THE EGMONT FOUNDATION Annual Report 2012 CVR No.: 11456111
The Egmont Foundation Vognmagergade 11 1148 Copenhagen K Telephone: +45 3330 5550 Fax: +45 3332 4508 www.egmont.com egmont@egmont.com Registered office: Copenhagen
Contents Management’s Review ........................................................................................................................... 4 Consolidated Financial Highlights ........................................................................................................ 4 Record Profit ....................................................................................................................................... 5 TV 2, Norway ...................................................................................................................................... 7 Nordisk Film ........................................................................................................................................ 9 Egmont Magazines .............................................................................................................................. 11 Egmont Kids Media ............................................................................................................................. 13 Egmont Books ..................................................................................................................................... 15 The Charitable Activities ...................................................................................................................... 17 Profit for the Egmont Foundation ........................................................................................................ 19 Corporate Governance ........................................................................................................................ 19 Corporate Social Responsibility ............................................................................................................ 19 Special Risks ........................................................................................................................................ 20 Outlook for 2013 ................................................................................................................................ 20 Statement by the Board of Trustees and Management Board ...................................................................... 21 Independent Auditor’s Report .................................................................................................................... 22 Consolidated Financial Statements Income Statement of the Group ........................................................................................................... 24 Statement of Comprehensive Income of the Group .............................................................................. 25 Balance Sheet of the Group ................................................................................................................. 26 Cash Flow Statement of the Group ...................................................................................................... 28 Statement of Changes in Equity of the Group ....................................................................................... 29 List of Notes to the Consolidated Financial Statements ......................................................................... 31 Notes to the Consolidated Financial Statements ................................................................................... 32 Financial Statements of the Egmont Foundation Income Statement of the Egmont Foundation ...................................................................................... 69 Balance Sheet of the Egmont Foundation ............................................................................................. 70 Notes of the Egmont Foundation ......................................................................................................... 71 Board of Trustees and Management Board of the Egmont Foundation ................................................. 74
Management’s review Consolidated financial highlights 2012 2011 2010 2009 2008 (FSA) Key figures (EUR million) Revenue
1,616.9
1,386.3
1,423.1
1,443.1
1,564.8
Profit before net financials, depreciation, amortisation and impairment
186.9
150.4
166.2
152.5
100.4
Operating profit
106.1 *
87.5
82.4
65.6
20.6
Special items
67.3
0.0
0.0
0.0
0.0
Profit/(loss) on net financials
(4.6)
6.2
(7.0)
(1.6)
(5.6)
- of which profit/(loss) from 2.1 8.3 (3.7) (8.8) (5.6) investments in associates - of which financial income and (6.7) (2.1) (3.3) 7.2 0.0 expenses, net Profit before tax (EBT)
168.7
93.7
75.3
64.0
15.1
Net profit for the year
151.2
73.6
49.6
66.2
2.6
1,604.4
1,294.8
1,267.0
1,192.4
1,111.9
Investments in intangible assets
45.1
43.6
41.6
40.6
57.7
Investments in property, plant and equipment
37.0
18.8
23.3
19.6
27.5
Net interest-bearing debt/(net balance)
119.0
(104.7)
(76.7)
31.2
145.2
Equity
676.4
505.9
461.1
421.5
382.1
Cash generated from operations
163.4
107.4
196.9
178.3
84.6
Balance sheet total
Financial ratios (%) Operating margin
6.6 *
6.3
5.8
4.5
1.3
Equity ratio
42.0
38.4
35.8
34.8
32.8
Return on equity
25.4
15.2
11.0
16.2
0.2
4,615
4,161
4,312
4,754
5,134
Average number of employees
* Calculated before special items.
The key figures and financial ratios for 2012, 2011, 2010 and 2009 have been prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU. The key figures and financial ratios for 2008 have not been adapted to IFRS and have been prepared in accordance with the Danish Financial Statements Act (FSA). The financial ratios have been calculated in accordance with the Danish Society of Financial Analysts’ ‘Recommendations and Financial Ratios 2010’. Please see the definitions and terms used in the accounting policies.
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Management’s review
Egmont is a leading media group in the Nordic region. Our media world spans TV, films, cinemas, magazines, books and interactive games. Egmont has 6,400 dedicated employees and publishes media in more than 30 countries. Our vision is to be the most attractive media group for our employees and business partners as well as consumers. Creating and telling stories on all platforms is at the heart of all Egmont’s activities. Since its inception in 1878 Egmont has sought to contribute positively to society at large – as a workplace and cultural broker and through donations to charitable causes that will help improve the lives of vulnerable children and young people. In February 2012 Egmont acquired the remaining 50 % of the shares in TV 2, Norway, for a price of NOK 2.1 billion (EUR 281.0 million), and TV 2 was fully recognised in Egmont’s consolidated financial statements as of 1 February 2012.
The operating profit * climbed from EUR 87.5 million in 2011 to EUR 106.1 million in 2012. Egmont’s business areas have had a strong year and have all contributed to the record performance. Income from screen-based media has developed favourably, income flows from new digital business have increased, and the company’s publications and productions have generally enjoyed success. In 2012 special items of net EUR 67.3 million were recognisedas income, relating to the value adjustment and impairment losses of TV 2 (a net amount of EUR 75.3 million) and the costs of closing printing facilities (EUR 8.0 million). Net financials (excl. profit/(loss) from investments in associates) amounted to EUR (6.7) million against EUR (2.1) million in 2011. The increase is due mainly to the financial expenses associated with acquiring the remaining 50 % shares in TV 2. Accordingly, the Group recorded a pre-tax profit of EUR 168.7 million in 2012 against EUR 93.7 million in 2011.
Record profit Revenue Egmont’s total net revenue for 2012 amounted to EUR 1,616.9 million, a 16.6 % growth compared to 2011. Growth in the film distribution and cinema business in Nordisk Film and organic growth in TV 2 contributed to the advance in revenue. The acquisition of the remaining 50 % shares in TV 2 had an additional impact. Earnings Profit before net financials, depreciation, amortisation and impairment losses amounted to EUR 186.9 million in 2012, up 24.3 % on the year before.
Tax on the profit for the year amounted to an expense of EUR 17.6 million. The Group’s effective tax rate for 2012 was materially affected by the value adjustment of TV 2. When adjusting for this, the effective tax rate is 22.9 %. The net profit for the year was EUR 151.2 million in 2012 against EUR 73.6 million the year before. Balance sheet The balance sheet total increased by EUR 309.6 million to EUR 1,604.4 million, the main reason being the acquisitionof the remaining 50 % shares in TV 2.
* Calculated before special items
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The Group’s net interest-bearing debt amounted to EUR 119.0 million compared to net deposits of EUR 104.7 million in 2011. The change from having net deposits to having net interest-bearing debt is attributable mainly to the investment in TV 2.
the return on equity would be 14.7 % for 2012, on a par with the year before.
Egmont’s equity at end-2012 amounted to EUR 676.4 million, an increase of EUR 170.5 million compared with 2011.
Cash generated from operations amounted to EUR 163.4 million compared to EUR 107.4 million in 2011. This growth is attributable to the positive development of the cash from operating profit.
Return on equity was 25.4 % compared with 15.2 % the year before. If the equity is adjusted for special items,
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Management’s review
The equity ratio at end-2012 came to 42.0 % relative to 38.4 % the year before.
TV 2, Norway Revenue 2012: EUR 445 million (2011: EUR 210 million) Operating profit 2012: EUR 36 million (2011: EUR 27 million) Employees 2012: 870 (2011: 415)
TV 2 is Norway’s largest commercial media house in terms of daily use, and the most important marketplace for Norwegian advertisers. TV 2 is a leading supplier of news, sports and entertainment for TV, the internet, mobile phones and tablet computers. In 2012 TV 2 celebrated its 20th anniversary as a healthy, leading-edge and strong media business. Its overarching vision is to create unforgettable moments for viewers. On this premise, in 2012 TV 2 made its biggest investment yet in Norwegian quality entertainment, and TV 2’s news department began producing from Europe’s most modern news studios. In February 2012 Egmont acquired A-Pressen’s shares in TV 2 for a price of NOK 2.1 billion, making Egmont the sole company owner. Egmont’s shares of revenue and operating profit in TV 2 are set out in the section at the top of this page. Calculated on a fully consolidated basis (NOK) TV 2 generated its highest revenue to date in 2012, NOK 3,441 million against NOK 3,197 million in 2011. In 2012 TV 2 achieved its second-best operating profit of NOK 338 million compared with NOK 407 million in 2011. The decline is ascribable to increased investment in programme content, which helped maintain the main channel’s market share of 19.3 % in 2012. TV 2’s total viewing share came to 26.1 % against 26.7 % in 2011.
TV 2 (main channel) Popular programmes such as Farmen, Skal vi danse and Norske talenter made the autumn season on the main channel a success for TV 2. The most-watched programme in 2012 was the European football cup final between Spain and Italy on 1 July. The match recorded 1,183,000 viewers and a viewing share of 62.3 %. Another memorable date for TV 2 was 16 December. First, 1,163,000 viewers watched the team handball final between Norway and Montenegro, generating a viewing share of no less than 74.4 %. Later in the evening, the final of Farmen attracted 1,153,000 viewers, which translates into a 58.1 % viewing share. In 2012 TV 2’s news unit bolstered its position among viewers after making a significant investment in stateof-the-art news studios in Bergen and Oslo. The new studios offer exciting opportunities for innovative news presentation. After 20 years, the news also changed its colour scheme from green to red. TV 2 Zebra In 2012 TV 2 Zebra held a market share of 2.3 %, down 0.4 percentage points on 2011. The figures mask a solid first six months and a considerably weaker second six months. This development occurred because 500,000 households lost TV 2 Zebra in June 2012 when Canal Digital Kabel decided to stop distributing the channel.
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TV 2 Bliss TV 2 Bliss maintained its market share of 1.3 % of viewers in 2012. The channel broadcasts drama, docusoaps, reality programmes and films. TV 2 Nyhetskanalen TV 2 Nyhetskanalen celebrated its fifth anniversary on 15 January 2012. The channel has consistently increased its viewing figures since its launch in 2007, when it commanded a share of 0.5 %. It ended 2012 with a viewing share of 2.0 % against 2.2 % in 2011. The channel’s coverage of the Utøya terrorist attack on 22 July 2012 accounted for the surge in viewer numbers. TV 2 Filmkanalen TV 2 Filmkanalen airs films almost around the clock. The channel’s share of viewers has remained stable since its launch in 2007. In 2012 the channel held a share of 0.6 % compared with 0.7 % in 2011. TV 2 Premier League TV 2 broadcasts Premier League programmes on three HD TV channels: TV 2 PL HD 1, TV 2 PL HD 2 and TV 2 PL HD 3. The channels broadcast almost all games from the best English league in HD. In May 2012 TV 2 signed a new agreement with the FA Premier League that extends TV 2’s exclusive rights to the Barclays Premier League until the end of the 2015/2016 season. TV 2 Sport On 6 June 2012 TV 2 relaunched the TV 2 Sport channel as a sports news channel bringing the latest in sport from morning to night. The channel is included in the basic programme packages offered by most Norwegian TV distributors. In August 2012 TV 2 secured the rights
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to all English football, with the exception of the Premier League, to which it already held the rights. In addition to the existing Barclays Premier League rights, TV 2 can now offer Norwegian TV viewers FA Cup, League Cup, Championship, League 1, League 2, promotion play-off and Community Shield matches as well as the England senior and U21 internationals. In the autumn of 2012 the pay channels TV 2 Sport 2-5 were replaced by TV 2 Sport Xtra and TV 2 Sport Xtra 2. These channels broadcast all non-Premier League English football. TV 2 Sumo TV 2 Sumo is Norway’s largest commercial internetbased TV supplier, reaching the 100,000 paying subscriber mark in October 2012. In mid-November TV 2 launched a new version of its web platform. TV 2 Sumo has an extensive programme library and an interactive sports centre. Tv2.no In 2012 TV 2 enjoyed continuing growth in the number of web and mobile users. During the year tv2.no recorded 13 % growth, thus retaining its seventh place on the list of largest Norwegian websites. TV 2 mobile performed well in 2012, and with a growth rate of 95 % remained fourth on the list of largest Norwegian mobile sites. TV 2’s subsidiaries TV 2 owns the subsidiaries OB-Team, TV 2 Torget, Vimond, Wolftech and Mosart Medialab, and holds ownership shares in RiksTV (33.33 %) and Norges Televisjon (33.33 %).
Nordisk Film Revenue 2012: EUR 339 million (2011: EUR 334 million) Operating profit 2012: EUR 18 million (2011: EUR 11 million) Employees 2012: 820 (2011: 798)
Nordisk Film is the leading developer, producer and marketer of creative content in the Nordic region. The division creates and tells stories through the media of film, live entertainment and interactive games. Revenue increased from EUR 334 million in 2011 to EUR 339 million in 2012. Operating profit amounted to EUR 18 million in 2012 against EUR 11 million in 2011. Strong results in the film and cinema business areas have largely driven this positive development. Film Nordisk Film produces, co-produces and markets feature films and TV series, both as in-house productions and in association with Nordic and other international partners. 2012 was an excellent year, bringing an array of successful films across the Nordic countries. The Norwegian epic, Kon-Tiki, produced by Nordisk Film Production, was among Nordisk Film’s most ambitious projects. Attracting 900,000 Norwegians to cinemas, the film became one of the best-selling Norwegian titles in recent years. At the start of 2013 Kon-Tiki was nominatedfor a Golden Globe as well as for an Oscar in the ‘Best Foreign Language Film’ category. The inhouse production A Hijacking was also well received in Denmark and internationally, garnering several international awards and nominations in several ‘Bodil’ and ‘Robert’ award categories. The associate company Zentropa produced a large number of commercial successes in 2012. At year-end the Oscar- and Golden Globe-nominated A Royal Affair had sold over 500,000 cinema tickets, and All You Need is Love passed the 640,000 ticket mark. The Hunt – which
did not premiere in Denmark until January 2013 – won the award for Best Actor at the Cannes Film Festival and a European Film Award for best script. Nordisk Film released over 60 cinema titles produced either in-house or by other production companies across the Nordic region. In 2012 Nordisk Film distributed roughly one in every six films shown in the Nordic countries. The film arm renewed its agreement with the international film studio Summit, which welcomed Lionsgate to its fold following the merger between the two companies in 2012. Lionsgate/Summit owns the two successful global franchises Hunger Games and The Twilight Saga. The last film in the Twilight series, Breaking Dawn Part II, was seen by 1.4 million Nordic cinema guests. The first Hunger Games film in the quadrilogy enjoyed success of a similar calibre, selling 1.2 million cinema tickets across the Nordic region. Further, a four-year agreement, including all new productions, was signed with Steven Spielberg’s film company, Dreamworks. 2012 was the year when consumers truly embraced Video-On-Demand distribution. Market growth was partly driven by Netflix and iTunes, which launched their services in the Nordic markets. Nordisk Film is the Nordic region’s largest supplier of digital films for the Video-OnDemand market. In 2012 the Nordisk Film Shortcut companies fully digitalised their postproduction activities. The closure of the laboratories in Denmark signalled the end of the analogue era.
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Cinemas In 2012 the cinema market generated its highest ticket revenue in Denmark since 1982, with an increase of over 15 % compared with the previous year. Nordisk Film Cinemas sold 6.1 million cinema tickets in Denmark and 400,000 in Norway via Drammen Kino. This corresponds to a 43 % market share in Denmark and approximately 3 % in Norway. In March Nordisk Film Cinemas opened a new cinema in Næstved, which got off to a good start. The cinema is the most technologically advanced in Denmark. In December Nordisk Film Cinemas announced plans to establish another multiplex in the Fields shopping centre in Ørestaden, Copenhagen, with the opening slated for autumn 2014. In 2012 Nordisk Film Cinemas introduced Nordisk Film Live, an enterprise aimed at producing live entertainment for a broad audience. In partnership with Momoland and the creative trio of Nikolaj Cederholm and the Hellemann brothers, the new venture launched the theatre concert Hey Jude on 28 December. The performance was a box-office hit, selling 60,000 tickets. During the year Nordisk Film acquired Venuepoint A/S, which handles event ticket sales via Billetlugen in Denmark, Billettportalen in Norway and Biljettforum in Sweden. Venuepoint commands a strong position in Denmark and intends to enhance its standing in Sweden and Norway to the same level. Kino.dk runs Denmark’s leading film website, handling ticket transactions that represent approximately 70 % of all ticket sales in Denmark. Like the cinema commercials company Dansk Reklame Film, the company did well.
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Management’s review
Nordisk Film increased its ownership share of the Norwegian film portal filmweb.no to 64.2 %. Filmweb is the Norwegian counterpart of the Danish film site kino.dk. Nordisk Film handles a total of 13 million ticket transactions annually in the Nordic region. Interactive games Nordisk Film Interactive is the official distributor of Sony PlayStation products in the Nordic region and Baltic countries. Changes in market conditions put growing pressure on PlayStation’s margins and income in 2012. The total game console market dropped from 2011 to 2012, one reason being that the market is awaiting the next generation of consoles. The PlayStation 3 console continues to be consumers’ preferred game machine. Since its launch in 2006, a total of 1.6 million PS3 machines have been sold in the Nordic region. This means that a PlayStation 3 can be found in 13.4 % of Nordic households. The PlayStation 3 console has solidified its market position in the course of the year, capturing a market share of 50 % against 45 % the previous year.
