 –13.1 –15,560.1
0.0
0.0
Planned residual value, Dec. 31
17,801.8
0.0
0.0
2,484.6
33.6
Planned residual value, Dec. 31, 2011
13,020.4
0.0
0.0
2,817.6
33.6
Write-downs, Jan. 1, 2012 Reclassification Sales and disposals Write-downs for the year Accumulated write-downs, Dec. 31
Write-downs for the year are reported in the income statement on the lines Income from participation in subsidiaries and Income from other securities and receivables held as fixed assets.
NOTE 33 Provisions
SEK M Value, Jan.1, 2011 Provisions/reductions Utilized Reclassification Other incl. acquisitions/sales of companies Translation difference Value, Dec. 31
PRI pensions 1,143.8 137.0 –63.1
Other pensions 355.5 7.9 –33.2
1,217.7
–0.5 –1.9 327.8
Group Provision for future pur Restructuring chase from costs min. owners 18.8 155.5 50.2 –28.7 –3.1 –4.1 –5.2 4.9 –1.9 –0.8 –1.3 59.9 124.4
Parent Company
Deferred tax 340.3 –138.6
–3.9 –0.5 197.3
Other 41.1 35.5 –0.5 –5.7 –0.5 69.9
PRI pensions 48.6
Other pensions 118.1
–2.3
–9.4
3.4
19.2
49.7
127.9
The closing balance for provisions for restructuring costs pertains to Books International, Broadcasting, News Sweden, Magazines, Other business areas. Provisions will be utilized gradually during the period 2013–2014. Provision for future purchase from minority owners pertains to shares in companies where Bonnier AB Group has conducted option agreements to buy the shares from the minority shareholders.
bonnier ab annual report
2012
25
NOTES TO THE FINANCIAL STATEMENTS
NOTE 34 Participations in subsidiaries
1. 2.
3. 4.
5. 6.
26
B Media Invest AB Bink AB Generate Sweden AB Matchad AB Tailsweep AB Bonnier Annons AB Bonnier Books Nordic AB Adlibris AB Adlibris ApS Adlibris Finland Oy Discshop Svenska Näthandel AB Discshop Alandia Ab Bonnier Publishing Ltd. Bonnier Media Ltd. Editions Piccolia, S.A. Hot Key Books Ltd. Smellessence Ltd. The Five Mile Press Pty. Ltd. The Templar Company Ltd. Weldon Owen Ltd. Bonnierförlagen AB Albert Bonniers Förlag AB Bokförlaget Bonnier Fakta AB Bokförlaget Forum AB Bokförlaget Maxström AB Bonnier Audio AB Kartago Mediahus AB Månadens Bok, HB Wahlström & Widstrand, AB Företagslitteratur Sverige AB Jultidningsförlaget Semic AB Homeenter AB Homeenter Alandia Ab Homeenter Polska Sp. z o.o. Kustannusosakeyhtiö Tammi Bonnier Kirjat Suomi Oy Porvoon Kirjakeskus Oy Werner Söderström Oy Readme.fi Oy Pandaförsäljningen AB Pocket Shop AB Pocketgrossisten Bonnierförlagen AB Samdistribution Bonnierförlagen AB SEMIC International AB Bonnier Brands AB Bonnier Business Press AB Bonnier Business (Polska) Sp. z o.o. Informedia Polska Sp. z o.o. Puls Biznesu Net S.A. Bonnier Business Media OÜ Bonnier Business Press, ZAO Bonnier Business Press International AB Dagens Medicin Sverige AB ˇ Dagens Medisin AS Editora Paulista de Comunicações Científicas e Técnicas Ltda. Mediabas AB Medicine Today Poland Sp. z o.o. Norsk Helseinformatikk AS Veckans Affärer AB Bonnier Holding Ukraine LLC Rynok Media LLC Casnik Finance, d.o.o. Dagens Industri AB Dagens Industri Annons AB di.se online AB
Corp. Reg. No. 556748-2632 556166-2023 556657-0049 556873-9220 556712-7146 556458-9124 556233-3111 556261-3512 29619549 0195663-7 556604-9952 1932506-7 01273558 05311887 380771733 07735953 07724898 005966245 01549157 07891331 556023-8445 556203-3752 556145-9636 556014-8727 556526-8918 556074-9318 556512-5381 902003-8106 556043-7724 556641-3281 556166-9572 556293-3381 1655221-3 0000103243 0599340-0 2320862-1 2405922-1 1522079-4 2160350-5 556369-7720 556479-4609 556560-4583 556042-9887 556046-1336 556802-5646 556490-1832 0000024847 0000223380 0000062826 11460687 N 76340 556555-7187 556560-0037 979914253 CNPJ 08.528.247 556617-5518 0000099422 976516397 556739-9497 33629876 33784724 13140200 556221-8494 556509-5188 556509-7267
