annual report 2001
Transcription
annual report 2001
Eniro omsl engelsk 02-04-11 09.52 Sida 1 A N N UA L R E P O R T 2 0 0 1 Eniro AB, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 70 00, Fax: +46 8 585 090 15 E-mail: [email protected], Website: www.eniro.com Eniro omsl engelsk 02-04-11 09.52 Sida 2 Eniro in brief Addresses Eniro is one of Europe’s leading players in directional media – both offline in the form of printed directories and CD-ROM and online via the fixed Internet, voice (directory assistance) and digital TV. Eniro is represented in 19 countries, publishes more than 850 titles, both offline and online, and operates the leading Internet directory services in the Nordic countries. BUSINESS CONCEPT Eniro’s business concept is to facilitate trade by providing directional information that connects buyers and sellers. Services target both the business-to-business (B2B) segment and users and individuals, business-to-individual (B2I). VISION Eniro’s vision is to be the leading directional information company in Europe by being the information supplier that businesses and individuals trust and turn to first when they wish to buy or sell products and services. OBJECTIVES Eniro’s overall goal is to achieve market leadership in Europe by maintaining and developing strong positions in the markets in which the company is active. Eniro has an independent role in the marketplace and in the relationships it creates between buyers and sellers. As an innovator in the industry, Eniro meets the changing needs of users and advertisers by creating new channels and services that facilitate trade. Eniro’s ambition is to increase the volume of trade conducted in its marketplaces and to realize a greater proportion of the value thus created. SWEDEN Eniro AB, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 70 00, fax: +46 8 585 090 15 E-mail: [email protected], Website: www.eniro.com Eniro Sverige AB Gula Sidorna, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 704 35 00, fax: +46 8 585 090 37 E-mail: [email protected], Website: www.eniro.com Eniro Sverige AB Emfas.com, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 71 00, fax: +46 20 77 00 12 E-mail: [email protected], Website: www.emfas.com Din Del AB Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 64 00, fax: +46 8 636 64 60 E-mail: [email protected], Website: www.dindel.se CONTENTS DENMARK Eniro Danmark A/S, P.O. Boks 1921, DK–2300 Copenhagen S Visiting address: Amager Boulevard 115 Tel: +45 88 38 38 00, fax: +45 88 38 38 10 E-mail: [email protected], Website: www.eniro.dk PRESIDENT’S COMMENTS 4–5 EASTERN EUROPE REGION 25 THE ENIRO SHARE 6–7 BOARD OF DIRECTORS’ REPORT 26 FIVE–YEAR SUMMARY OF KEY DATA 8 CONSOLIDATED INCOME STATEMENT 29 HISTORY 9 CONSOLIDATED BALANCE SHEET 30 31 DIRECTIONAL MEDIA 10 CONSOLIDATED CASH-FLOW STATEMENT PRODUCTS AND SERVICES 11 PARENT COMPANY INCOME STATEMENT 32 GROWTH FACTORS AND OBJECTIVES 12 PARENT COMPANY BALANCE SHEET 33 PRIORITIES FOR 2002 13 PARENT COMPANY CASH–FLOW STATEMENT 34 ORGANIZATION AND PERSONNEL 14 ACCOUNTING AND VALUATION PRINCIPLES 35–36 STRUCTURAL CAPITAL 15 NOTES 37–42 BRANDS 16 AUDIT REPORT 43 ENVIRONMENT 17 BOARD OF DIRECTORS 44 18–19 EXECUTIVE MANAGEMENT 45 NORDIC REGION 20–21 ANNUAL GENERAL MEETING AND REPORTING DATES 46 CENTRAL EUROPE REGION 22–24 ADDRESSES 47 SWEDEN REGION FINLAND Oy Eniro Finland DS, Säterinkatu 6, FI–02600 Eesbo Tel: +358 2 01 110 510, fax: +358 2 01 110 511 E-mail: [email protected], Website: www.eniro.fi ESTONIA Eniro Eesti AS, Madara 29, EE–190 03 Tallinn Tel: +372 630 02 00, fax: +372 630 02 01 E-mail: [email protected], Website: www.eniro.ee AS Teabeliin, Madara 29, EE–190 92 Tallinn Tel: +372 630 03 00, fax: +372 630 03 01 E-mail: [email protected], Website: www.1188.ee LATVIA Eniro Latvija SIA, Maskavas 240, LV–1063 Riga Tel: +371 702 08 00, fax: +371 102 08 21 E-mail: [email protected], Website: www.eniro.lv 47 LITHUANIA Eniro Lietuva UAB, Zirmunu str. 68a, LT–2012 Vilnius Tel: +370 2 361 000, fax: +370 2 361 001 E-mail: [email protected], Website: www.eniro.lt Eniro InfoMedija UAB, Zirmunu str. 68a, LT–2012 Vilnius Tel: +370 278 00 00, fax: +370 273 09 53 E-mail: [email protected], Website: www.eniroinfomedia.lt RUSSIA OOO Eniro Rus-M, Tverskaya ul. 16/2 bld.1, RU–103009 Moscow Tel: +7 095 799 55 55/44, fax: +7 095 799 55 09 E-mail: [email protected], Website: www.yellowpages.ru OOO Eniro Rus-S, Shpalernaya ul.36, RU–191123 S:t Petersburg Tel: +7 812 279 82 10, fax: +7 812 279 82 40 E-post: [email protected], Website: www.eniro.ru BELARUS JV Eniro Belfakta, Mendeleeva 13, BY–220 037 Minsk Tel: +375 17 235 35 15, fax: +375 17 235 23 43 E-mail: [email protected], Website: www.eniro.by UKRAINE Eniro Ukraina, Lesi Ukrainki blvd. 34, UA–01133 Kiev Tel: +380 44 295 33 64, fax: +380 44 573 97 57 E-mail: [email protected], Website: www.eniro.com.ua GERMANY Wer Lifert Was? GmbH, P.O.Box 100549, DE–20537 Hamburg Visiting address: Normannenweg 16–20 Tel: +49 40 25 440 0, fax: +49 40 25 440 100 E-mail: [email protected], Website: www.wlw.de Windhager Mediengruppe GmbH, Holderäckerstr. 4, DE–70499 Stuttgart Tel: +49 711 8 369 0, fax: +49 711 8 369 105 E-mail: [email protected], Website: www.windhager.de POLEN Panorama Polska Sp.z.o.o ul. Domaniewska 41, PL–02-672 Warszaw Tel: +48 22 542 2000, fax: +48 22 542 2001 Website: www.pf.pl Eniro framvagn eng. original 02-04-11 09.52 Sida 3 The year in brief GROWTH AND MARGIN IMPROVEMENT • Revenues increased 50 percent to SEK 4,519 M (3,004). • Online revenues increased 109 percent and now account for 20 percent of total revenues. • Operating profit before depreciation (EBITDA) increased 29 percent to SEK 1,150 M (891). • The EBITDA margin improved in Sweden from 40 percent to 44 percent. HIGH LIQUIDITY IN SHARE In January 2001, Eniro AB was listed on the Stockholm Exchange’s Attract 40 list. In July, the Eniro share was included in the OMX-index. In April, the Italian directory company SEAT Pagine Gialle S.P.A. made a public offer for Eniro AB. The offer was later withdrawn when it failed to obtain the desired 50.1 percent of the share capital. During 2001, Telia divested its entire shareholding in Eniro, which on January 1, 2001 corresponded to 49 percent of the total number of shares. The share’s turnover rate increased to 2.53 (1.57). I NCR EAS E D I NTE R NATIONAL OPERATIONS Outside Sweden 47% (27%) CONTINUED STRONG EXPANSION In January, Eniro acquired the Windhager Mediengruppe, one of Germany’s leading directory companies in Baden-Württemberg. In February, Eniro acquired 75 percent of “Svar om Stockholm,” a telephone and Internet-based information service for private persons and companies. The remaining 25 percent was acquired in December. This service is marketed under the name 118 767. In April, Eniro acquired the remaining shares of AS Teabeliin, a leading voice portal in Estonia. In May, Eniro completed the acquisition of Panorama Polska, Poland’s largest directory company. In November, Eniro acquired Elisa Communications directory service Direktia, a leading directory company in Finland. In November, Eniro made a public offer for Scandinavia Online, Scandinavia’s leading Internet portal with operations in Norway, Finland, Denmark, and Sweden. By January 2002, 99.2 percent of the shareholders had accepted the offer, and compulsory redemption of the outstanding shares was initiated. GROWING ONLINE REVENUES REVENUES/EBITDA SEK M 5,000 20% online (15%) Revenues EBITDA 4,000 3,000 2,000 1,000 Sweden 53% (73%) 3 80% offline (85%) 0 1999 2000 2001 Eniro framvagn eng. original 02-04-11 09.52 Sida 4 Statement from the CEO: Continuous development new patterns of usage. The objective is to constantly increase opportunities for our advertisers to be seen when users want to purchase a product or service. AN INCREASINGLY INTERNATIONAL COMPANY In recent years, Eniro has achieved considerable progress. In October 2000, the company was a wholly owned subsidiary of Telia with three fourths of its operations in Sweden. Today, Eniro conducts operations in 19 countries and derives about half of its revenues from international operations. Furthermore, Eniro is listed on the Stockholm Exchange with 100 percent free float. Considerable progress has also been achieved with respect to media channels. In 1997, only 1 percent of revenues were derived from online operations. Today, this channel accounts for 20 percent. FOCUS ON USAGE If I had to describe Eniro in a single word, it would be repositioning. Why? Our business concept is to facilitate trade by providing directional information that connects buyers and sellers whenever a purchase need arises. To be able to create more effective marketplaces, we must always be at the forefront in the development of our products and services. In the same manner, we must follow, understand, and perhaps even create FROM DIRECTORY TO MARKETPLACE Perhaps the most important repositioning relates to how we view our role. Eniro has been successful in demonstrating that its business is not just publishing directories, but creating marketplaces that facilitate trade. With this insight, we can be more successful in showing our advertisers that Eniro is an important part of their marketing – and we can strive to price our services in relation to the value that they create. Progress is also the key word in the acquisitions implemented during 2001. Eniro seeks to be the market leader by being number one or the clear number two in all markets in which the company is active. We prioritize rapid integration of acquired operations and the transfer of resources from administration to sales in these companies. This process was successfully completed in Finland, Poland and Germany. BUILDING USAGE FOR FUTURE SUCCESS Eniro’s success is measured and determined on the basis of what the company delivers today and what it will achieve tomorrow. Our business demands a constant balance between improved profitability over the short term and strengthened market positions over the long term. 4 Eniro framvagn eng. original 02-04-11 09.52 Sida 5 The key to success is usage. By creating and maintaining a strong position among users, Eniro can develop its products and get its advertisers understand the value that we create by connecting buyers and sellers. In Sweden, more than one billion searches in printed directories alone are conducted through Eniro each year, and new services are being developed for new user scenarios. In other markets, Eniro is building the user base, in some cases from zero. An excellent example is Copenhagen, where Eniro in just three years created a completely new product. During 2001, the second edition of Contakt was published and achieved a strong position in terms of both usage and now also revenues. Another example of both repositioning and the focus on usage is Eniro’s acquisition of Scandinavia Online. By integrating SOL’s services with Eniro’s existing product portfolio, traffic was increased by 5 to 10 times. Eniro now operates the Nordic region’s leading search engines and has a very strong position on the Internet advertising market, with about a 60 percent share of the total market in Sweden. Integration of the service offering is under way and the yellow page information now has a clear place in the search results of general search engines. 2001 – A BALANCED PORTFOLIO Market conditions were not the best in 2001. Despite this, Eniro reported 50 percent higher revenues and operating profit before depreciation of SEK 1,150 M, an increase of 29 percent. How was this possible? The year’s results are a clear consequence of Eniro’s determination for continous improvement in the operations. In Sweden, the transformation began in 1999 and resulted in a very clear focus on sales. We have worked to successively reduce costs. Systematic efforts were made to develop Eniro’s online offering. Awareness was increased for the value created when Eniro mediates or facilitates trade – and thus the ability to charge for services. Progress on all of these fronts resulted in volume growth and clearly improved profitability. This is 5 also the method by which we are working in all countries, although the time from investment to return may vary. Eniro seeks to create a well-balanced portfolio of investments. A number of operations, primarily in Sweden, but more recently more generally in the Nordic countries, now account for stable revenues and high profitability. Other operations are in the final stages of the repositioning process and are expected to show returns shortly or in a somewhat longer perspective. Eniro’s most resource-intensive investment is currently in Germany where a challenger position to the market leader DeTe Medien and its network is being established. Eniro is countering with a new, competitive product and a strong focus on creating a user base that can be complemented by strong sales efforts in accordance with Eniro’s successful model. Although Germany is Europe’s largest advertising market, the directional media segment is relatively undeveloped. As an example, it can be noted that directory advertising per capita is 40 percent lower than in Sweden. PROS PECTS AN D M EASU R E S D U R I NG 2002 Eniro’s expects that sales growth will continue during 2002, although given the weak economic conditions, growth will be lower than during the preceding year. During the year, Eniro will continue to work to strengthen the Group’s position in Europe, by integrating and refinining recently acquired companies in accordance with the proven business model, increase the range of services in B2I and B2B and maintain and strengthen the focus on users of our services. Lars Guldstrand President and CEO Eniro framvagn eng. original 02-04-11 09.52 Sida 6 The Eniro share: Increased liquidity TRADING Eniro (ENRO) was listed on the Stockholm Exchange on October 10, 2000. Since January 1, 2001, the share is listed on the Attract 40 list. As of July 2, 2001, the share is included in the Stockholm Exchange’s OMX index with a weighting of 0.87 percent. Including new issues during the year, 408.6 million shares were traded, corresponding to a turnover rate of 2.53 (1.57). A round lot is 100 shares. SHARE PRICE TREND The highest and lowest prices paid during the year were SEK 124 and SEK 61, respectively. Calculated on the basis of the share price on the final day of trading for the year, SEK 75, Eniro had a market capitalization of SEK 13,214 M. Compared with the closing price of SEK 95 in 2000, the share decreased 21 percent in value. During the same period, the OMX index fell 20 percent. SHARE CAPITAL On December 31, 2001, the share capital amounted to SEK 176 M distributed among 176,180,952 shares. Each share has a par value of SEK 1 and carries one vote. SHAREHOLDERS The number of shareholders was 5,732 (1,446) at year-end, an increase of 4,286 or 296 percent, compared with the preceding year. On January 1, 2001, Telia owned about 49.1% of the share capital in Eniro. Telia reduced its owner- SHARE PRICE TREND ship on two occasions during the year through offers aimed primarily at Swedish and international institutional investors. The first sale took place in July, when Telia placed slightly less than half of its shareholding corresponding to about 23.6 percent of the share capital in Eniro. In November, Telia divested all of its remaining shareholding, corresponding to about 25.5 percent of the share capital. At the same time, Elisa Communications divested the Eniro shares, corresponding to 7 percent of the total shares, which were received as payment for the acquisition of Direktia. In total, this placement corresponded to 30.7 percent of the shares in Eniro. As of December 31, 2001, the ten largest owners accounted for 39 percent of the number of shares and votes. Excluding Telia, the corresponding proportion on December 31, 2000, was 27 percent. On December 31, 2001, the proportion of institutional owners was about 98 percent (95). On the same date, the proportion of foreign owners amounted to about 56 percent. DIVIDEND POLICY In conjunction with Eniro’s exchange listing, the Board of Directors stated that the Company’s dividend over time should correspond to about 30 percent of annual profits. One prerequisite for this policy is that the Company is not considered to require liquid funds for such purposes as acquisitions. For the 2001 fiscal year, the Board of Directors proposes a dividend of SEK 0.70 (0.65) per share. TREND OF SHARE CAPITAL Date March 30, 2000 September 13, 2000 September 13, 2000 February 21, 2001 June 1, 2001 November 26, 2001 Change in Share capital Number of Par value Transaction share capital SEK shares SEK Eniro established 100,000 100,000 1,000 100 100:1 split 0 100,000 100,000 1 1 New issue 1) 149,900,000 150,000,000 150,000,000 5,725,287 155,725,287 155,725,287 1 New issue 2) 8,197,400 163,922,687 163,922,687 1 New issue 3) 12,258,265 176,180,952 176,180,952 1 New issue 4) 1) Directed placement to Telia Cable Holding BV. Subscription price SEK 1.21 per share. 