Egmont Magazines Revenue 2012: EUR 296 million (2011: EUR 296 million) Operating profit 2012: EUR 33 million* (2011: EUR 33 million) Employees 2012: 1,045 (2011: 1,044)
With more than 100 titles, Egmont Magazines is among the largest publishers of weeklies and magazines in the Scandinavian market. Catering primarily for the consumer market, the publications provide a vehicle for advertisers to reach a wide range of attractive target groups. Egmont Magazines’ product portfolio includes family magazines, women’s and men’s magazines, illustrated weeklies, a broad selection of monthly and special interest magazines as well as digital services and other activities related to the division’s strong brands. Financially, 2012 was a good year for Egmont Magazines, even once the costs of closing the printing facilities had been factored in. The decision to close inhouse printing facilities and partner with external printing houses instead has lowered costs and made a larger proportion of operating costs variable. Although 2012 was influenced by weak national economies in key markets, declining advertising revenue in all three countries and a distinct drop in newsstand sales, the division managed to maintain its revenue level in its core business on a par with 2011. Revenue amounted to EUR 296 million. A focus on effective operations enabled Egmont Magazines to successfully lower costs in key areas in 2012. The new agreements with external printing houses made the greatest impact. In addition, all three of the division’s companies have concentrated on lowering the day-to-day costs of producing magazines and digital services. Overall this means that the operating
*
profit – excluding the costs of closing printing facilities – amountedto EUR 33 million in 2012, the same as in 2011. Profit including the costs of closing printing facilitieswas EUR 27 million. Family magazines In Scandinavia Egmont’s family magazines – Hjemmet, Hemmets Journal, Norsk Ukeblad, Hendes Verden and Familien – have a total weekly circulation of 677,000, a decrease of 5.7 %. Despite this decline, family magazines remain a highly attractive part of the magazine portfolio. In Norway Hjemmet was the largest Norwegian weekly in 2012. In Denmark Hendes Verden celebrated its 75th jubilee and continues to command a strong position in the needlecraft magazine niche. In Sweden Hemmets Journal maintained its ranking among the largest Swedish weeklies. Women’s magazines With its attractive advertising potential and the shift towards online media, the women’s magazine market is highly competitive. In Denmark Egmont Magazines leads the field with Alt for damerne, the most powerful advertising medium in the market for magazines and weeklies. Despite falling circulation, the magazine increased its readership in 2012. Eurowoman also fared well, continuing to hold a leading position. In the Norwegian market, Kamille and Det Nye withstood falling circulation figures to remain two of the market’s most-read titles. Elle held its ground well in 2012, with circulation figures finishing the year on a par with 2011. Alt for Damerne, launched in Norway in 2011, enjoyed robust growth in 2012.
Calculated exclusive of the costs of closing printing facilities of EUR 8 million.
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Men’s magazines Egmont Magazines commands a strong position in the market for men’s magazines. In Denmark Euroman recorded positive development and maintained its standing as Denmark’s leading magazine for men. In Sweden King strengthened its position as the leading men’s fashion magazine. In Norway, men’s magazine circulation endured a challenging year, with newsstand sales particularly hard hit. Nonetheless, Vi Menn bolstered its position and is still Norway’s preferred magazine for men. Illustrated weeklies In Denmark and Norway Egmont Magazines continues to lead the market in the segment for lower-priced illustrated weeklies, publishing HER&NU and Her&Nå, respectively. The total weekly circulation is 183,000 copies. The market for illustrated weeklies is under considerable pressure and also represents the segment whose circulation has dropped most significantly. However, both publications are strong contenders in the competition. Special interest magazines With more than 80 titles, Egmont Magazines commands a solid position in the Nordic market for special interest magazines and leads several country markets in the house-and-home, motor, boating, parenting, leisure, travel, health and hobby segments. In Denmark monthly magazines have fared better than the market in general, raising both their circulation and readership figures. In 2012 Egmont Magazines acquired the remainder of Oxygen A/S, a company with a strong portfolio of publications targeting mothers-to-be and young families. In Norway the division acquired the country lifestyle magazine Lev Landlig, thus strengthening its position as a leader in the house-and-home segment. The circula-
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Management’s review
tion figures for Boligdrøm, Rom 123 and Hytteliv grew in a declining market. Foreldre og Barn remains Norway’s largest magazine in the parenting segment, with an ambition to reinforce this position. In Sweden Nära is enjoying success, with sales continuing to rise in 2012. In addition, Egmont Magazines launched Made By Me in Sweden in close collaboration with Norway, where the magazine was launched in 2011. Interactive media Egmont Magazines continuously invests in digital media. In 2012 the focus was both on initiatives that support existing print media and on independent digital services. iPad versions of numerous magazines and weeklies are now available in all countries. In Norway, via its co-ownership of Mediehuset Nettavisen, the division acquired Bootstrap AS, which operates the country’s largest blog portal, blogg.no, and the news site NA24. Another notable acquisition was kvinneguiden.no. The klikk. no portal recorded traffic growth. In Norway traffic via mobile devices has climbed sharply, and in the course of 2012 all brand websites were adapted for use on mobile units. Egmont Magazines has strengthened its position in the motor segment through the acquisition of zatzy. se, which, with over 100,000 weekly unique users, is one of Sweden’s leading communities for car enthusiasts. Other activities In 2011 Egmont Magazines acquired Vægtkonsulent erne A/S (formerly De Danske Vægtkonsulenter). The aim is to create Denmark’s best weight loss and health concept, both on- and offline. In Sweden the division invested in Klintberg Niléhn, which in record time has carved a position in the client publishing market. A significant growth rate has been targeted for the years ahead.
Egmont Kids Media Revenue 2012: EUR 393 million (2011: EUR 395 million) Operating profit 2012: EUR 22 million (2011: EUR 25 million) Employees 2012: 1,245 (2011: 1,237)
Egmont Kids Media is at the global fore of children’s publishing, focusing on reading, playing and learning. The division creates and sells magazines, books, digital media, games and merchandise for children and young people, and its business units operate activities in over 30 countries. The division also exports to 65 markets worldwide. In 2012 the division generated revenue of EUR 393 million, on a par with 2011. It realised an operating profit of EUR 22 million, a decline of EUR 3 million on the previous year triggered by smaller magazine circulations and difficult market conditions, especially in Central and Eastern Europe. The profit includes non-recurring costs related to personnel adjustments and office relocations in certain markets. Egmont Kids Media continues to pursue its strategy of focusing on a healthy, sustainable core business and on its development from print-only publisher to multiplatform publisher. Nordic region In the Nordic region the division further improved the solid results achieved in 2011. To strengthen the Nordic brand, the companies in Denmark, Norway and Sweden have been renamed Egmont Kids Media Nordic. The aim is to further consolidate the Nordic partnership and give all the companies an identical profile. In Norway one of the strongest rights, Pondus, was renewed in 2012. The division successfully launched various products to celebrate the 100th birthday of author and composer Thorbjørn Egner, including sales of 150,000 physical units and over three million streaming sales of his songs. Goal Magazine continued its growth,
and in Norway Goal was effectively launched in partnership with TV 2. In Sweden Bamse maintained its huge popularity. In Denmark advertising sales rose by 35 % in a turbulent market. Central and Eastern Europe Bleak market conditions meant that performance for the region as a whole fell short of expectations. However, all companies improved or maintained their market shares. Partnerships with key licence holders were strengthened after the announcement of programmes based on new franchise agreements such as Monster High by Mattel, Disney School Skills and Play-Doh by Hasbro. Further adjustments to the publication portfolio and production processes have been initiated to achieve economies of scale. Several cost-saving initiatives have already been launched to improve profitability. The region increased its revenue in two growth areas, fiction books and addon book sales. The region is producing more e-books and audio books and has launched its first local apps for children. German-speaking countries Egmont Ehapa delivered sound financial results. The core business, comprising the Mickey Mouse and Wendy magazines and the Pocket Book business area, remained solid. The company launched 17 new magazines in 2012, while digital product launches and e-commerce initiatives fuelled healthy growth in the digital entertainment business area. In 2012 Egmont Verlagsgesellschaften experienced an upturn. After establishing Balloon, a new book label for pre-schoolers created in association with Egmont Ehapa, the company now offers a highly attractive portfolio of children’s publications for licensors and authors. Egmont’s romance label LYX developed favourably, ranking as a leading
Management’s review
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publisher in its field. The business area for e-books continued to record strong results, with an 800 % increase in income over the previous year.
new distribution channels were established, new rights acquired and warehouse and circulation management initiatives implemented.
English-speaking countries The performance of businesses in English-speaking countries was generally acceptable. In the UK children’s fiction and magazines recorded higher income, but the number of publications under licence fell. After extending its fiction publication programme, Egmont USA recorded a 20 % increase over the year before, and Hardie Grant Egmont, the joint venture company in Australia, returned to its growth track. At the end of 2012, Egmont got a foothold in a new continent when it took over Disney’s activities in South Africa, which include an existing portfolio of five magazine titles.
Digital media 2012 was a year of investment as the division transitioned into being a multiplatform publisher. Egmont Kids Media established a new in-house digital organisation as well as a certified network of developers worldwide. More than 200 new app launches in 2012 reflected the strong digital drive throughout the division. New, key digital rights were secured from Disney, Hasbro, Mattel, Warner Brothers and King Features as well as the digital rights to Moviestar Planet, Angry Birds and an array of strong regional brands. The division is developing a wide variety of new products for publication in all major areas in 2013. Several of these products are targeted at offering the comic book experience in apps. E-commerce received extra attention, as reflected in the introduction of a new e-commerce platform in early 2013.
Asia After the recent record-breaking years, Egmont Kids Media faced challenging market conditions in China. The absence of bestsellers such as Pleasant Goat plus a switch to online distribution made good results imperative for all titles. Nonetheless, Children’s Fun Publishing managed to retain its position as a market leader in children’s books and magazines. The Egmont Kids Media joint venture with The Nation Group in Thailand performed satisfactorily in 2012, primarily because
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Management’s review
In 2012 Egmont Kids Media acquired a number of early learning apps called Fusentasterne, launched in 15 countries. The division also bought Krea Medie and thus one of Scandinavia’s strongest edutainment-brands, Pixeline/ Josefine. The product will be further developed for a variety of media platforms.
Egmont Books Revenue 2012: EUR 139 million (2011: EUR 146 million) Operating profit 2012: EUR 7 million (2011: EUR 0 million) Employees 2012: 470 (2011: 503)
Egmont Books develops and produces literary fiction, non-fiction, children’s books, audio books, e-books and educational media that entertain readers and give them insight and knowledge. Egmont Books comprises Norway’s leading publishing house, Cappelen Damm, and the Danish publisher Lindhardt og Ringhof. Egmont’s non-Scandinavian book publishing activities are part of Egmont Kids Media. Cappelen Damm Cappelen Damm is Norway’s largest book publisher with activities spanning general literature, education, book clubs, e-commerce, the bookstore chain Tanum, which has 14 book dealers in the Oslo area, and the distribution business Sentraldistribusjon. The publishing house is co-owned equally by Egmont and Bonnier. Efficiency-enhancing measures and effective operations made 2012 a good year for Cappelen Damm despite zero growth in the market as a whole. Cappelen Damm further cemented its market position in 2012. The publishing house is a clear leader in the market for general literature – children’s books, literary fiction, non-fiction and documentaries. Cappelen Damm is also a frontrunner in the market for books for upper secondary schools and commands a strong second position in books for primary and lower secondary schools. In 2012 Cappelen Damm acquired the Høyskoleforlaget AS and Akribe AS publishing companies, significantly
reinforcing its position as a publisher of books and electronic products for universities and the professional market. Akribe operates the electronic service Practical Procedures in Nursing (PPN), used by institutions of higher education and hospitals. In addition to being used by over 80,000 nurses in Norway, the service has been introduced by the local authorities of Aarhus and Lolland in Denmark, where its use is expected to become more widespread in 2013. On balance Cappelen Damm’s digital activities developed positively in 2012, with revenue increasing by 52 % over 2011. Lindhardt og Ringhof The division’s Danish activities are concentrated in Denmark’s second-largest publisher, Lindhardt og Ringhof, which also includes the publishing companies Alinea, Akademisk Forlag and Carlsen. Continuing the extensive organisational adjustments implemented in 2011, the publishing company consolidated its organisation in 2012, redirecting its strategic focus towards editorial concerns. The company is now operating at a profit after a lengthy period in the red. For the first time in many years, the literary fiction department introduced a number of debut authors, and high-profile authors moved from other publishing houses to Lindhardt og Ringhof.
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The non-fiction department maintained its market lead in cookbooks, lifestyle and culture, while several prominent publications helped significantly expand its position in the current affairs and history genres. In 2012 the children’s publisher Carlsen celebrated its 70th anniversary, an event that stimulated extra interest in the company. The company published approximately 600 new titles, including the sixth volume of Knausgårds autobiographically inspired fiction work, My Struggle, Ulrik Wilbek’s Gå Forrest, Michael Katz Krefeld’s Sort sne falder, Claus Meyer’s Bagebog and Anthony Beevor’s The Second World War. The publishing company’s digital activities are booming, audio and e-books in particular. Towards the end of the
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Management’s review
year the publisher acquired the audio book activities of Denmark’s second-largest audio book publisher, Audioteket, with a view to expanding this submarket. In 2012 the educational publishers produced a wide range of new digital learning media. Sales took off in earnest towards the end of the year when the Ministry of Children and Education released the first portion of the extensive support funds earmarked for schools to purchase digital learning materials. During the year the company made substantial investments in the new development and consolidation of digital products. Alinea thus remained Denmark’s largest supplier of both analogue and digital learning media in 2012.
The Charitable Activities Since 1920 the Egmont Foundation has donated approximately EUR 349 million in present value to support social initiatives. In 2012 the Foundation’s financial support amounted to EUR 8 million, almost EUR 0.5 million of which was donated to film-related activities via the Nordisk Film Foundation. The Egmont Foundation is a commercial foundation that re-invests its profit in the media business and charitable activities. The Foundation’s charitable vision is to help give children and young people a good life by supporting their active and committed participation in society. The Foundation supports projects that help children and young people handle life crises or that foster schoolchildren’s desire to learn. The Foundation also provides financial support to vulnerable children and families. Lastly, the Nordisk Film Foundation, also part of the Egmont Foundation, grants support to film-related projects every year. Long-term help for vulnerable families and children Maintaining focus on the most socially vulnerable groups in our society is a consistently high priority for the Egmont Foundation, particularly in times of crisis. The Foundation has provided financial support to families in need for almost a century. However, impoverishment means more than lacking money, because children living in families with few financial and social resources can suffer serious consequences. This is why the support framework was changed to offer families not only money but also long-term help such as advice, therapy or social activities. This support empowers families and helps them to tackle some of the more fundamental problems in their lives.
Children in life crises In 2012 the Egmont Foundation continued to focus on life crises that can threaten the development of children and young people. It supported projects for psychologically vulnerable children, children whose lives are affected by illness or death in the family, and children placed outside the home. In 2012 the Egmont Foundation spotlighted one particular life crisis: divorce. Almost a third of all children in Denmark experience the divorce of their parents. However, society often overlooks the critical impact of divorce on a child’s life. If a child fails to get help coping with this life crisis, its wellbeing may be threatened. In 2012 the Egmont Foundation earmarked EUR 5.4 million for projects that support children, better equip parents and activate the children’s networks. Desire to learn The financial crisis and increasing unemployment leave no doubt about the importance of education. The Egmont Foundation’s schooling initiative focuses on children’s desire to learn, because children need eagerness, motivation and pleasure to be full involved in school and thus truly benefit from the activities it offers. The Egmont Foundation’s support in the education area primarily targets vulnerable children and young people, including children placed outside the home. These children have been neglected in some way and must cope with numerous problems. Many are highly intelligent but do significantly worse at school than other children. For this reason, the Egmont Foundation developed a major, new signature project in 2012. Through summer schools, support workers and the development of new knowledge, the Learning for Life project aims to support
Management’s review
17
and strengthen children placed outside the home and ultimately enable them to complete a youth education programme. Nordisk Film Foundation As Denmark’s largest private media foundation, the Nordisk Film Foundation has granted support to the media industry since 1992. In 2012 the Foundation donated EUR 466,000. Approximately 73 % of the Foundation’s support funds go to developing creative talent and skills, about 16 % to supporting industry development and internationalisation, and about 11 % to upholding film culture throughout Danish society. The following are examples of notable donations: • In 2012 the Nordisk Film Foundation awarded a total of EUR 106,000 to help about 32 young gifted filmmakers study at international media schools.
18
Management’s review
• Collective education programmes received donations totalling EUR 213,000 EUR. Examples include the Super16 and 18Frames, film schools and graduation films and the European cross-media programme from the National Film School of Denmark. • In 2012 the Nordisk Film Pris talent award went to film director Omar Shargawi, while Ballings Rejselegat travel grant was awarded to the producer duo Tomas Radoor and René Ezra. • A number of Danish film festivals and conferences with an international slant received EUR 76,000 during the year. Finally, the Foundation donated EUR 44,000 to the Danish Film Institute (DFI) for a project to digitalise old film reels.
Management’s review Profit for the Egmont Foundation The profit of the Egmont Foundation, the parent entity of the Egmont Group, excluding dividends from equity investments in subsidiaries, was EUR 2.6 million. The Foundation’s Commercial Activities primarily comprise royalty income from the Foundation’s publishing rights and management of the Foundation’s assets. Corporate Governance Based on the most recent recommendations from the Committee on Corporate Governance, the Board of Trustees and Board of Management have updated the description of the framework for Corporate Governance at Egmont. This framework is described in full on Egmont’s website (www.egmont.com). Egmont meets the above-mentioned Corporate Governance recommendations, with the exception of recommendations that are irrelevant because the parent entity, the Egmont Foundation, is a commercial foundation. Corporate social responsibility Egmont is committed to meeting current international standards for human rights, the environment, working conditions, business ethics and consumer matters. In 2012 Egmont sustained its focus on ensuring that companies and suppliers comply with Egmont’s Code of Conduct. Formulated in 2005, the Code defines Egmont’s standards concerning human rights, the environment and working conditions. Egmont’s Social Compliance Programme focuses on enforcing these standards, which are verified in practice through inspection visits to suppliers, primarily in Asia. At the end of an inspection visit, the inspector prepares a report and discusses it with the supplier. A plan for rectifying any
conditions not in compliance with the Code of Conduct is drawn up and then signed by the supplier. On subsequent visits, the inspectors check that the deficiencies have been rectified. Egmont’s business ethics rest on the principle that corruption and bribery have no place in a company’s operations. In 2012 Egmont sealed its commitment in an anti-corruption policy that includes, among other things, a supportive whistle-blower policy. This policy will be implemented in Egmont companies in 2013. Egmont UK has initiated the establishment of an industry club, the Publishing Industry Product Safety Forum – PIPS, to promote work on the use of chemicals in the printing industry. The forum, which currently numbers 10 publishers, intends to work with printing suppliers to prepare a list of the component materials and ingredients of chemical substances (eg, ink, varnishes and adhesives) used in connection with printing. The aim of the forum is to raise awareness of the issues related to safe chemical use. To this end, high standards for the use of chemicals are being set and regular reports sent to the relevant authorities. Launched in 2010 by Egmont UK, the forum and the database were further developed in 2011 and 2012 through the introduction of printing houses that are either ready to supply data by this means or in the process of obtaining data. The work of developing the forum and database will continue in 2013. Egmont UK launched a similar initiative for paper in 2005, the Publishers Database for Responsible Environmental Paper Sourcing – PREPS. It has since become an industry standard used in many countries. Several Egmont companies are also involved. Read more at www.egmont.com.