Reg. office Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Copenhagen Helsinki Stockholm Mariehamn Chichester Chichester St-Michel-sur-Orge London Chichester Melbourne Dorking London Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Sundbyberg Burlöv Mariehamn Warszawa Helsinki Helsinki Porvoo Helsinki Helsinki Karlstad Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Warsaw Warsaw Warsaw Tallinn St. Petersburg Stockholm Stockholm Oslo São Paulo Stockholm Warsaw Trondheim Stockholm Kiev Kiev Ljubljana Stockholm Stockholm Stockholm
% of share capital 100.0 100.0 100,0 80,0 100.0 100.0 100.0 100.0 100.0 100.0 100,0 100,0 100.0 100.0 100.0 95.0 83.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 91.0 70.0 100.0 70.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100,0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100,0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 99.9 100.0 100.0 63.2 100.0 100.0 100.0 100.0 100.0 100.0 100.0
% of votes1)
Number of participations/shares 1,000 20,000
Reported value SEK M 26.0 3.8
1,000 2,500
0.7 1,604.5
1,000 200,000
0.1 1,978.5
2)
3)
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 34 cont.
7. 8.
9. 10. 11.
12.
13. 14.
DiTV AB Verslo Žinios, UAB Äripäev, AS Bonnier Business Publishing AB Bonnier Deutschland GmbH Bonnier Media Deutschland GmbH Aladin Verlag GmbH arsEdition GmbH Bloomsbury Verlag GmbH Bonnier 2. Beteiligungs- und Verwaltungs GmbH Bonnier 3. Beteiligungs- und Verwaltungs GmbH BuchVertrieb Blank GmbH Carlsen Verlag GmbH Nelson Verlag GmbH Hörbuch Hamburg HHV GmbH Libresco GmbH Piper Verlag GmbH R. Piper & Co Verlag GmbH Thienemann Verlag GmbH Ullstein Buchverlage GmbH Bonnier Digital Consumer Services AB Bonnier Digital Services AB Bonnier Entertainment AB Bonnier Gaming AB Bonnier Lottery AB Mix Megapol.com AB Soft Capital Investment AB Soft Capital Holding Ltd. BGG Affiliates Ltd. BGG Management A/S Bonnier Gaming Malta Ltd. Internet and Media Consulting Ltd. Bonnier MultiMedia AB SF Bio AB Biograf Sture AB SF Media AB Svensk Filmindustri Kino AS Svensk Filmindustri, Kino Skien AS Svensk Filmindustri, AB Filmbolaget Treklövern HB FS Film Oy InfoCom Bonnier ICB AB Juonifilmi Oy SF Norge AS Syncron Film AS Sonet Film AB Happy Life Animation GmbH Svensk Filmproduktion 2 KB Svensk Filmindustri International AB Bonnier Euro Holding AB TV4 AB C More Group AB C More Entertainment AB C More Entertainment Oy Nordic Television AB Nordic Television Norway AB Enterprize UNLMT AB TV4 Retail Television AB TV4 Stockholm AB TV4 Sverige AB TV4 Sänd AB TV4 Vision AB Bonnier Financial Control AB Bonnier Finans, AB Bonnier Belgium N.V. Bonnier Financial Services AB
bonnier ab annual report
2012
Corp. Reg. No. 556110-9140 110682810 10145981 556468-8892 HRB 156443 HRB 136800 HRB 103563 HRB 145362 HRB 52485 B HRB 199468 HRB 199466 HRB 92253 HRB 43092 HRB 113971 HRB 98748 HRB 723887 HRB 71118 020.4.900.429-9 HRB 3287 HRB 91717 556796-5487 556496-0630 556047-0667 556096-9411 556525-5535 556472-0554 556682-8413 C 45931 1692517 25044649 C 38582 1451981 556031-8775 556035-1651 556503-3650 556379-4014 962277055 982856493 556003-5213 916404-8804 1571957-9 556187-4115 1914756-3 947714732 964346453 556478-1705 HRB 82146 916618-2924 556540-3937 556725-8644 556242-7152 556630-5180 556053-7309 1530976-4 556904-6419 556906-0824 556728-0085 556646-7113 556423-2626 556289-4237 556246-8164 556417-6898 556855-1211 556026-9549 0831519731 556067-9887
