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Nelly Group — Interim / Quarterly Report 2011
Oct 17, 2011
3179_10-q_2011-10-17_434ff9c1-9546-4c6a-ad87-036e9b44bc28.pdf
Interim / Quarterly Report
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Interim report, 1 January – 30 September 2011
61% YEAR ON YEAR SALES GROWTH IN THE THIRD QUARTER
CDON Group AB (publ.) ("CDON Group" or "the Group") (NASDAQ OMX Stockholm's Mid Cap market: CDON) today announced its financial results for the third quarter and nine months ended 30 September 2011.
Third Quarter Highlights
- Net sales up 61% year on year to SEK 826.4 (513.7) million with an organic growth of 33% (29%)*
- Gross profit of SEK 136.5 (93.0) million with a gross margin of 16.5% when excluding non-recurring items
- Operating profit of SEK 33.7 (30.8) million and operating margin of 4.1% when excluding non-recurring items
- Net income of SEK 11.5 (19.3) million
- Basic earnings per share of SEK 0.18 (4.05)
Nine Months Highlights
- Net sales up 45% to SEK 2,087.3 (1,441.1) million with an organic growth of 31% (27%)*
- Gross profit of SEK 372.8 (281.2) million with a gross margin of 17.9% when excluding non-recurring items
- Operating profit of SEK 77.6 (96.5) million and operating margin of 3.7% when excluding non-recurring costs
- Net income of SEK 34.6 (64.2) million
- Basic earnings per share of SEK 0.53 (32.76)
- Acquisition of white goods and household appliances e-retailer Tretti AB for SEK 346 million in June
* Excluding Tretti AB and Rum21 AB
Mikael Olander, President and CEO of CDON Group, commented: "I am very pleased to report another record quarter for CDON Group. While we undertake substantial investments in geographical expansion and in new businesses, we deliver our strongest third quarter ever, in terms of both revenue and profit, adjusting for oneoff costs."
"All our four business segments continue to grow fast and contribute to the Group's profitability. The record sales growth shows our ability to develop our operations, acquire and launch new online stores and to expand into new markets, while maintaining profitability. During this year we have acquired two businesses. In the third quarter we also launched a new business, the shopping-club Members.com."
"We continue to invest heavily in the development of all our existing companies. The ongoing expansion of the Sports & Health segment in Denmark, Norway and Finland contributes to the segment's continued high growth and the ongoing shift from media products towards consumer electronics in the Entertainment segment also strengthened the Group's revenues during the third quarter. Both the Fashion and the Home & Garden segments continue their geographic expansion with the Nordic roll-out of Tretti.se and the launch of Nelly.com on 20 new markets in the European Union, which is a first step towards a global launch of Nelly.com. We have also during September and October rolled out the online furniture and interior decoration retailer Rum21 in all Nordic countries."
"We still expect to deliver a slight year on year increase in the underlying Group operating margin for the full year 2011, when adjusted for acquisitions, launches, expansions and the costs of being an independent listed company. However, a continued faster than expected growth of consumer electronic products within the Entertainment segment could render a revision."
"We are on track regarding sales, gross margins and EBIT levels and look forward with confidence to Q4 historically CDON Group's strongest quarter of the year."
Significant events during and after the end of the third quarter
Management changes
The Group's President and CEO Mikael Olander tendered his resignation to the Board on 15 August 2011. Mikael Olander has a notice period of twelve months and will continue in his current role until a replacement has been appointed and his responsibilities have been handed over.
Launch of Members.com
CDON Group launched the shopping-club Members.com throughout the Nordic region in September 2011. Members.com is a new and exclusive e-shopping club that daily presents new and unique offerings in fashion, beauty and lifestyle for selected members. Members.com's core offerings are fashion apparel and accessories as well as goods and services related to lifestyle and design.
Geographical expansion of Nelly.com
CDON Group launched the fashion retailer Nelly.com across the entire EU on 29 September 2011, thus increasing its geographic reach into 20 new markets. In conjunction with the European launch, CDON Group also announced an upcoming global launch. The e-commerce store is now available in English, German, Swedish, Danish, Norwegian, Finnish and Dutch language versions.
Recognition of one-off costs
CDON Group announced on 10 October 2011 that it would recognise SEK 15 million of one-off costs in the results for the third quarter and nine months ended 30 September 2011. These costs reflect a restatement of Norwegian customs duties and VAT over the past three years, which had, due to an incorrect setting in a new ERP-system, historically been inaccurately reported to Norwegian authorities by Nelly.com and Gymgrossisten.com. The recognition will not affect the Group's underlying business, profitability or revenue growth. The costs have been accounted for in a separate line in the Group's income statement and are included in "Group central operations" in the segment reporting.
Geographic expansion of Rum21
CDON Group expanded the online furniture and interior decoration retailer Rum21 pan-Nordic following launches of Room21.dk in Denmark and Room21.fi in Finland during September 2011, and the launch of Room21.no in Norway during October 2011. Rum21.se was acquired by CDON Group on 1 February 2011.
Financial summary
| (SEK Thousand) | 2011 Jul-Sep |
2010 Jul-Sep |
Change(%) | 2011 Jan-Sep |
2010 Jan-Sep |
Change (%) |
|---|---|---|---|---|---|---|
| Net sales | 826,399 | 513,741 | 60.9% | 2,087,331 | 1,441,101 | 44.8% |
| Gross profit excl non-recurring items |
136,508 | 93,030 | 46.7% | 372.820 | 281,186 | 32.6% |
| Gross margin (%) | 16.5% | 18.1% | 17.9% | 19.5% | ||
| Gross profit incl | 121,508 | 93,030 | 30.6% | 357,820 | 281,186 | 27.3% |
| non-recurring items* Gross margin (%) |
14.7% | 18,1% | 17.1% | 19.5% | ||
| Operating profit excl | ||||||
| non-recurring items | 33,678 | 30,780 | 9.4% | 77,661 | 96,545 | -19.6% |
| Operating margin (%) | 4.1% | 6,0% | 3.7% | 6.7% | ||
| Operating profit incl non-recurring items* |
18,678 | 30,780 | -39.3% | 57,921 | 96,545 | -40.0% |
| Operating margin (%) | 2.3% | 6,0% | 2.8% | 6.7% | ||
| Net interest & other financial items |
-5,377 | -5,517 | -12,777 | -14,152 | ||
| Income before tax | 13,301 | 25,263 | 45,144 | 82,393 | ||
| Net income | 11,537 | 19,251 | 34,607 | 64,232 | ||
| Basic earnings per share (SEK)** |
0.18 | 4.05 | 0.53 | 32.76 | ||
| Diluted earnings per share (SEK)** |
0.16 | 4.05 | 0.48 | 32.76 | ||
| Total assets | 1,346,785 | 729,863 | 84.5% | 1,346,785 | 729,863 | 84.5% |
* Including one-off costs of SEK 15.0 million, related to a restatement of Norwegian customs duties and VAT three years back. The operating profit for Jan-Sept 2011 also includes one-off costs of SEK 4.7 million related to the acquisition of Tretti AB.