2) Directed placement to SBC Ameritech. Subscription price SEK 93.42 per share. 3) Directed placement to Telia AB. Subscription price SEK 116.40 per share. 4) Directed placement to Elisa Communications OY. Subscription price SEK 76.15 per share. 6 Eniro framvagn eng. original 02-04-11 09.52 Sida 7 ANALYSTS COVERING ENIRO ABG Sundal Collier Alfred Berg – Henrik Fröjd and Peter Lindmark CAI Cheuvreux – Karl-Johan Bonnevier Carnegie – Peter Dahlander Cazenove – Gorm Thomasson Deutsche Bank – Craig Watson Enskilda Securities – Nicklas Fhärm Handelsbanken Securities – Rasmus Engberg HSBC – Henrik Persson Hagströmer & Qviberg – Sven Sköld Merrill Lynch – Lachlan Parket and Paul Sullivan Morgan Stanley – Javier Marin Nordea Securities – Stefan Brännlund Redeye – Daniel Lindkvist och Stefan Nelson Remium Securities – Mattias Svensson Swedbank – Patrik Nygård UBS Warburg – Per Afrell Öhman Fondkommission – Patrik Egnell WARRANTS During 2000, warrants were issued with a subscription price of SEK 133 and a subscription period extending through February 21, 2004 and offered to all Group employees. See also note 16. At full subscription, the total number of shares would increase by about 1.5 million, corresponding to a dilution of slightly less than 0.9 percent. SHAREHOLDER STATISTICS ON DEC 31, 2001 LARGEST SHAREHOLDERS ON DEC 31, 2001 Shareholding Number of shareholders 1 – 500 2,632 501 – 1,000 1,111 1001– 10,000 1,394 10,001 – 50,000 304 50,001 – 100,000 92 100,001 – 500,000 137 500,001 – 1,000,000 28 1,000,001 – 5,000,000 30 5,000,001 – 6 Total 5,732 Shareholder Number of shares Chase Manhattan 10,333,378 Nordea Fonder 9,140,200 Morgan Stanley & Co. Intl. Ltd. 7,483,946 Robur Fonder 7,300,400 Goldman Sachs Intl. Ltd. 6,723,574 Bankers Trust Company U.S. 6,470,807 Euroclear Operations Centre 6,347,520 Morgan Stanley & Co Inc. W9 5,611,449 State Street Bank And Trust Co. 4,836,872 SHB Fonder 4,803,232 Total 69,051,378 Source: SIS Shareholder Service 7 Percent Number of shares 45.9 629,530 19.4 966,134 24.3 4,853,805 5.3 7,247,279 1.6 6,791,748 2.4 31,961,993 0.5 21,032,642 0.5 59,727,147 0.1 42,970,674 100 176,180,952 Source: SIS Shareholder Service % of capital 5.9 5.2 4.2 4.1 3.8 3.7 3.6 3.2 2.7 2.7 39.1 Eniro framvagn eng. original 02-04-11 09.52 Sida 8 Key ratios: Five-year summary 2001 20001) 19991) 19981) 19971) Income statement Operating revenues Operating revenues increase, % Online revenues Online revenues increase, % Online revenues share, % EBITDA EBITDA margin, % EBITA EBITA margin, % Income for the year Cash Earnings Interest coverage, times 4,519 50 925 109 20 1,150 25 1,065 24 453 828 7,1 3,004 13 442 111 15 891 30 865 29 489 642 15,2 2,649 20 209 287 8 769 29 745 28 402 554 2,210 6 54 200 2 602 27 571 26 2,078 8 18 Balance sheet Net indebtedness, interest-bearing on closing date Shareholders’ equity, 12-month average Net indebtedness, interest-bearing/EBITDA, times Return on equity, % Debt/equity ratio, times Equity/assets ratio, % 1,960 3,464 1.7 13 0.39 54 969 1,492 1.1 33 0.40 50 Other key ratios Average number of full-time employees Number of full-time employees on closing date 3,606 4,151 2,142 2,381 1,820 1,668 1,510 27.95 5.12 20 28.25 2.80 75.0 176,181 161,665 20.03 4.28 SEK M Data per share Operating revenues per share, SEK Cash Earnings per share, SEK Cash Earnings per share increase, % Equity per share, SEK Earnings per share, SEK Share price on closing date, SEK Number of outstanding shares on closing date (000s)2 Average number of shares for the period (000s) 1) 2) 1 499 24 463 22 15.98 3.26 95.0 150,000 150,000 Pro forma In addition, there are warrants for 1,500,000 shares. Definitions EBITDA Operating income before interest, taxes, depreciation and amortization of goodwill. Interest-coverage ratio – operating income EBITDA plus financial income in relation to financial expenses. Return on equity Income for the year as a percentage of average shareholders’ equity. EBITDA margin Operating income before interest, taxes, depreciation and amortization of goodwill expressed as a percentage of operating revenues. Net indebtedness, interest bearing Interest-bearing liabilities, including interest-bearing provisions reduced by interest bearing assets. Debt/equity ratio Net liabilities divided by shareholder’s equity Shareholders’ equity, average The average shareholders’ equity is based on average shareholders’ equity per quarter, which in turn is calculated based on the opening and closing balances for each quarter. Operating revenues per share Operating revenues divided by the average number of shares for the period EBITA Operating income before interest, taxes and amortization of goodwill. EBITA margin Operating income before interest, taxes and amortization of goodwill expressed as a percentage of operating revenues. EBIT Operating income before interest and taxes. Cash Earnings Income for the year with reversal of depreciation. Net indebtedness, interest bearing/EBITDA Interest-bearing net indebtedness in relation to EBITDA. Equity/assets ratio Shareholder’s equity divided by total assets. Cash Earnings per share Cash Earnings divided by the average number of shares for the period. Average number of shares for the period The average number of shares for the period is calculated as the average number of shares each quarter, which in turn is calculated on the opening and closing balances for the number of outstanding shares each quarter. Equity per share Shareholders’ equity divided by the number of outstanding shares on the closing date. Pro forma The historical information has been adjusted to the structure that applied in conjunction with the listing on the exchange on October 10, 2000. Earnings per share Income for the year divided by the average number of shares for the period. 8 Eniro framvagn eng. original 02-04-11 09.52 Sida 9 History 9 1889 • The Royal Telegraph Authority, subsequently Televerket and now Telia, publishes the first telephone books. 1978 • Together with the US conglomerate ITT, Televerket launches the first edition of Gula Sidorna, the Swedish Yellow Pages. 1984 • Televerket exercises its option to acquire ITT’s share of Swedish directory operations. 1986 • Televerket expands its directory operations and acquires the independent directory company Din Del, which publishes local directories in Sweden, Finland and France. • The predecessor to Emfas (Business Directory) is established. 1991 • Televerket establishes a separate directory division in which all directory operations are consolidated. 1992 • Directories are launched in Estonia and Latvia. 1993 • Directories are launched in Russia, Lithuania and Belarus. 1994 • Directories are launched in the Netherlands and the U.S. 1996 • The first online version of Gula Sidorna, gulasidorna.se, is launched. • Herold Business Data is acquired in Austria. • Acquisition of Mostrups Forlag and Lokalbogsforlaget in Denmark. 1997 • Directories are launched in Ukraine. • Telia decides to focus directory operations on the Nordic and Baltic regions. As a consequence, operations in the U.S. and Austria are divested. • Telia acquires 49 percent of Panorama Polska together with GTE/Verzion, which owns the remaining 51 percent. • The Business Directory name is changed to Emfas, which is also launched online as emfas.com. 1998 • All directional-related operations within Telia InfoMedia are consolidated in Telia InfoMedia Reklam. • A restructuring project called Strategic Initiative 1998/2000 is started to focus on sales and marketing issues, as well as the Internet and new media channels. 1999 • Restructuring of Swedish operations and online services grows in strength. • Operations in the Netherlands are divested. • The first online version of Din Del, dindel.se, is launched. 2000 • Eniro is established and acquires Telia’s previous directional operations. • The company is listed on the OM Stockholm Exchange’s O-list on October 10. • Together with Ericsson and Telia, Eniro becomes the world’s first supplier of directional information to offer MPS (Mobile Positioning Services), thus customizing information in relation to the user’s location. • Yellow Pages Moscow is acquired. • The German company Wer Liefert Was? is acquired, and a contract is signed for the acquisition of the German B2C company Windhager Mediengruppe, which works with local and regional information. • The Copenhagen directory Contakt is launched. • Eniro becomes Sweden's largest Internet advertising company. • All employees wherever practically and legally possible are offered to participate in a warrants program. Eniro framvagn eng. original 02-04-11 09.52 Sida 10 Directional media: A unique market where buyers seek sellers Unlike traditional advertising, in which sellers advertise to reach buyers, directional information is a channel where buyers take the initiative to reach sellers. D I R ECTI NG B UYE R S When using directory media, users themselves take the initiative in seeking information in contrast to other advertising where the seller attempts to reach prospective buyers with its message. The market is characterized by a broad user and advertiser base and high and stable profitability. DIRECTIONAL MEDIA POSITIONED TO GAIN IN PROMINENCE Online technology makes more evident the role that directories play in connecting buyers and sellers. Advertisers can to a greater extent measure the number of transactions and volume of trade delivered by a directory advertisement. RESILIENCE IN A WEAKER ECONOMY This unique position in the advertising market makes the directories industry less sensitive to economic fluctuations than traditional media, due to the fact this form of advertising is much closer to a purchase than more general brand advertising and is therefore considered important, particularly among small and medium-size companies. Furthermore, the cost for a directory advertisement is also relatively low in absolute terms. The past year has been characterized by weak economic trends, slower growth, and, as a result, generally lower advertising expenditures in Europe. Despite this, the market for directory media increased in all geographic markets in which Eniro is active with the exception of Germany, where directory media declined by 1 to 2 percent, compared with 2000. STRONG COMPETITION AND CONTINUED CONSOLIDATION IN EUROPE With respect to the competitive situation in Europe, it is generally the case that there are only one or two players with a leading or significant position in each market. During 2001, consolidation of the industry continued, and Eniro was one of the most active players in Europe. Since Eniro was established, eight acquisitions have been made. Consolidation of the industry will continue during 2002. Companies offering directory services both online and offline are gaining ground with respect to both usage and advertising revenues. Even more generally oriented portals that have search engines with high usage rates have expanded their operations to include services for facilitating trade for their advertisers. As an example, 30 percent of Scandinavia Online’s revenues during 2001 were attributable to non-banner related advertising revenues. TECHNOLOGY ENABLING GREATER CUSTOMIZATION Developments in technology and the increased usage of the Internet and mobile devices create potential for new services and greater customization. For example, when an interested buyer uses a mobile phone to request information about restaurants, Eniro can provide a listing of those restaurants that are closest to the user’s location. As new technologies emerge and user and consumer behavior evolves, Eniro expects that content and delivery of information will become increasingly customized. Eniro aims to be a leader in commercializing modern, customer-adapted technologies, thus strengthening its position as a supplier that creates value. 