Reg. office Stockholm Vilnius Tallinn Stockholm Munich Munich Hamburg Munich Berlin Munich Munich Vierkirchen Hamburg Hamburg Hamburg Stuttgart Munich Zurich Stuttgart Berlin Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Valletta Br. Virgin Islands Copenhagen Valletta Br. Virgin Islands Stockholm Stockholm Stockholm Stockholm Oslo Skien Stockholm Stockholm Helsinki Stockholm Helsinki Oslo Oslo Stockholm Berlin Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Helsinki Stockholm Stockholm Stockholm Stockholm Stockholm Malmö Stockholm Stockholm Stockholm Stockholm Brussels Stockholm
% of share capital 100.0 72.8 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 80.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 92.0 100.0 100.0 66.0 100.0 67.0 100.0 99.9 100.0 100.0 100.0 100.0 100.0 69.0 100.0 100.0 100.0 65.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100,0 100.0 100,0 100.0 100.0 100.0
% of votes1)
Number of participations/shares
Reported value SEK M
1,000 30,000,000
0.1 1,014.4
1,000 16,000 150,000
0.1 0.7 1,151.3
1,000
49.8
500 1,000,000
1.0 5,072.8
27
NOTES TO THE FINANCIAL STATEMENTS
NOTE 34 cont.
15. 16.
17. 18.
19.
20. 21.
28
Bonnier Luxembourg S.à r.l. Bonnier Treasury S.A. Bonnier World S.à r.l. Partitiv AB Bonnier Growth Media AB Mobilab AB Bonnier Holding Norway AS adlibris.com AS Bonnier Blader AS Bonnier International Magazines AB Bonnier Media B.V. Bonnier Magazine Group A/S Bonnier Business Press A/S Dagbladet Børsen A/S Børsen Forum A/S Bonnier Business Forum AS Bonnier Business Forum Oy Bonnier Magazine Data A/S Bonnier Publications A/S Benjamin Media A/S Bonnier Publications AB Bonnier Publications Försäljning AB Kvittoexponering AB Suoramedia Oy Vi i villa AS Bonnier Publications International AS Bonnier Media AS Bonnier Publications Ltd. Bonnier Publications, OOO Bonnier Publications Oy Idé-Nyt A/S Dagens Medicin A/S SF Film A/S SF Film Productions ApS Bonnier Media Holding AB Spring Media Inc. Bonnier US Holding Inc. Bonnier Corporation Bonnier Active Media, Inc. Transworld Magazine Corporation Warren Miller Entertainment Bonnier Working Mother Media, Inc. The Parenting Group, Inc. World Publications Holding, LLC Virgin Islands Publications, LLC World Entertainment Services, LLC World Publications, LLC World Publications II, LLC World Publications III, LLC World Sports and Marketing, LLC Bonnier Vertical Media, Inc. Magplus Inc. Toca Boca Inc. Weldon Owen Publishing, Inc. Weldon Owen Education, Inc. Weldon Owen, Inc. Weldon Owen Magazine, Inc. Weldon Owen Proprietary, Ltd. Bonnier Solutions AB Bonnier Tidskrifter AB Allt om Mat på Nätet AB AlltomBarn i Stockholm AB B2B Sales AB Bonnier Antik & Livsstil AB Bonnier Zoo Förlag AB Mediafy AB
Corp. Reg. No. B 57013 B 161605 B 164843 556789-5403 556707-0007 556630-6808 990212880 990335214 984424221 556072-0293 54369810 53376614 24205258 76156328 19409775 990238367 1878245-0 26340136 12376405 25796829 556105-0351 556548-7096 556871-8794 0741464-4 983435564 977041066 998551676 212894 1087746660540 0996378-6 11450970 20052678 21388939 26390168 556262-5052 20-4505209 98-0494191 98-0522510 13-2620517 13-3936719 22-3828960 80-0256860 13-4034430 59-3754944 30-0093378 59-3574946 30-0093378 59-3670973 59-3670971 59-3754949 45-2713096 45-2494282 45-3785359 52-2098266 94-3394914 94-3097435 94-3342617 003733720 556748-2624 556012-7713 556006-0658 556067-9697 556662-4713 556556-2658 556042-5877 556619-8205