Management’s review
19
At the end of 2012 Egmont joined the UN business network, Global Compact, the world’s largest social responsibility initiative, which sets up 10 principles covering human rights, workers’ rights, the environment and anti-corruption. In preparing for this commitment, Egmont grouped the 10 principles of the UN Global Compact into three categories – People, Planet and Profit – and reviewed policies and processes relating to each category. Initiatives were subsequently launched in areas where improvement was in order. In 2013 Egmont will focus more sharply on integrating CSR in its commercial and organisational processes. More information on the subject will be available in the course of 2013 at www.egmont.com. Special risks Part of the Group’s business is based on stable, longstanding relations with some of the world’s leading rights holders. Egmont’s strength and geographic breadth underpin its constant efforts to sustain and expand these partnerships.
20
Management’s review
Furthermore, by virtue of its activities the Group is exposed to various financial risks. Please refer to note 25, Financial risks and financial instruments. Outlook for 2013 Egmont will carry on developing media platforms, continuously adapting its media products to changing consumer needs, profitability programmes and efficiency-enhancing measures. The greatest uncertainty is associated with advertising revenue, which is sensitive to economic fluctuations and accounts for a larger share of revenue since the remaining shares in TV 2 were acquired.
Statement by the Board of Trustees and Management Board The Board of Trustees and Management Board have today discussed and approved the annual report of the Egmont Foundation for the financial year 1 January - 31 December 2012. The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, as adopted by the EU, and additional Danish disclosure requirements according to the Danish Financial Statements Act. The financial statements of the Egmont Foundation have been prepared in accordance with the Danish Financial Statements Act and the financial reporting requirements of the Foundation’s Charter.
the Foundation’s financial statements give a true and fair view of the Group’s and the Foundation’s assets, liabilities, and financial position at 31 December 2012, and of the results of the Group’s and the Foundation’s operations and the consolidated cash flows for the financial year 1 January - 31 December 2012. Furthermore, in our opinion, the Management’s review gives a fair review of the development in the Group’s and the Foundation’s activities and financial matters, the net profit of the year and the Group’s and the Foundation’s financial position. Copenhagen, 19 March 2013
In our opinion, the consolidated financial statements and
Management Board:
Steffen Kragh Hans J. Carstensen President and CEO
Board of Trustees:
Mikael Olufsen Chairman
Steen Riisgaard Vice Chairman
Ulrik Bülow Peder Høgild Lars-Johan Jarnheimer
Anna von Lowzow
Jeppe Skadhauge
Torben Ballegaard Sørensen
Marianne Oehlenschlæger
Statement by the Board of Trustees and Management Board
21
Independent Auditor’s Report TO THE Board of Trustees OF THE EGMONT FOUNDATION Auditor’s report on the consolidated financial statements and the Foundation’s financial statements We have audited the consolidated financial statements and the Foundation’s financial statements for the financial year 1 January – 31 December 2012. The consolidated financial statements and the Foundation’s financial statements comprise the income statement, balance sheet and notes, including accounting policies for both the Group and the Foundation, as well as the statement of comprehensive income, statement of changes in equity and cash flow statement for the Group.
22
in accordance with the International Financial Reporting Standards, as adopted by the EU, and additional disclosure requirements according to the Danish Financial Statements Act (the consolidated financial statements), as well as the Danish Financial Statements Act and the financial reporting requirements of the Foundation’s Charter (the Foundation’s financial statements). Moreover, the Management is responsible for the internal control considered necessary by them to prepare consolidated financial statements and financial statements for the Foundation that are free from material misstatement, whether due to fraud or error.
The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards, as adopted by the EU, and additional disclosure requirements according to the Danish Financial Statements Act. The Foundation’s financial statements are prepared in accordance with the Danish Financial Statements Act and the financial reporting requirements of the Foundation’s Charter.
Auditor’s responsibility Our responsibility is to express an opinion on the consolidated financial statements and the Foundation’s financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish Audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and the Foundation’s financial statements are free from material misstatement.
Management’s responsibility for the consolidated financial statements and the Foundation’s financial statements The Management is responsible for the preparation of consolidated financial statements and financial statements for the Foundation that give a true and fair view
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the Foundation’s financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated
Independent Auditor’s Report
financial statements and the Foundation’s financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Foundation’s preparation of consolidated financial statements and the Foundation’s financial statements that give a true and fair view 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 Foundation’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management, as well as the overall presentation of the consolidated financial statements and the Foundation’s financial statements We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Danish Financial Statements Act in respect of the consolidated financial statements, and in accordance with the Danish Financial Statements Act and the financial reporting requirements of the Foundation’s Charter in respect of the Foundation’s financial statements. Statement on the Management’s review Pursuant to the Danish Financial Statements Act, we have read the Management’s review. We have not performed any other procedures in addition to the audit of the consolidated financial statements and the Foundation’s financial statements. On this basis, it is our opinion that the information provided in the Management’s review is consistent with the consolidated financial statements and the Foundation’s financial statements.
Copenhagen, 19 March 2013
Our audit has not resulted in any qualification. Opinion In our opinion, the consolidated financial statements and the Foundation’s financial statements give a true and fair view of the Group’s and the Foundation’s financial position at 31 December 20112, and of the results of the Group’s and the Foundation’s operations and the consolidated cash flows for the financial year 1 January 31 December 2012 in accordance with the International Financial Reporting Standards, as adopted by the EU, and additional disclosure requirements according to the
KPMG Statsautoriseret Revisionspartnerselskab
Jesper Ridder Olsen State-Authorised Public Accountant
Independent Auditor’s Report
23
Income Statement of the Group (EURk) Note
2012
2011
1,616,880
1,386,320
2 Revenue
Change in inventories of finished goods and work in progress
Other operating income
3
Raw materials and consumables
Other external expenses
Personnel costs
4
5
Depreciation, amortisation and impairment losses; property plant and equipment and intangible assets
Other operating expenses
Operating profit before special items and net financials
(309)
(702)
12,645
10,851
(43,786)
(60,444)
(1,009,092)
(859,641)
(385,182)
(323,151)
(80,759) (62,843) (4,270)
(2,849)
106,127
87,541
67,267
0
2,081
8,263
6
Special items
Profit/(loss) after tax from investments in associates
7
Financial income
11,733
13,226
8
Financial expenses
(18,463)
(15,308)
Profit before tax
168,745
93,722
Tax on profit for the year
(17,561)
(20,082)
Net profit for the year
151,184
73,640
9
24
Attributable to:
The Foundation
Non-controlling interests
Total
Income Statement of the Group
148,386
71,980
2,798
1,660
151,184
73,640
Statement of Comprehensive Income of the Group (EURk) Note
2012
2011
151,184
73,640
Net profit for the year
Foreign exchange adjustments on translation to presentation currency
(2,842)
1,207
Foreign exchange adjustments on translation of foreign entities
15,396
(2,826)
Value adjustment of hedging instruments:
Value adjustments for the year
Value adjustments transferred to financial expenses
(10,953)
(14,083)
5,121
3,877 (14,714)
19
Actuarial gains/(losses) on defined benefit pension plans
38,852
Tax on other comprehensive income
(10,500)
4,360
35,074
(22,179)
186,258
51,461
9
Other comprehensive income after tax
Total comprehensive income
Attributable to:
The Foundation
Non-controlling interests
Total
183,231
49,647
3,027
1,814
186,258
51,461
Statement of Comprehensive Income of the Group
25
Balance Sheet of the Group at 31 december (EURk) Note
Assets
2012
2011
54,119
38,047
Film rights, etc.
In-house produced film rights
5,686
8,232
Goodwill
264,546
90,426
Trademarks
219,846
44,580
Intangible assets in progress and prepayments for film rights
21,822
24,320
566,019
205,605
172,978
173,797
10 Intangible assets
Land and buildings
Plant and machinery
36,555
16,482
Tools and equipment
22,684
17,402
Leasehold improvements
5,877
3,812
Property, plant and equipment under construction
2,876
6,264
240,970
217,757
30,829
30,938
31,397
12,238
4,016
3,841
11 Property, plant and equipment 12 Investment properties 13
Investments in associates
Other investments
Receivables from associates
20
Deferred tax
Other non-current assets
22,349
0
6,889
22,156
64,651
38,235
902,469
492,535
163,772
128,855
254,726
206,773
Total non-current assets
14 Inventories 25
Trade receivables
Receivables from associates
Other receivables
3,698
3,648
84,565
60,811
15
Prepayments
105,576
64,432
Receivables
448,565
335,664
48,084
183,439
41,528
154,259
701,949
802,217
1,604,418
1,294,752
16
Securities
17
Cash and cash equivalents
Total current assets
Total assets
26
Balance Sheet of the Group at 31 december
Balance Sheet of the Group at 31 december (continued)
Note
Equity and liabilities
2012
2011
Capital fund
29,489
29,593
Other reserves
(11,659)
(20,348)
Transferred comprehensive income
655,370
487,793
Foundation’s share of equity
673,200
497,038
Non-controlling interests
3,205
8,848
676,405
505,886
Pensions
47,307
48,642
20
Deferred tax
52,667
7,945
21
Other provisions
4,604
11,056
18 Equity 19
25
Mortgage debt
112,216
112,612
25
Other credit institutions
74,025
38,572
Other financial liabilities
26,487
7,891
Deferred income
1,622
5,002
318,928
231,720
Non-current liabilities 25
Other credit institutions
11,716
71,627
Prepayments from customers
56,510
56,611
241,979
201,749
Trade payables
Payables to associates
81
0
Corporate income tax
6,058
13,637 132,292
Other payables
201,662
21
Other provisions
66,599
58,149
Deferred income
24,480
23,081
Current liabilities
609,085
557,146
928,013
788,866
1,604,418
1,294,752
Total liabilities
Total equity and liabilities
Balance Sheet of the Group at 31 december
27
Cash Flow Statement of the Group (EURk) Note
2012
2011
106,127
87,541
Operating profit before special items and net financials
Adjustment for non-cash operating items, etc.: Depreciation, amortisation and impairment losses
80,759
5
Other non-cash operating items, net
(14,113)
62,843 (1,376)
Provisions and deferred income
22,454
(11,152)
Cash generated from operations before change in working capital
195,227
137,856
Change in inventories
26,524
(925)
(60,184)
11,049
1,852
(40,649)
(31,808)
(30,525)
163,419
107,331
Change in receivables
Change in trade payables and other payables
Change in working capital
Cash generated from operations
Interest received
Interest paid
7,031
10,921
(17,680)
(10,527)
Corporate income tax paid
(25,419)
(20,331)
Cash flows from operating activities
127,351
87,394
Acquisition of intangible assets
(45,131)
(43,550)
Acquisition of property, plant and equipment
(36,982)
(18,798)
Disposal of property, plant and equipment
18,195
2,618
Acquisition of financial assets
(229)
(1,812)
Disposal of financial assets
269
10,226
Acquisition of securities
0
(73,430)
Disposal of securities
137,746
43,150
29
Acquisition of subsidiaries and jointly controlled entities
(288,305)
(296)
Disposal of subsidiaries and jointly controlled entities
Cash flows from investing activities
4,324 (210,113)
805 (81,087)
Borrowing from credit institutions, etc.
Repayments to credit institutions, etc.
Dividends to non-controlling shareholders
Donations
Cash flows from financing activities
0
9,170
(24,774)
(5,912)
(3,185) (8,454)
(447) (7,403)
(36,413)
(4,592)
(119,175)
1,715
145,811
140,429
8,808
3,667
35,444
145,811
Net cash flows from operating, investing and financing activities
Cash and cash equivalents at 1 January
Foreign exchange adjustment of cash and cash equivalents
Cash and cash equivalents at 31 December
28
The cash flow statement cannot be derived directly from the balance sheet and income statement.
Cash Flow Statement of the Group
Statement of Changes in Equity of the Group (EURk) Reserve for hedging trans足actions
Reserve for foreign exchange adjustments
Transferred compre足 Nonhensive controlling足 income interests
Capital fund
Total equity
Equity at 1 January 2012 29,593 (19,485) (863) 487,793
8,848
505,886
Net profit for the year Foreign exchange adjustments on translation to presentation currency F oreign exchange adjustments on translation of foreign entities
0
0
0
148,386
2,798
151,184
(104)
(997)
3
(1,713)
(31)
(2,842)
0
0
15,136
0
260
15,396
alue adjustments of V hedging instruments: Value adjustments for the year
0
(10,953)
0
0
0
(10,953)
alue adjustments transferred to V financial expenses
0
5,121
0
0
0
5,121
ctuarial gains/(losses) on A defined benefit pension plans
0
0
0
38,852
0
38,852
Tax on other comprehensive income
0
379
0
(10,879)
0
(10,500)
Other comprehensive income
(104)
(6,450)
15,139
26,260
229
35,074
Total comprehensive income in 2012
(104)
(6,450)
15,139
174,646
3,027
186,258
sed for charitable purposes U and associated costs
0
0
0
(8,454)
0
(8,454)
Acquisition/disposal, non-controlling interests
0
0
0
0
(5,485)
(5,485)
Dividends, non-controlling interests
0
0
0
0
(3,185)
(3,185)
Other capital items
0
0
0
1,385
0
1,385
quity at 31 December 2012 E 29,489 (25,935) 14,276 655,370
3,205
676,405
Statement of Changes in Equity of the Group
29
Statement of Changes in Equity of the Group (continued)
Capital fund
Reserve for hedging trans足actions
Reserve for foreign exchange adjustments
Transferred compre足 Nonhensive controlling足 income interests
Total equity
Equity at 1 January 2011 29,513 (9,446) 2,089 431,056
7,919
461,131
Net profit for the year Foreign exchange adjustments on translation to presentation currency Foreign exchange adjustments on translation of foreign entities Value adjustments of hedging instruments:
0
0
0
71,980
1,660
73,640
80
(73)
6
1,172
22
1,207
0
0
(2,958)
0
132
(2,826)
Value adjustments for the year
0
(14,083)
0
0
0
(14,083)
Value adjustments transferred to financial expenses
0
3,877
0
0
0
3,877
Actuarial gains/(losses) on defined benefit pension plans
0
0
0
(14,714)
0
(14,714)
Tax on other comprehensive income
0
240
0
4,120
0
4,360
Other comprehensive income
80
(10,039)
(2,952)
(9,422)
154
Total comprehensive income in 2011
80
(10,039)
(2,952)
62,558
1,814
51,461
(22,179)
Used for charitable purposes and associated costs
0
0
0
(7,403)
0
(7,403)
Acquisition/disposal, non-controlling interests
0
0
0
0
(438)
(438)
Dividends, non-controlling interests
0
0
0
0
(447)
(447)
Other capital items
0
0
0
1,582
0
1,582
29,593
(19,485)
(863)
487,793
8,848
505,886
Equity at 31 December 2011
30
Statement of Changes in Equity of the Group
List of Notes to the Consolidated Financial Statements Note
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Accounting policies Revenue Other operating income Personnel costs Depreciation, amortisation and impairment losses Special items Financial income Financial expenses Taxes Intangible assets Property, plant and equipment Investment properties Financial assets Inventories Prepayments Securities Cash and cash equivalents Equity Pensions Deferred tax Other provisions Fees paid to elected auditor Operating leases Contingent liabilities and collateral Financial risks and financial instruments Related parties Standards and interpretations not yet adopted Subsequent events Acquisition of businesses Group entities
List of Notes to the Consolidated Financial Statements
31
1 Accounting policies
The Egmont Foundation is a commercial foundation
of changes in the circumstances forming the basis of
domiciled in Denmark. The annual report of the Egmont
such estimates, or because of subsequent events or the
Foundation for 2012 comprises both the consolidated
emergence of new information.
financial statements of the Egmont Foundation and its subsidiaries (the Group) and the separate financial state-
Information about the most significant accounting
ments of the Egmont Foundation.
estimates is included in the following notes: note 10 Intangible assets, note 14 Inventories, note 19 Pensions,
The consolidated financial statements have been
note 20 Deferred tax, note 21 Other provisions and note
prepared in accordance with the International Financial
29 Acquisition of businesses.
Reporting Standards (IFRS), as adopted by the EU, and additional Danish disclosure requirements for annual
Consolidated financial statements
reports.
The consolidated financial statements comprise the Egmont Foundation and subsidiaries in which the
The Egmont Foundation’s separate financial statements
Egmont Foundation has control of financial and operat-
have been prepared in accordance with the Danish
ing policies in order to obtain returns or other benefits
Financial Statements Act.
from its activities. Control is obtained when the Group holds more than 50% of the voting rights, whether
BASIS OF PREPARATION
directly or indirectly, or otherwise has a controlling interest in the relevant entity.
The Egmont Foundation’s functional currency is Danish kroner (DKK). For communication and reporting reasons,
Entities in which the Group has significant influence,
the consolidated financial statements are presented in
but not a controlling interest, are considered associates.
euro (EUR), rounded to the nearest thousand (EURk).