** Earnings per share for Jul-Sept 2010 and Jan-Sept 2010 are based on the average number of issued shares for these periods which are 4,774,682 and 1,940,552 respectively. The weighted average number of shares outstanding before dilution for the third quarter of 2011 amounted to 66,342,124. The weighted average number of shares outstanding after dilution in the third quarter of 2011 amounted to 72,921,071.
Group summary
Group net sales were up 61% year on year in the quarter and 45% for the year to date and organically sales were up 33% year on year in the quarter and 31% for the year to date, following sales growth and continued market share gains for each business segment. The Group's sites attracted 41.3 (26.8) million visits during the quarter and generated 1.4 (1.1) million orders during the period. A total of 111.0 (76.7) million visits and 3.8 (3.1) million orders were registered during the first nine months of the year.
The Group's consolidated cost of goods sold increased by 68% year on year to SEK 704.9 (420.7) million in the quarter and by 49% to SEK 1,729.5 (1,159.9) million for the year to date. The lower year on year gross margins of 14.7% (18.1%) in the quarter and 17.1% (19.5%) for the year to date primarily reflected the one-off costs related to the restatement of Norwegian customs duties and VAT, and for the nine months period also by the adverse impact on Group sales of the appreciation of the Group's reporting currency against its other operating currencies. The gross margin was also impacted by the ongoing shift in the Entertainment segment away from the sale of media products towards growth categories such as consumer electronic products, and affected by
the consolidation of Tretti.com from June 3, as the company's gross margins are somewhat lower than the Group's average.
Sales, general and administrative expenses increased by 67% year on year to SEK 105.1 (63.0) million in the quarter and by 65% to SEK 303.4 (183.6) million for the first nine months, which reflected the higher sales volumes from existing and new business lines, investments in the launch of Members.com in the Nordics and Nelly.com in the EU, as well as marketing initiatives, such as Nelly.com in the German market and for Gymgrossisten's internet store Bodystore.dk in Denmark. The Group also incurred higher year on year TV advertising costs as a stand-alone company following the signing of a new agreement with the former parent company Modern Times Group, which took effect from the beginning of 2011. Group central costs of SEK 19.8 (0.5) million in the third quarter and SEK 33.7 (0.9) million for the year to date reflected the Group's status as a stand-alone and publicly listed company with its own central functions and governing bodies, as well as nonrecurring cost of SEK 15 million associated with the restatement of Norwegian customs duties and VAT and SEK 4.7 million associated with the acquisition of Tretti AB during the second quarter.
The Group therefore reported an operating profit of SEK 33.7 (30.8) million in the quarter, and SEK 77.7 (96.5) million for the year to date, with operating margins of 4.1% (6.0%) and 3.7% (6.7%) when excluding the nonrecurring costs mentioned above. The Group reported an operating profit of SEK 18.7 million in the quarter and SEK 57.9 million for the year to date including non-recurring costs.
The Group´s net interest and other financial items amounted to SEK -5.4 (-5.5) million in the third quarter and SEK -12.8 (-14.2) million for the year to date, which primarily reflected the interest costs related to the convertible bond issued by CDON Group in December 2010, as well as the Group´s revolving credit facility.
Group pre-tax profits amounted to SEK 13.3 (25.3) million in the third quarter and SEK 45.1 (82.4) million for the year to date.
The Group reported income tax expenses of SEK 1.8 (6.0) million in the third quarter and SEK 10.5 (18.2) million for the first nine months of the year. Group consolidated net income therefore totalled SEK 11.5 (19.3) million in the quarter and SEK 34.6 (64.2) million for the year to date.
The total number of shares amounted to 66,532,124 at the end of the third quarter and the total number of outstanding shares amounted to 66,342,124. The Group reported basic earnings per share of SEK 0.18 (4.05) for the quarter and SEK 0.53 (32.76) for the year to date, based on weighted average number of shares during the period. The Group reported diluted earnings per share of SEK 0.16 (4.05) for the quarter and SEK 0.48 (32.76) for the year to date, based on weighted average number of shares during the period.
Segmental Operating Review
Entertainment
| (Tkr) | 2011 Jul-Sep |
2010 Jul-Sep |
Change (%) |
2011 Jan-Sep |
2010 Jan-Sep |
Change (%) |
|---|---|---|---|---|---|---|
| Net sales | 429,844 | 328,270 | 30.9% | 1,156,847 | 930,183 | 24.4% |
| Operating profit | 23,734 | 20,951 | 13.3% | 51,795 | 56,312 | -8.0% |
| Operating margin (%) | 5.5% | 6.4% | 4.5% | 6.1% | ||
| No. of visits ('000) | 18,991 | 15,875 | 19.6% | 53,917 | 45,376 | 18.8% |
| No. of orders ('000) | 954 | 867 | 10.0% | 2,707 | 2,425 | 11.6% |
| Avr. shopping basket (SEK) | 429 | 364 | 17.9% | 404 | 363 | 11.3% |
The Entertainment segment comprises the online stores CDON.com, BookPlus.fi and Lekmer.com. The segment sales were up 31% year on year in the third quarter and up 24% for the year to date. The segment accounted for 52% (64%) of total Group sales in the third quarter and 55% (65%) for the first nine months period.