Reg. office Luxembourg Luxembourg Luxembourg Stockholm Stockholm Stockholm Oslo Oslo Oslo Stockholm Utrecht Copenhagen Copenhagen Copenhagen Copenhagen Oslo Helsinki Copenhagen Copenhagen Copenhagen Lidingö Lidingö Lidingö Helsinki Oslo Oslo Oslo Limassol Moscow Helsinki Herlev Copenhagen Copenhagen Copenhagen Stockholm Delaware Delaware Delaware New York New York Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Sydney Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm
% of share capital 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 90.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 70.0 100.0 60.0
% of votes1)
Number of participations/shares
Reported value SEK M
4,000
0.4
1,100
11.7
1,000
0.9
157
1,663.4
10,000
2.5
1,000 28,000
0.5 669.6
2)
2)
2)
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 34 cont.
22. 23. 24. 25. 26. 27.
28.
29. 30. 31.
32.
Mediafy Magazines AB Mediafy Magazines AS Mediafy Magazines Oy Netsu AB Privata Affärer Förlag AB Resumé Förlag AB Spoon Experience AB Spoon Publishing AB Spoon On Demand AB Stockholm City i Sverige AB Stockholm City i Sverige Försäljning AB vetgirig internet quiz Stockholm AB Bonnier Tyskland Holding AB Fordonstorget AB Mag+ AB Marieberg International AB Newsmill AB Nordic Broadcasting AB Nyhetsbolaget Sverige AB Scandinavian Studios AB Nordic Broadcasting Oy MTV Oy Suomen Uutisradio Ab, Oy NB Finance Oy SF Anytime AB Sural AB Bildhuset Images i Stockholm AB Tidnings AB Marieberg Bold Printing Group AB DNEX Tryckeriet AB Sydsvenskan Tryck AB Bonnier Dagstidningar AB Bonnier Office AB Citypaketet Sweden AB Citypaketet KB Dagens Nyheter, AB Bokförlaget DN, AB Dagens Nyheter Annonsförsäljning, AB Dagens Nyheter Reservbolaget AB DN På Stan, AB Kvällstidningen Expressen, AB GT/Göteborgs-Tidningen AB Kvällsposten AB Spörten, AB Marieberg Media AB Pressens Bild Images AB Sydsvenska Dagbladets AB City Malmö Lund AB Kompetens i Skåne AB Sydsvenska Dagbladets Försäljnings AB Toca Boca AB Total Reported value 2011
Corp. Reg. No. 556713-7053 992305134 2317923-4 556692-8049 556529-6851 556150-5180 556637-5597 556561-8989 556444-7489 556320-6381 556631-7433 556733-6713 556548-5207 556655-4555 556821-6450 556759-0376 556754-8440 556848-7838 556273-6032 556854-2855 1882626-5 1093944-1 0577699-1 2368678-9 556748-2616 556158-9531 556102-7169 556002-8796 556312-2554 556246-8180 556256-4038 556414-2155 556162-7745 556621-8300 969711-9817 556246-8172 556334-7961 556320-6704 556750-4740 556246-8156 556025-4525 556284-8720 556051-3599 556206-2868 556334-7953 556005-5104 556002-7608 556743-5580 556754-8796 556335-2722 556870-3721
Reg. office Stockholm Oslo Helsinki Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Huddinge Stockholm Gothenburg Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Helsinki Helsinki Hyvinkää Helsinki Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Malmö Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Gothenburg Malmö Stockholm Stockholm Stockholm Malmö Malmö Malmö Malmö Stockholm
% of share capital 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 68.0 100.0 100.0 74.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 97.4 100.0 100.0 66.7 66.7 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 97.6 100.0 100.0 100.0 100.0
% of votes1)
Number of participations/shares
Reported value SEK M
250,000 1,200 1,000 1,000 2.500 500
30.1 0.1 25.1 0.1 0.5 21.7
800,002
1,527.5
1,000 1,000
1.2 8.5
29,842,230
2,934.0
1,000
0.2 17,801.8
4) 4)
13,020.4