10 Eniro framvagn eng. original 02-04-11 09.52 Sida 11 Eniro’s products and services Region Operations Product portfolio Examples of products and services Sweden Eniro Sverige AB Directories Internet services Telephony services Digital TV Mobile services Gula Sidorna, Emfas.com, DinDel www.gulasidorna.se, www.emfas.com, www.passagen.se, www.evreka.se 118 767 Gula Sidorna Gula Sidorna Nordic Region Denmark Eniro Danmark A/S Directories Internet service Telephony services Mobile services Contakt, Mostrup www.contakt.dk, www.sol.dk, www.mostrup.dk, www.kvasir.dk Contact Svar 80 333 666 sms.sol.dk Finland Oy Eniro Finland AB Directories Internet services Mobile services Yritystele, Kaupunki-info www.yritystele.fi, www.suomi24.fi, www.evreka.fi sms.haku Oy Eniro DS AB Directories Telephony services Keltaiset Sivut Helsinki 0100100, 118 SOL A/S Internet services Mobile services www.sol.no, www.kvasir.no sms.sol.no Germany Wer Liefert Was? GmbH Eniro Windhager Mediengruppe GmbH Internet services Directories Internet services CD-book, www.wlw.de Eniro www.eniro.de Poland Eniro Polska S.p.z.o.o* Panorama Polska Directories Internet services Panorama Firm www.pf.pl Eniro Moskva Directories Internet services Yellow Pages www.yellowpages.ru Eniro S:t Petersburg Directories Navigator Kontakt! Ukraine Eniro Ukraina Directories Telephony services Kniga Mista Eniroline 4909888 Belarus JV Eniro Belfakta Directories Internet services Telephony services Business Belarus, Kontakt! www.btb.by 085 Infoline Estonia Eniro Eesti AS Directories Internet services Ärikataloog, Kontakt! www.arikataloog.ee, www.kontakt.ee AS Teabeliin Telephony services 1188 infoabi Latvia Eniro Latvija SIA Directories Internet services Telephony services Visa Latvia, Kontakti! www.visalatvija.lv, www.kontakti.lv Infoline 7 222222 Lithuania Eniro Lietuva UAB Directories Internet services Visa Lietuva, Kontaktas! www.visalietuva.lt Eniro InfoMedija UAB Telephony services 1588 Norway Central Europe Eastern Europe Russia *Panorama Polska has approved a name change to Eniro Polska Sp.z.o.o and applied for registration of this name. Eniro AB (publ) or other companies within the Eniro Group hold the exclusive right to Eniro®, and other brands which are used in the Eniro Group and are mentioned in this annual report. 11 Eniro framvagn eng. original 02-04-11 09.52 Sida 12 Growth factors and objectives In growth markets for directional media, Eniro seeks to be the European leader by setting clear goals and applying a proven business model. Eniro offers directional information that brings together buyers and sellers and facilitates trade. Eniro distributes information through a number of media channels, such as printed directories, fixed and mobile Internet, voice, CD-ROM and digital TV. By adapting information to the appropriate channel – and above all the user’s situation – Eniro’s products and services should always be available to users. Eniro offers services to both users or individuals, business-to-individual (B2I) and to businesses, business-to-business (B2B). Eniro uses the term B2I to indicate that most individual users make use of Eniro’s services both in their work and privately. Eniro has grown rapidly in recent years through active participation in the process of change transforming the directory industry, particularly in Europe. Important trends have been continued deregulation of the telecom industry, the emergence of new online players and increased interest for the industry in the capital market. GROWTH FACTORS There is a significant growth potential in directional media. Eniro has identified the following growth factors: Underlying growth Unexploited market potential in combination with long-term GDP growth in Europe provides an underlying market growth. Expansion offline and online Both the offline and online segments within directional media continue to grow with more rapid growth in the online segment. Eniro will drive this development and seeks to increase both revenues and margins in both segments. Applying a successful business concept in new markets Eniro’s business model has proven successful in several markets. Eniro will therefore continue to seek international expansion in new growth markets. OVERALL OBJECTIVES Eniro has formulated the following overall objectives in becoming the leader in the European market for directional media: Strengthened position in existing markets Eniro will exploit its strengths and leverage its expertise, capacity and experience with respects to branding, sales and pricing to broaden the user base and accelerate continued market growth. Increased online presence Eniro will expand its operations by using new media channels and creating added value through increased sales volumes. Increased international presence Eniro will seek new geographic markets in Europe in which a strong market position can be quickly attained and a proven business concept exploited. 12 Eniro framvagn eng. original 02-04-11 09.52 Sida 13 Priorities for 2002 Eniro has defined and prioritized initiatives for maintaining and strengthening its position as Northern Europe’s leading directional media company. INTEGRATION During 2002, Eniro will integrate and refine recently acquired units. Since the exchange listing in 2000, Eniro has grown rapidly and is currently Europe’s fourth largest directional media company. During 2001, six acquisitions were completed, and rapid integration in accordance with Eniro’s proven business concept is prioritized in order to maximize value. In addition to general guidelines for management and administration, the integration process includes methods for evaluating the market position, measuring sales effectiveness and optimizing the product portfolio and, above all, customer segmentation and pricing policy. Integrating a company into the Eniro Group and coordinating the product portfolio, sales and pricing concepts is a project that extends over several years and that includes various marketing measures. Experience from several markets indicates that these measures can result in a temporary decrease in the company’s profitability, while increasing both growth and profitability in a somewhat longer perspective. 13 ONLINE MEASURES Eniro’s online operations consist of products targeted to both the B2I (business-to-individual) and B2B (business-to-business) segments. Over the past five years, Eniro has built up a strong online position, and in 2001, online revenues accounted for SEK 925 M (442) or 20 percent (15) of total revenues. The acquisition of Scandinavia Online (SOL) will further strengthen Eniro’s online position in the Nordic region with high usage figures and strong market positions with respect to search services. With the acquisition of Wer Liefert Was? (WLW) In Germany, Eniro established a stable foundation enabling the Company to strongly expand online B2B services in Europe. WLW is a market leader in German, Switzerland, Austria, Croatia, the Czech Republic and Slovenia, and its database contains searchable information on more than 350,000 companies in 13 European countries. With the WLW concept as a platform, Eniro is now developing a pan-European B2B offering. Eniro framvagn eng. original 02-04-11 09.52 Sida 14 Organization and employees Integrating and increasing the efficiency of operations while strengthening the business culture are prioritized measures. ACQU I S ITION S AN D CON SOLI DATION Eniro’s organization was expanded significantly through the acquisitions completed during 2001. These companies are being successfully integrated into the Group. The Polish company Panorama Polska and the German companies WLW and Windhager are now consolidated in the Group. In November, the Finish company Direktia with 370 employees was acquired. Integration of Direktia with Eniro’s existing operations and with SOL in Finland has begun. In Sweden, the three independent operations Gula Sidorna, Din Del and Emfas merged their customer service, marketing and business development with Eniro Sverige AB. Eniro’s key functions are being centralized to avoid duplication of work, encourage best practices and reduce costs. In particular, functions relating to the production process, such as paper purchasing and printing, are administered centrally. In conjunction with the acquisition of SOL, Eniro created a joint operations and development organization for online operations that will initially serve Nordic operations. business partners. Eniro is a media company with a personal profile, whose employees are eager to explore and develop new methods for connecting buyers and sellers and who always focus on the user. Eniro functions as an international network of local experts. Due to its rapid geographical expansion, Eniro attaches great importance to ensuring that the company’s basic values resonate throughout the Group. NUMBER OF EMPLOYEES BY COUNTRY 2001 Average full-time employees Pro forma 2000 Total Men, % Total Men, % Sweden 634 Denmark 334 Finland 297 Germany 378 Poland 733 Estonia 195 Latvia 138 Lithuania 184 Russia 313 Belarus 116 Ukraine 160 Other countries and regions 124 Total 3,606 46 60 36 58 41 19 22 29 28 27 32 50 41 553 312 239 175 164 169 310 105 115 2,142 60 42 35 24 24 26 45 33 48 42 B US I N E SS CU LTU R E Eniro’s business culture has always been a success factor for the company. The company’s values can easily be embraced by both employees and GENDER DISTRIBUTION Men 41% (42%) Chairman: Board members: Björn Svedberg John Abrahamsson Lars Berg Per Bystedt Marianne Nivert (resigned on December 6, 2001) Jan Rudberg Lars Guldstrand Chief Financial Officer Lennart Bernard Legal Affairs Mikael Engqvist Information and Investor Relations Erik Åfors Sweden Region Nordic Region Sweden Denmark Peter Kusendal Bengt Dahl President and CEO Lars Guldstrand Women 59% (58%) Marketing and Business Development Mats Eklund Central Europe Region Organizational Development, Business Concept and Human Relations Bertil Levin Eastern Europe Region Norway Finland German Germany Poland Estonia Latvia Lithuania Russia Belarus Ukraine Kristin Skogen Lund acting president Hans Petter Terning Pär Kempe Windhager WLW Roger Asplund Pär Kempe Franz-Ferdinand Kress Andrew Pylyp Peter Schulze 14 Eniro framvagn eng. original 02-04-11 09.52 Sida 15 Structural capital: Tools for increased sales Eniro’s structural capital consists of the tools and methods that enable employees to contribute to achieving the Company’s business objectives. SALES AND MANAGEMENT CONCEPT Eniro has a strong focus on sales and has developed a successful sales and management concept for defining and achieving sales objectives in a simple manner. The objective is to increase revenues by structuring the sales process – from the very first contact to support after the sale – thereby ensuring high-quality customer service regardless of market segment, product or country and a high sales rate for sales personnel. The concept extends beyond the sales process itself and includes management issues, such as how to develop employee skills and the ability to direct sales and thus achieve established sales targets. This concept, which is one of Eniro’s most important work methods, is based on the experience that has been gained through many successful years in several markets. The concept provides structured guidelines for continuous training of Eniro employees in the areas of leadership, sales, work efficiency and reporting. Implementation, local adaptation and refinement of the concept takes place continuously through a network of local “ambassadors” who meet several times each year to review and refine the concept against the background of developments in local companies, the Group and the market. PRICING CONCEPT Pricing is of key importance for the Group’s sales and profitability. Over the long term, Eniro strives for pricing that is based on the value that advertising creates for the customer, which in turn depends on the usage attained. Eniro’s models are thus based on the pro- ducts market position. For services, the focus is on expanding the advertiser base, while established products are refined and enhanced to include new services. To create demand in completely new markets, Eniro may initially offer new products free-of-charge or at low cost to the advertiser. When the product or service is established, the customer value becomes evident and prices can be adjusted. An excellent example of this is how Eniro created a strong user base in Copenhagen and is now able to use this base to increase revenues. Eniro framvagn eng. original 02-04-11 09.52 Sida 16 Brand: Higher visibility and increased efficiency Work to create a corporate branding platform began in 2001 as part of Eniro’s overall strategy. The joint platform is intended to increased efficiency in the Group’s marketing communications by creating clarity, as well as business and economic synergies. DEVELOPING THE ENIRO BRAND Eniro manages and develops its brands on two levels: the corporate brand and product brands. These levels are linked through a supporting branding strategy, meaning that the products are promoted under their own brands but linked to the corporate brand. Eniro will build the corporate brand through increased market presence, harmonization of visual identities and stronger links to product brands. Full effort is currently being devoted to this work internally. At the product level, brands will primarily be strengthened through centrally coordinated product development intended to result in stronger product concepts with broader usage and increased benefit. To an increasing extent, products will take the online world as their starting point, while the prerequisites for printed directories will follow the requirements for those media. This means that the number of product brands will gradually be reduced at a rate determined by individual conditions in each market. Internal projects in this area are also in progress, and changes will be implemented during 2002. During 2001, a uniform visual identity was introduced for both the corporate brand and product brands. Work to anchor branding efforts within Eniro was begun, and rules to protect intangible rights were established. An international brand management concept is also being introduced with common corporate systems for management, measurement and follow-ups. Various tools to facilitate brand management in subsidiaries are also being developed. The foundation for this work is the Eniro Brandweb, an internet-based branding handbook. 16 Eniro framvagn eng. original 02-04-11 09.52 Sida 17 Environment: A competitive advantage With minimal environmental impact as the starting point, Eniro will offer its customers a broad portfolio of information services in various distribution formats. GUIDING PRINCIPLES FOR ENVIRONMENTAL WORK Eniro seeks to demonstrate strong commitment to the environment and awareness that having a sound external and internal environmental policy is an important competitive tool. Eniro is a part of society and everyone shares responsibility for the environment. Because the prerequisites for environmental work vary significantly among the countries in which Eniro is active, each company develops individual action plans for working with environmental issues. Eniro strives to use resources in such a manner that the environmental impact of its operations is minimized. This includes the entire life cycle of products and services. Eniro’s suppliers must have an environmental policy and an action program for environmental issues. GOALS FOR ENVIRONMENTAL WORK • Eniro strives to be better than prevailing legislation in environment work. • Eniro strives to implement appropriate environmental labeling of its products. • Through training and other activities, Eniro’s employees are given the appropriate knowledge of environmental issues and become motivated to continuously improve environmental work. • Each company is required to establish adequate action programs with respect to environmental issues. 