Media products grew in the third quarter despite the fact that the market for films, games and music declined. The ongoing shift from media products towards new growth areas such as consumer electronics and small appliances continues to accelerate and to drive the growth in this segment. In addition, toys developed strongly as a result of the continued broadening of the product range, and reported three-digit growth in the quarter. All product categories strengthened their positions and their market shares in both periods.
The first step in the development of CDON.com from a store to a shopping-mall was taken in the third quarter as Lekmer.com's assortment of toys was integrated and is now also available at CDON.com.
The segment's operating income and the average basket value increased during the quarter compared to last year as a result of increased sales volumes and the shift towards consumer electronics that have higher order values than media products. Consumer electronics is now the largest product group within Entertainment. The fast transition from media products is set to continue, leading to lower gross margins. The operating margin is impacted in the short term by market investments in Lekmer.com
| (Tkr) | 2011 Jul-Sep |
2010 Jul-Sep |
Change(%) | 2011 Jan-Sep |
2010 Jan-Sep |
Change (%) |
|---|---|---|---|---|---|---|
| Net sales | 159,613 | 112,488 | 41.9% | 455,506 | 298,494 | 52.6% |
| Operating profit | 2,457 | 1,458 | 68.5% | 6,382 | 14,221 | -55.1% |
| Operating margin (%) | 1.5% | 1.3% | 1.4% | 4.8% | ||
| No. of visits ('000) | 17,892 | 9,352 | 91.3% | 47,555 | 26,769 | 77.6% |
| No. of orders ('000) | 224 | 159 | 40.9% | 668 | 439 | 52.2% |
| Avr. shopping basket (SEK) | 686 | 693 | -1.0% | 662 | 690 | -4.1% |
Fashion
The Fashion segment comprises the online stores Nelly.com, Heppo.com and Members.com. The segment sales were up 42% year on year in the quarter and up 53% for the year to date. The segment also accounted for 19% (22%) of total Group sales in the third quarter and 22% (21%) for the nine months period.
Nelly.com was test-launched in the Netherlands and in Austria during the first quarter 2011. At the end of the third quarter, Nelly.com was launched across the entire EU, thereby increasing its reach to 20 new markets. Nelly.com is now available in English, German, Swedish, Danish, Norwegian, Finnish and Dutch language versions. A global launch is planned for during 2012.
Heppo.com expanded its assortment during the quarter and continues to develop at a fast pace.
Members.com was launched in the Nordic region in the third quarter and has come off to a good start. Members.com is a new and exclusive shopping club with daily unique offerings in fashion, beauty and lifestyle for selected members.
The segment's strong underlying development is stressed by the fact that the operating income and operating margin increased during the quarter, while absorbing the costs related to the launch of Members.com in the Nordics, the launch of Nelly.com in 20 new European countries, the continued expansion of Heppo.com in the Nordic region, and the continued expansion of Nelly.com in Germany, the Netherlands and Austria.
Sports & Health
| (Tkr) | 2011 Jul-Sep |
2010 Jul-Sep |
Change (%) |
2011 Jan-Sep |
2010 Jan-Sep |
Change (%) |
|---|---|---|---|---|---|---|
| Net sales | 93,412 | 72,983 | 28.0% | 280,073 | 212,424 | 31.8% |
| Operating profit | 9,046 | 8,844 | 2.3% | 29,489 | 26,953 | 9.4% |
| Operating margin (%) | 9.7% | 12.1% | 10.5% | 12.7% | ||
| No. of visits ('000) | 2,207 | 1,547 | 42.7% | 6,623 | 4,539 | 45.9% |
| No. of orders ('000) | 129 | 100 | 29.0% | 403 | 290 | 39.0% |
| Avr. shopping basket (SEK) | 723 | 731 | -1.1% | 693 | 727 | -4.7% |
The Sports & Health segment comprises the online stores Gymgrossisten.com, Fitnesstukku.fi and Bodystore.com. The segment's sales were up 28% year on year in the quarter and up 32% for the year to date. The segment accounted for 11% (14%) and 13% (15%) of total Group sales for the two respective periods.
Gymgrossisten.com continued to develop strongly and increased its market shares in all markets during the third quarter, partly as a result of marketing efforts to develop the company's position in Finland, Norway and Denmark.
The segment's operating profit was up 2% year on year in the third quarter, and up 9% for the year to date. The segment's operating margin was down year on year as a result of the previously mentioned investments in market activities.
Home & Garden
| (Tkr) | 2011 Jul-Sep |
2010 Jul-Sep |
Change (%) |
2011 Jan-Sep |
2010 Jan-Sep |
Change (%) |
|---|---|---|---|---|---|---|
| Net sales | 143,530 | - | - | 194,916 | - | - |
| Operating profit | 3,194 | - | - | 3,940 | - | - |
| Operating margin (%) | 2.2% | - | - | 2.0% | - | - |
| No. of visits ('000) | 2,199 | - | - | 2,898 | - | - |
| No. of orders ('000) | 51 | - | - | 65 | - | - |
| Avr. shopping basket (SEK) | 2,781 | - | - | 2,907 | - | - |
The Home & Garden segment comprises the recently acquired online-shop Tretti.com and Rum21.se, which was previously reported as part of the fashion segment. The segment's sales accounted for 17% (-) and 9% (-) of total Group sales for the quarter and year to date respectively.
Tretti.com developed well and has strengthened its market shares during the quarter. Marketing activities associated with Rum21's expansion to Norway, Denmark and Finland as well as investments in increased sales activities in Sweden has affected the operating profit for the segment during the quarter.
Financial position
Group total assets grew by 85% year on year to SEK 1,346.8 (729.9) million. At the end of the second quarter, the Groups total assets amounted to SEK 1,287.9 million. The increase reflected the ongoing rapid expansion of the Group. Inventory levels increased year on year to SEK 474.9 (219.2) million, compared to SEK 382.4 million at the end of the second quarter of 2011, which reflected the higher proportion of Group sales generated from the more inventory intensive Fashion and Sports & Health segments, the expansion of the Group's product categories and assortments, e.g. consumer electronics within the Entertainment segment as well as a general increase in inventory levels in anticipation of the Christmas season.