In the event of deviation from equity share. The Bonnier AB Group has conducted an options agreement pertaining the remaining shares, which means that the Bonnier AB Group in practice carries the financial benefits and risks for 100 percent of the shares. Accordingly, the holding is reported in the consolidated financial statements without minority interest. 3) Of which 30 percent is owned by Bonnier Business Press AB. 4) Owned by 33.3 percent by AB Dagens Nyheter and by 33.3 percent by Sydsvenska Dagbladets AB. 1)
2)
bonnier ab annual report
2012
29
NOTES TO THE FINANCIAL STATEMENTS
NOTE 35 Joint ventures Indirect holdings Capa Kinoreklame AS Cappelen Damm Holding AS Cappelen Damm AS Askeladden Förlag AB Ex Libris Forlag AS Sentraldistribusjon AS Cappelen Damm Salg AS Flamme Forlag AS Larsforlaget AS Tanum AS Templ AB
Corp. Reg. No. 979116748 991172041 948061937 556481-8259 981037316 994278258 984058128 997274148 987204958 914752876 556812-6279
Reg. office Oslo Oslo Oslo Gothenburg Oslo Oslo Oslo Oslo Oslo Oslo Gothenburg
% of share capital 50.0 50.0 100.0 100.0 100.0 100.0 100.0 80.0 66.0 100.0 50.0
The above companies are joint ventures where Bonnier AB is joint owner under the collaboration agreement on determining influence. Cappelen Damm Holding AS runs publishing operations in Norway. The digital advertising company Capa Kinoreklame AS has been acquired during 2012. The joint-owned companies are reported in the Bonnier AB Group in accordance with the proportional method. The Group’s share of the average number of employees, salaries etc. in the joint venture companies appears from Note 4 and Note 5. The following amount constitutes the Group’s stake in the joint venture companies assets and liabilities and is included in the Group’s balance sheet.
Group SEK M
2012
2011
Fixed assets Current assets Total assets
313.6 382.5 696.1
314.0 354.6 668.6
Shareholders’ equity Provisions Liabilities Total shareholders’ equity and liabilities
173.5 40.4 482.2 696.1
133.8 45.4 489.4 668.6
The Bonnier AB Group has no contingent liabilities for the joint venture companies. On the other hand, the owned share of the joint venture companies’ contingent liabilities and assets pledged is included. The following amount constitutes the Group’s share in the joint venture companies income and expense and is included in the Group’s income statement. Group SEK M Net sales Operating costs Operating profit/loss Income from financial investments Profit after financial items Tax Profit/loss for the year
NOTE 36 Pledged assets SEK M Pertaining to long-term liabilities to financial institutions Other pledged assets Total
2012
2011
869.4 –821.8 47.6 –11.9 35.7 –9.8 25.9
835.5 –781.8 53.7 –14.6 39.1 –11.7 27.4
Group 2012
2011
5.8
5.7
5.8
5.7
NOTE 37 Contingent liabilities SEK M Contingent liabilities on behalf of subsidiaries Contingent liabilities on behalf of associated companies Partnership companies Other contingent liabilities Total
Group 2012
2011
123.1 2.3 143.7 269.1
116.3 2.5 172.9 291.7
Parent Company 2012 2011 5 098.1 4,871.3
29.4 5 127.5
30.2 4,901.5
The Parent Company’s contingent liabilities on behalf of subsidiaries pertain to liability for the subsidiaries’ overdraft facilities. In addition, the Parent Company issued capital cover guarantees for certain of its subsidiaries In the Other contingent liabilities category, the major items are contingent liabilities for film and program rights, contingent liabilities to FPG (Försäkringsbolaget Pensionsgaranti) pertaining to collateral for pension commitments and contingent liabilities for certain disputes.