Significant influence is typically obtained when the Group, directly or indirectly, owns or holds more than
The consolidated financial statements have been pre-
20% of the voting rights, but less than 50%.
pared on the historical cost basis except for the following assets and liabilities, which are measured at fair value:
When assessing whether the Egmont Foundation exer-
derivative financial instruments, securities and invest-
cises control or significant influence, the potential voting
ment properties.
rights that are exercisable at the end of the reporting period are taken into account.
The accounting policies set out below have been applied consistently to the financial year and to the comparative
In the consolidated financial statements jointly
figures.
controlled entities are included according to the prorata method. The pro-rata method means that the
Use of estimates and judgements
proportionate share of the entities’ items in the financial
Judgements, estimates and assumptions have to be
statements is included in the corresponding items in the
made about future events when determining the
consolidated financial statements.
carrying amount of certain assets and liabilities. The
32
estimates and assumptions made are based on historical
The consolidated financial statements have been
experience and other factors that the Group deems
prepared by consolidating the Egmont Foundation’s and
appropriate in the circumstances, but which are uncer-
the individual subsidiaries’ financial statements, pre-
tain and unpredictable by nature. Therefore, the actual
pared in accordance with the Group accounting policies.
results may deviate from such estimates. Consequently,
On consolidation, intra-group income and expenses,
previous estimates may have to be changed as a result
shareholdings, intra-group balances and dividends,
Notes to the Consolidated Financial Statements (EURk)
1 Accounting policies (continued)
and realised and unrealised gains and losses on transac-
statement. The additional equity investments acquired
tions between the consolidated entities are eliminated.
are recognised at fair value in the balance sheet.
Unrealised gains on transactions with associates are eliminated in proportion to the Group’s ownership share
Any excess (goodwill) of the consideration transferred,
of the associate. Unrealised losses are eliminated in the
the value of non-controlling interests in the acquired
same way as unrealised gains to the extent that impair-
entity and the fair value of any existing equity interest
ment has not taken place. Transactions with pro-rata
over the fair value of the identifiable assets, liabilities and
consolidated entities are eliminated proportionally.
contingent liabilities acquired is recognised as goodwill under intangible assets. Goodwill is not amortised,
In the consolidated financial statements, the items of
but is tested for impairment at least annually. The first
subsidiaries are recognised in full. The non-controlling
impairment test is performed before the end of the year
interests’ shares of the profit for the year, comprehensive
of acquisition. Upon acquisition, goodwill is allocated
income and of the equity of subsidiaries not wholly
to the cash-generating units, which subsequently form
owned are included in the Group’s net profit for the year,
the basis for the impairment test. Goodwill and fair
comprehensive income and equity, respectively, but are
value adjustments in connection with the acquisition of
disclosed separately.
a foreign entity with another functional currency than the presentation currency of the Egmont Foundation are
Business combinations
treated as assets and liabilities belonging to the foreign
Businesses acquired or formed during the year are
entity and upon initial recognition translated into the
recognized in the consolidated financial statements
foreign entity’s functional currency at the exchange rate
from the date of acquisition or formation. Businesses
at the transaction date. Negative differences (negative
disposed of or wound up are recognised in the consoli-
goodwill) are recognised in profit for the year at the
dated financial statements until the date of disposal or
acquisition date.
winding-up. The comparative figures are not restated for newly acquired businesses. Discontinued operations are
The consideration transferred for an acquired business
disclosed separately; see below.
consists of the fair value of the agreed consideration in the form of assets transferred, liabilities assumed and
The acquisition method is used for acquisitions of new
equity instruments issued. If part of the consideration is
businesses over which the Egmont Foundation obtains
contingent on future events or compliance with agreed
control. The acquired businesses’ identifiable assets,
conditions, this part of the consideration is recognised at
liabilities and contingent liabilities are measured at fair
fair value at the date of acquisition. Costs attributable to
value at the acquisition date. Identifiable intangible
business combinations are expensed as incurred.
assets are recognised if they are separable or arise from a contractual right. Deferred tax related to the revalua-
If uncertainties regarding the identification or meas-
tions made is recognised.
urement of acquired assets, liabilities or contingent liabilities or determination of the consideration exist at
The acquisition date is the date when the Egmont
the acquisition date, initial recognition will take place
Foundation effectively obtains control of the acquired
on the basis of provisional values. If it subsequently
business.
becomes apparent that the identification or measurement of the transferred consideration, acquired assets,
When the business combination is effected in stages,
liabilities or contingent liabilities was incorrect on initial
where either control, joint control or significant influ-
recognition, the determination is adjusted retrospec-
ence is obtained, the existing equity interest is remeas-
tively, including goodwill, until 12 months after the
ured at fair value and the difference between the fair
acquisition, and the comparative figures are restated.
value and carrying amount is recognised in the income
Notes to the Consolidated Financial Statements (EURk)
33
1 Accounting policies (continued)
Subsequently, goodwill is not adjusted. Changes to
On initial recognition, foreign currency transactions are
estimates of contingent considerations are recognised
translated to the functional currency at the exchange
in the income statement.
rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transac-
The acquisition of further non-controlling interests after
tion date and at the date of payment are recognised in
obtaining control is considered an owner’s transaction,
the income statement as financial income or financial
and the difference between acquisition cost and the
expenses.
share of such non-controlling interests acquired is recognised directly in equity.
Receivables, payables and other monetary items denominated in foreign currencies are translated to the
Gains or losses on the disposal or winding-up of sub-
functional currency at the exchange rates at the end
sidiaries, jointly controlled entities and associates are
of the reporting period. The difference between the
stated as the difference between the selling price or the
exchange rates at the end of the reporting period and
disposal consideration and the carrying amount of net
at the date at which the receivable or payable arose
assets, including goodwill, at the date of disposal, less
or was recognised in the latest financial statements is
the cost of disposal. If the disposal of either control, joint
recognised in the income statement as financial income
control or significant influence takes place in stages,
or financial expenses.
the retained equity investment is measured at fair value, and the difference between the fair value and carrying
In the consolidated financial statements, the income
amount is recognised in the income statement.
statements of entities with another functional currency than the presentation currency (EUR) are translated
Non-controlling interests
at the exchange rates at the transaction date, and the
On initial recognition, non-controlling interests are
balance sheet items are translated at the exchange
measured at the fair value of the ownership share or at
rates at the end of the reporting period. An average
the proportionate share of the fair value of the acquired
exchange rate for each month is used as the transaction
business’ identifiable assets, liabilities and contingent
date exchange rate to the extent that this does not
liabilities. In the first scenario, goodwill in relation to
significantly distort the presentation of the underlying
the non-controlling interests’ ownership share of the
transactions. Foreign exchange differences arising on
acquired business is thus recognised, while, in the latter
translation of the opening balance of equity of such
scenario, goodwill in relation to the non-controlling
foreign entities at the exchange rates at the end of the
interests is not recognised. The measurement of non-
reporting period and on translation of the income state-
controlling interests is chosen transaction by transaction
ments from the exchange rates at the transaction date
and stated in the notes in connection with the descrip-
to the exchange rates at the end of the reporting period
tion of acquired businesses.
are recognised directly in other comprehensive income and presented in equity under a separate translation
Foreign currency translation
reserve. The exchange rate adjustment is allocated
A functional currency is determined for each of the
between the equities of the Foundation and the non-
reporting entities in the Group. The functional currency
controlling interests.
is the currency used in the primary economic environ-
34
ment in which the individual reporting entity operates.
Foreign exchange adjustments of intra-group balances
Transactions denominated in currencies other than the
which are considered part of the total net investment in
functional currency are considered foreign currency
foreign entities with another functional currency than
transactions.
the presentation currency (EUR) are recognised in other
Notes to the Consolidated Financial Statements (EURk)
1 Accounting policies (continued)
comprehensive income and presented in equity under a
On partial disposal of associates and jointly controlled
separate translation reserve.
entities, the proportionate share of the accumulated translation reserve recognised in other comprehensive
On recognition in the consolidated financial statements
income is transferred to the income statement for the
of associates with another functional currency than the
year together with any gains or losses from the disposal.
presentation currency (EUR), the share of profit/loss for the year is translated at average exchange rates and
Any repayment of intra-group balances which constitute
the share of equity, including goodwill, is translated at
part of the net investment in the foreign entity is not
the exchange rates at the end of the reporting period.
considered a partial disposal of that subsidiary.
Foreign exchange differences arising on the translation of the share of the opening balance of equity of
Derivative financial instruments
foreign associates at the exchange rates at the end of
Derivative financial instruments are recognised at the
the reporting period, and on translation of the share
date a derivative contract is entered into and measured
of profit/loss for the year from average exchange rates
in the balance sheet at fair value. Positive and nega-
to the exchange rates at the end of the reporting
tive fair values of derivative financial instruments are
period, are recognised in other comprehensive income
included in other receivables and payables, respectively,
and presentedÂin equity under a separate translation
and a set-off of positive and negative values is only
reserve.
made when the entity has the right and the intention to settle several financial instruments net. Fair values of
On disposal of wholly-owned foreign entities with
derivative financial instruments are computed on the
another functional currency than the presentation cur-
basis of current market data and generally accepted
rency (EUR), the exchange rate adjustments that have
valuation methods.
been recognised in other comprehensive income and are attributable to the entity are reclassified from other com-
Changes in the fair value of derivative financial instru-
prehensive income to the income statement together
ments designated as and qualifying for recognition as a
with any gains or losses from the disposal.
hedge of the fair value of a recognised asset or liability are recognised in the income statement together with
On disposal of partially owned foreign subsidiaries with
changes in the value of the hedged asset or liability as
another functional currency than the presentation cur-
far as the hedged portion is concerned. Hedging of
rency (EUR), the amount of the translation reserve attrib-
future cash flows according to agreement (firm commit-
utable to non-controlling interests is not transferred to
ment), except for foreign currency hedges, is treated as a
the income statement.
fair value hedge. The portion of the value adjustment of a derivative financial instrument that is not included in a
On partial disposal of foreign subsidiaries with another
hedge is recognised under financial items.
functional currency than the presentation currency (EUR) without a loss of control, a proportionate share of the
Changes in the portion of the fair value of derivative
translation reserve is transferred from the Group to the
financial instruments designated as and qualifying as a
non-controlling interests’ share of equity.
cash flow hedge that is an effective hedge of changes in
Notes to the Consolidated Financial Statements (EURk)
35
1 Accounting policies (continued)
future cash flows are recognised in other comprehensive
Magazine subscriptions are accrued and recognised over
income in equity under a separate hedging reserve until
the period in which the items are dispatched (issued).
the hedged cash flows affect the income statement. At that time, any gains or losses resulting from such hedged
If, based on past experience or otherwise, the Group can
transactions are transferred to other comprehensive
make a reliable estimate of the amount of goods that
income and recognised under the same item as the
will be returned, a provision for the goods estimated to
hedged item.
be returned will be recognised. When there is uncertainty about the possibility of return, revenue is not
If the hedging instrument no longer qualifies for hedge
recognised until the goods have been delivered and the
accounting, the hedge will cease to be effective. The
time period for return has elapsed.
accumulated change in value recognised in other comprehensive income is transferred to the income
Advertising income is recognised on the delivery date,
statement when the hedged cash flows affect the
typically when issued or broadcasted.
income statement. If the hedged cash flows are no longer expected to be realised, the accumulated change
Revenue from the sale of film broadcasting rights is
in value will be transferred to the income statement
recognised at the time when the film becomes accessible
immediately. The portion of a derivative financial
to the customer (availability date).
instrument not included in a hedge is recognised under financial items.
Royalties received are accrued and recognised as income in accordance with the concluded agreement.
For derivative financial instruments that do not qualify for treatment as hedging instruments, changes in fair
Rental income is accrued and recognised as income on a
value are recognised on an ongoing basis in the income
straight-line basis over the lease term in accordance with
statement under financial items.
the concluded agreement. Barter agreements where the services exchanged are
INCOME STATEMENT
dissimilar are recognised at fair value and accrued as the services are performed or over the period specified
Revenue
in the concluded agreement. Fair value is measured at
Revenue from the sale of goods for resale and finished
the value of either the delivered or the received services,
goods is recognised in the income statement when all
depending on which services can be measured reliably.
the following conditions have been satisfied: • the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; • the Group retains neither continuing managerial involvement to the degree usually associated with
Revenue is measured at the fair value of the agreed consideration exclusive of VAT and taxes charged on behalf of third parties. All discounts granted are recognised as a reduction of revenue.
ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably;
Other operating income and costs
• it is probable that the economic benefits associated
Other operating income and costs comprise items sec-
with the transaction will flow to the Group; and
ondary to the principal activities of the entities, including
• the costs incurred or to be incurred in respect of the
gains and losses on the disposal of businesses, which are
transaction can be measured reliably.
36
Notes to the Consolidated Financial Statements (EURk)
not continuing operations, intangible assets and prop-
1 Accounting policies (continued)
erty, plant and equipment, as well as continuing value
ments which are not designated as hedging instruments
adjustments of investment properties at fair value. Gains
as well as the ineffective portion of the hedges are also
and losses on the disposal of entities, intangible assets
included.
and property, plant and equipment are determined as the selling price less disposal costs and the carrying
Borrowing costs relating to general borrowing or loans
amount at the date of disposal.
directly relating to the acquisition, construction or development of qualifying assets are allocated to the cost of
Government grants
such assets.
Government grants comprise film and ticket subsidies for in-house produced films. Grants are recognised
Tax for the year
when there is reasonable assurance that they will be
Tax for the year, which comprises current tax and
received. Film subsidies for in-house produced films
changes in deferred tax for the year, is recognised in the
recognised in the balance sheet are offset against the
income statement, in other comprehensive income or
cost of in-house produced films. Ticket subsidies are
directly in equity.
recognised in the income statement under other operating income. BALANCE SHEET Special items Special items include significant income and costs that
Film rights, etc.
are not directly attributable to the ordinary operating
Film rights comprise film, DVD and TV rights. Film rights
activities of the Group, such as restructuring costs
are recognised as an intangible asset at the time when
relating to fundamental structural and procedural reor-
control over the asset is transferred. Prepayments for
ganisations. Special items also includes other significant
film rights are recognised in the balance sheet as prepaid
non-recurring items, including gains and losses on the
intangible assets, and when control is gained over the
disposal of significant activities, revaluation of the share-
assets, the prepayments are reclassified to film rights.
holding in an entity acquired by a step acquisition and impairment of goodwill.
Film rights are measured at cost. For purchases, the cost is allocated proportionally to the cinema, DVD and TV
These items are shown separately in order to give a more
media, as well as to markets.
true and fair view of the Group’s primary activities. Film rights are amortised according to a revenue-based Share of result from investments in associates
method over the period during which they are expected
The proportionate share of the associates’ results after
to generate income on the respective market and in the
tax and non-controlling interests and after elimination
respective media.
of the proportionate share of intra-group gains/losses is recognised in the consolidated income statement.
Other intellectual property rights with a limited useful life, such as domain names and magazine titles, are
Financial income and expenses
measured at cost on initial recognition and amortised
Financial income and expenses comprise interest
on a straight-line basis over the useful life (typically 5 to
income and expense, gains and losses on securities,
10 years).
payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities,
In-house produced film rights
including finance lease commitments. Furthermore,
In-house produced film rights are measured at cost,
changes in the fair value of derivative financial instru-
which includes indirect production costs, less grants
Notes to the Consolidated Financial Statements (EURk)
37
1 Accounting policies (continued)
received, accumulated amortisation and impairment, or
The cost of assets held under finance leases is recognised
at the recoverable amount where this is lower.
at the lower of the fair value of the assets and the present value of future minimum lease payments. In the
In-house produced film rights are amortised according
calculation of present value, the interest rate implicit in
to a revenue-based method over the period during
the lease or the Group’s incremental borrowing rate is
which they are expected to generate income.
used as the discount rate.
Goodwill
When individual components of an item of property,
On initial recognition, goodwill is recognised in the
plant and equipment have different useful lives, the cost
balance sheet at cost as described under ‘Business
of such individual components is accounted for and
combinations’. Subsequently, goodwill is measured at
depreciated separately. Depreciation is provided on a
cost less accumulated impairment losses. Goodwill is not
straight-line basis over the expected useful lives, based
amortised.
on the following estimates of the useful lives of the assets:
The carrying amount of goodwill is allocated to the Group’s cash-generating units at the date of acquisition.
Corporate properties (head offices)
The identification of cash-generating units is based
Properties used for operational purposes
on the management structure and internal financial
Installations and conversions (the useful life depends on the nature of conversion)
control. Trademarks Acquired intellectual property rights, including trademarks acquired in business combinations, are measured at cost on initial recognition. Trademarks with an
Plant and machinery
25, 50 years 25 years
10, 15, 25 years
3 - 15 years
Tools and equipment Leasehold improvements
3 - 5 years 5 - 10 years
Land is not depreciated.
indefinite useful life are not amortised but are tested for impairment at least once annually.