Cash flow from operating activities before changes in working capital increased to SEK 30.9 (26.3) million in the quarter but decreased to SEK 51.1 (81.9) million for the first nine months of the year, and included SEK 18.9 million of corporate tax payments incurred during 2010. The Group reported a SEK -59.4 (14.2) million change in working capital in the quarter and a SEK -161.1 (-97.5) million change for the nine months period. Capital employed decreased by SEK 6.0 million year on year, to SEK 766.9 million in the third quarter. Therefore the Group's rolling twelve month return on capital employed declined year on year to 15.8% (44.1%) in the third quarter, which mainly reflected the acquisition of Tretti AB.
Group cash flow to investing activity amounted to SEK -10.3 (-1.6) million in the quarter and SEK -336.3 (-8.6) million for the first nine months, which primarily reflected the SEK -5.3 million net cash flow impact from the acquisition of Rum21 AB in February and the SEK -317.5 million net cash flow impact from the acquisition of Tretti AB in June.
Group cash flow from financing activities amounted to SEK -35.5 (-32.6) million in the quarter and SEK 150.0 (42.5) million for the first nine months, which reflected the revolving credit facility and an amortization of the facility during the quarter.
The Group's total interest-bearing borrowings amounted to SEK 377.8 (84.9) million at the end of the period, compared to SEK 396.4 million at the end of the second quarter 2011. This increase mainly reflected the revolving credit facility and the convertible issued by Modern Times Group.
The Group's cash and cash equivalents decreased by SEK -73.8 (6.3) million to SEK 135.5 (21.3) million at the end of the quarter, compared to SEK 209.3 million at the end of the second quarter 2011. The Group therefore had a net debt position (defined as interest-bearing liabilities less cash and cash equivalents) of SEK 242.3 (net cash of 81.0) million at the end of the reporting period, compared to a net cash position of SEK 187.1 million at the end of the second quarter of 2011.
Parent company
The CDON Group parent company reported sales of SEK 8.6 (0.0) million in the quarter and SEK 28.2 (0.0) million for the first nine months, 100.0% and 99.9% of it to companies within the Group for the respective period. Administrative expenses amounted to SEK -13.2 (-0.5) million in the quarter and SEK -41.4 (-1.3) million for the year to date.
Other net financial items amounted to SEK -4.6 (-2.5) million in the quarter and SEK -11.1 (-7.6) million for the first nine months. Income before tax amounted to SEK -9.2 (-3.0) million in the quarter and SEK -24.3 (-8.9) million for the year to date.
The parent company reported cash and cash equivalents of SEK 82.2 (0.1) million, which reflected the Group's cash pool including the funds of SEK 250.0 million pertaining to the convertible bond.
The parent company has not made any investments in non-current assets during the quarter. During the first nine months the parent company investments of SEK 359.6 million in non-current assets, relating to the acquisition of Tretti AB and 90.1% of the shares of Rum21 AB.
Accounting policies
This report has been prepared in accordance with 'IAS 34 Interim Financial Reporting' and the 'Annual Accounts Act'. The interim report for the parent company has been prepared in accordance with the 'Annual Accounts Act'. The accounting policies in the Group's consolidated financial statements and the parent company's financial statements have been prepared according to the same accounting policies and calculation methods as the 2010 annual accounts.
Risks and uncertainties
Several factors could affect CDON Group's earnings and operations, most of which can be managed through internal procedures but some of which are controlled by external factors. Risks and uncertainties include IT and control systems, suppliers, seasonal variations and currencies, new market entries, changes in market conditions, and changes in e-commerce spending behaviour. The parent company is also subject to interest rate risks. The 2010 Annual Report contains a more comprehensive description of the risks and uncertainty factors affecting the Group in the Management Report and in Note 20.
Related party transaction
Related party transactions for the period are of the same character and amounts as the transactions described in the 2010 Annual Report.
Other information
Annual General Meeting of shareholders 2012
CDON Group's 2012 Annual General Meeting of shareholders will be held on 8 May 2011 in Stockholm. Shareholders wishing to have matters considered at the Annual General Meeting should submit their proposals in writing to [email protected] or to CDON Group AB, Box 385, SE- 201 23 Malmö, Sweden, at least seven weeks before the Annual General Meeting, in order that proposals may be included in the notices to the meeting. Further details on how and when to register will be published in advance of the meeting.
Nomination Committee for the 2012 Annual General Meeting of shareholders
A Nomination Committee of major shareholders in CDON Group has been formed in accordance with the resolution of the 2011 Annual General Meeting, The Nomination Committee is comprised of Cristina Stenbeck on behalf of Investment AB Kinnevik; Ryan Schaper on behalf of Point Lobos Capital, LLC; Jeffrey Pierce on behalf of Luxor Capital Group LP; and Björn Lind on behalf of AMF and AMF Funds.
Fourth Quarter and Full Year 2011 Financial Results
CDON Group's results for the fourth quarter and full year ended 31 December 2011 will be published on 1 February 2012.
17 October 2011
Mikael Olander, President & CEO
CDON Group AB Bergsgatan 20 Box 385 SE-201 23 Malmö Corporate ID number: 556035-6940
The company will host a conference call today at 15.00 Stockholm time, 14.00 London time and 09.00 New York time.
To participate in the conference call, please dial: Sweden: +46 (0)8 5593 6764 International: +44 (0)20 3106 4822 US: +1 646 254 3361 The access pin code for the conference call is 9438653. To listen to the conference call online, please go to www.cdongroup.com.