30
bonnier ab annual report
2012
NOTES TO THE FINANCIAL STATEMENTS
NOTE 38 Definitions of key ratios EBITA (Earnings Before Interest, Tax and Amortization) Operating profit before capital gains/losses, before share of profit/ loss in associated companies and before goodwill and other writedowns and depreciation related to acquisitions. Operating capital Total capital employed, less noninterest-bearing provisions and liabilities, excluding accrued interest expense, and less interestbearing assets and accrued interest income. Net debt/equity ratio (gearing ratio) Interest-bearing provisions and liabilities, including accrued inter est expense, and less interest-bearing assets and accrued interest income, divided by shareholders’ equity and minority interests.
NOTE 39 Information about Bonnier AB and its Parent Company
Bonnier AB, corporate registration no. 556508-3663, is a wholly owned subsidiary of Bonnier Holding AB, 556576-7463, a sub sidiary of Albert Bonnier AB. The companies’ registered offices are located in Stockholm, Sweden. Bonnier AB is located on Kungsgatan 49 and its postal address is SE-113 90 Stockholm. Bonnier Holding AB and Albert Bonnier AB are located on Torsgatan 21 with postal address SE-113 90 Stockholm. Bonnier AB conducts operations in the media sphere via subsidiaries. The Parent Company of the largest and smallest group in which Bonnier AB is a subsidiary and in which consolidated accounts are prepared is Albert Bonnier AB, 556520-0341, Stockholm.
Return on operating capital Operating profit as a percentage of the average total assets, less noninterest-bearing provisions and liabilities excluding accrued interest expense, and less interest-bearing assets and accrued interest income. Return on equity Profit before minority participation as a percentage of average shareholders’ equity and minority interests. Operating margin Operating profit as a percentage of net sales. Equity/assets ratio Shareholders’ equity and minority interests divided by total assets.
bonnier ab annual report
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31
The income statements and balance sheets will be submitted to the Annual Meeting on May 3, 2013, for adoption.
Stockholm, April 18, 2013
Hans-Jacob Bonnier
Carl-Johan Bonnier Chairman
Jeanette Bonnier
Lars Carlberg
Pontus Bonnier First Vice Chairman
Christian Caspar
Maria Curman
Bengt Braun Second Vice Chairman
Sara Stenman
Claes Hallin
Arne Karlsson
Pernilla Ström
Jonas Bonnier President
Our audit report was issued on May 2, 2013 PricewaterhouseCoopers AB
Anders Lundin Authorized Public Accountant
32
bonnier ab annual report
2012
Auditor’s Report To the annual meeting of the shareholders of Bonnier AB, corporate identity number 556508-3663
Report on the annual accounts and consolidated accounts We have audited the annual accounts and consolidated accounts of Bonnier AB for the year 2012. The annual accounts and consolidat ed accounts of the company are included in the printed version of this document on pages 3–32. Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts and consolidated accounts in accordance with the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
nistration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group.