17 • Eniro seeks develop and supply goods and services that have the lowest possible impact on the environment, that make efficient use of energy and natural resources and that can be reclaimed or reused. Eniro framvagn eng. original 02-04-11 09.52 Sida 18 Sweden Region: Steady growth and increasing share for online Eniro is the Swedish market leader in directional media with about a 75 percent market share with respect to printed media and about 60 percent of the total Swedish Internet advertising market. In total, trade of just over SEK 300 billion was 1 mediated via Gula Sidorna and Din Del in 2001 . SALES AND PROFIT During 2001, revenues increased by about 10 percent to SEK 2,409 M (2,184), despite weak economic conditions and a declining advertising market. Operating profit before depreciation (EBITDA) increased by 20 percent to SEK 1,059 M (884). The EBITDA margin in Swedish operations increased from 40 percent to 44 percent during the year. The Sweden Region accounted for 53 percent (73) of the Group’s revenues. During 2001, the Sweden Region accounted for 92 percent of the profit before depreciation. During the year, revenues from online operations increased by slightly less than 40 percent and accounted for 20 percent of total revenues. MARKET The Swedish market is characterized by consolidation and competition from new companies in fixed and mobile Internet, telephone services and voice-mediated and information services. There is also competition from traditional directory media companies. In Sweden, the traditional advertising market declined by about 10 percent compared with 2000, to SEK 15.5 billion (17.3). The market for Internet advertising declined by about 14 percent to SEK 845 M thus corresponding to about 5.2 percent of the traditional advertising market2. Eniro has a market share of 75 percent (75) in the segment for printed directories. During the year, Eniro increased its share of the total Swedish market for Internet advertising to 60 percent (33). CUSTOMERS Eniro Sweden has a broad base of about 190,000 customers consisting of small and medium-size businesses for which directory advertising and Internet services are important contact channels. Directory advertising is less affected by economic fluctuations than other types of advertising. 1Sifo survey conducted during the period from September 1, 2000 to June 30, 2001. In total, 10,335 randomly selected Swedish citizens were interviewed, which was a representative national selection. 2 IRM, Institut för Reklam och Mediastatistik, November 2001. Revenues, SEK M of which online, SEK M of which online, % Profit before depreciation (EBITDA), SEK M Full-time employees at year-end 1998 1,637 33 2.0 497 637 1999 1,887 166 8.8 584 500 2000 2,184 355 16.2 884 553 2001 2,409 493 20.5 1,059 754 Product portfolio Examples of products and services Directories Internet services Telephony services Digital TV Mobile services Gula Sidorna, Emfas.com www.gulasidorna.se, www.emfas.com, www.passagen.se, www.evreka.se 118 767 Gula Sidorna Gula Sidorna REVENUES ONLINE/OFFLINE 20% online (16%) 80% offline (84%) 18 Eniro framvagn eng. original 02-04-11 09.52 Sida 19 E PRODUCTS Eniro’s main brands in the Swedish market are Gula Sidorna and Din Del, where Gula Sidorna provides regional information and Din Del provides local information. Both services are available offline (printed directories and CD-ROM) and online, primarily via fixed Internet and voice mediation. Gula Sidorna is Eniro’s most significant product both in terms of advertising sales and profitability. With the Stockholm edition for 2002, Gula Sidorna has been given a new layout designed to provide a better overview and improved readability. The printed directory is also available on CD-ROM and sold on compact disc as a network license. During the late summer of 2001, a project was started in Halmstad in which directory advertising contains bar codes. With a bar code reader, the directory becomes interactive, allowing advertisers to provide links to current offers and more detailed information on the Internet. Gula Sidorna on the Internet is the most used Swedish online service for directory information. The website contains information about companies, organizations, county councils and municipalities in Sweden. Various search options enable users to seek information according to business sector, address, area of interest and company name or via a map. During the autumn, the map function was enhanced with services to send maps via email and to include maps on personal home pages. There is also an e-commerce gallery on the website, which is one of the three most frequented e-commerce sites in Sweden with more than 100,000 visitors (May 2001). During the year, the number of visitors to gulasidorna.se averaged about 500,000 per month. In February 2002, the number of visitors amounted to 850,000. Gula Sidorna is also available in WAP format with search functions by company name, directory heading or key word that can be limited geographically. Through a partnership with Mobile Media Group, the WAP services is now available from all WAP phones and other portable devices. Gula Sidorna also offers a mobile positioning service (MPS) that makes it possible using a mobile phone to search for companies in the geo- 19 graphic area in which the user is located. There are over 25,000 companies categorized by such key words as Pharmacy, Flowers and Gas. In May, the voice portal “Svar om Stockholm” was re-opened under the new name 118 767. At the same time, the service was also introduced in Gothenburg and Malmö. 118 767 offers telephone-based information services and answers questions about goods, services and entertainment. Eniro’s primary B2B product is emfas.com, which is distributed to about one quarter of a million companies in Sweden. In addition to the core information in the online service, emfas.com provides annual reports, information on credit worthiness, economic key data, business news from the Nordic and European markets, conference calendars and standard forms. During the year, a project was conducted with Eniro Finland and Wer Liefert Was? (WLW) with the result that WLW’s pan-European platform now includes 7,000 Swedish export companies. Emfas.com is thus strengthening its offering to Swedish companies and enabling them to search and to be found in searches among companies, products and services and to be able to send and receive tender requests to companies in 15 European countries. With the acquisition of Scandinavia Online, Eniro Sverige has added a number of strong brands to its product portfolio. Examples of Internet and mobile services are Passagen and Evreka. Eniro framvagn eng. original 02-04-11 09.52 Sida 20 Nordic Region: Market gains in Denmark and integration in Finland The Nordic region includes Denmark and Finland. Eniro is the market leader in Finland and has a strong position as challenger in Denmark. As of January 1, 2002, this region also includes Norway, which is a new market for Eniro, added through the acquisition of Scandinavia Online. SALES AND PROFIT During 2001, revenues increased by about 13 percent to SEK 651 M (575). Profit before depreciation (EBITDA) increased to SEK 62 M (3). The Nordic Region excluding Sweden accounted for slightly more than 14 percent (19) of the Group’s revenues. During 2001, revenues from online operations increased by 30 percent and accounted for slightly less than 13 percent of total revenues. MARKET During 2001, the Danish advertising market declined by nearly 2 percent to SEK 14.1 billion. In Finland, the traditional advertising market was unchanged with a value corresponding to SEK 10.2 billion. The Danish Internet market increased by 28 percent and corresponded to SEK 203 M, while the Finnish Internet market grew by 71 percent to a value corresponding to SEK 154 M1. In Denmark, Eniro has a strong number two position with an estimated market share of more than 20 percent. Following the acquisition of Direkta, Eniro Finland is the market leader in both the offline and online segments. DENMARK: GAINS IN COPENHAGEN Eniro has a strong market position and is challenging the market leader, in part by establishing a strong user base in Copenhagen. CUSTOMERS Eniro Denmark targets small and mediumsize companies throughout the country. It is primarily the local market that is attractive for Eniro Denmark’s customers, since the company is the leading supplier of products and services with local information about companies and municipal service. PRODUCTS In recent years, Eniro Denmark has expanded its brands to include Internet services, such as contakt.dk and mostrup.dk, with search engines and databases. These are provided as a package product. Using advanced editing 1 Zenith Media, December 2001 (1 USD = 10.2 SEK) Revenues, SEK M of which online, MSEK of which online, % Profit before depreciation (EBITDA), SEK M Full-time employees at year-end Denmark Eniro Danmark A/S Finland Oy Eniro Finland AB Oy Eniro DS AB Norway SOL A/S 1998 450 4 0.9 99 390 1999 529 24 4.5 90 414 2000 575 64 11.1 3 579 2001 651 83 12.7 62 1,010 Product portfolio Examples of products and services Directories Internet services Telephony services Mobile services Contakt, Mostrup www.contakt.dk, www.sol.dk, www.mostrup.dk, www.kvasir.dk Contact Svar 80 333 666 sms.sol.dk Directories Internet service Mobile services Yritystele, Kaupunki-info www.yritystele.fi, www.suomi24.fi, www.evreka.fi sms.haku Directories Telephony services Keltaset Sivut Helsinki 0100100, 118 Internet service Mobile services www.sol.no, www.kvasir.no sms.sol.no REVENUES ONLINE/OFFLINE 13% online (11%) 87% offline (89%) 20 Eniro framvagn eng. original 02-04-11 09.52 Sida 21 tools, customers can maintain and update their information via the Internet. This has given Eniro a strong position in the market for Internet advertising. Mostrup’s directory “Den grøne vejviser” is published in 265 of the country’s 275 municipalities and is regarded as an effective daily tool containing local information for contacting a municipality’s companies, residents and institutions. In 2001, Mostrup became the sole supplier for most of Denmark’s municipalities and provides direct access through a common database. Contakt’s red local directories are published for major cities and the surrounding commercial area. The first edition of Contakt Copenhagen was published in 2000. Nearly one million copies were produced and distributed to all households. In September 2001, the second edition of Contakt Copenhagen was published, with significantly increased usage. Through Eniro’s acquisition of SOL, several strong brand names were added to Eniro Denmark’s product portfolio, such as the Kvasir Internet service, the SOL mobile service and the sol.dk portal. FINLAND: STRONGER THAN EVER During the year, Eniro became the leader in the Finnish directory media market. In November, Eniro acquired the Finnish telecom company Elisa Communication’s directory operations, Direktia Oy, which was Finland’s second largest directional media company. The Finnish market is highly fragmented. This acquisition strengthened Eniro’s position in the Finnish directional media market, particularly in the Helsinki area, by becoming the official publisher of Suomen Keltaiset Sivut, the Finnish Yellow Pages. CUSTOMERS Eniro Finland targets companies and organizations that wish to reach potential customers in the B2B and B2I segments. With both local and international products and services, Eniro Finland’s customer structure includes both large and small companies. 21 PRODUCTS The regional directory Kaupunki-info has a strong position in the B2I segment, while Yritystele is a brand for national, regional and industry-specific directories for the B2B segment. Both brands are also available as Internet services. Eniro Finland operates a nationwide voice-mediated service called “0100100” and a “118” directory assistance service for Elisa and Radiolinja subscribers. Together with emfas.com and WLW, Eniro Finland and its B2B brand Yritystele launched a joint project that opened the Finnish market to European companies that are customers of WLW and Sweden’s emfas.com. In addition, Yritystele customers were able to present themselves to the German and Swedish markets. Eniro framvagn eng. original 02-04-11 09.52 Sida 22 Central Europe Region: Strong market positions Eniro is the B2I market leader in Poland and has strong market positions in Germany and other parts of Central Europe with respect to B2B services. In the German region of Baden-Württemberg, Eniro has established a challenger position with respect to directional information in the B2I segment. SALES AND PROFIT The Central Europe region reported revenues of SEK 1,171 M, which corresponded to just under 26 percent of total Group revenues. Wer Liefert Was? (WLW) was consolidated on December 31, 2000 and Eniro Windhager Mediengruppe (Windhager) on January 1, 2001, while the Polish operations were included starting with the second quarter of 2001. More than 25 percent of the region’s revenues derive from online operations. Profit before depreciation (EBITDA) of SEK 72 M was reported for the region. ENIRO WINDHAGER: BREAKING A MONOPOLY Through the acquisition of Windhager, Eniro has established itself as an independent player with the long-term goal of creating a strong challenger position in the B2I segment in the German market. There are about 150 directory publishers in Germany, of which about ten are large publishers. Most are franchise holders to DeTeMedien, a subsidiary of Deutsche Telekom through which they gain access to brands, databases and distribution networks, while paying a substantial license fee to DeTeMedien. DeTeMedien’s structure includes a division in various directories, primarily local and regional white pages and regional yellow pages with a corresponding structure on the Internet. Most publishers avail themselves of independent sales agencies. During 2001, Eniro Windhager completed its commitments as a licensee of DeTeMedien and began the transition to an independent player during the fourth quarter. At the time of the acquisition, Windhager had a sales force of 71 independent sales agents. As part of the integration process and the introduction of Eniro’s sales and management concept, the company established its own sales organization with about 150 salespersons. 