***
For additional information, please visit www.cdongroup.com or contact:
Mikael Olander, President & Chief Executive Officer Phone: +46 (0) 10 703 20 00
Investor and analysts enquiries:
Martin Edblad, Chief Financial Officer Phone: +46 (0) 700 80 75 03 E-mail: [email protected]
Media enquiries: Fredrik Bengtsson, Head of Communications Phone: +46 (0) 700 80 75 04 E-mail: [email protected]
About CDON Group
CDON Group is the leading e-commerce group in the Nordic region. Established in 1999, the Group has continuously expanded its product portfolio and is now a leading e-commerce player in the Entertainment (CDON.COM, BookPlus.fi, Lekmer.com), Fashion (Nelly.com, Heppo.com Members.com), Sport & Health (Gymgrossisten.com, Bodystore.com) and Home & Garden (Tretti.com and Rum21.se) segments. CDON Group's nine online stores attracted approximately 115 million site visits and two million unique customers in 2010.
The information in this announcement is that which CDON Group AB is required to disclose under the Securities Markets Act. This information was released for publication at 13:00 CET 17 October 2011.
Auditors' Review Report concerning this interim report
Introduction
We have reviewed the interim report for CDON Group AB as of September 30, 2011 and the nine month period ending on this date. The Board of Directors and the President and CEO are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
The focus and scope of the review
We conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410, Review of the Interim Financial Information Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, performing an analytical examination and applying other review procedures. A review has a different focus and is substantially less in scope than an audit conducted according to ISA and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Accordingly, the conclusion expressed based on a review does not constitute the same level of assurance as a conclusion based on an audit.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim report, in all material respects, is not prepared for the Group in accordance with IAS 34 and the Swedish Annual Accounts Act and for the Parent Company in accordance with the Swedish Annual Accounts Act.
Stockholm, 17 October 2011
KPMG AB
George Pettersson Authorized Public Accountant
| CONDENSED CONSOLIDATED | 2011 | 2010 | 2011 | 2010 | 2010 |
|---|---|---|---|---|---|
| INCOME STATEMENT (SEK thousand) | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Jan-Dec |
| Net sales | 826,399 | 513,741 | 2,087,331 | 1,441,101 | 2,210,034 |
| Cost of goods and services | -689,891 | -420,711 | -1,714,511 | -1,159,915 | -1,789,814 |
| Non-recurring items* | -15,000 | -15,000 | |||
| Gross profit | 121,508 | 93,030 | 357,820 | 281,186 | 420,220 |
| Sales and administration expenses | -105,106 | -63,028 | -303,384 | -183,633 | -287,382 |
| Other operating income and expenses, net | 2,276 | 778 | 3,485 | -1,008 | 1,790 |
| Operating profit | 18,678 | 30,780 | 57,921 | 96,545 | 134,628 |
| Net interest & other financial items | -5,377 | -5,517 | -12,777 | -14,152 | -18,799 |
| Profit before tax | 13,301 | 25,263 | 45,144 | 82,393 | 115,829 |
| Tax | -1,764 | -6,012 | -10,537 | -18,161 | -25,595 |
| Net income for the period | 11,537 | 19,251 | 34,607 | 64,232 | 90,234 |
| Attributable to: | |||||
| Equity holders of the parent | 11,800 | 19,339 | 35,115 | 63,570 | 90,835 |
| Non-controlling interests | -263 | -88 | -508 | 662 | -601 |
| Net income for the period | 11,537 | 19,251 | 34,607 | 64,232 | 90,234 |
| Basic earnings per share (SEK)** | |||||
| Diluted earnings per share (SEK)** | 0.18 | 4.05 | 0.53 | 32.76 | 5.00 |
| 0.16 | 4.05 | 0.48 | 32.76 | 4.90 |
* For an explanation of the non-recurring items please see heading "Recognition of one-off costs" under the section "Significant events during and after the end of the third quarter".
** Earnings per share for the period Jun-Sep and Jan-Sept 2011 has been calculated on the average number of outstanding shares for the period, amounting to 66,342,124.Earnings per share for Jul-Sept 2010 and Jan-Sept 2010 are based on the average number of outstanding issued shares for these periods which are 4,774,682 and 1,940,552 respectively. The earnings per share for the period Jan-Dec 2010 have been recalculated to reflect a 250:1 share split and two share issues, by which the amount of issued shares increased in September from 500,000 to 66,045,122, and in October to 66,342,124.
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||||
|---|---|---|---|---|---|
| CONDENSED (SEK thousand) | |||||
| Profit for period | |||||
| 11,537 | 19,251 | 34,607 | 64,232 | 90,234 | |
| Other comprehensive income | |||||
| Translation difference for the period | 766 | -911 | 1,004 | -2,292 | -3,250 |
| Other comprehensive income for the period | 766 | -911 | 1,004 | -2,292 | -3,250 |
| Total comprehensive income for period | 12,303 | 18,340 | 35,611 | 61,940 | 86,984 |
| Total comprehensive income attributable to: | |||||
| Parent company shareholders | 12,566 | 18,428 | 36,119 | 61,278 | 87,585 |
| Non-controlling interests | -263 | -88 | -508 | 662 | -601 |
| Total comprehensive income for the period | 12,303 | 18,340 | 35,611 | 61,940 | 86,984 |
| Shares outstanding at period's end* | 66,342,124 | 66,045,122 | 66,342,124 | 66,045,122 | 66,342,124 |
| Shares outstanding at period's end, incl convertible* | 72,921,071 | 66,045,122 | 72,921,071 | 66,045,122 | 72,921,071 |
| Average number of shares, basic* | 66,342,124 | 4,774,682 | 66,342,124 | 1,940,552 | 18,153,748 |
| Average number of shares, diluted* | 72,921,071 | 4,774,682 | 72,921,071 | 1,940,552 | 18,694,484 |
* Outstanding shares at the end of the reporting period and weighted average number of shares before and after dilution for the period Jan-Dec 2010 have been recalculated with regards to the share split 250:1 and two share issues, where the number of shares increased from 500,000 to 66,045,122 in September, and to 66.342.124 in October.