Report on other legal and regulatory requirements In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company’s profit or loss and the administration of the Board of Directors and the Managing Director of Bonnier AB for the year 2012. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act. Auditor’s responsibility Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company’s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden. As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss, we examined [the Board of Directors’ reasoned statement and a selection of supporting evidence in order to be able to assess] whether the proposal is in accordance with the Companies Act. As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Opinions
Opinions
In our opinion, the annual accounts and consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company and the group as of 31 December 2012 and of their financial performance and cash flows for the year then ended in accordance with the Annual Accounts Act. The statutory admi-
We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
Stockholm, May 2, 2013 PricewaterhouseCoopers AB
Anders Lundin Authorized Public Accountant
bonnier ab annual report
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33
Multi-year Summary From the income statement SEK M Net sales Growth EBITA EBITA margin Operating profit Operating margin Profit/loss after financial items Profit/loss for the year
2012 29,176 –2.2% 806 2.8% 81 0.3% –217 –365
2011 29,819 0.0% 1,263 4.2% 1,019 3.4% 664 463
2010 29,824 –0.9% 2,111 7.1% 1,522 5.1% 1,000 711
2009 30,080 1.9% 1,185 3.9% 212 0.7% –228 –381
2008 29,518 1.1% 2,414 8.2% 1,816 6.2% 1,533 1,052
2007 29,207 44.3% 2,845 9.7% 2,710 9.3% 2,425 1,542
2006 20,247 1.0% 1,160 5.7% 1,424 7.0% 1,439 948
2005 20,251 2.5% 1,048 5.2% 2,658 13.3% 2,585 2,167
From the balance sheet SEK M Operating capital Return on operating capital Net debt (– = net cash) Shareholders’ equity and minority interests Total assets Net debt1)/shareholders’ equity, ratio
2012 14,623 0.5% 7,892 6,731 23,724 1.17
2011 15,018 6.8% 7,437 7,581 24,188 0.98
2010 14,784 9.8% 7,207 7,577 24,062 0.95
2009 15,632 1.3% 8,497 7,135 25,129 1.19
2008 16,852 13.1% 8,690 8,162 27,078 1.06
2007 13,535 23.1% 6,691 6,844 22,056 0.98
2006 3,818 22.3% –1,680 5,498 13,882 0.14
2005 4,484 40.7% –795 5,279 13,794 0.14
2012 19
2011 –30
2010 496
2009 162
2008 1,463
2007 922
2006 400
2005 803
–229 –210 –455
264 234 –230
907 1,403 1,290
310 472 193
–2,860 –1,397 –1,999
–8,900 –7,978 –8,371
999 1,399 885
3,077 3,880 3,571
2012
2011
2010
2009
2008
2007
2006
2005
4,096 2,204 4,907 8,161 1,040 4,736 4,216 –184 29,176
3,964 2,302 5,250 8,014 1,093 5,360 3,987 –151 29,819
3,762 2,501 5,501 7,699 1,113 5,509 3,970 –231 29,824
3,745 2,966 5,604 7,210 1,252 5,202 4,270 –169 30,080
3,571 2,346 6,202 6,038 1,711 5,992 3,928 –269 29,518
3,521 2,570 6,031 5,336 1,699 6,127 3,983 –60 29,207
3,470 2,019 3,971 0 1,388 5,715 3,595 90 20,247
3,178 2,059 3,641 0 1,140 5,392 3,567 1,074 20,051
147 214 142 385 80 232 222 –616 806
379 277 164 731 56 222 79 –645 1,263
392 373 172 1,133 28 271 290 –548 2,111
273 437 –16 929 –27 –209 257 –459 1,185
303 281 472 1,237 21 219 274 –392 2,414
321 439 721 1,032 103 460 262 –492 2,846
218 294 497 0 60 182 136 –226 1,160
190 332 458 0 49 71 123 –176 1,048
1)
2005 and 2006 pro forma incl. 50 percent of Nordic Broadcasting Oy’s net debt.
From change in net debt SEK M Cash flow after operating investments Net acquisitions and divestments of operations, shares and participations Cash flow after acquisitions and divestments Change in net debt (– = increased debt)
From business area financial reports SEK M Net sales Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Total EBITA Books Nordic Books International Magazines Broadcasting Business to Business News Sweden Growth Media Other Total
34
bonnier ab annual report
2012
Bonnier AB SE-113 90 Stockholm Sweden +46 8 736 40 00 bonnier.com