Depreciation is made on the basis of the asset’s residual value less any impairment losses. The residual value and
Property, plant and equipment
useful life of the assets are reassessed every year. If the
Land and buildings, plant and machinery, tools and
residual value exceeds the carrying amount, depreciation
equipment and leasehold improvements are measured
is discontinued.
at cost less accumulated depreciation and impairment. In case of changes in the useful life or the residual value, Cost comprises the purchase price and any costs directly
the effect on depreciation is recognised prospectively as
attributable to the acquisition until the date when the
a change in accounting estimates.
asset is available for use. Gains and losses on the disposal of property, plant and Subsequent costs, e.g. in connection with replacing
equipment are determined as the difference between
components of property, plant and equipment, are
the selling price less disposal costs and the carrying
recognised in the carrying amount of the relevant asset if
amount at the date of disposal. Gains or losses are rec-
it is probable that the costs will result in future economic
ognised in the income statement under other operating
benefits for the Group. The replaced components are
income or other operating costs, respectively.
derecognised in the balance sheet, and the carrying
38
amount is transferred to the income statement. All other
Investment properties
costs incurred for ordinary repairs and maintenance are
Properties are classified as investment properties when
recognised in the income statement as incurred.
they are held for the purpose of obtaining rental income
Notes to the Consolidated Financial Statements (EURk)
1 Accounting policies (continued)
and/or capital gains. On initial recognition, investment
before the end of the acquisition year. Likewise, devel-
properties are measured at cost, consisting of the
opment projects in process are subject to an annual
acquisition cost of the property and any costs directly
impairment test.
attributable to the acquisition. Subsequently, investment properties are measured at fair value. Changes in the
The carrying amount of goodwill is tested for impair-
fair value are recognised in the income statement as a
ment together with the other non-current assets of
value adjustment of investment properties under other
the cash-generating unit to which goodwill has been
operating income/costs in the financial year in which the
allocated. If the carrying amount exceeds the recover-
change occurs.
able amount, it is written down to the recoverable amount via the income statement. As a main rule, the
Realised gains and losses on the disposal of investment
recoverable amount is calculated as the present value of
properties are determined as the difference between
expected future net cash flows from the entity or activity
the carrying amount and the selling price and are also
(cash-generating unit) to which goodwill has been
recognised in the item ‘value adjustment of investment
allocated.
properties’’ under other operating income/costs. Deferred tax assets are subject to annual impairment Investments in associates
tests and are recognised only to the extent that it is
Investments in associates are recognised in the
probable that the assets will be utilised.
consolidated financial statements according to the equity method, which means that the investments are
The carrying amount of other non-current assets is
measured in the balance sheet at the proportionate
tested annually for impairment indicators. When
share of the associates’ net asset values calculated
there is an indication that assets may be impaired, the
in accordance with the Group’s accounting policies
recoverable amount of the asset is determined. The
minus or plus the proportionate share of unrealised
recoverable amount is the higher of an asset’s fair value
intra-group gains and losses and plus any excess values
less expected disposal costs and its value in use. Value in
on acquisition, including goodwill. Investments in
use is the present value of future cash flows expected to
associates are tested for impairment when impairment
be derived from an asset or the cash-generating unit to
indicators are identified.
which the asset belongs.
Investments in associates with negative equity are
An impairment loss is recognised if the carrying amount
measured at EUR 0 (nil). If the Group has a legal or
of an asset or a cash-generating unit exceeds the
constructive obligation to cover a deficit in the associate,
recoverable amount of the asset or the cash-generating
such deficit is recognised under liabilities.
unit. Impairment losses are recognised in the income statement.
Receivables from associates are measured at amortised cost less any impairment loses.
Impairment of goodwill is not reversed. Impairment of other assets is reversed only to the extent that changes
On the acquisition of investments in associates, the
in the assumptions and estimates underlying the impair-
acquisition method is used; see the description of busi-
ment calculation have occurred. Impairment is only
ness combinations.
reversed to the extent that the asset’s increased carrying amount does not exceed the carrying amount that
Impairment of non-current assets
would have been determined (net of amortisation or
Goodwill and intangible assets with indefinite useful
depreciation) had no impairment loss been recognised
lives are subject to annual impairment tests, initially
for the asset in prior years.
Notes to the Consolidated Financial Statements (EURk)
39
1 Accounting policies (continued)
Inventories
Securities
Inventories are measured at the lower of cost according
Securities consist mainly of listed bonds that are held
to the FIFO method and the net realisable value.
for investment of excess liquidity and managed in accordance with a documented investment strategy.
Goods for resale and raw materials and consumables
Securities are measured initially at the listed price at the
are measured at cost, comprising purchase price plus
trade date and subsequently at the listed price at the
delivery costs.
end of the reporting period using the fair value option. Value adjustments are recognised directly in the income
The cost of finished goods and work in progress
statement.
comprises the cost of raw materials, consumables, direct wages and salaries and indirect production overheads.
Pension obligations and similar
Indirect production overheads comprise indirect
non-current liabilities
materials, wages and salaries as well as maintenance
The Group has entered into pension plans and similar
and depreciation of production machinery and
arrangements with the majority of the Group’s employ-
equipment as well as administration and management
ees.
costs. Obligations relating to defined contribution plans where The cost of acquired TV programmes are recognised as
the Group regularly pays fixed pension contributions
inventory at the time when the right to broadcast the
to independent pension funds are recognised in the
TV programme begins. The cost of a TV programme is
income statement in the period during which employeesÂ
amortised proportionally over the period the TV pro-
earn entitlement to them, and any contributions
gramme is broadcast.
outstanding are recognised in the balance sheet under other payables.
The net realisable value of inventories is calculated as the selling price less costs of completion and costs neces-
For defined benefit plans, an actuarial calculation (the
sary to effect the sale and is determined taking into
Projected Unit Credit method) is performed annually of
account marketability, obsolescence and development in
the present value of future benefits payable under the
expected selling price.
defined benefit plan. The present value is determined on the basis of assumptions about the future development
Receivables
in variables such as salary levels, interest rates, inflation
Receivables are measured at fair value on initial recogni-
and life expectancy. The present value is determined only
tion and are subsequently measured at amortised cost
for benefits earned by employees from their employ-
less any impairment. The Group considers evidence of
ment with the Group. The actuarial present value less
impairment both on an individual level and on a group
the fair value of any plan assets is recognised in the bal-
level where considered relevant.
ance sheet under pension obligations.
Prepayments
If a pension plan constitutes a net asset, the asset is only
Prepayments, such as prepaid royalty, prepaid authors’
recognised if it represents future refunds from the plan
fees and prepaid TV programmes and sports broadcast-
or will lead to reduced future payments to the plan.
ing rights, which are recognised under assets, comprise
40
costs incurred concerning subsequent financial years.
Pension costs for the year are recognised in the income
Prepayments are measured at cost.
statement based on actuarial estimates and financial
Notes to the Consolidated Financial Statements (EURk)
1 Accounting policies (continued)
expectations at the beginning of the year. Any difference
Deferred tax assets and liabilities are set off if the entity
between the expected development in pension plan
has a legally enforceable right to set off current tax
assets and liabilities and the realised amounts deter-
liabilities and tax assets or intends either to settle current
mined at year-end is termed an actuarial gain or loss and
tax liabilities and tax assets on a net basis or to realise the
is recognised in other comprehensive income.
assets and settle the liabilities at the same time.
Non-current employee benefits are recognised at the
Deferred tax is adjusted for eliminations of unrealised
best estimate of the expenditure required to settle the
intra-group gains and losses.
present obligation at the end of the reporting period. Deferred tax is measured according to the tax rules and Current tax payable/receivable and deferred taxes
at the tax rates applicable in the respective countries
Current tax payable and receivable is recognised in the
at the end of the reporting period when the deferred
balance sheet as tax computed on the taxable income
tax is expected to be realised as current tax. Changes in
for the year, adjusted for tax on the taxable income of
deferred tax due to changed tax rates are recognised in
prior years and for tax paid on account.
the comprehensive income for the year.
Deferred tax is measured using the balance sheet
Other provisions
liability method on the basis of all temporary differences
Other provisions primarily consist of provisions for
between the carrying amount and the tax base of assets
goods sold with a right of return, where, based on past
and liabilities. However, deferred tax is not recognised
experience or otherwise, the Group can make a reliable
on temporary differences relating to goodwill that is not
estimate of the amount of goods that will be returned as
deductible for tax purposes and on office premises and
well as expected restructuring costs, etc.
other items where temporary differences, apart from business combinations, arise at the date of acquisition
Provisions are recognised when the Group incurs a
without affecting either result for the year or taxable
legal or constructive obligation due to an event occur-
income. Where different tax rules can be applied to
ring before or at the end of the reporting period, and
determine the tax base, deferred tax is measured based
meeting the obligation is likely to result in an outflow of
on Management’s planned use of the asset or settlement
economic benefits.
of the liability. Provisions are measured at the best estimate of the Deferred tax assets, including the tax base of tax loss
expenses required to settle the obligation.
carryforwards, are recognised under other non-current assets at the expected value of their utilisation; either
When provisions are measured, the costs required
as a set-off against tax on future earnings or as a set-off
to settle the obligation are discounted provided that
against deferred tax liabilities in the same legal tax entity
such discounting would have a material effect on the
and jurisdiction.
measurement of the liability. A pre-tax discount rate is
Notes to the Consolidated Financial Statements (EURk)
41
1 Accounting policies (continued)
used that reflects the current market interest rate level
defined as a group of assets to be disposed of in a
plus risks specific to the liability. Changes in the discount
single transaction, through sale or otherwise. Liabilities
element during the financial year are recognised in the
associated with assets classified as held for sale are
income statement under financial expenses.
those liabilities directly associated with the assets that will be transferred in the transaction. Assets are
Warranty provisions are recognised as the underlying
classified as held for sale if their carrying amount will be
goods are sold based on historical warranty costs experi-
recovered principally through a sale within 12 months
ence in previous financial years.
in accordance with a formal plan rather than through continuing use.
Restructuring costs are recognised under liabilities when a detailed, formal restructuring plan has been
Assets or disposal groups held for sale are measured at
announced to the employees affected no later than at
the lower of their carrying amount at the date of clas-
the end of the reporting period. On acquisition of busi-
sification as held for sale and their fair value less disposal
nesses, provisions for restructuring in the acquiree are
costs. Assets are not depreciated or amortised from the
only included in goodwill when, at the acquisition date,
date when they are classified as held for sale.
the acquiree had an existing liability for restructuring. Impairment losses on initial recognition as held for sale A provision for onerous contracts is recognised when the
and gains and losses on subsequent remeasurement at
expected benefits to be obtained by the Group from a
the lower of carrying amount and fair value less disposal
contract are lower than the unavoidable costs of meet-
costs are recognised in the income statement under the
ing its obligations under the contract.
items to which they relate. Gains and losses are disclosed in the notes.
Financial and non-financial liabilities Financial liabilities are recognised as at the date of bor-
Assets and associated liabilities are presented as separate
rowing as the net proceeds received less transaction
line items in the balance sheet, and the principal items
costs paid. In subsequent periods, the financial liabilities
are specified in the notes. Comparative figures in the
are measured at amortised cost, such that the difference
balance sheet are not restated.
between the proceeds and the nominal value is recognised under financial expenses in the income statement
Presentation of discontinued operations
over the term of the loan.
Discontinued operations represent a separate major line of business whose activities and cash flows can be clearly
Financial liabilities also include the capitalised residual
distinguished, operationally and for financial reporting
lease commitment under finance leases, which is meas-
purposes, from the other business areas, provided that
ured at amortised cost. Other liabilities are measured at
the unit has been disposed of or that it is held for sale
net realisable value.
and the sale is expected to be carried out within twelve months in accordance with a formal plan. Discontinued
Deferred income
operations also include businesses which are classified as
Deferred income, including the sale of film broadcasting
held for sale in connection with the acquisition.
rights, is measured at amortised cost. The profit after tax on discontinued operations and value
42
Assets held for sale
adjustments after tax of related assets and liabilities and
Assets held for sale consist of non-current assets and
gains and losses on disposal are presented as a separate
disposal groups held for sale. Disposal groups are
line item in the income statement with a restatement of
Notes to the Consolidated Financial Statements (EURk)
1 Accounting policies (continued)
comparative figures. The notes disclose revenue, costs,
Cash and cash equivalents comprise cash and market-
value adjustments and tax for the discontinued opera-
able securities with a residual term of less than three
tions.
months at the acquisition date which are subject to an insignificant risk of changes in value.
Assets and related liabilities for discontinued operations are presented in separate line items in the balance sheet
Cash flows in other currencies than the functional
without a restatement of comparative figures; see the
currency are translated using average exchange rates
section ‘Assets held for sale’, and the principal items are
unless these deviate significantly from the rates at the
specified in the notes.
transaction date.
Cash flow statement
Cash flows from operating, investing and financing
The cash flow statement shows the cash flows from
activities for discontinued operations are disclosed in a
operating, investing and financing activities for the year,
note.
the year’s changes in cash and cash equivalents as well as the Group’s cash and cash equivalents at the begin-
Segment information
ning and end of the year.
The Egmont Foundation is not officially listed, and in accordance with IFRS, segment information need there-
The cash flow effect of acquisitions and disposals of
fore not be presented.
businesses is shown separately in cash flows from investing activities. Cash flows from acquired businesses are
Financial ratios
recognised in the cash flow statement from the date of
Financial ratios are calculated in accordance with the
acquisition, and cash flows from disposals of businesses
Danish Society of Financial Analysts’ ‘Recommendations
are recognised until the date of disposal.
and Financial Ratios 2010’.
Cash flows from operating activities are calculated
The financial ratios stated under financial highlights have
according to the indirect method as the profit for the
been calculated as follows:
year before net financials, adjusted for non-cash operating items, changes in working capital and corporate
Operating margin
income tax paid.
Operating profit x 100 Revenue
Cash flows from investing activities comprise payments in connection with the acquisition and disposal of businesses and activities and the acquisition and disposal of intangible assets, property, plant and equipment and
Equity ratio Equity, excl. non-controlling interests, x 100 Total assets
other non-current assets, as well as securities. Acquisitions of assets by means of finance leases are treated as non-cash transactions. Cash flows from financing activities comprise the rais-
Return on equity Net profit for the year, excl. non-controlling interests, x 100 Average equity, excl. non-controlling interests
ing of loans and repayment of interest-bearing debt, donations made and transactions with non-controlling interests.
Notes to the Consolidated Financial Statements (EURk)
43
2
Revenue
Sale of goods
Royalty
Rental income
Total
2012
2011
1,547,612
1,326,867
63,421
50,817
5,847
8,636
1,616,880
1,386,320
3 Other operating income
2012
2011
Sale of The Student Planner
3,424
0
Sale of TV productions
0
1,148
Government grants
Miscellaneous
Total
187
665
9,034
9,038
12,645
10,851
2012
2011
(307,639)
(266,917)
(17,274)
(16,272)
4 Personnel costs
Wages and salaries
Defined contribution pension plans
Defined benefit pension plans
Other social security costs
Total
(8,297)
(3,852)
(51,972)
(36,110)
(385,182)
(323,151)
Average number of employees, total
4,615
4,161
Compensation paid to the Management Board amounted to 3,211 (2011: 3,088), of which pension contributions amounted to 349 (2011: 346). Compensation paid to the Board of Trustees amounted to 454 (2011: 377). 5 Depreciation, amortisation and impairment
Amortisation, intangible assets
Impairment losses, intangible assets
Depreciation, property, plant and equipment
Impairment losses, property, plant and equipment
Total
2012
2011
(47,335)
(34,920)
(5,167)
(1,952)
(28,257)
(23,746)
0 (80,759)
(2,225) (62,843)
6
Special items
2012
2011
Value adjustment of existing shares in TV 2, Norway
164,977
0
Impairment losses of goodwill TV 2, Norway
(89,667)
0
Cost of closing printing facilities
(8,043)
0
Total
67,267
0
Please refer to note 29 Acquisition of businesses regarding value adjustment of TV 2, Norway and note 10 Intangible
assets regarding impairment of TV 2, Norway.