| CONSOLIDATED STATEMENT OF FINANCIAL | 2011 | 2010 | 2010 |
|---|---|---|---|
| POSITION CONDENSED (SEK thousand) | 30-Sep | 30-Sep | 31-Dec |
| Non-current assets | |||
| Goodwill | 447,579 | 192,568 | 188,966 |
| Other intangible assets | 134,837 | 66,425 | 65,878 |
| Total intangible assets | 582,416 | 258,993 | 254,844 |
| Financial non-current assets | 1,817 | 0 | 0 |
| Tangible non-current assets | 8,715 | 3,404 | 3,660 |
| Total non-current assets | 592,948 | 262,397 | 258,504 |
| Current assets | |||
| Inventories | 219,188 | 251,284 | |
| 474,946 | |||
| Current interest-bearing receivables | 0 | 144,534 | 0 |
| Current non-interest-bearing receivables | 143,378 | 82,411 | 73,066 |
| Total receivables | 143,378 | 226,945 | 73,066 |
| Cash and cash equivalents | 135,513 | 21,333 | 431,343 |
| Total current assets | 753,837 | 467,466 | 755,693 |
| Total assets | 729,863 | 1,014,197 | |
| 1,346,785 | |||
| Equity | |||
| Equity attributable to owners of the parent | 382,030 | 308,373 | 345,665 |
| Non-controlling interest | 7,030 | 2,035 | 879 |
| Total equity | 389,060 | 310,408 | 346,544 |
| Non-current liabilities | |||
| Non interest bearing | |||
| Deferred tax liability | 40,730 | 15,870 | 26,748 |
| Other provisions | 4,814 | 4,515 | 2,397 |
| Interest bearing Long term loans |
0 | 0 | |
| Convertible bond | 150,000 | 0 | 207,204 |
| Total non-current liabilities | 212,795 | 20,385 | 236,349 |
| 408,339 | |||
| Current liabilities | |||
| Current interest-bearing liabilities | 15,000 | 84,907 | 0 |
| Current non-interest-bearing liabilities | 534,386 | 314,163 | 431,304 |
| Total current liabilities | 549,386 | 399,070 | 431,304 |
| Total equity and liabilities | 729,863 | 1,014,197 | |
| 1,346,785 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 2011 | 2010 | 2011 | 2010 | 2010 |
|---|---|---|---|---|---|
| CONDENSED (SEK thousand) | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Jan-Dec |
| Cash flow from operating activities | 30,945 | 26,335 | 51,126 | 81,903 | 126,162 |
| Changes in working capital | -59,377 | 14,151 | -161,111 | -97,536 | -32,876 |
| Cash flow from operations | -28,432 | 40,486 | -109,985 | -15,633 | 93,286 |
| Investments in subsidiaries* | 0 | 0 | -322,757 | -5,055 | -4,459 |
| Investments in other non-current assets | -10,298 | -1,640 | -13,508 | -3,466 | -5,373 |
| Other cash flow from investing activities | 0 | 10 | 0 | -45 | 0 |
| Cash flow to/from investing activities | -10,298 | -1,630 | -336,265 | -8,566 | -9,832 |
| Other cash flow from/to financing activities | -35,474 | -32,560 | 150,000 | 42,487 | 353,808 |
| Cash flow to/from financing activities | -35,474 | -32,560 | 150,000 | 42,487 | 353,808 |
| Change and cash equivalents for the period | -74,204 | 6,296 | -296,250 | 18,288 | 437,262 |
| Cash and cash equivalents at period's start | 209,310 | 15,037 | 431,343 | 3,045 | 3,045 |
| Translation difference, cash and cash equivalents | 407 | 0 | 420 | 0 | -8,964 |
| Cash and cash equivalents at period's end | 135,513 | 21,333 | 135,513 | 21,333 | 431,343 |
* Investments in subsidiaries Jan-Sep 2011 comprises SEK 5,303 thousand acquisition of Rum21 AB and SEK 317,454 thousand acquisition of Tretti AB, see Note 1 and 2.
| STATEMENT OF CHANGES IN EQUITY | 2011 | 2010 | 2010 |
|---|---|---|---|
| CONDENSED (SEK thousand) | 30-Sep | 30-Sep | Jan-Dec |
| Opening balance | 346,544 | 8,211 | 8,211 |
| Profit for the period | 34,607 | 64,232 | 90,234 |
| Other comprehensive income | 1,004 | -2,292 | -3,250 |
| Effects of employee option program | 283 | 430 | - |
| New share issue | 380 | 239,000 | 239,594 |
| Repurchased own shares | -380 | - | - |
| Acquisition of non-controlling interests with a change in control | 6,623 | - | 827 |
| Acquisition of shares from non-controlling interests without a change in control | - | 827 | -21,033 |
| Equity-part of convertible bonds | - | - | 31,960 |
| Closing balance | 389,060 | 310,408 | 346,544 |
SEGMENT REPORTING
| NET SALES | 2010 | 2010 | 2010 | 2010 | 2010 | 2011 | 2011 | 2011 | 2011 |
|---|---|---|---|---|---|---|---|---|---|
| (SEK thousand) | Jan-Mar | Apr-Jun | Jul-Sep | Oct-Dec | Full year | Jan-Mar | Apr-Jun | Jul-Sep | Jan-Sep |
| Entertainment | 328,941 | 272,972 | 328,270 | 561,971 | 1,492,154 | 361,215 | 365,788 | 429,844 | 1,156,847 |
| Fashion | 69,035 | 116,971 | 112,488 | 134,673 | 433,167 | 113,959 | 184,374 | 159,613 | 455,506 |
| Sport & Health | 71,757 | 67,684 | 72,983 | 72,234 | 284,658 | 96,660 | 90,001 | 93,412 | 280,073 |
| Home & Garden | - | - | - | - | - | - | 48,946 | 143,530 | 194,916 |
| Total operational business areas | 469,733 | 457,627 | 513,741 | 768,878 | 2,209,979 | 571,834 | 689,109 | 826,399 | 2,087,342 |