2001 1,171 300 25.6 72 1,271 Revenues, SEK M of which online, SEK M of which online, % Profit before depreciation (EBITDA), SEK M Number of full-time employees at year-end Germany Wer Liefert Was? GmbH Eniro Windhager Mediengruppe GmbH Poland Eniro Polska S.p.z.o.o Product portfolio Examples of products and services Internet services Directories Internet service www.wlw.de Eniro www.eniro.de Directories Internet service Panorama Firm www.pf.pl REVENUES ONLINE/OFFLINE 26% online 74% offline 22 Eniro framvagn eng. original 02-04-11 09.52 Sida 23 MARKET Like the rest of the EU, the German economy was characterized by lower GDP growth and rising inflation. The traditional advertising market amounted to SEK 176 billion, making it Europe’s largest. The German directory market amounted to SEK 11 billion, corresponding to 6 percent of the total advertising market1. This means that Germany is one of the least developed markets for directional media, and the growth potential is therefore considered substantial for both offline and online media. CUSTOMERS At the time of acquisition, Windhager was the market leader in the B2I segment in the BadenWürttemberg region. The Company primarily targets small and medium-size companies in the German B2I directory market that wish to reach buyers with local information. PRODUCTS During 2001, Eniro Windhager launched a new product and established a pricing strategy for both offline and online sales. To quickly increase awareness of Eniro Windhager and to strengthen the company’s image among advertisers and future users, a marketing campaign was launched in Stuttgart and Rems-Murr that was very successful. The directories for these two areas were published toward the end of 2001, and surveys show a high degree of usage. Eniro’s “Telefon & Branchen Komplettbuch” is based on the Swedish concept with three printed directories: industry listing, an alphabetic company listing, a listing of private persons and a map section. This concept is unique in the German B2I directory market. Advertisers and users view the product concept very positively. Concurrent with the first edition of Eniro’s directory, an Internet platform called eniro.de was launched with a search engine for company information. 1 Zenith Media, December 2001 (1 USD = 10.2 SEK) 23 WLW: SUCCESSFUL ONLINE B2B COMPANY Wer Liefert Was? (WLW) has changed completely from publishing printed directories to products and services for electronic media, meaning CD-ROM and Internet. WLW is one of Europe’s leading B2B suppliers with a focus on manufacturers and industrial service companies. Users are primarily professional purchasers, who through WLW gain access to information from 15 European countries in 11 different languages. WLW was consolidated by Eniro on December 31, 2000. The company, which is based in Hamburg, is the market leader in the B2B segment in Germany, Austria, Switzerland, Slovenia, Croatia and the Czech Republic. WLW entered the online market at an early stage, and in 1999, it became the first company in the B2B segment to devote itself exclusively to online directional media. More than 75 percent of sales are from products that did not exist five years ago. MARKET The German Internet advertising market is valued at SEK 1.3 billion, a decline from 2000, when the market amounted to SEK 1.5 billion1. The growth rate for new media in Germany has declined significantly, but this has also meant that WLW has been able to take market shares. The German Internet market shrank by more than half due to a combination of weak economic conditions and low Internet penetration (35 percent in Germany, compared with 62 percent in Sweden). The Internet advertising market corresponds to about 0.6 percent of the traditional advertising market, which is about half of the corresponding figure for the rest of Europe. CUSTOMERS Most customers are small and medium-size companies. By working in several different industries, WLW is less financially vulnerable than some competitors. WLW targets about 150,000 of Germany’s approximately 3 million companies. Eniro framvagn eng. original 02-04-11 09.52 Sida 24 Central Europe Region PRODUCTS The only offline products on the market are WLS CD-BOOK and CD-BOOK Central Europe. CD-BOOK was introduced in 2001 and contains information about export companies in 13 countries. WLW’s users can search among some 400,000 companies in 15 countries via WLW’s Internet service, which provides information about product ranges, sales areas, company management, certification, etc. About one million quotation requests were sent to advertisers during 2001. At the same time, nearly 12 million product and company searches were registered. MyWLW is a personalized service that was introduced in 2001. The service already has more than 20,000 registered users, which will allow WLW to start ecommerce shortly. Together with emfas.com in Sweden and Yritystele in Finland, a joint project was started during the autumn of 2001 that opens the door to the European B2B market for the Nordic companies. The Nordic region became more accessible for European companies. CUSTOMERS Eniro Polska has developed one of the largest and best updated databases of the country’s companies which is divided into B2B and B2I. The database contains information about nearly 700,000 companies. The company’s customers are primarily small and medium-size companies. PRODUCTS Panorama Firm is a national yellow pages service available in both online and offline formats. The directory is also available on a CD-ROM that can be purchased in stores. The WAP edition is used by 25,000 persons each month. There are also directories for niche areas, such as the construction industry, the automotive sector, exports and imports, pages on Warsaw in English and Warsaw for tourists. In addition, there are directories with local B2I information. The corresponding Internet service also has a strong position. E N I RO POLS KA: MAR KET LEAD E R S H I P Eniro acquired the Polish company Panorama Polska in May 2001. The integration process is intensive. New management was recruited, and the Eniro sales and management concept is being introduced. In March 2002, the company’s name was changed to Eniro Polska. Eniro Polska was founded in 1992 and is Poland’s largest directory company with operations nationwide. The product and service offering includes both traditional directory operations and online operations. Poland is Eastern Europe’s largest directory market. MARKET The Polish economy experienced high growth during the latter part of the 1990s. As one consequence of austere monetary policy and indications of political turbulence ahead, private consumption has decreased, which has affected companies’ willingness to invest. The traditional advertising market is valued at SEK 23 billion1 and the Internet advertising market is at SEK 125 M. Overall, Eniro Polska is the market leader in directional media in both offline and online forms. 1 Zenith Media, December 2001 (1 USD = 10.2 SEK) 24 Eniro framvagn eng. original 02-04-11 09.52 Sida 25 Eastern Europe Region: Market leader in a growth market Eniro is a leading player in Moscow and St. Petersburg in Russia and in the Baltic countries, Belarus and Ukraine. SALES AND PROFIT The Eastern Europe region reported revenues of SEK 190 M (154), corresponding to growth of 23 percent and accounting for slightly more than 4 percent of the Group’s total revenues. The region showed an operating loss before depreciation (EBITDA) of SEK 9 M (loss: 7). Online operations accounted for 26 percent of revenues. OFFLINE PRODUCTS Eniro produces both regional B2I directories and national B2B directories in all countries, as well as an international edition of the B2B directory Navigator. Growth for offline services during 2001 was mainly attributable to Russia, where Eniro foresees continued strong growth for printed products. ONLINE PRODUCTS During 2001, Eniro launched a new version of its B2B and B2I directories on the Internet in both the Baltic countries and other parts of Eastern Europe. Unlike conventional information lines or directory services, Eniro’s service offers broader content and a more extensive database for both fixed and mobile telephony. Eniro expects that demand for this service will continue to increase, particularly in Russia, due to the rapid increase in the number of mobile phones. In April 2001, the Estonian company AS Teabeliin (1188) became a wholly owned Eniro subsidiary. The acquisition of “1188,” the leading voice portal in Estonia with a market share of 44 percent, will generate synergy effects for Eniro Eesti. 2000 154 23 14.9 –7 1,037 Revenues, SEK M of which online, SEK M of which online, % Profit before depreciation (EBITDA), SEK M Number of full-time employees at year-end Belarus JV Eniro Belfakta Estonia Eniro Eesti AS AS Teabeliin Latvia Eniro Latvija SIA Lithuania Eniro Lietuva UAB Eniro InfoMedija UAB Product portfolio Examples of products and services Directories Internet services Business Belarus, Kontakt! www.btb.by Directories Internet services Telephony services Ärikataloog Kontakt!, www.arikataloog.ee, www.kontakt.ee 1188 infoabi Directories Internet services Telephony services Visa Latvia, Kontakti! www.visalatvija.lv, www.kontakti.lv Infoline 7 222222 Directories Internet services Telephony services Visa Lietuva, Kontaktas! www.visalietuva.lt 1588 2001 190 49 25.6 –9 1,116 REVENUES ONLINE/OFFLINE 26% online (15%) 74% offline (85%) Russia Eniro Moskva Eniro S:t Petersburg Ukraine Eniro Ukraina Directories Internet services Directories Yellow Pages www.yellowpages.ru Navigator, Kontakt! Directories Telephony services Kniga Mista Eniroline 9409888 Eniro framvagn eng. original 02-04-11 09.52 Sida 26 Board of Directors’ Report The Board of Directors and the President of Eniro AB (publ), corporate registration number 556588-0936, based in Stockholm, hereby submit the annual report and consoli-dated accounts for the 2001 fiscal year. ORGANIZATION The Eniro Group was established on July 1, 2000 when a number of companies with similar operations within the Telia group were grouped under the Parent Company Eniro AB (publ). Eniro is one of Europe’s leading companies in directional media – offline in the form of printed directories, as well as online, for example via the Internet, voice (directory assistance) and mobile solutions. The overall business concept is to provide information that connects buyers and sellers whenever there is a purchase intent and in a manner that facilitates transactions. As of January 1, 2001, Eniro’s operations are organized in the following regions: Sweden Region, operations in Sweden Nordic Region excl. Sweden, operations in Denmark, Finland and, as of January 1, 2002, Norway. Central Europe Region, operations in Germany, Poland, Austria and Switzerland. Eastern Europe Region, operations in Estonia, Latvia, Lithuania, Belarus, Ukraine and Russia. During 2001, Eniro published about 850 titles with a total circulation of about 35 million. Eniro conducts operations in 19 countries. OWNERSHIP Eniro AB (publ) has been listed on the Stockholm Exchange since October 10, 2000. Since 2001, the share has been listed on the Attract 40 list. A round lot consists of 100 shares, and each share carries one vote. On July 2, 2001, the Eniro share was included in the Stockholm Exchange’s OMX index with a weighting of 0.87 percent. During 2001, Telia divested its entire holding in Eniro, which on January 1, 2001 amounted to 49 percent of the total number of shares. On December 31, 2001, the number of shareholders was 5,732 (1,446). On April 23, 2001, SEAT Pagine Gialle S.P.A. announced a public offer to the shareholders and holders of warrants in Eniro. SEAT withdrew its offer in July, when the required majority of 50.1 percent of the outstanding shares was not obtained. ACQUISITIONS The market for directional media is characterized by consolidation, and Eniro is actively participating in this structural change. During the year, Eniro carried out a number of acquisitions. Among these, particularly: The German company Windhager Mediengruppe, a leading publisher of directional media in the German state of BadenWürttemberg, was acquired on January 1, 2001. Eniro acquired 75 percent of “Svar om Stockholm” in February and the remaining 25 percent in December. This service is marketed under the name 118 767 “Svar om Sverige.” AS Teabellin, the leading voice portal in Estonia, was acquired in full in April. Since Eniro was previously a part owner of the company, the acquisition did not affect Eniro’s consolidated revenues. The acquisition of the Polish directory company Panorama Polska Sp.z.o.o was approved by the Polish competition authorities in May. The consolidation of the company’s accounts began with the second quarter 2001. Eniro’s acquisition of the Finnish telecom company Elisa Communications’ directory operations, Direktia, was completed in November. Payment was in newly issued shares. The acquired operations comprise Finland’s second largest player in directional media and include publication of the official Yellow Pages in the Helsinki metropolitan area, as well as a leading directory assistance service. On November 20, Eniro announced a cash offer to the shareholders in Scandinavia Online AB (publ), (SOL), to acquire all shares in the company, which is listed on the Stockholm Exchange O-List and on the Olso Stock Exchange. SOL is the largest portal network in the Nordic region, with operations in Sweden, Norway, Denmark and Finland. By December 31, Eniro had acquired 97.9 percent of all outstanding shares. Both Direktia and SOL were consolidated in Eniro’s balance sheet as of December 31, 2001. The acquisitions did not affect the Group's income statement for 2001. 