44
Notes to the Consolidated Financial Statements (EURk)
7
Financial income
2012
2011
Interest income, financial assets, measured at amortised cost
3,559
2,771
Interest income, securities
1,122
5,242
Foreign exchange gains, net
1,189
2,407
Change in fair value, derivative financial instruments
Other financial income
Total
515
800
5,348
2,006
11,733
13,226
8
Financial expenses
2012
2011
Interest expenses, financial liabilities, measured at amortised cost
(7,835)
(7,113)
Interest expenses, derivative financial instruments
(5,121)
(3,877)
Change in fair value, securities, net
Other financial expenses
Total
(571)
(991)
(4,936)
(3,327)
(18,463)
(15,308)
9
Taxes
2012
2011
Current tax
(9,750)
(14,752)
Deferred tax
(7,549)
(5,667)
Adjustments for prior years
(262)
Total
(17,561)
337 (20,082)
Tax on the profit for the year results as follows:
Calculated tax, 25% on profit before tax
Adjustment of calculated tax in foreign entities relative to 25%
Tax effect of:
Non-taxable income
56,796
6,786
Non-deductible expenses
(28,339)
(3,757)
Share of net profit/(loss) in associates
520
2,066
Adjustments for prior years
(262)
Total
(42,186)
(23,431)
(4,090)
(2,083)
(17,561)
337 (20,082)
Effective tax rate
10.4%
21.4%
The effective tax rate in 2012 is materially affected by a non-taxable value adjustment of TV 2, Norway. When adjustning for this, the effective tax rate is 22.9 % for 2012. Tax recognised in other comprehensive income:
Tax on value adjustment of hedging instruments
Tax on actuarial gains/(losses) on defined benefit pension plans
Total
379
240
(10,879)
4,120
(10,500)
4,360
Notes to the Consolidated Financial Statements (EURk)
45
10 Intangible assets   Intangible assets under Film In-house development rights, produced Trade- and pre etc. film rights Goodwill marks payments
Cost at 1 January 2012
131,247
73,345
121,262
47,294
24,933
Foreign exchange adjustments
Acquisitions through business combinations
189
479
6,554
2,779
(71)
21,696
0
302,956
191,167
0
Additions
Goverment grants
4,733
16,539
0
0
34,096
0
(10,237)
0
0
0
Transferred
35,276
(291)
0
550
(35,535)
Cost of assets disposed of
(3,802)
(4,589)
(62,797)
(21,298)
(990)
Cost at 31 December 2012
189,339
75,246
367,975
220,492
22,433
Amortisation and impairment losses at 1 January 2012
Foreign exchange adjustments
Amortisation and impairment losses of assets disposed of
Impairment losses
Amortisation
(93,200) (65,113) (30,836) (2,714) (992)
(404)
(3,501)
3,402
2,723
21,739
(257)
(613) 2
2,467 0
(4,003)
0
(90,831)
0
0
(40,427)
(6,766)
0
(142)
0
Amortisation and impairment (135,220) losses at 31 December 2012
(69,560)
(103,429)
(646)
(611)
264,546
219,846
21,822
Carrying amount at 31 December 2012
54,119
5,686
Cost at 1 January 2011
Foreign exchange adjustments
103,716
79,698
130,270
46,773
165
1,229
4,091
1,023
Additions
Goverment grants
Transferred
23,934
(712)
Cost of assets disposed of
(3,530)
(10,973)
Cost at 31 December 2011
131,247
73,345
121,262
16,420 (11)
6,962
13,644
739
0
31,746
0
(9,541)
0
0
0
0
0
(23,222)
(13,838)
(502)
0
47,294
24,933
Amortisation and impairment losses at 1 January 2011
Foreign exchange adjustments
Amortisation and impairment losses of assets disposed of
Amortisation
(68,573) (64,147) (37,233) (2,564)
(611)
494
(1,022)
(3,621)
(652)
(2)
3,374
7,122
11,329
502
0
Transferred
(338)
338
0
0
0
Impairment losses
(641)
0
(1,311)
0
0
(27,516)
(7,404)
0
0
0
(93,200)
(65,113)
(30,836)
(2,714)
(613)
90,426
44,580
24,320
Amortisation and impairment losses at 31 December 2011
Carrying amount at 31 December 2011
38,047
8,232
46
Notes to the Consolidated Financial Statements (EURk)
10 Intangible assets (continued)
Goodwill The carrying amount of goodwill is tested annually for impairment. The impairment test is made for the Group’s cashgenerating units, based on their management structure and management control; see below:
2012 196,106
2011
TV 2, Norway
37,520
Nordisk Film, Cinemas
5,712
4,187
Magazines, Norway
34,355
31,137
Books, Norway
13,985
10,592
Other units
14,388
6,990
Carrying amount
264,546
90,426
In the impairment test of the cash-generating units, the recoverable amount, equivalent to the discounted value of expected future net cash flows, is compared with the carrying amount of the cash-generating units. The recoverable amount is based on the value in use, determined by using expected net cash flows that are based on management-approved budgets and business plans for 2012, projections for subsequent years up to and including 2017, and average growth during the terminal period. For the primary cash-generating units, the following pre-tax discount rates have been used: TV 2, Norway 8.7 % (2011: 8.3 %), Nordisk Film, Cinemas 8.0 % (2011: 9.6 %), Magazines, Norway 8.9 % (2011: 10.0 %) and Books, Norway 10.0 % (2011: 10.0 %). The average expected growth during the terminal period is 2.0 % for TV 2, Norway (2011: 2.6 %), -5.0 % for Magazines, Norway (2011: -4.1 %) and 2.0 % for Books, Norway (2011: 2.0 %). Expected growth during the terminal period is not estimated to exceed the long-term average growth rate in the business areas. In February 2012 Egmont acquired the remaining 50 % of the shares in TV 2, Norway. Please refer to note 29 for further information. The TV business is cyclical and therefore affected by a generally large uncertainty regarding the development in revenue and expenses. Combined with increasing prices for acquiring TV rights for especially sports events and increasing program cost for Norwegian TV productions, it may result in a challenged EBITDA-margin the coming years. At the end of 2012 assessment and analyses of these uncertainties resulted in an impairment loss of goodwill regarding TV 2, Norway, for the amount of EUR 89.7 million. The impairment loss is recognized in the profit loss account under special items. The sensitivity for further impairments losses regarding the TV business is highly related to the development in advertising revenue, the revenue-category which is most sensitive to cyclical fluctuations. Advertising revenue amounts to more than 50 % of the total revenue in the TV business and long-term fluctuations is the greatest uncertainty associated to the future earnings. Additionally it is difficult to adjust program cost because they are disposed for a longer period in the future. Inpairment tests for goodwill for 2012 regarding the other cash-generating units of the Group: Nordisk Film, Cinemas, Magazines, Norway and Books, Norway show that the recoverable amount exceeds the carrying amount.
Notes to the Consolidated Financial Statements (EURk)
47
10 Intangible assets (continued) Trademarks Trademarks with an indefinite useful life relate to the individual cash-generating units’ primary sales. The Group is testing the carrying amount of trademarks with an indefinite useful life for impairment annually; see below:
2012
2011
190,791
17,772
Magazines, Norway
18,219
17,242
Books, Norway
10,115
9,566
219,125
44,580
TV 2, Norway
Carrying amount
Trademarks for TV 2, Norway, and Magazines, Norway, are tested by using the Relief from Royalty method to assess future cash flows from royalty income for the individual trademarks. The royalty rate, determined on the basis of the cash-generating unit’s products and the reputation of such products, ranged from 5 to 14% for 2012 and 2011. The trademark of Books, Norway, has been tested together with the goodwill of the cash-generating unit to which it
relates. The following pre-tax discount rates have been used: 8.7 to 10.0% (2011: 9.9 to 11.0%). The average expected growth during the terminal period is 2.0 % for TV 2, Norway (2011: 2.5 %), -5.0 % for Magazines, Norway (2011: -3.5 %) and 2.0 % for Books, Norway (2011: 2.0 %). The impairment tests for trademarks for 2012 show that the recoverable amount exceeds the carrying amount. The Group assesses that probable changes in the assumptions underlying the impairment calculations will result in no need to write down trademarks for impairment in the Group’s primary cash-generating units. Film rights and in-house produced film rights The Group makes regular estimates of the useful lives of film rights and in-house produced film rights based on its expected sales in the cinema, DVD and TV media and in markets, which are naturally subject to uncertainty as actual sales may differ from estimated sales. The Group continuously receives sales estimates, and if impairment indicators are identified, film rights and in-house produced film rights are written down for impairment. The useful lives of film rights and in-house produced film rights for 2012 were at the expected level.
48
Notes to the Consolidated Financial Statements (EURk)
11 Property, plant and equipment   Property, plant and Leasehold equipment Land and Plant and Tools and improve- under buildings machinery equipment ments construction Â
Cost at 1 January 2012
Foreign exchange adjustments
Acquisitions through business combinations
Additions
Transferred
Cost of assets disposed of
Cost at 31 December 2012
210,948
105,423
82,012
14,468
6,264
100
3,995
2,391
236
(11)
1,269
26,513
529
1,469
0
234
17,723
7,166
1,897
9,962 (12,480)
5,287
325
6,036
832
(900)
(43,864)
(4,219)
(4,709)
(859)
216,938
110,115
93,915
14,193
2,876
Depreciation and impairment losses at 1 January 2012
Foreign exchange adjustments
Depreciation and impairment losses of assets disposed of
Transferred
Depreciation Depreciation and impairment losses at 31 December 2012
(37,151) (88,941) (64,610) (10,656)
0
(543)
(3,009)
(1,848)
(154)
0
34
30,491
3,622
3,955
0
(23)
0
0
23
0
(6,277) (12,101) (8,395) (1,484)
0
(43,960)
(73,560)
(71,231)
(8,316)
0
172,978
36,555
22,684
5,877
2,876
Carrying amount at 31 December 2012
Hereof assets held under finance leases
0
3,142
0
0
0
Cost at 1 January 2011
210,992
104,552
79,343
15,239
Foreign exchange adjustments
613
707
290
96
10
Additions
430
7,557
5,390
542
4,879 (1,918)
Transferred
Cost of assets disposed of
Cost at 31 December 2011
3,319
614
142
412
750
(1,701)
(7,535)
(3,423)
(2,159)
(26)
210,948
105,423
82,012
14,468
6,264
Depreciation and impairment losses at 1 January 2011
Foreign exchange adjustments
Depreciation and impairment losses of assets disposed of
Impairment losses
Depreciation Depreciation and impairment
(32,552) (85,609) (59,599) (10,699)
0
177
(88)
179
5
0
1,330
6,972
2,889
1,636
(28)
0
(2,253)
0
0
28
(6,106) (7,963) (8,079) (1,598)
0
(37,151)
(88,941)
(64,610)
(10,656)
0
173,797
16,482
17,402
3,812
6,264
losses at 31 December 2011
Carrying amount
at 31 December 2011
Hereof assets held under finance leases
0
2,151
336
0
0
Notes to the Consolidated Financial Statements (EURk)
49
12 Investment properties
Fair value at 1 January
Foreign exchange adjustments
Fair value at 31 December
2012
2011
30,938
30,854
(109)
84
30,829
30,938
Investment properties consist of a rental property in Denmark, let under a long-term lease. The fair value is calculated according to the net rental method, and thus the value of the property has been calculated on the basis of its expected operating income (pre-tax return) of about 1,900 and a required rate of return of 6%, determined on the basis of the general market level and specific circumstances relating to the property. Rental income amounted to 2,359 (2011: 2,285) and operating costs to 502 (2011: 567). 13
Financial assets
Investment in jointly controlled entities Note 30 includes an outline of the Group’s investments in jointly controlled entities. The Group’s investments in jointly controlled entities are consolidated on a pro-rata basis. The Group’s shares of jointly controlled entities’ revenue, costs, assets and liabilities are as follows:
Revenue
Costs Profit/(loss) before tax
2012
2011
151,436
345,716
(145,115)
(311,786)
6,321
33,930
Non-current assets
Current assets
Total assets
38,696
48,743
74,427
199,261
113,123
248,004
Non-current liabilities
24,875
109,629
Current liabilities
39,084
135,871
Total liabilities
63,959
245,500
The Group’s operating lease commitments, contingent liabilities and collateral provided in jointly controlled entities appear from notes 23 and 24.
50
Notes to the Consolidated Financial Statements (EURk)
13
Financial assets (continued)
Investments in associates
Cost at 1 January
Foreign exchange adjustments
Acquisitions through business combinations
Additions
2012
2011
27,439
26,320
916
172
20,689
0
233
7,214
Disposals
(15,345)
(6,267)
33,932
27,439
Cost at 31 December
Adjustments at 1 January
Foreign exchange adjustments
(15,201) (1,132)
(336)
Share of profit/(loss) for the year
2,081
8,263
Other capital items
(1,037)
Dividends
(16,985)
128
(688)
(846)
Disposals
22,048
(6,196)
Transferred for set-off against receivables
(8,685)
771
Transferred to provisions
79
Adjustments at 31 December
(2,535)
0 (15,201)
Carrying amount at 31 December
31,397
12,238
Note 30 includes an outline of the Group’s investments in associates. The revenue, profit/loss for the year, assets and liabilities of the primary associates are as follows:
Revenue
Net profit/(loss) for the year Assets Liabilities
2012 205,139
14,447
98,532
169,662
2011 194,676
6,613
80,594
161,514
14 Inventories
Raw materials and consumables
Work in progress
Manufactured goods and goods for resale
TV programmes
Total
2012
2011
39
2,487
2,983
3,447
99,748
101,530
61,002
21,391
163,772
128,855
At the end of the reporting period, the Group estimates the writedown to realisable value for manufactured goods and goods for resale, which primarily relates to books and game consoles. The estimate is based on expected sales and therefore subject to some uncertainty. The inventories and impairment of inventories expensed for the year amounted to 370,227 (2011: 229,494) and 10,232 (2011: 13,356), respectively. Reversed impairment of inventories in the income statement amounted to 1,331 (2011: 3,760). Inventories included capitalised payroll costs in the amount of 9,306 (2011: 8,437). 15 Prepayments In the amount prepayed sports broadcasting rights are included with 16,747 (2011: 0), which are terminated more than 12 months from balance sheet day.
Notes to the Consolidated Financial Statements (EURk)
51
16
Securities
Listed bonds
2012
2011
40,532
181,205
Other
7,552
2,234
Total
48,084
183,439
The average duration of the bonds is 6 months. 17
Cash and cash equivalents
2012
2011
Cash and bank account deposits
41,528
154,259
Total
41,528
154,259
Of which deposited in fixed-term deposit 1,265 (2011: 31,405) and cash and equivalents pledged as collateral 6,084 (2011: 8,448). 18 Equity The Egmont Foundation is a commercial foundation and thus subject to special conditions relating to its capital, as set out in the Foundation’s Charter. The Foundation’s assets are used for donations in connection with the Foundation’s Charitable Activities. The balance of the Foundation’s assets is transferred to a reserve to ensure that the Foundation are provided with the necessary capital for consolidating and expanding in accordance with sound principles. The Foundation’s equity ratio stood at 42.0 % (2011: 38.4 %).
52
Notes to the Consolidated Financial Statements (EURk)
19 Pensions The Group mainly has defined contribution pension plans, as the Group’s defined benefit pension plans in both its wholly-owned and its jointly controlled Norwegian entities were closed to new members in 2004 and 2008,
respectively. In addition, the Group has pension plans in Sweden that have been established together with other enterprises as part of collective agreements (multi-employer plans). Such plans are defined benefit plans, but are treated as defined contribution plans because the pension funds are unable to provide the information necessary to calculate the individual enterprise’s share of the obligation. For defined benefit pension plans, the obligation is calculated at the actuarial present value at the end of the reporting period. These pension plans are funded in whole or in part through pension funds for the employees. The present value of the defined benefit pension obligations depends on the assumptions used as a basis for the actuarial calculation. The calculation is based on assumptions relating to discount rate, expected return on assets, future wage or salary increases, life expectancy and future development of the pension obligation. The primary assumptions lie within the framework determined by the public authorities in Norway and are reviewed as at the reporting date. Defined benefit pension obligations is affected by a higher discount rate in 2012. In accordance with updated guidelines the Group have chosen to use a special Norwegian bond interest rate (OMF rate), because the marked have become sufficient enough to comply with the market demands in IAS 19. This result in a reduction of the pension obligation as per 31 December 2012 and a corresponding effect in the statement of other comprehensive income for the year. Pensions
2012
Defined benefit pension obligations
(37,003)
Other pension obligations
(10,304)
Total
(47,307)
2011 (39,269) (9,373) (48,642)
Defined benefit pension obligations are specified below:
Present value of defined benefit pension obligations
(96,663)
(84,576)
Fair value of pension plan assets
64,187
50,142
Payroll tax
(4,527)
(4,835)
(37,003)
(39,269)
Net liability at 31 December
Movement in the present value of defined benefit pension obligations:
Liability at 1 January
Adjustments relating to previous year(s)
(1,380)
0
Foreign exchange adjustments
(5,986)
(575)
Acquisitions through business combinations
Pension costs for the financial year
Pension costs for the previous financial year
(21)
(909)
Calculated interest relating to liability
(3,338)
(2,678)
Actuarial gains/(losses)
32,909
(11,686)
Curtailments and repayments
12,743
0
Pensions paid, etc.
4,331
2,960
Liability at 31 December
(84,576)
(68,401)
(43,048)
0
(8,297)
(3,287)
(96,663)
(84,576)
Notes to the Consolidated Financial Statements (EURk)
53
9 Pensions (continued) 1
2012
Movement in the fair value of pension assets:
Pension assets at 1 January
Adjustments relating to previous year(s)
Foreign exchange adjustments
Acquisitions through business combinations
Expected return on pension plan assets
Actuarial gains/(losses)
Payments made to the pension plans
Curtailments and repayments
Pensions paid, etc.
Pension assets at 31 December
2011
50,142
47,842
770
529
2,905
401
16,534
0
2,851
2,668
(948)
(1,278)
6,114
2,156
(11,780)
28
(2,401)
(2,204)
64,187
50,142
Return on pension assets:
Actual return on pension plan assets
1,903
1,390
Expected return on pension plan assets
(2,851)
(2,668)
(948)
(1,278)
Actuarial losses on pension plan assets
Average composition of pension plan assets:
Bonds
56.1 %
48.7 %
Shares
7.1 %
11.9 %
Money market and the like
16.6 %
21.4 %
Property
20.2 %
18.0 %
Average assumptions used for the actuarial calculations at the end of the reporting period in the individual pension plans:
Discount rate
3.9 %
2.6 %
Inflation rate
3.3 %
3.3 %
Adjustment of wages and salaries
3.5 %
3.5 %
Expected return on pension funds
4.0 %
4.1 %
Amount of defined benefit pension obligations for current and previous years:
Defined benefit pension obligations
(96,663)
(84,576)
Pension assets
64,187
50,142
Payroll tax
(4,527)
(4,835)
(37,003)
(39,269)
Net liability at 31 December
Pension costs in the income statement:
Pension costs for the year
(7,708)
(3,342)
Calculated interest relating to liability
(3,338)
(2,721)
Curtailments and repayments
1,255
0
Expected return on pension plan assets
2,851
2,656
Payroll tax
Pension costs
(1,357)
(445)
(8,297)
(3,852)
38,852
(14,714)
Actuarial gains/(losses) recognised in other comprehensive income
54
Notes to the Consolidated Financial Statements (EURk)
20 Deferred tax
2012
2011
Deferred tax at 1 January
14,211
15,523
Adjustments relating to previous year(s)
(2,934)
0
Foreign exchange adjustments
2,127
(5)
Acquisitions through business combinations
Deferred tax for the year recognised in the income statement
Deferred tax for the year recognised in other comprehensive income
Deferred tax at 31 December
(41,133)
0
(7,549)
(5,667)
(10,500)
4,360
(45,778)
14,211
Deferred tax has been recognised in the balance sheet as follows:
Deferred tax, asset
Deferred tax (liability)
Deferred tax, net
6,889 (52,667) (45,778)
22,156 (7,945) 14,211
Deferred tax assets are recognised for all unutilised tax losses to the extent it is considered probable that taxable profits will be realised in the foreseeable future against which the losses can be offset. The amount to be recognised in respect of deferred tax assets is based on an estimate of the probable time of realising future taxable profits and the amount of such profits. The Group has assessed that deferred tax assets totalling 6,889 (2011: 22,156), primarily attributable to Germany can be realised in the foreseeable future. This is based on the forecast earnings base of the enterprises in which the tax assets can be utilised.
2012
2011
The deferred tax relates to:
Intangible assets
(72,069)
(8,534)
Property, plant and equipment
2,430
(3,276)
Receivables
4,921
(46)
Inventories
1,962
3,620
Other current assets
728
836
Provisions
15,777
14,431
Other liabilities
(6,851)
(1,032)
Tax losses allowed for carryforward, etc.