| Group central operations | - | - | - | 55 | 55 | 7,961 | 11,624 | 8,638 | 28,223 |
| Eliminations | 0 | 0 | 0 | 0 | 0 | -7,974 | -11,622 | -8,638 | -28,234 |
| CONSOLIDATED TOTAL | 469,733 | 457,627 | 513,741 | 768,933 | 2,210,034 | 571,821 | 689,111 | 826,399 | 2,087,331 |
| Intersegment sales Entertainment |
- | - | - | - | - | ||||
| 27 | - | - | 27 | ||||||
| Fashion | - | - | - | - | - | - | - | - | - |
| Sport & Health | - | - | - | - | - | - | - | - | - |
| Home & Garden | - | - | - | - | - | - | - | - | - |
| Group central operations | - | - | - | - | - | 7,947 | 11,622 | 8,638 | 28,207 |
| Total | 0 | 0 | 0 | 0 | 0 | 7,974 | 11,622 | 8,638 | 28,234 |
| OPERATING PROFIT | 2010 | 2010 | 2010 | 2010 | 2010 | 2011 | 2011 | 2011 | 2011 |
| (SEK thousand) | Jan-Mar | Apr-Jun | Jul-Sep | Oct-Dec | Full year | Jan-Mar | Apr-Jun | Jul-Sept | Jan-Jun |
| Entertainment | 24,186 | 11,175 | 20,951 | 43,422 | 99,734 | 18,191 | 9,861 | 23,743 | 51,795 |
| Fashion | 3,857 | 8,906 | 1,458 | 1,857 | 16,078 | -4,259 | 8,292 | 2,457 | 6,382 |
| Sport & Health | 10,126 | 7,983 | 8,844 | 8,405 | 35,358 | 10,823 | 9,620 | 9,046 | 29,489 |
| Home & Garden | - | - | - | - | - | - | 638 | 3,194 | 3,940 |
| Total operational business areas | 38,169 | 28,064 | 31,253 | 53,684 | 151,170 | 24,755 | 28,411 | 38,440 | 91,606 |
| Group central operations | -258 | -210 | -473 | -15,601 | -16,542 | -4,617 | -9,306 | -19,762 | -33,685 |
| CONSOLIDATED TOTAL | 37,911 | 27,854 | 30,780 | 38,083 | 134,628 | 20,138 | 19,105 | 18,678 | 57,921 |
| PARENT COMPANY INCOME STATEMENT | 2011 | 2010 | 2011 | 2010 | 2010 |
|---|---|---|---|---|---|
| CONDENSED (SEK thousand) | Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Jan-Dec |
| Net Sales | 8,638 | 0 | 28,223 | 0 | 55 |
| Gross profit | 8,638 | 0 | 28,223 | 0 | 55 |
| Administration expenses Operating profit |
-13,190 -4,552 |
-474 -474 |
-41,419 -13,196 |
-1,335 -1,335 |
-17,814 -17,759 |
| Net interest & other financial items | -4,621 | -2,477 | -11,090 | -7,560 | -8,321 |
| Profit before tax | -9,173 | -2,951 | -24,286 | -8,895 | -26,080 |
| Tax | 2,456 | 651 | 6,226 | 1,988 | 6,682 |
| Net income for the period | -6,717 | -2,300 | -18,060 | -6,907 | -19,399 |
| PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME | |||||
| CONDENSED (SEK thousand) Profit for period |
-6,717 | -2,300 | -18,060 | -6,907 | -19,399 |
| Other comprehensive income | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive income for period | -6,717 | -2,300 | -18,060 | -6,907 | -19,399 |
| PARENT COMPANY STATEMENT OF FINANCIAL POSITION | 2011 | 2010 | 2010 | ||
| CONDENSED (SEK thousand) | 30-Sep | 30-Sep | 30-Dec | ||
| Non-current assets | |||||
| Shares and participating interests Equipment |
640,486 | 248,060 0 |
280,282 0 |
||
| Total non-current assets | 30 | 248,060 | 280,282 | ||
| 640,516 | |||||
| Current assets | |||||
| Current interest-bearing receivables | 81,896 | 0 | 27,399 | ||
| Current non-interest-bearing receivables | 6,759 | 2,683 | 139,815 | ||
| Cash and cash equivalents | 82,235 | 120 | 407,444 | ||
| Total current assets | 170,890 | 2,803 | 574,658 | ||
| Total assets | 811,406 | 250,863 | 854,940 | ||
| Equity | |||||
| Restricted equity | 133,864 | 132,890 | 133,484 | ||
| Unrestricted equity | 198,126 | 113,445 | 216,283 | ||
| Total equity | 331,990 | 246,335 | 349,767 | ||
| Non-current liabilities | |||||
| Convertible bonds | 0 | 207,204 | |||
| Interest-bearing liabilities | 212,795 | 0 | 0 | ||
| Interest-bearing liabilities, MTG cash pool accounts | 150,000 | 0 | 0 | ||
| Deferred tax liability | 0 9,785 |
0 | 11,255 | ||
| Provisions | 4,766 | 0 | 2,660 | ||
| Total non-current liabilities | 377,346 | 0 | 221,119 | ||
| Current liabilities | |||||
| Other interest-bearing liabilities | 87,274 | 1,957 | 241,311 | ||
| Non-interest-bearing liabilities | 14,796 | 2,571 | 42,743 | ||
| Total current liabilities | 102,070 | 4,528 | 284,054 | ||
| Total equity and liabilities | 811,406 | 250,863 | 854,940 |
KEY RATIOS
| 2010 | 2010 | 2010 | 2010 | 2010 | 2011 | 2011 | 2011 | 2011 | |
|---|---|---|---|---|---|---|---|---|---|
| KEY RATIOS | Jan-Mar | Apr-Jun | Jul-Sep | Oct-Dec | Full year | Jan-Mar | Apr-Jun | Jul-Sep | Jan-Sep |
| GROUP | |||||||||
| Sales growth (%) | 21.3 | 32.3 | 29.1 | 25.0 | 26.6 | 21.7 | 50.6 | 60.9 | 44.8 |
| Change in operating expenses (%) | 17.8 | 32.7 | 31.9 | 29.5 | 28.0 | 27.8 | 65.3 | 66.8 | 65.2 |
| Operating margin (%) | 8.1 | 6.1 | 6.0 | 5.0 | 6.1 | 3.5 | 2.8 | 2.3 | 2.8 |
| Gross profit margin (%) | 19.9 | 20.7 | 18.1 | 18.1 | 19.0 | 19.2 | 18.3 | 14.7 | 17.1 |
