Annual Report 2010 - CDON Group

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84 CDON Group AB Annual report 2010 Note 24 Fees and remuneration to auditors Group (SEK thousands) 2010 2009 KPMG Auditing assignments 1,383 784 Tax consultancy 81 - Other services 625 - Total 2,089 784 Parent company (SEK thousands) KPMG 2010 2009 Auditing assignments 605 25 Other services 612 - Total 1,217 25 Auditing assignments refer to compulsory audits of the annual accounts and accounting records, the administration of the board of directors and CEO, as well as other audits and reviews conducted in accordance with agreements or contracts. This includes other duties that are incumbent on the company’s auditor as well as the provision of advice or other assistance resulting from observations in connection with such auditing or the performance of such other duties. Note 25 Additional information regarding the statement of cash flow Group Items in profit/loss for the year that do not generate cash flow from operations. (SEK thousands) 2010 2009 Gain from sale of non-current assets -15 -2,148 Depreciation, amortisation, impairment, and disposals of non-current assets 6,900 6,142 Changes in provisions for contingent consideration agreements -586 - Warrants -1,217 706 Interest expenses and income 569 5,477 Unrealised translation differences 6,712 4,195 Total 12,363 14,372 Other additional information Interest received during the fiscal year 969 1,432 Interest paid during the fiscal year -11,154 -8,388 Total -10,185 -6,956 Parent company Other additional information (SEK thousands) 2010 2009 Interest received during the fiscal year 455 974 Interest paid during the fiscal year -7,581 -5,156 Total -7,126 -4,182 Note 26 Related-party transactions Group Related parties Investment AB Kinnevik (Kinnevik) Kinnevik holds shares in CDON Group AB. Related parties to Kinnevik: Tele2 AB (Tele2) Kinnevik owns a significant number of shares in Tele2. Metro International S.A. (Metro) Kinnevik owns a significant number of shares in Metro. Transcom WorldWide S.A. (Transcom) Kinnevik owns a significant number of shares in Transcom. Modern Times Group MTG AB (MTG) Kinnevik owns a significant number of shares in Transcom.
CDON Group AB Annual report 2010 CDON Group AB Annual report 2010 All transactions between related parties are based on market-based conditions and negotiations have been completed on arms’-length basis. Transactions with related parties The Group purchases marketing services from Kinnevik. In 2010, total purchases amounted to SEK 1.1 million (0). Transactions with related parties to Kinnevik The Group purchases credit management services from Transcom. The Group purchases telecom and data communication services from Tele2 and operations and maintenance through its subsidiary Datametrix. The Group purchases advertising from Metro. The Group purchases advertising and management services from MTG companies. The Group sells management services and goods to MTG companies. There have been no transactions with senior executives in addition to those reported in Note 23. Parent company The parent company has related party relationships with its subsidiaries (see Note 11). Sale of Purchase of Receivables Liabilities to goods/service goods/services Other (e.g. from related related parties s to related from related interest, parties at 31 at 31 Summary of transactions with related parties Year parties parties dividend) December December Subsidiaries 2010 - - 110,385 165,766 241,311 Subsidiaries 2009 - - 130,655 130,660 60,505 Note 27 Convertible bonds Following a resolution passed at an Extraordinary General Meeting of CDON Group shareholders in Stockholm on 25 November 2010, the Group issued a five year SEK 250 million convertible bond on 2 December 2010. MTG subscribed for 100% of the bond, which bears an annual coupon rate of 2.85%. Group and parent company (SEK thousands) 2010 2009 Nominal value after convertible bond issue, 2 December 2010 250,000 - Original amount classified as equity -31,960 - Deferred tax liability attributable to convertible bond -11,405 - Capitalised interest 569 - Recognised liabilities, 31 December 2010 207,204 - Net financial items Capitalised interest -569 - Coupon rate -554 - Effect of the convertible bond on net financial items in the consolidated and parent company income statements -1,123 - The conversion price for the Group’s SEK 250.0 million five-year convertible bond was set as of 19 January 2011 at SEK 38.00, which corresponds to 125% of the volume-weighted share price for CDON Group shares during the first 20 days of trading, that is to say, the period from 15 December 2010 to 14 January 2011. MTG may therefore convert the bond into a maximum of 6,578,947 CDON Group shares between 15 June 2012 and the end of 1 December 2015, which would represent a 9.0% dilution effect based on the number of shares outstanding as at 31 December 2010. Note 28 Reclassification in income statements Condensed consolidated income statement (SEK thousands) Before reclassifications Jan-dec 2009 Reclassifications After reclassifications Revenue 1,746,162 1,746,162 Cost of goods sold -1,476,858 79,167 -1,397,691 Gross profit/loss 269,304 79,167 348,471 Sales & administrative expenses -144,971 -79,095 -224,066 Other operating income and expenses, net 806 -72 734 Operating profit/loss 125,139 - 125,139 Reclassifications have been made for marketing costs and some internal warehousing costs. As such, cost of goods sold includes costs for products, distribution, warehousing, shipping, and payment transactions, as well as realised and anticipated bad debt losses. The changes 85
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