7,324
Total
(45,778)
8,212 14,211
Unrecognised deferred tax assets relate to:
Tax losses
Temporary differences
2,260
1,837
265
977
Notes to the Consolidated Financial Statements (EURk)
55
Goods sold with 21 Other provisions a right of return Other Other provisions at 1 January 2012
Foreign exchange adjustments
59,507
9,698
1,636
162
Provisions made
49,262
6,978
Provisions used
(48,788)
(2,111)
Reversed
(2,062)
Other provisions at 31 December 2012
59,555
(3,079) 11,648
Goods sold with a right of return include magazines and books that the shops can return according to agreement. At the date of sale, the Group estimates how many goods are expected to be returned or exchanged based on historical experience of selling such goods. This estimate is naturally subject to uncertainty, as the quantity actually returned may deviate from the estimated quantity. However, the uncertainty concerning the return of magazines is limited due to the short period allowed for returning them. Other provisions include warranty provisions, in respect of which expected partial compensation from the supplier is recognised in other receivables. 22
Fees to elected auditor
Statutory audit
Tax consultancy
Other assurance statements
Other services
Total fees to KPMG
2012
2011
(1,748)
(1,510)
(96)
(87)
(105)
(71)
(492)
(778)
(2,441)
(2,446)
Statutory audit
(125)
(215)
Tax consultancy
(30)
(50)
Other assurance statements
Other services
Total fees to other auditors
(6)
0
(12)
(98)
(173)
(363)
Total
(2,614)
(2,809)
23 Operating leases Operating leases comprise leases for properties of 150,309 (2011: 138,082) and other leases of 10,017 (2011: 8,696). These figures include leases for properties entered into by jointly controlled entities of 38,250 (2011: 65,258).
2012
Non-cancellable operating lease payments amount to:
Up to 1 year
Between 1 to 5 years
More than 5 years
Total
42,387
2011
32,167
100,488
88,132
17,452
26,480
160,327
146,779
During 2012, 43,815 (2011: 32,273) was recognised as expense in the income statement in respect of operating
leases.
56
Notes to the Consolidated Financial Statements (EURk)
24
Contingent liabilities and collateral The Group has provided security to mortgage credit institutions of 112,216 (2011: 112,612) over corporate and investment properties, for which the carrying amount constitutes 162,505 (2011: 166,192 ). The Group’s jointly controlled entities have provided security of 278 (2011: 2,414) to other credit institutions over miscellaneous assets (a floating charge). The carrying amount of such assets amounted to 278 (2011: 161,436). Contractual investment commitments relating to intangible film rights amount to 21,098 (2011: 29,893). Entities in the Group have furnished miscellaneous guarantees, etc., for 19,104 (2011: 16,526). These figures include guarantees furnished by jointly controlled entities for 1,904 (2011: 10,429).
25
Financial risks and financial instruments As a result of its operations, investments and financing, the Egmont Group is exposed to a number of financial risks, including market risks. Corporate Treasury is responsible for centralised management of liquidity and financial risks in the Group’s wholly owned entities. Corporate Treasury operates as a counterparty to the Group’s entities, thus undertaking centralised management of liquidity and financial risks. Liquidity and financial risks arising at jointly controlled entities are reported to Corporate Treasury and thus managed on a decentralised basis. Management monitors the Group’s financial risk concentration and financial resources on an ongoing basis. The overall framework for financial risk management is laid down in the Group’s Treasury Policy. The Treasury Policy comprises the Group’s currency and interest rate policy, financing policy and policy regarding credit risks in relation to financial counterparties and includes a description of approved financial instruments and risk framework. The overall framework is assessed on an ongoing basis. The Group’s policy is to refrain from engaging in speculative transactions. Thus, the Group’s financial management focuses exclusively on managing and reducing financial risks that are a direct consequence of the Group’s operations, investments and financing. In 2012 the Group began to hedge currency risk related to purchase of film rights and sports broadcasting rights. Apart from that there are no major changes in the Group’s risk management policy relative to 2011. Currency risks The Group is exposed to exchange rate fluctuations as a result of the individual consolidated enterprises entering into purchase and sales transactions and having receivables and payables denominated in currencies other than their functional currency. Forward exchange contracts are used to secure that the actual exposure do not exceed the currency exposure limit of the Group. Hedge accounting is used regarding currency risk related to purchase of rights. In 2012 value adjustments after tax on equity amounts to EUR 2.5 million (2011: EUR 0.0 million). The Group’s major currency risk related to financial instruments is used in hedge accounting. As per 31 December 2012 a 5 % drop in the exchange rates of DKK/NOK, EUR/NOK and DKK/USD will affect the equity with EUR 10.0 million (2011: EUR 0.0 million). The sensitivity analysis is based on financial instruments recognized as per 31 December and an effectiveness of 100 % in the use of hedge accounting.
Notes to the Consolidated Financial Statements (EURk)
57
25
Financial risks and financial instruments (continued) Translation risks The Group’s primary currency exposure is denominated in NOK and EUR and relates to the Group’s investments in wholly owned and jointly controlled entities, including long-term intra-group loans. As a main rule, these currency risks are not hedged, as ongoing hedging of such long-term investments is not considered to be the best strategy based on overall risk and cost considerations. A 5% and 1% drop in the exchange rates of NOK and EUR, respectively, would have impacted the 2012 profits by EUR -9.0 million (2011: EUR -8.4 million) and EUR 0.5 million (2011: EUR 0.6 million), respectively, and the equity at 31 December 2012 in terms of NOK by EUR -24.1 million (2011: EUR -6.8 million), and in terms of EUR by EUR 5.1 million (2011: EUR 5.0 million). A positive change in foreign exchange rates would have had a reverse impact on profits and equity based on the financial instruments recognised at end-2012 and end-2011, and unchanged figures for production/sales and unchanged price and interest rate levels. Interest rate risks As a result of its investment and financing activities, the Group has an exposure related to fluctuations in interest levels. The Group’s policy is to hedge interest rate risks relating to loans when it is assessed that interest payments may be secured at a satisfactory level. The Group’s interest rate risks are managed by entering into interest swap contracts, with floating rate loans being converted into fixed interest loans. The principal amount of interest swap contracts concluded by the Group for hedging purposes was EUR 95 million at 31 December 2012 and EUR 90 million at 31 December 2011. The fair value in the balance sheet amounted to EUR 23.8 million at 31 December 2012 and EUR 20.1 million in 2011, and the value adjustment of the equity for 2012 was negative by EUR 3.0 million after tax (2011: EUR -10.0 million). As a result of the Group’s use of derivative instruments to hedge its interest rate exposure relative to instruments of debt, changes in the fair value of the hedging instruments will impact the Group’s reserve for hedging transactions under equity. A one percentage point drop in interest rates would reduce equity by about EUR 11 million. In addition, such an interest rate drop will not affect the income statement in any material way, because the effect by way of loss of interest income from net deposits and market value changes to derivative financiel instruments equals out and in addition will be insignificant. Liquidity risks The Group’s liquidity reserve comprises cash and cash equivalents, securities and unutilised credit facilities. To ensure optimum utilisation of cash and cash equivalents, the Group operates with cash pools. The Group has a net interestbearing debt of EUR 119.0 million (2011: net deposits of EUR 104.7 million). The Group’s financinually consists primarily of Danish floating rate mortgage loans expiring in 2028 and floating rate loans denominated in NOK maturing in 2015. In the debt repayment schedule shown below, it is assumed that the loan facility will be continually extended. Egmont is governed by a financial covenant in the form of net interest-bearing debt in the ratio to EBITDA in a loan
agreement.
58
Notes to the Consolidated Financial Statements (EURk)
25
Financial risks and financial instruments (continued) The Group’s liabilities other than provisions fall due as shown below. The debt repayment schedule is based on undiscounted cash flows incl. estimated interest payments based on current market conditions:
Carrying amount
Contractual cash flows
Within 1 year
1 to 5 After years 5 years
Mortgage debt
112,216
141,197
4,075
16,192
120,930
Other credit institutions
85,741
107,162
13,074
7,574
86,514
Other financial liabilities
24,505
26,682
1,215
25,467
0
Finance lease liabilities
3,142
3,605
1,305
2,300
0
Trade payables
Non-derivative financial instruments
Derivative financial instruments
31 December 2012
241,979
241,979
241,979
0
0
467,583
520,625
261,648
51,533
207,444
34,716
50,258
4,963
18,742
26,553
502,299
570,883
266,611
70,275
233,997
125,970
Mortgage debt
112,612
144,356
2,611
15,775
Other credit institutions
110,199
110,281
71,622
38,659
0
Other financial liabilities
91,724
95,130
87,239
7,891
0
Finance lease liabilities
2,151
2,151
687
1,464
0
Trade payables
Non-derivative financial instruments
Derivative financial instruments
31 December 2011
201,749
201,749
201,749
0
0
518,435
553,667
363,908
63,789
125,970
23,410
36,815
4,897
12,126
19,792
541,845
590,482
368,805
75,915
145,762
The Group has in 2013 remortgaged loan with a principal amount of EUR 21.7 million. The new loan is an adjustablerate loan and it is instalment-free until 31 December 2022. Credit risks The Group’s credit risks relate primarily to trade receivables, securities and cash and cash equivalents. The Group is not exposed to any significant risks associated with a particular customer or business partner. According to the Group’s policy for accepting credit risk, all major customers are regularly credit rated. Trade receivables: The Group has received collateral relating to sales. This occurs typically in connection with the distribution of magazines where deposits are received. In addition, some of the Group’s entities take out credit insurance against losses on trade receivables to the extent deemed relevant. Collateral provided is included in an assessment of the need to make impairments. Trade receivables backed by collateral, with a consequent reduction in overall credit risk, amount to 33,686 (2011: 32,322).
Notes to the Consolidated Financial Statements (EURk)
59
25
Financial risks and financial instruments (continued) Trade receivables, including trade receivables backed by collateral, that have not yet fallen due and have not been impaired, can be broken down by geographical area as follows:
Denmark
Other Nordic countries
Other European countries
Other countries
Total
2012
2011
40,319
36,391
101,890
85,834
40,788
38,131
7,069
3,430
190,066
163,786
In addition, the aging of trade receivables past due and not impaired is as follows:
2012
2011
32,035
24,088
8,674
13,650
Up to 30 days
Between 30 and 90 days
Over 90 days
24,023
5,249
Total
64,732
42,987
10,401
12,345
Impairment at 1 January
Foreign exchange adjustments
476
(52)
Impairment for the year
3,034
4,010
Realised losses
(2,363)
(3,193)
Reversed impairment
(1,329)
(2,709)
Impairment at 31 December
10,219
10,401
Securities, cash and cash equivalents: The Group is exposed to counterparty risk through its cooperation with financial counterparties via funds deposited, but also via credit commitments. The Group manages this risk by cooperating with banks with a sound credit rating.
60
Notes to the Consolidated Financial Statements (EURk)
25
Financial risks and financial instruments (continued) Categories of financial instruments Financial instruments are broken down into categories of financial assets and liabilities below:
2012
2011
Securities (fair value option)
48,084
183,439
Financial assets measured at fair value via the income statement
48,084
183,439
254,726
206,773
Trade receivables Receivables from associates Other receivables Cash and cash equivalents Receivables
3,698
3,648
84,565
60,811
41,528
154,259
384,517
425,491
Derivative financial instruments
8,781
3,925
Financial liabilities measured at fair value via the income statement
8,781
3,925
Derivative financial instruments
25,935
19,485
Financial liabilities used as hedging instruments
25,935
19,485
Mortgage debt
112,216
112,612
Other credit institutions (non-current)
74,025
38,572
Other credit institutions (current)
11,716
71,627
Other financial liabilities
24,505
91,724
Finance lease commitments
3,142
2,151
Trade payables
241,979
201,749
Financial liabilities measured at amortised cost
467,583
518,435
The carrying amount of receivables and other financial liabilities (current) is equal to the fair value. Mortgage debt and debt to other credit institutions (non-current) are floating rate cash loans, and thus the fair value is equal to the carrying amount. Securities are measured at listed prices (level 1). Derivative financial instruments are valued at fair value on the basis of inputs other than listed prices that are observable for the liability, either directly or indirectly (level 2). Hedge accounting The Group utilise forward contracts to hedge currency risks related to purchase of film rights and sports broadcasting rights. Value adjustments on equity amounts to EUR 2.5 million (2011: EUR 0.0 million), which will be recognised in the income statement during 2013 - 2015. Interest swaps has been used to hedge the Group’s interest rate risks related to floating interest rate loans. Value adjustments on equity amounts to EUR 23.4 million (2011: EUR 20.1 million), which will be recognised in the income statement during 1 - 16 years (2011: 1 - 17 years).
Notes to the Consolidated Financial Statements (EURk)
61
26
Related parties The Egmont Foundation is a commercial foundation and has no related parties with control. T he Egmont Group’s related parties with significant influence comprise the Foundation’s Board of Trustees, Management Board and their close relatives, as well as enterprises in which this group of persons has material interests. The compensation paid to the Board of Trustees and Management Board appears from note 4. Related parties with significant influence also comprise associates; see notes 13 and 30. Transactions with associates consisted of loans to associates of 26,203 (2011: 12,489) and interest income of 1.089 (2011: 907).
27
Standards and interpretations not yet adopted The IASB has issued a number of new standards and interpretations that have not yet become mandatory for the Egmont Foundation’s consolidated financial statements for 2012. None of these new standards or interpretations are expected to have a significant effect on the consolidated financial statements, except for: IFRS 11, Joint arrangements, will become effective from the 2014 financial year. According to the standard, it will no longer be possible to consolidate jointly controlled entities on a pro-rata basis. Jointly controlled entities are subsequently to be recognised according to the equity method, which means that the share of net profit or loss must be recognised under financial items. This will primarily result in a reduction of the Group’s revenue and operating profit (EBIT) in respect of the Norwegian part of Egmont Books, while the net profit or loss will remain unchanged. Comparative figures will have to be restated.
28
Subsequent events Apart from the events recognised or disclosed in the consolidated financial statements, no events have accurred after the reporting period.
29 Acquisition of businesses In 2012 the Group has bought 50 % of the shares in AE-TV Holding AS (hereafter: TV 2, Norway) as well as 100 % of Venue Point Holding ApS and additional 30 % of Filmweb AS, Norway. Please refer to separat sections below for a further elaboration of the aquisitions. Furthermore the Group has acquired other businesses for a total of EUR 6 million. Fair value at acquisition date Intangible assets
TV 2, Norway Other 8,853
Property, plant and equipment
29,287
493
29,780
Other non-current assets
42,176
10
42,186
162,411
8,698
171,109
(2,961)
(965)
(3,926)
(240,772)
(1,393)
(242,165)
(1,449)
(1,804)
(3,253)
(90,339)
(12,310)
(102,649)
Current assets Non-current financial liabilities Other non-current liabilities Current financial liabilities Other current liabilities
212,863
Identifiable net assets
102,363
1,582
103,945
Goodwill
287,414
15,542
302,956
Fair value of 50 % shareholding
(108,731)
0
(108,731)
Purchase consideration
281,046
17,124
298,170
(71)
(7,393)
(7,464)
0
(2,401)
(2,401)
280,975
7,330
288,305
Cash and cash equivalents, acquired Contingent consideration Total cash consideration paid
62
Total
204,010
Notes to the Consolidated Financial Statements (EURk)
29 Acquisition of businesses (continued) Transaction costs attributable to the acquisitions are recognised in Other external expenses when incurred. Acquisitions in 2012
TV 2, Norway On 8 January 2012, the Group entered into an agreement regarding the acquisition of the remaining 50 % shareholding in TV 2, Norway, with effect from 1 February 2012. The purchase consideration totalled EUR 281.0 million after fair value adjustment of the existing 50 % shareholding. Goodwill, which is not deductible for tax puposes, represnets the value of personnel, know-how, a platform for future income from advertising, distribution and user-paid services, as well as full ownership of the shares. In accordance with the IFRS rules regarding business combinations achieved in stages, an amount of EUR 165.0 million is recognised as a fair value adjustment of the existing shares in connection with the acquisition of the remaining 50 % in 2012. The amount is recognised in Special items, see note 6. Transaction costs regarding advisers fees attributable to the acquisition amount to EUR 0.9 million, and are recognised in Other external expenses i the income statement.
Venuepoint
On 9 March 2012, the Group acquired all shares in Venuepoint Holding ApS (Billetlugen). The purchase consideration amount to EUR 8.6 million, of which EUR 2.4 million concerns a contingent consideration. The contingent consideration is based on expectations for future earnings. Transaction costs regarding advisers fees attributable to the acquisition amount to EUR 0.4 million, and are recognised in Other external expenses i the income statement. Filmweb
On 3 February 2012, the Group has acuired additional shares in Filmweb AS, whereby Egmont’s ownership increases to 64 %. Filmweb.no is the leading web portal i Norway for movies and cinema. Since 2008 Egmont has owned 34 % of the shares. The purchase consideration amount to EUR 2.3 million. Others In 2012 the book publisher Cappelen Damm has acquired the two publishing companies Akribe AS and Høyskoleforlaget AS in order to reinforcing its position as a publisher for universities and the professional market. In 2012 the Kids Media division has acquired the activities of Krea Media, who is behind the well known children characters Pixeline and Magnus og Myggen and thereby strengthening its leading position in the Nordic region in both physical and digital edutainment for children.