| Return on capital employed (%) | 41.3 | 44.9 | 44.1 | 36.1 | 36.1 | 27.0 | 20.6 | 15.8 | 15.8 |
| Return on equity (%) | 62.7 | 81.0 | 62.0 | 60.6 | 60.6 | 35.4 | 24.1 | 17.5 | 17.5 |
| Equity/assets ratio (%) | 5.6 | 8.6 | 42.5 | 34.2 | 34.2 | 38.4 | 29.2 | 28.9 | 28.9 |
| Net debt (SEK million) | 186.9 | 189.7 | -81.0 | -224.1 | -224.1 | -52.2 | 187.1 | 227.3 | 227.3 |
| Cash flows from operations (SEK million) | -65.3 | 9.2 | 40.5 | 108.9 | 93.3 | -161.9 | 80.4 | -28.4 | -110.0 |
| Earnings per share (SEK)* | 49.46 | 39.00 | 4.05 | 0.41 | 5.00 | 0.19 | 0.16 | 0.18 | 0.53 |
| Equity per share (SEK)* | 65.61 | 103.53 | 4.70 | 5.22 | 5.22 | 5.43 | 5.68 | 5.86 | 5.86 |
| Earnings per share (SEK)** | 0.37 | 0.29 | 0.30 | 0.41 | 1.37 | ||||
| Equity per share (SEK)** | 0.44 | 0.77 | 4.65 | 5.22 | 5.22 | 0.19 5.43 |
0.16 5.68 |
0.18 5.86 |
0.53 5.86 |
| No. of visits (thousand) | 26,102 | 23,807 | 26,774 | 37,419 | 114,102 | 34,092 | 35,611 | 41,289 | 110,993 |
| No. of orders (thousand) | 1,065 419 |
963 465 |
1,126 443 |
1,557 453 |
4,711 442 |
1,250 | 1,235 | 1,358 | 3,843 |
| Average shopping basket (SEK) | 438 | 536 | 588 | 523 | |||||
| Entertainment | |||||||||
| No. of visits (thousand) | 16,490 | 13,011 | 15,875 | 23,189 | 68,564 | 18,864 | 16,061 | 18,991 | 53,917 |
| No. of orders (thousand) | 861 357 |
697 368 |
867 364 |
1,260 400 |
3,685 375 |
935 | 818 | 954 | 2,707 |
| Average shopping basket (SEK) | 363 | 424 | 429 | 404 | |||||
| Fashion | |||||||||
| No. of visits (thousand) | 7,997 | 9,420 | 9,352 | 12,543 | 39,312 | 12,848 | 16,814 | 17,892 | 47,555 |
| No. of orders (thousand) | 107 | 173 | 159 | 196 | 635 | 173 | 271 | 224 | 668 |
| Average shopping basket (SEK) | 639 | 659 | 693 | 661 | 655 | 643 | 657 | 686 | 668 |
| Sport & Health | |||||||||
| No. of visits (thousand) | 1,616 | 1,376 | 1,547 | 1,687 | 6,226 | 2,380 | 2,036 | 2,207 | 6,623 |
| No. of orders (thousand) | 97 | 93 | 100 | 101 | 391 | 142 | 132 | 129 | 403 |
| Average shopping basket (SEK) | 722 | 727 | 731 | 709 | 727 | 681 | 679 | 723 | 693 |
| Home & Garden | |||||||||
| No. of visits (thousand) | - | - | - | - | - | - | 699 | 2,199 | 2,898 |
| No. of orders (thousand) | - | - | - | - | - | - | 14 | 51 | 65 |
| Average shopping basket (SEK) | - | - | - | - | - | - | 3,377 | 2,781 | 2,907 |
* Earnings per share for the period Jan-Sept 2011 has been calculated on the average number of outstanding shares for the period, amounting to 66,342,124. Earnings per share for the first three quarters 2010 have been recalculated with regards to a split of 250:1 in september 2010. The number of shares for these periods is 500,000. Earnings per share for the full year 2010 and Oct-Dec 2010 have, in addition to the recalculation following the 250:1 split, been recalculated with regards to share issues, where the number of shares has increased from 500,000 to 66,342,124. The weighted average number of shares for the full year 2010 is 18,153,748 and 66,264,645 for the period Oct-Dec 2010.
** Calculated on present number outstanding of shares, as per September 2011, amounting to 66,342,124.
Definitions Equity/assets ratio Net debt (+) / Net cash (-) No. of visits Return on equity Return on capital employed Earnings per share Equity per share Net income for the last four quarters as a percentage of average equity for the last four quarters. Operating income for the last four quarters as a percentage of average of total non-current assets, cash and cash equivalents, and net working capital reduced for provisions, for the last four quarters Equity attributable to the parent company's shareholders divided by average number of shares. Earnings for the year attributable to the parent company's shareholders divided by average number of shares. Gross number of visits. Equity plus non-controlling interests as a percentage of total assets. Interest-bearing liabilities less interest-bearing current and non-current assets and cash and cash equivalents.
Note 1
| Preliminary purchase price allocation for Rum21 AB | Recognised values |
|---|---|
| Net identifiable assets and liabilities | 7,195 |
| Non-controlling interest | -1,535 |
| Goodwill on acquisition | 8,314 |
| Consideration transferred | 13,974 |
| Deferred payment Contingent consideration Cash in acquired company |
-5,000 -2,311 -1,360 |
| Net cash flow | 5,303 |
Note 2
| Preliminary purchase price allocation for Tretti AB | Recognised values |
|---|---|
| Net identifiable assets and liabilities | 96,163 |
| Non-controlling interest | -5,084 |
| Goodwill on acquisition | 249,620 |
| Consideration transferred | 340,699 |
| Cash in acquired company | -23,245 |
| Net cash flow | 317,454 |