26 Eniro framvagn eng. original 02-04-11 09.52 Sida 27 SALES AND EARNINGS Eniro shows a continued strong trend. Revenues for the full year increased 50 percent and amounted to SEK 4,519 M (3,004). After elimination of acquired units, growth amounted to 11 percent, with the greatest relative growth of 23 percent occurring in the Eastern Europe Region. For the fourth quarter, revenues amounted to SEK 1,897 M (1,392), an increase of 36 percent, while growth excluding acquired units was 9 percent for the quarter. Online operations continued their strong growth rate in a weak market. Revenues for these operations amounted to SEK 925 M (442), corresponding to a growth of 109 percent. Organic growth for the full year was 41 percent, with increases noted in all regions. Revenues from online operations now account for about 20 percent of total revenues. Operating income before depreciation (EBITDA) improved by SEK 259 M or 29 percent to SEK 1,150 M (891). After elimination of acquired units, the improvement was 21 percent. Region Sweden accounts for the major share of the year’s results before depreciation, or SEK 1,059 M (884), an increase of 20 percent. The EBITDA margin in the Swedish operations improved to 44 percent (40) during the year. The Nordic Region excluding Sweden, reported a substantial earnings improvement, SEK 62 M (3). In the Central Europe Region, mainly Eniro’s B2B operation, Wer Liefert Was?, showed an improved earnings trend. In January 2001, Eniro acquired the Windhager Mediengruppe, with operations in Baden-Württemberg. Currently, the German market is largely controlled by DeTeMedien (Deutsche Telekom), which through licenses provide a large number of licensees access to the brand, databases and distribution networks. The goal in acquiring Windhager is to establish an independent challenger in the relatively undeveloped German market, which will require substantial and costly investments in marketing and sales. Eniro’s objective with the Windhager acquisition is to establish a new brand and improved product portfolio and at the same time open new geographical local markets. The strategic initiatives that are included in the planned realignment of Eniro Windhager were initiated in the fourth quarter of 2001. The year 2002 will be characterized by continued transformation of the company, and revenues are therefore expected to be sharply lower than in 2001. A positive revenue trend is expected in 2003. In conjunction with the 27 second edition of Eniro’s directories, an evaluation will be made to determine the pace of continued geographic expansion in Germany. Demand in the Polish market was weak during the year, which is the main reason for Eniro's operations showing a certain decline. Measures have been taken, which among other effects will result in a strengthened sales organization. Operating profit before goodwill amortization (EBITA) improved for the full year by SEK 200 M, or 23 percent, from SEK 865 in 2000 to SEK 1,065 M. Income for the year after tax amounted to SEK 453 M (489). OPERATING CASH-FLOW Cash flow from current operations during the year amounted to SEK 738 M. Cash flow for the year amounted to SEK 208 M, in which the acquisitions completed during the period resulted in a negative impact of SEK 1,208 M on cash flow. FINANCIAL POSITION The Group’s interest-bearing net debt increased SEK 991 M during the year, from SEK 969 M at January 1 to SEK 1,960 M at year-end. At December 31, 2001, the equity/assets ratio was 54 percent, a slight improvement compared with 50 percent at yearend 2000. The debt/equity ratio declined slightly to a multiple of 0.39 (0.40). The ratio between interest-bearing net debt and operating profit before depreciation was a multiple of 1.7 (1.1). Return on equity for the most recent 12-month period was 13 percent (33). Cash Earnings (calculated as net income for the year with reversal of the year’s depreciation) per share amounted to SEK 5.12 (4.28), an improvement of 20 percent, while earnings per share amounted to SEK 2.80 (3.26). PERSONNEL The average number of employees, salaries and compensation and benefits for senior executives are reported in Notes 3 and 4. PARENT COMPANY The Parent Company Eniro AB (publ) had 35 employees on December 31, 2001. The Parent Company’s sales, which primarily consist of license revenues, amounted to SEK 71 M. Eniro framvagn eng. original 02-04-11 09.52 Sida 28 Board of Directors’ Report COMPANY MANAGEMENT The Board of Directors of Eniro AB (publ) currently consists of six members elected by the Annual General Meeting and one representative appointed by the employees. Telia’s CEO Marianne Nivert resigned from the Board in December 2001. According to its working procedures, the Board of Directors should meet about six times a year, with one meeting devoted to general strategy issues. In addition to the ordinary Board meetings, a number of extra meetings were held in view of the acquisitions made during the year. The Company’s auditors participate in the Board of Directors’ annual year-end meeting. The Board of Directors has established two committees, a Compensation Committee and a Nominating Committee. The Compensation Committee prepares documentation for decisions on certain matters. The Nominating Committee’s task is to consult the major owners and to propose names for the next Board of Directors. Group management consists of five persons and includes Lars Guldstrand, President and Chief Executive Officer; Lennart Bernard, Chief Financial Officer; Mikael Engqvist, Chief Legal Officer; Mats Eklund, Senior Vice President, Market and Business Development; and Bertil Levin, Senior Vice President, Organizational Development, Business Concept and Human Resources. PRO FORMA INFORMATION, ETC. In this report, consolidated financial information for 2000 has been prepared pro forma, based essentially on the Group structure that was finalized during the first half of 2001. Detailed information about the assumptions underlying the pro forma accounts is available in the prospectus issued to the market in connection with the Company’s initial listing on the Stockholm Exchange’s O-List. The prospectus can be ordered from Eniro. IMPORTANT EVENTS AFTER THE CLOSING DATE Eniro’s ownership interest in SOL at the end of January 2002 amounted to 99.2 percent of the total number of shares. Eniro has requested compulsory redemption of all outstanding shares. SOL was de-listed from the Stockholm Exchange and the Oslo Stock Exchange on January 16, 2002. In February 2001, proceedings were initiated against Gulan AB and Mediaförlaget Företagstele AB, which are Swedish subsidiaries of Tele Danmark, regarding their product Gulan, which infringes on Eniro’s copyright-protected product Gula Sidorna. According to a temporary injunction issued by the Court of Appeal, the two companies were prohibited, by penalty of fine, from continuing this infringement. The main hearing at the district court is scheduled to take place during the spring of 2002. OUTLOOK FOR 2002 The economic trend in the near future is characterized by substantial uncertainty. A general consensus is that the media market will be characterized by continued weak development during 2002, with more positive signs in the second half of the year. Eniro’s assessment is that sales during 2002 will show continued growth, but at a lower pace than in the preceding year. DIVIDEND In conjunction with Eniro’s exchange listing, the Board of Directors stated that the Company’s dividend averaged over time would correspond to about 30 percent of profit for the year. Among other things, this assumes that the Company is not deemed to require these liquid funds for acquisitions, for example. PROPOSED DISTRIBUTION OF EARNINGS The Group’s unrestricted equity according to the consolidated balance sheet amounts to SEK 1,778 M. Transfer to restricted equity is not required in the Group. The following funds in the Parent Company are available for distribution by the Annual General Meeting: Loss for the year –265,232,533 Balance carried forward from preceding year 1,820,259,988 Total 1,555,027,455 The Board of Directors and the President propose: that a dividend of SEK 0.70 per share be paid to the shareholders 123,326,666 that the remaining funds be carried forward 1,431,700,789 Total 1,555,027,455 28 Eniro framvagn eng. original 02-04-11 09.52 Sida 29 Consolidated Income Statement SEK M OPERATING REVENUES Gross operating revenue Advertising tax Operating revenues OPERATING EXPENSES Production costs Sales costs Marketing costs Administration costs Product development costs Other revenues Other costs Operating income before interest, taxes and amortization Note 1, 2 Jan.–Dec. 2001 Jul.–Dec. 2000 Pro forma Jan.–Dec. 2000 4,636 –117 4,519 1,867 –124 1,743 3,212 –208 3,004 –1,282 –1,361 –275 –499 –60 33 –10 1,065 –478 –425 –125 –160 –31 10 –5 529 –848 –752 –222 –286 –55 24 865 –290 775 –64 465 –127 738 6 Amortization of goodwill Operating income before interest and taxes Net financial loss Earnings before tax and minority interests 7 –83 692 –24 441 –27 711 Taxes Minority interest 8 –242 3 –105 –1 –220 –2 453 335 489 NET INCOME 29 Eniro bakvagn engelska 02-04-11 09.50 Sida 30 Consolidated balance sheet SEK M ASSETS Fixed assets Goodwill Other intangible fixed assets Tangible fixed assets Deferred tax claim Interest-bearing fixed assets Total fixed assets Dec. 31, 2001 Dec. 31, 2000 6,141 48 333 295 10 6,827 2,998 23 156 55 11 3,243 23 179 1,360 176 14 82 1,834 76 1,025 72 23 40 1,236 Other interest-bearing current assets Short-term investments Cash and bank Total interest-bearing current assets Total current assets TOTAL ASSETS 2 4 585 591 2,425 9,252 79 282 361 1,597 4,840 SHAREHOLDERS’ EQUITY AND LIABILITIES Restricted equity Share capital Restricted reserves 176 3,023 150 701 Unrestricted equity Unrestricted reserves Net income Total shareholders’ equity 1,325 453 4,977 1,211 335 2,397 - 5 Current assets Stock Work in progress Accounts receivable Prepaid expenses and accrued revenues Current income tax receivable Other non-interest bearing current assets Total non-interest bearing current assets Note 9 10 11 8 14 16 Minority interest Provisions Provisions for pensions Other provisions Total provisions 17 18 85 311 396 71 153 224 Interest-bearing long-term liabilities 19 2,343 1,270 20 407 286 375 335 1,403 254 188 220 282 944 Current liabilities Accounts payable Current tax liabilities Accrued expenses and prepaid revenues Other non-interest bearing liabilities Total non-interest bearing liabilities Interest-bearing current liabilities Total current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 19 133 1,536 9,252 944 4,840 Pledged assets Contingent liabilities 21 21 259 6 0 93 30 Eniro bakvagn engelska 02-04-11 09.50 Sida 31 Consolidated cash-flow statement SEK M Current operations Operating income before financial items Note Jan. -Dec. 2001 775 Adjustment for items not included in cash flow Depreciation of fixed assets, excluding goodwill Amortization of goodwill Provisions Unrealized exchange-rate losses 85 290 29 7 Interest received Interest paid Taxes paid Cash-flow from current operations before changes in working capital 30 –122 –225 869 Cash-flow from changes in working capital Increase in work in progress Increase in current receivables Increase in current liabilities Cash-flow from current operations –108 –133 110 738 Investment operations Investments in subsidiaries Investments in intangible fixed assets Investments in tangible fixed assets Cash-flow from investment operations 13 Financing operations Changes in loans Dividend Cash-flow from financing operations 987 –101 886 CASH-FLOW Total interest bearing assets at beginning of period Exchange difference in liquid assets Total interest bearing assets at end of period 31 –1,208 –37 –171 –1,416 208 15 361 22 591 Eniro bakvagn engelska 02-04-11 09.50 Sida 32 Parent company income statement SEK M OPERATING REVENUES Note EXPENSES Marketing costs Administration costs Other revenues Other costs Operating loss 6 Net financial loss Loss after net financial items 7 Appropriations Tax on current year’s loss Taxes LOSS FOR THE YEAR 8 Jan.-Dec. 2001 71 Mar.-Dec. 2000 - –35 –102 0 –3 –69 –2 –2 –27 –96 –10 –12 –272 - 103 3 –265 –9 32 Eniro bakvagn engelska 02-04-11 09.50 Sida 33 Parent company balance sheet SEK M ASSETS Fixed assets Tangible fixed assets Shares in subsidiaries Deferred tax claim Interest-bearing receivables from Group companies Total fixed assets Dec. 31, 2001 Dec. 31, 2000 1 4,441 0 248 4,690 2,602 301 2,903 0 1,341 1 8 1,350 1,539 1,539 Interest-bearing receivables from Group companies Cash and bank Total interest-bearing current assets Total current assets TOTAL ASSETS 1,010 1 1,011 2,361 7,051 1,539 4,442 SHAREHOLDERS’ EQUITY AND LIABILITIES Restricted equity Share capital Share premium reserve New issue in progress 176 2,446 - 150 48 533 Unrestricted equity Retained earnings Loss for the year Total shareholders’ equity 1,820 –265 4,177 1,078 –9 1,800 272 - Current assets Accounts receivable Receivables from Group companies Prepaid expenses and accrued revenues Other non-interest bearing current assets Total non-interest bearing current assets Note 11 13 14 16 Untaxed reserves Tax allocation reserve Provisions Provisions for pensions Total provisions 17 0 0 - Interest-bearing long-term liabilities 19 782 2,568 11 17 228 18 1 275 7 25 1 33 1,513 32 1,545 41 41 1,820 7,051 74 4,442 1,732 0 95 Current liabilities Accounts payable Liabilities to Group companies Tax liabilities Accrued expenses and prepaid revenues Other non-interest bearing liabilities Total non-interest bearing liabilities Interest-bearing current liabilities to Group companies Other interest-bearing liabilities Total interest-bearing liabilities 20 19 Total current liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES Pledged assets Contingent liabilities 33 21 21 Eniro bakvagn engelska 02-04-11 09.50 Sida 34 Parent company cash-flow statement SEK M Current operations Loss before financial items Net of Group-internal interest payments Net of interest paid and realized exchange differences Taxes paid Cash-flow from current operations before changes in working capital Note –69 25 –56 –1 –101 Cash flow from changes in working capital Increase in current receivables Increase in current liabilities Cash-flow from current operations Investment operations Investments in subsidiaries Investments in tangible fixed assets Cash-flow from investment operations –9 7 –103 13 Financing operations Amortization of loans Net change in financial receivables and liabilities with Group companies Dividend Cash-flow from financing operations Total interest bearing assets at end of period –751 –1 –752 –1,757 2,714 –101 856 CASH-FLOW FOR THE YEAR Total interest bearing assets at beginning of period Jan. -Dec. 2001 1 15 0 1 34 Eniro bakvagn engelska 02-04-11 09.50 Sida 35 Accounting and valuation principles GENERAL ACCOUNTING PRINCIPLES The annual report was prepared in accordance with the Annual Accounts Act and recommendations issued by the Swedish Financial Accounting Standards Council and the general recommendations and guidelines published by the Swedish Accounting Standards Board. ESTABLISHMENT OF THE ENIRO GROUP Eniro AB (publ) was established in March 2000 for the purpose of acquiring and independently operating Telia’s various directory businesses. Through restructuring, Eniro AB (publ) acquired virtually all of Telia’s directory operations. This restructuring included establishing Eniro AB (publ) and the acquisition by Eniro AB (publ) of shares in certain Telia subsidiaries. The operations acquired by Eniro AB (publ) had been conducted in a separate business unit within Telia since 1991. Most of the acquisitions were completed on June 30, 2000. Certain parts of the restructuring that are reflected in the Group’s pro forma accounts had not been completed on June 30, 2000. The Finnish directory operations were acquired on September 20, 2000, and TIM Varumärken AB, which owns certain trademarks used in Eniro’s operations and is a party in the contract with KPN through its wholly owned