Notes to the Consolidated Financial Statements (EURk)
63
30 Group entities Unless otherwise stated, the entities are wholly owned. Insignificant – including primarily dormant – entities are not included in the outline. The entities marked with * are owned directly by the Egmont Foundation. Subsidiaries Ownership share Country Entity Registered office 2012 2011
Denmark
Egmont International Holding A/S *
Copenhagen
Egmont Holding A/S
Copenhagen
Egmont Magasiner A/S
Gentofte
Egmont Specialblade A/S
Gentofte
Vægtkonsulenterne A/S
Gentofte
Egmont Magazine Services A/S
Oxygen Magasiner A/S
Copenhagen
Egmont Kids Media Nordic A/S
Copenhagen
Egmont Creative Center A/S
Copenhagen
Egmont Kids Media, Digital A/S
Copenhagen
Lindhardt og Ringhof Forlag A/S
Copenhagen
Nordisk Film A/S
Copenhagen
Nordisk Film Distribution A/S
Copenhagen
Nordisk Film Shortcut A/S
Copenhagen
Nordisk Film Production A/S
Copenhagen
Nordisk Film Biografer A/S
Copenhagen
Scala Bio Center Aalborg ApS
NF Live A/S
Copenhagen
Kino.dk A/S
Copenhagen
Billetlugen A/S
Copenhagen
-
Next2Live A/S
Copenhagen
-
Nordisk Film Bridge Finance A/S
Copenhagen
Dansk Reklame Film A/S
Copenhagen
Nordisk Trading Company A/S Kolding - (Merged with Nordisk Film Distribution A/S)
Gentofte
Aalborg
96 %
80 % 74 %
Egmont Administration A/S
Copenhagen
Egmont Finansiering A/S
Copenhagen
Ejendomsselskabet Vognmagergade 11 ApS *
Copenhagen
Ejendomsselskabet Gothersgade 55 ApS*
Copenhagen
Ejendomsaktieselskabet Lygten 47-49
Copenhagen
Norway
Egmont AS
Oslo
Egmont Holding AS
Oslo
Egmont Kids Media Nordic AS
Oslo
Nordisk Film AS
Oslo
Nordisk Film Post Production AS Oslo - (Merged with Nordisk Film Production AS)
Nordisk Film Distribusjon AS
Oslo
Nordisk Film Production AS
Oslo
Nordisk Film ShortCut AS
Oslo
66 %
64
Notes to the Consolidated Financial Statements (EURk)
40 %
80 % 74 %
-
66 %
30 Group entities (continued) Subsidiaries Ownership share Country Entity Registered office 2012 2011
Norway
Drammen Kino AS
Venuepoint AS
Drammen
Oslo
66.7 %
Neofilm AS
Oslo
66.7 %
66,7 %
Filmweb AS
Oslo
64.3 %
34 %
Sportskort AS
Oslo
96.82 %
Egmont Hjemmet Mortensen AS
Oslo
Hjemmet Mortensen Trykkeri AS
Oslo
Hjemmet Mortensen Fagmedia AS
Oslo
Frysjaveien 42 AS
Oslo
AE-TV Holding AS Bergen - (Merged with Egmont Holding AS)
50 %
TV 2 Gruppen AS
Bergen
50 %
TV 2 AS
Bergen
50 %
Nydalen Studios AS
Oslo
50 %
OB-Team AS
Oslo
50 %
Broom.no AS
Oslo
-
Outside Broadcast Team AS
Bergen
50 %
Eventyrkanalen AS
Bergen
50 %
TV 2 Torget AS
Bergen
50 %
Vimond Media Solutions AS
Bergen
50 %
Kanal 24 Norge AS
Fredrikstad
50 %
TV 2 Zebra AS Bergen - (Merged with TV 2 AS)
27.5 %
Mosart Medialab AS
Bergen
Sweden
Egmont Holding AB
Malmø
Egmont Tidskrifter AB
Malmø
Auto, Motor och Sport Sverige AB Stockholm - (Merged with Egmont Tidskrifter AB)
Egmont Tidskrifter BM AB
Egmont Kids Media Nordic AB
Egmont Editions AB
Sudd AB
Sören och Anders Interessenter AB
Änglatroll AB
Skandinaviske Skoledagböcker AB
Stockholm
Nordisk Film Sverige AB
Stockholm
Nordisk Film Produktion Sverige AB
Stockholm
Nordisk Film Post Produktion AB Stockholm - (Merged with Egmont Holding AB )
Nordisk Film Distribution AB
Stockholm
Spiderbox Entertainment AB
Stockholm
Nordisk Film ShortCut AB
Stockholm
66 %
Venuepoint AB
Gøteborg
-
84.5 %
66.7 % -
-
42.25 %
Stockholm Malmø Malmø Stockholm
60 %
Malmø Malmø
Notes to the Consolidated Financial Statements (EURk)
65
30 Group entities (continued)
Subsidiaries Ownership share Country Entity Registered office 2012 2011
Finland
Egmont Holding Oy/Egmont Holding Ab
Helsinki
Oy Nordisk Film Ab
Helsinki
Dominova Oy/AB
Helsinki
BK Pro Fitness Oy
Vasa
Germany
Egmont Holding GmbH
Egmont Ehapa Verlag GmbH
Egmont Verlagsgesellschaften mbH
Mitte-Editionen GmbH
Berlin
Egmont Ehapa Rights Management GmbH
Berlin
Egmont Ehapa Comic Collection GmbH
Berlin
Berlin Berlin Cologne
United Kingdom Egmont Holding Ltd.
London
Egmont UK Ltd.
London
Poland
Egmont Polska sp. z o.o.
Warsaw
Czech Republic
Egmont CR s.r.o.
Hungary
Egmont Hungary Kft.
Russia
ZAO Egmont Russia Ltd.
Estonia
Egmont Estonia AS
Tallinn
Latvia
Egmont Latvija SIA
Riga
Lithuania
UAB Egmont Lietuva
Vilnius
Ukraine
Egmont Ukraine LLC
Kiev
Romania
Egmont Romania S.R.L.
Bulgaria
Egmont Bulgaria EAD
Croatia
Egmont d.o.o.
USA
Egmont US Inc.
Sverre LLC
China
Egmont Hong Kong Ltd.
Hong Kong
Egmont Sourcing (HK) Ltd.
Hong Kong
South Africa
Egmont Africa Pty, LTD
Cape Town
Prague Budapest Moscow
Bukarest Sofia Zagreb New York Denver
50.5 %
50.5 %
66
Notes to the Consolidated Financial Statements (EURk)
-
30 Group entities (continued)
Jointly controlled entities Ownership share
Country
Entity
Registered office
2012
2011
Denmark
Pumpehuset af 2011 A/S
Copenhagen
50 %
50 %
Norway
Mediehuset Nettavisen AS
Oslo
50 %
50 %
Næringslivsavisen Na24 AS
Oslo
50 %
-
Bootstrap AS
Oslo
50 %
-
Nordic World AS
Oslo
50 %
25 %
Cappelen Damm Holding AS
Oslo
50 %
50 %
Cappelen Damm AS
Oslo
50 %
50 %
Cappelen Damm Salg AS
Oslo
50 %
50 %
Tanum AS
Oslo
50 %
50 %
Sentraldistribusjon ANS
Oslo
50 %
50 %
Larsforlaget AS
Oslo
Cappelen Damm Holding AS owns
Flamme Forlag AS
66 %
66 %
Oslo
Cappelen Damm Holding AS owns
80 %
80 %
Barnemagasinet AS
Oslo
50 %
50 %
Maipo Film AS
Oslo
55.1 %
55.1 %
Sweden
Fladen Film AB
Stockholm
Finland
Solar Films Oy
Helsinki
50.1 %
50.1 %
Egmont Kustannus Oy Ab
Helsinki
50 %
50 %
Turkey
Dogan ve Egmont Yayincilik A.S.
Istanbul
50 %
50 %
Australia
Hardie Grant Egmont Pty Ltd
Melbourne
50 %
50 %
China
Children’s Fun Publishing Company Ltd.
Beijing
49 %
49 %
Thailand
Nation Egmont Edutainment Company Ltd.
Bangkok
50 %
50 %
-
50 %
Notes to the Consolidated Financial Statements (EURk)
67
30 Group entities (continued)
Associates Ownership share Country Entity Registered office 2012 2011
Denmark
Zentropa Folket ApS
Ugebladenes Fælles Opkrævningskontor I/S
Hvidovre
49.69%
49.69%
Albertslund
50 %
Publizon A/S
50 %
Aarhus
36 %
ABCiTY A/S
36 %
Copenhagen
24.42 %
24.42 %
I/S Ugebladsdistributionen *
Albertslund
50 %
50 %
Norway
Motor ANS
Oslo
50 %
50 %
Biip.no AS
Oslo
Egmont Serieforlaget AS owns
-
45 %
TV 2 AS owns
-
45 %
40 %
-
Wolftech Broadcast Solutions AS
Norges Televisjon AS
Bergen
Oslo
TV 2 Gruppen AS owns
RiksTV AS
TV 2 Gruppen AS owns
Norges Mobil TV AS
33.3 %
33.3 %
Oslo 33.3 %
33.3 %
Oslo
TV 2 Gruppen AS owns
33.3 %
33.3 %
Sweden
Golfresan AB
Stockholm
35 %
35 %
Klintberg Nihlén Media AB
Stockholm
49 %
-
Finland
Matila Röhr-Nordisk Oy
Helsinki
43.54 %
HD-Post Oy
Helsinki
43.54 %
Solar Films Oy owns
40 %
40 %
United Kingdom Wendy Promotion Ltd.
50 %
50 %
London
* Danish partnerships forming part of associates do not prepare official annual reports.
68
Notes to the Consolidated Financial Statements (EURk)
Income Statement of the Egmont Foundation (EURk) Note
2012
2011
3,950
3,940
Personnel costs
(197)
(161)
Other external expenses
(836)
(868)
2,917
2,911
Royalty income, etc.
2
Operating profit
Dividends from investments in subsidiaries
4,225
4,842
Financial income
119
853
Financial expenses
(289)
(40)
Profit before tax
6,972
8,566
Tax on profit for the year
(190)
(382)
Net profit for the year
3
6,782
8,184
Distribution of net profit
Transfer to reserve fund
1,356
1,637
Transfer to charitable fund
4,070
4,910
Transfer to liquid reserve fund
1,356
1,637
Total
6,782
8,184
Income Statement of the Egmont Foundation
69
Balance Sheet of the Egmont Foundation at 31 December (EURk) Note
Assets
4
Investments in subsidiaries
2012
2011
181,061
181,699
5
Investments in associates
251
252
Financial assets
181,312
181,951
181,312
181,951 105,535
Total non-current assets
Receivables from group enterprises
101,369
Other receivables
3,397
292
Receivables
104,766
105,827
Securities
577
565
Cash and cash equivalents
0
469
105,343
106,861
286,655
288,812
Total current assets
Total assets
Equity and liabilities
2012
2011
Capital fund 29,489
29,593
6
7
Reserve fund 228,218
230,678
8
Charitable fund 12,431
11,628
9
Liquid reserve fund 3,690 Total equity
273,828
4,588 276,487
Pensions
Non-current liabilities
388
397
388
397
Payables to group enterprises
120
170
Donations committed but not yet paid 9,782
8,424
Other payables 2,537
Current liabilities
12,439
3,334 11,928
Total liabilities
12,827
12,325
70
Total equity and liabilities
Balance Sheet of the Egmont Foundation at 31 December
286,655
288,812
1 Accounting policies The financial statements of the Egmont Foundation have been prepared in accordance with the provisions of the Danish Financial Statements Act applying to class C enterprises (large) and the financial reporting requirements of the Foundation’s Charter. The accounting policies applied in the presentation of the financial statements are consistent with those of the previous year. No cash flow statement has been included for the Egmont Foundation, as reference is made to the consolidated cash flow statement. Royalty income, etc. Royalties received are accrued and recognised as income in accordance with the concluded agreement. Investments in subsidiaries and associates Investments in subsidiaries and associates are measured at cost. Where cost is lower than the recoverable amount, impairments are made to this lower value. Dividends Dividends from investments in subsidiaries and associates are recognised in the financial year in which the dividend is declared, typically at the time when the general meeting approves the distribution of dividend by the relevant company. To the extent that the dividend distributed exceeds accumulated earnings after the acquisition date, dividend is recognised as a reduction of the cost of the investment. Equity Profit is distributed according to the Foundation’s Charter. The Charitable Activities’ donations and associated expenses are charged directly to the liquid reserve fund under equity. The Foundation’s equity consists of a capital fund and a reserve fund intended for the Commercial Activities. The capital fund is an undistributable reserve, while the reserve fund comprises distributable reserves. The charitable fund serves to ensure the existence of funds required for the Egmont Foundation’s Charitable Activities. The liquid reserve fund is the amount which is to be used for charitable purposes under the Foundation’s Charter within the scope of the Charitable Activities. In the calculation of tax, due allowance is made for the deductibility of charitable donations made according to the Egmont Foundation’s Charter. These are charged to equity. Tax provisions for future donations are also taken into account. Provision for deferred tax is made in case the Egmont Foundation does not expect to use liquid funds for charitable purposes equal to the tax provisions.
Notes of the Egmont Foundation (EURk)
71
2 Personnel costs
2012
2011
(166)
(107)
Wages and salaries
Pensions
Adjustment of pension obligation
Total
(40)
(37)
9
(17)
(197)
(161)
Compensation paid to the Board of Trustees amounted to 155 in 2012 (2011: 124), of which 75 (2011: 60) was included in the costs of the Charitable Activities. The Management Board of the Foundation is also employed by Egmont International Holding A/S, which pays all salaries to the Management Board. The Foundation pays an overall fee to Egmont International Holding A/S for this administration. 3
Tax on profit for the year
2012
Calculated royalty tax for the year
(190)
(382)
(190)
(382)
Total
2011
Tax on profit for the year consists of royalty tax.
4 Investments in subsidiaries
2012
2011
181,699
181,214
Cost at 1 January
Foreign exchange adjustments
(638)
485
Cost at 31 December
181,061
181,699
5 Investments in associates
2012
2011
Cost at 1 January
252
252
Foreign exchange adjustments
(1)
0
Cost at 31 December
251
252
Investments in associates consist of 50% of the equity in I/S Ugebladsdistributionen, Albertslund.
6
Capital fund
2012
2011
Balance at 1 January
29,593
29,513
Foreign exchange adjustments
(104)
80
Balance at 31 December
29,489
29,593
7
Reserve fund
2012
2011
Balance at 1 January
230,678
230,701
Foreign exchange adjustments
(813)
627
Transfer from distribution of net profit
1,356
1,637
Transfer to liquid reserve fund
(3,003)
(2,287)
Balance at 31 December
228,218
230,678
72
Notes of the Egmont Foundation (EURk)
8
Charitable fund
2012
2011
Balance at 1 January
11,628
10,630
Foreign exchange adjustments
(50)
29
Transfer from distribution of net profit
4,070
4,910
Transfer to liquid reserve fund
(3,217)
(3,941)
Balance at 31 December
12,431
11,628
9 Liquid reserve fund Balance at 1 January 2011
Use according to articles 6-10
Use according to article 11
Total
3,876
238
4,114
Foreign exchange adjustments
Used for charitable purposes
11
1
12
(5,939)
(466)
(6,405)
Costs
(998)
0
(998)
Transfer from reserve fund
2,058
229
2,287
Transfer from charitable fund
3,941
0
3,941
Transfer from distribution of net profit
1,473
164
1,637
Balance at 31 December 2011
4,422
166
4,588
Foreign exchange adjustments
Used for charitable purposes
(19)
(1)
(20)
(7,024)
(466)
(7,490)
Costs
(964)
0
(964)
Transfer from reserve fund
2,703
300
3,003
Transfer from charitable fund
3,217
0
3,217
Transfer from distribution of net profit
1,220
136
1,356
Balance at 31 December 2012
3,555
135
3,690
The liquid reserve fund is the amount which is to be used for charitable purposes under the Foundation’s Charter within the scope of the Charitable Activities.
Notes of the Egmont Foundation (EURk)
73
Board of Trustees and Management Board of the Egmont Foundation Board of Trustees Mikael Olufsen (Chairman) Director, born 1943, took office 1993 Member of the Boards of TryghedsGruppen smba (CM), Tryg A/S (CM), Tryg Forsikring A/S (CM), Malaplast Ltd., Thailand (CM), Gigtforeningen (CM), WWF Verdensnaturfonden, Danmark-Amerika Fondet Steen Riisgaard (Vice Chairman) CEO, Novozymes A/S, born 1951, took office 2002 Member of the Boards of ALK-Abello A/S (CM), WWF Verdensnaturfonden (CM), Rockwool International A/S (VC), CAT Science A/S, Novo A/S, Novo Nordisk Fonden, Villum Fonden, Aarhus University Ulrik Bülow CEO, Otto Mønsted A/S; CEO, House of Business Partners A/S, born 1954, took office 2003 Member of the Boards of Arator A/S (CM), GateHouse A/S (CM), Intersport Danmark A/S (CM), Plougmann & Vingtoft A/S (CM), FDM Travel A/S, Oreco A/S, Plaza Ure & Smykker A/S, Royal Unibrew A/S, Toms Gruppen A/S, Gigtforeningen Torben Ballegaard Sørensen Director, born 1951, took office 2006 Member of the Boards of AS3-Companies A/S (CM), CAT Forsknings- og Teknologipark A/S (CM), PowerBrands A/S (CM), Tajco Group A/S (CM), Realfiction ApS (CM), Systematic A/S (VC), Pandora Holding A/S, AB Electrolux, Sweden
Lars-Johan Jarnheimer Director, born 1960, took office 2011 Member of the Boards of BRIS (Children’s Rights in Society) (CM), Sweden, CDON-Group AB (CM), Sweden, Eniro AB (CM), Sweden, Arvid Nordquist HAB, Sweden, SAS Group, Sweden, INGKA Holding BV, the Netherlands Anna von Lowzow Journalist and film director, born 1961, took office 1996 Peder Høgild Operator supervisor, born 1958, took office 2009 Marianne Oehlenschlæger HR consultant, born 1958, took office 2011
Management Board Steffen Kragh President and CEO, born 1964 Member of the Boards of Nykredit Realkredit A/S (VC), Nykredit Holding A/S (VC), Foreningen Nykredit, Cappelen Damm Holding AS (CM), Norway Hans J. Carstensen Chief Financial Officer, born 1965 Member of the board of DI ITEK
All information as of 19 March 2013. Jeppe Skadhauge Attorney and partner, Bruun & Hjejle, born 1954, took office 2009 Member of the Boards of Blindes Støttefond (CM), Tømmerhandler Johannes Fogs Fond (VC), Designmuseum Danmark (VC), the Council of the Danish Bar and Law Society, the Danish Institute of Arbitration
74
CM: VC:
Chairman Vice Chairman
Board of Trustees and Management Board of the Egmont Foundation