subsidiary TIMI Nederlands BV, was acquired on January 17, 2001. PRO FORMA ACCOUNTS Prior to the exchange listing on October 10, 2000, a prospectus was prepared with financial pro forma information. The consolidated pro forma accounts and other pro forma information that were included in the prospectus were gathered from historical financial records for the included companies and operations that were acquired by Eniro through restructuring as if the restructuring had taken place on January 1, 1995. In the interest of providing the best possible description of the operations conducted during the year 2000, this annual report includes information for the entire fiscal year 2000 in the same manner as in the prospectus. Net financial items 2000 is a pro forma indication of what the company’s earnings would have been if the company had been an independent entity. CONSOLIDATED ACCOUNTS The consolidated accounts include the Parent Company and all of its subsidia- 35 ries. Subsidiaries are considered companies in which the Parent Company directly or indirectly controls more than 50 percent of the voting rights or otherwise exercises a controlling influence. Eniro’s consolidated accounts have been prepared in accordance with the purchase method as described in recommendation RR 1:96 issued by the Swedish Financial Accounting Standards Council. This means that the assets and liabilities of acquired subsidiaries are reported in the consolidated balance sheet at market value in accordance with an acquisition analysis. If the acquisition price of shares in a subsidiary exceeds the estimated market value of the acquired company’s net assets, the difference is reported as consolidated goodwill. Untaxed reserves, which occur in the accounts of companies in certain countries, are reported in the consolidated accounts in part as a deferred tax liability and in part as restricted reserves. The deferred tax liability is calculated according to the prevailing tax rate in each country. Eniro’s foreign subsidiaries are independent foreign businesses. These companies’ income statements and balance sheets are translated to SEK in accordance with recommendation RR8. The assets and liabilities of foreign subsidiaries are translated at the exchange rate on the closing date, while the income statements are translated at the average exchange rate for the fiscal year. Translation differences arising in this manner are booked directly against consolidated shareholders’ equity. FOREIGN CURRENCY In the Parent Company and in the Group companies, receivables and liabilities in foreign currencies are reported in accordance with RR8, which means that all receivables and liabilities in foreign currencies are translated at the exchange rate on the closing date in the consolidated accounts. In cases where an asset or an investment is effectively hedged against exchange-rate fluctuations by a liability in the corresponding foreign currency, no adjustment is made in the book value. The Board of Directors has established an exchange rate policy that in brief means that undesirable currency risks shall be eliminated as economically feasible for the Group. Currency risks can be divided into transaction exposure, consisting in part of the net of the Group’s incoming and out- Eniro bakvagn engelska 02-04-11 09.50 Sida 36 Accounting and valuation principles going cash-flows in foreign currencies and in part of the net of financial receivables and liabilities, including interest payments, and translation exposure, which relates to adjusted shareholders’ equity in foreign subsidiaries and associated companies on the latest closing date. Transaction exposure The basic rule is that the Group’s known transaction exposures shall be hedged. Known exposure refers to invoicing, contracts and in some cases cash flows. Each Group company shall cover its exposure through Eniro Treasury, which is the Group’s in-house bank. This means that the Group’s exposure in practice corresponds to the currency transactions that Group companies have conducted with Eniro Treasury. Translation exposure Eniro Treasury is responsible for regularly estimating and analyzing the Group’s translation exposure. In deciding on hedging measures, the costs for the measures are weighed against the risk reduction obtained. VALUATION AND DEPRECIATION/AMORTIZATION OF TANGIBLE AND INTANGIBLE FIXED ASSETS Fixed assets are included in the balance sheet at the acquisition value reduced by accumulated depreciation according to plan. The depreciation plan for these assets is based on their estimated economic lifetime. The following depreciation/amortization periods are applied: Intangible assets Goodwill is amortized according to plan in the balance sheet. The amortization period is determined individually for each acquisition taking into account the estimated economic lifetime. The amortization period varies between 5 and 20 years. Reported goodwill is reviewed in conjunction with every year-end report. Any write-down is charged against consolidated income. WORK IN PROGRESS The value of work in progress consists of capitalized production costs and sales costs. An individual assessment is made regarding balanced amounts for each individual directory. In the balance sheet, work in progress is reported as a deduction for advances from customers. PRODUCT DEVELOPMENT COSTS Product development costs, primarily for the development of new online services, are expensed as they are incurred. REVENUE RECOGNITION Revenues from directory operations are reported when the directory is distributed. Production costs, as well as direct sales costs, are carried on the balance sheet until that date, whereupon they are expensed. Directories are normally distributed annually. TAXES In the consolidated accounts, both current and deferred taxes are reported. In reporting income taxes, the balance sheet method is applied in accordance with recommendation RR9. According to this method, deferred tax liabilities and receivables are reported for all temporary differences between book values and values for tax purposes of assets and liabilities. Additional deferred tax liabilities are reported when it is considered probably that there will be loss carryforwards that can be used in the future. Deferred tax liabilities and receivables are estimated on the basis of the anticipated tax rate on the expected date for reversal of the temporary difference. The effects of changes in prevailing tax rates are booked during the period in which the change is adopted. Deferred tax receivables are valued and reduced by a valuation reserve to the extent that the Company is unable to determine the probability that the underlying tax receivable will be realized within the foreseeable future. In the pro forma accounts, standard tax has been calculated at a rate of 28 percent of consolidated income with consideration taken to amortization of goodwill not deductible for tax purposes. Tangible assets Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10–50 year Equipment, tools and fittings . . . . . . . . . . . . . . . . . .3–5 year 36 Eniro bakvagn engelska 02-04-11 09.50 Sida 37 Notes Note 1 Revenues and operating income before depreciation by geographic business area SEK M Pro forma SEK M 2001 2000 1999 4,519 3,594 925 2,409 1,916 493 651 568 83 1,171 871 300 190 141 49 98 3,004 2,562 442 2,184 1,829 355 575 511 64 154 131 23 91 2,649 2,440 209 1,887 1,721 166 529 505 24 141 121 20 93 Operating income before interest, taxes, depreciation and amortization (EBITDA) 1,150 Margin, % 26 Sweden 1,059 Margin, % 44 Nordic, excl. Sweden 62 Margin, % 10 Central Europe 72 Margin,% 6 Eastern Europe –9 Margin,% –5 Other –34 891 30 884 40 3 1 –7 –4 11 769 29 644 34 90 17 2 1 33 Total operating revenues Offline revenues Online revenues Sweden Offline revenues Online revenues Nordic, excl. Sweden Offline revenues Online revenues Central Europe Offline revenues Online revenues Eastern Europe Offline revenues Online revenues Other operating revenues Total Q4 Q3 Q2 Q3 Q2 Q1 1,059 62 72 –9 –34 1,150 581 79 –39 19 1 641 43 –10 –44 –5 –16 –32 320 15 7 –11 –18 313 115 –22 148 –12 –1 228 883 2 –5 11 891 447 77 11 10 545 29 –37 –10 0 –18 327 8 1 –3 333 80 –46 –7 4 31 Note 3 Employees Average full-time employees Total Sweden 634 Denmark 334 Finland 297 Germany 378 Poland 733 Estonia 195 Latvia 138 Lithuania 184 Russia 313 Belarus 116 Ukraine 160 Other countries and regions 124 Total 3,606 Pro forma 2000 Men, % 46 60 36 58 41 19 22 29 28 27 32 50 41 Total 553 312 239 175 164 169 310 105 115 2,142 Men, % 60 42 35 24 24 26 45 33 48 42 Q1 1,093 279 386 114 25 1,897 238 145 185 27 24 619 716 149 211 37 24 1,137 362 78 389 12 25 866 Operating revenues 2000 Pro forma Sweden 2,184 1,033 Nordic, excl. Sweden 575 254 Central Europe Eastern Europe 154 82 Other 91 23 Total 3,004 1,392 194 124 21 22 361 654 127 36 25 842 303 70 15 21 409 37 Q4 The number of employees at year-end was 4,151 (2,381). Note 2 Revenues and EBITDA by quarter Operating revenues 2001 Sweden 2,409 Nordic, excl. Sweden 651 Central Europe 1,171 Eastern Europe 190 Other 98 Total 4,519 EBITDA 2000 Pro forma Sweden Nordic, excl. Sweden Central Europe Eastern Europe Other Total Total 2001 Operating income includes net exchange losses of 0.1. Of the Parent Company’s revenues, 100% are from Group companies. SEK M EBITDA 2001 Sweden Nordic, excl. Sweden Central Europe Eastern Europe Other Total Note 4 Salaries, other remuneration and payroll overheads 2001 SEK M Parent Company Of which, pension costs Subsidiaries Of which, pension costs Group total Of which, pension costs 1) Pro forma 2000 Salary and other Payroll remuneration overheads 29 773 802 15 5 194 43 209 48 1) Salary and other Payroll remuneration overheads 1 407 408 0 155 46 155 46 1) Of the Group’s pension costs, SEK 3 M (1) relate to the Board of Directors and the President. Eniro bakvagn engelska 02-04-11 09.50 Sida 38 Notes Note 4 Continuation Salaries and other remunerations distributed by country and between menbers of the board and other employees, and others 2001 SEK M Board of Directors Pro forma 2000 Other employees Of which bonus to Board of and president Board of Directors Directors and president Other employees and president Of which bonus to Board of Directors and president Sweden Denmark Finland German Poland Estonia Latvia Lithuania Russia Belarus Ukraina Other countries and regions Group total 9 1 1 13 4 1 0 1 1 0 1 3 35 225 140 76 155 95 11 8 10 27 4 2 14 767 2 0 4 0 1 7 In accordance with decisions by the Annual General Meeting regarding compensation to the Chairman, Vice Chairman, other elected members and employee representatives and their deputies, SEK 1,470,000 (1,057,000) was paid. Of this amount, the Chairman, Björn Svedberg, received SEK 450,000 (450,000). Board member John Abrahamson was requested to perform work in addition to his duties as Board member for which he received SEK 750,000 in compensation. No fees are paid to members who are employed within the Group. Lars Guldstrand, President and CEO, received a total of SEK 4.9 M (3.2) in compensation and other benefits. Of this amount, SEK 1.8 M (0.9) was a bonus. The bonus to the President and CEO can amount to at most 70% of the base salary. 5 1 1 1 0 1 1 0 1 11 SEK M Benefits for senior executives Termination and severance pay The President and certain other executives in the company have contracts that provide severance pay if the person’s employment is terminated at the company’s request. In no case does the severance pay exceed 24 months’ salary. Pensions For the President and CEO, Lars Guldstrand, relating to the Company's premium for pension insurnace corresponding to at most 43% of salary excluding bonus. During 2001 pension costs amounted to SEK 1,559,000 (715,000). A retirement pension is calculated to be paid that amounts to 65% of the basic salary at the age of 60. Employees in Sweden are covered by defined-benefit pension plans. The Parent Company and the Swedish subsidiaries follow the ITP agreement. The Group’s employees in other countries are normally covered by defined-benefit pension plans. Payments to these plans are normally a part of the employee’s salary. Pension commitments for Swedish employees are calculated by PRI. Other pro forma revenues during the first half of 2000 include SEK 18 M in pension repayments from SPP. EXPENSES Other financial expenses External financial interest expenses Internal financial interest expenses Total Total net financial items GROUP SEK M Ernst & Young, auditing assignments Ernst & Young, other assignments Other auditors, auditing assignments PARENT COMPANY 2001 2000 2001 2000 3 11 4 2 0 1 0 10 - 0 - Note 6 Amortization/depreciation GROUP PARENT COMPANY Pro forma Production costs Sales costs Marketing costs Administration costs Product development costs Total GROUP Pro forma 2000 2001 2000 PARENT COMPANY 2001 2000 71 21 92 9 3 12 13 21 34 58 1 80 139 9 0 17 26 73 8 12 59 - 102 28 49 58 21 175 36 –83 –24 61 –27 49 166 –27 15 36 –10 Consolidated net financial items include a net exchange gain of 7.3. Figures for 2000 are pro forma SEK M 1 0 1 Note 7 Net financial items INCOME Other financial income External financial interest income Internal financial interest income Total Note 5 Auditing fees 190 129 40 8 9 8 9 2 2 397 2001 2000 2000 2001 2000 15 28 3 38 1 85 1 3 0 8 12 2 6 0 18 26 0 0 0 - Note 8 Tax Components of tax expense SEK M GROUP Pro forma 2000 2001 2000 Current tax expense 305 Adjustments recognized for current tax of prior periods 5 Deferred tax expense relating to origination of temporary differences 106 Deferred tax income relating to reversal of temporary differences –46 Deferred tax income relating to tax loss –128 Deferred tax income relating to tax loss 242 Current tax expense relating to items credited to equity Total tax expense for the year 242 PARENT COMPANY 2001 2000 106 –103 –3 47 - - –20 - - –28 - - 105 –103 -3 331 228 3 105 220 38 Eniro bakvagn engelska 02-04-11 09.50 Sida 39 Notes Note 8 Continuation GROUP Explanation of the relationship between tax expense and accounting profit GROUP SEK M 2001 Accounting profit Tax at the domestic rate of 28% Tax effect of - expenses that are not deductible for tax puposes - revenues that are not taxable - amortization of goodwill that is not deductible for tax purposes Effect of higher tax rates outside Sweden Effect of higher tax rates outside Sweden 692 194 18 –2 53 –22 242 Components of deferred tax receivable and defered tax liability SEK M Acquisition value on opening date Investments during the year Divestment Translation differences for the year Total Accumulated amortization on opening date Amortization for the year Divestment Translation differences for the year Total Residual value of other intangible fixed assets according to plan on closing date 2001 2000 28 50 –6 6 78 8 20 0 0 28 –5 –31 6 0 –30 –4 –1 0 0 –5 48 23 GROUP SEK M 2001 Defferred tax receivable Relating to unused tax losses Relating to deductible temporary differences Deferred tax liabilites offset Deferred tax receivable recognized in income statement Deferred tax liabilities Taxable temporary differences Relating to deferred tax receivables offset Deferred tax liabilties recognized in income statement 302 113 –120 295 The acquisition value and accumulated depreciation on the opening date represent the values transferred when the Group was established on July 1, 2000. Buildings and land 175 –124 51 Note 9 Goodwill The acquisition value and accumulated amortization on the opening date for 2000 represent the values transferred when the Group was established on July 1, 2000. GROUP SEK M Note 11 Tangible fixed assets 2001 2000 Acquisition value on opening date Investments during the year Translation differences for the year Total 3,294 3,122 340 6,756 2,039 1,167 88 3,294 Accumulated amortization on opening date Amortization for the year Translation differences for the year Total Residual value of goodwill according to plan on closing date –296 –290 –29 –615 –230 –64 –2 –296 6,141 2,998 GROUP PARENT COMPANY SEK M 2001 2000 2001 2000 Acquisition value on opening date Investments during the year Sales /disposals Translation differences for the year Total 78 80 0 8 166 15 62 0 1 78 - - Accumulated depreciation on opening date –7 Depreciation for the year –8 Sales and disposals 0 Translation differences for the year –1 Total –16 Residual value of buildings and land according to plan on closing date 150 –6 0 0 –1 –7 - - 71 - - Equipment Goodwill included in the residual value and for which amortization is deductible for tax purposes Denmark 258 Finland 882 Germany 823 Total 1,963 Note 10 Other intangible fixed assets The acquisition value and accumulated amortization for 2000 represent the values transferred when the Group was established on July 1, 2000. 39 GROUP PARENT COMPANY SEK M 2001 2000 2001 2000 Acquisition value on opening date Acquisition value for Finland on opening date Investments during the year Sales and disposals Translation differences for the year Total 226 186 –40 24 396 147 40 33 –2 8 226 1 1 - –104 - - –23 –11 2 –5 –141 0 0 - 85 1 - 156 1 - Accumulated depreciation on opening date –141 Accumulated depreciation for Finland on opening date Depreciation for the year –94 Sales and disposals 35 Translation differences for the year –13 Total –213 Residual value of buildings and land according to plan on closing date 183 Residual value of tangible fixed assets according to plan on closing date 333 Eniro bakvagn engelska 02-04-11 09.50 Sida 40 Notes Not 12 Leasing contracts Contracted leasing fees relating to operational leasing contracts. SEK M GROUP - Due during 2002 98 - Due between 2003 and 2006 198 - Due 2007 and later - Fees for operational leasing contracts amounting to SEK 132 M (52) were charged against income for the year. Not 13 Shares and participations in Group companies Shares and participations owned directly or indirectly by the Parent Company Book value on Dec. 31, 2001 Book value on Dec. 31, 2000 Share capital, % SEK M SEK M 0 0 0 - 1,743 105 1,615 105 189,750 1,000 100 100 100 100 100 75 100 87 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Name Corp. reg. no. Head office Handlalokalt i Din Del AB TIM Varumärke AB TIMI Nederlands BV Eniro Danmark A/S Eniro International AB Belfakta SP Budapest Projekt 92 KFT CJSC TeleMedia Ukraina Eniro Eastern Europe Holding AB Eniro Eesti AS AS Teabellin OU Ärikataloog Eniro Estland AB Eniro Lettland AB Eniro Lietuva UAB Eniro Infomedija UAB Eniro Nederland AB Magyar Herold Business Data KFT OOO Eniro Rus-S OOO Eniro Rus-M TeleMedia International BV TeleMedia Schweiz AG SIA Eniro Latvija TeleMedia Svenska AB 556572-1502 556580-8515 33.25 94 60 224595 556429-6670 1047 01-09-362834 23511074 556606-0140 10029016 10009841 10656517 556445-0921 556445-6894 UL 93-64 AB 93-888 556474-9108 01-09-164362 228896 100844 3325.9460 CH-020.3.005.530-0 000308840 556465-2013 Stockholm Stockholm Amsterdam Copenhagen Stockholm Minsk Budapest Kiev Stockholm Tallinn Tallinn Tallinn Stockholm Stockholm Vilnius Vilnius Stockholm Budapest S:t Petersburg Moscow Amsterdam Zurich Riga Stockholm No. of shares Eniro Sverige AB Din Del AB Eniro Förlagslån AB Eniro Försäljning AB Lindgren & Co Data AB Eniro Svar om Sverige AB Emfas företagskatalogen HB Gula Sidorna HB 556445-1846 556053-2409 556598-3359 556580-1965 556423-9704 556544-2331 969630-7355 969629-3753 Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm Stockholm 500,000 200,000 1,000 1,000 1,000 20,000 100 100 100 100 100 100 260 260 Scandinavia Online AB Scandinavia Online Content AB Bilguiden Skandinavia AS Bilguiden Norge AS Bilguiden Danmark A/S Bilweb Sverige AB 556551-9989 556549-0892 980858812 980858847 24224635 556546-3758 Stockholm Stockholm Oslo Oslo Copenhagen Stockholm 44,536 1,000 272,368 50,000 500 1,000 98 100 100 100 100 100 520 - 1,000 1,000 200 24,000 1,000 1,000 2,500 510 1 100 100 3,000 100 1,000 1 1 40 40 Eniro bakvagn engelska 02-04-11 09.50 Sida 41 Notes Not 13 Continuation Netbonus Holding AB Scandinavia Online Passagen AB Scandinavia Online AS Scandinavia Online A/S 556575-7480 556556-0900 974209314 18412896 Stockholm 3,640 Stockholm 1,000 Oslo 1,383,038 Copenhagen 4,020 100 100 100 100 Netstationen A/S Subnet ApS Netlogin.dk ApS Scandinavia Online Portal A/S Din Side AS Try Tidningar AB Inside Finans AB 21030074 21511846 10004926 20421096 977353599 556585-4501 556546-3170 Copenhagen 667 Copenhagen 200 Copenhagen 400 Copenhagen 500 Oslo 1,800,000 Stockholm 1,000 Stockholm 1,000 100 100 100 100 100 100 100 Oy Eniro Finland Ab Internetpalvelu Suomen Kaupunki-info Ay Telia Kauppatori Ay 0100130-4 1100595-8 1546403-5 Turku Turku Turku 60,000 100 50 50 15 15 OY Eniro Ds Ab 1726828-1 Helsinki 8,000 100 0 - Eniro Deutschland GmbH Wer Liefert Was? GmbH WLW Vermögensverwaltungs GmbH Wer liefert was? GmbH Switzerland Wer liefert was? GmbH Austria Wer liefert was? Spol. S.r.o. Czech Republic Wer liefert was? D.o.o Slovenia Wer liefert was? D.o.o Croatia Eniro Windhager GmbH Esenza Werbeagentur, GmbH HRB 77757 HRB 44606 HRB 44606 CH 170.4.001.503-4 108453 62584669 Srg 98/01016 80282955 HRB 22085 HRB 21868 Hamburg Hamburg Hamburg Baar Klosterneuburg Prague Celie Zagreb Stuttgart Stuttgart 534 85 517 90 Panorama Polska Sp.z.o.o RH B 31000 Warsaw 1,179 - 4,441 2,602 1 2 1,035,209 100 1001) 100 100 100 100 100 100 100 100 100 Total 1) Of which, 5.1% directly owned by Eniro AB (publ). Note 14 Prepaid expenses and accrued revenues The following companies and operations were acquired during 2001: Company/operation Acquisition date TIM Varumärke AB Scandinavia Online koncernen Eniro Svar om Sverige AB OY Eniro Ds Ab AS Teabellin 60% Panorama Polska Sp.z.o.o Eniro Windhager GmbH 01-17-01 12-31-01 02-09-01 / 12-31-01 12-31-01 03-31-01 03-31-01 01-01-01 Legal GROUP SEK M Other prepaid expenses Accrued revenues Total PARENT COMPANY 2001 2000 2001 2000 176 0 176 72 0 72 1 1 0 0 Total purchase prices for the year’s acquisitions SEK M GROUP PARENT COMPANY Purchase consideration including other acquisition costs - of which, non-cash issues - of which, amounts not yet paid Less liquid funds on acquisition date Total costs for acquisitions during the year 3,800 (1,891) (220) (481) 1,208 41 1,712 (957) (4) 751 Note 15 Liquid funds Liquid funds consist primarily of cash in banks and current investments in companies acquired on January 1, as well as in foreign units that are not included in the Group’s central accounts system. Eniro bakvagn engelska 02-04-11 09.50 Sida 42 Notes Note 16 Shareholders’ equity Parent Company SEK M Note 18 Other provisions Share New Share premium issue in capital reserve progress Shareholders’ equity on opening date 150 New issue 26 Dividend Group contributions granted/received Loss for the year Shareholders’ equity on December 31, 2001 176 48 2,398 Retained earnings 533 –533 2,446 0 GROUP 2001 2000 2001 1,069 1,800 1,891 –101 –101 852 852 –265 –265 Provision for deferred tax liability Provision for restructuring measures Other non-interest bearing provisions Total 51 212 48 311 104 46 3 153 - 1,555 4,177 Note 19 Liabilities to credit institutions Share capital consists of 176,180,952 shares (150,000,000), each with a par value of SEK 1. Number of shares Number of shares on January 1, 2001 New issues in conjunction with acquisitions Wer Liefert Was? Panorama Polska Direktia OY Number of shares on December 31, 2001 GROUP SEK M Shareholders’ equity on opening date Shareholders’ contribution in conjunction with acquisitions Dividend Translation difference for the year Transfer from restricted to unrestricted reserves Net income for the year Shareholders’ equity on December 31, 2001 2000 - PARENT COMPANY 2001 2000 2001 2000 Liabilities to credit institutions 2,345 1,270 784 2,568 150,000,000 Approved credit limits 2,800 1,700 1,200 1,700 5,725,287 8,197,400 12,258,265 176,180,952 Interest-bearing debt has the following maturities: Maturities for debts to credit institutions – during 2002 Group SEK M PARENT COMPANY SEK M Total GROUP PARENT COMPANY 2001 2001 2,345 784 Share Restricted Unrestricted capital reserve reserves Total 150 701 1,546 2,397 26 1,865 99 –101 238 1,990 –101 238 457 176 3,023 –457 453 1,778 0 453 4,977 Note 20 Accrued expenses and prepaid revenues GROUP PARENT COMPANY SEK M 2001 2000 2001 2000 Accrued personnel-related costs Accrued interest Other accrued expenses Total 83 3 289 375 60 4 156 220 10 3 5 18 4 21 25 Accumulated exchange differences charged directly to equity amounted to SEK 437 M. Warrants for Eniro employees Some 309 Eniro employees accepted an offer to subscribe for warrants during 2000. A total of 1,500,000 warrants were issued with a subscription price of SEK 11.30. The warrants may be exercised during the period from June 30, 2003 to February 21, 2004 at an exercise price of SEK 133. The warrants program is intended to enable the company to attract and retain skilled personnel, combine the interests of management and the employees with expectations on the part of the shareholders and to get all employees to become involved and participate in realizing the Company’s business concept. Note 17 Provisions for pensions and similar commitments Note 21 Pledged assets and contingent liabilities Pledged assets Regarding debts to credit institutions GROUP 2001 2000 2001 2000 – other guarantees Total pledged assets 259 259 - - - As of December 31, 2000, there were pledged assets relating to acquisitions in progress in Germany. Contingent liabilities GROUP SEK M GROUP SEK M Provisions for FPG/PRI pensions Other pensions and similar commitments Total PARENT COMPANY SEK M PARENT COMPANY 2001 2000 2001 2000 75 10 85 68 3 71 0 0 - Warranty provisions Sureties and contingent liabilities for subsidiaries Sureties Guarantee provisions, FPG/PRI Total contingent liabilities PARENT COMPANY 2001 2000 2001 2000 4 91 - 91 1 1 6 1 1 93 1,732 1,732 4 95 42 Eniro bakvagn engelska 02-04-11 09.50 Sida 43 Audit report STOCKHOLM, FEBRUARY 19, 2002 ENIRO AB (PUBL) Björn Svedberg Chairman of the Board John Abrahamson Lars Berg Per Bystedt Jan Rudberg Bengt Sandin Lars Guldstrand President TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF ENIRO AB (PUBL) Corp. reg. no. 556588-0936 We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the Board of Directors and the President of Eniro AB (publ) for fiscal year 2001. These accounts and the administration of the company are the responsibility of the Board of Directors and the President. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit. We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the Board of Directors and the President, as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any Board member or the President. We also examined whether any Board member or the President 43 has in any other way acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that our audit provides a reasonable basis for our opinion set out below. The annual accounts and the consolidated accounts have been prepared in accordance with the Annual Accounts Act and, thereby, give a true and fair view of the financial position of the company’s and the Group’s financial position and of the results of operations in accordance with generally accepted accounting principles in Sweden. We recommend to the General Meeting of the shareholders that the income statements and the balance sheets of the parent company and the Group be adopted, that the profit for the parent company be dealt with in accordance with the proposal in the Board of Directors’ report and that the members of the Board of Directors and the President be discharged from liability for the financial year. Stockholm, February 19, 2002 ERNST & YOUNG AB Magnus Fredmer Authorized Public Accountant Åke Hedén Authorized Public Accountant Eniro bakvagn engelska 02-04-11 09.50 Sida 44 Board of directors BJÖRN SVEDBERG Chairman of the Board, born in 1937. MSc E E, Royal Institute of Technology in Stockholm, Dr h c Technology, University of Lund. Former positions: CEO and Chairman of Ericsson and CEO of SEB. Other significant Board assignments: Member of the Board of Investor AB, Gambro AB, SAAB, Knut och Alice Wallenbergs Stiftelse. Chairman of Hi3G Access AB. Shareholding: 3,400. PER BYSTEDT Member of the Board, born in 1965. MSc Econ Stockholm School of Economics. Main employment: President, Spray Ventures AB. Former positions: Executive Vice President MTG AB, President TV3 Broadcasting Group Ltd. and ZTV. Other significant Board assignments: Axel Johnson AB, Åhléns AB. Member of the Board of Eniro AB since 18 September. Shareholding: 0. JAN RUDBERG Member of the Board, born in 1945. MSc Econ Gothenburg School of Economics. Main employment: Executive Vice President Telia AB. Former positions: President of Tele 2, Vice President Nordbanken AB, President of Enator AB, President and Nordic Manager of Ericsson Information Systems, Sweden and Regional and Market manager IBM Svenska AB. No other significant Board assignments. Shareholding: 0. JOHN ABRAHAMSON Member of the Board, born in 1957. BSc Econ University of Lund. Main Employment: Manager, Southern Region, SEB. Former positions: 16 years with the SEB Group, Global Manager for Corporate Finance and Executive Vice President Enskilda Securities AB, SEB’s investment bank. Other significant Board assignments: Wireless Maingate AB. Member of Faculty, Wharton International Forum. Member of the Board of The Institution for Economic Research in Lund. Shareholding: 5,000. LARS BERG Member of the Board, born in 1947. MSc Econ Gothenburg School of Economics. Former positions: Member of Mannesmann’s executive management, with specific responsibility for the Telecom Division, President and CEO of Telia. Formerly held various executive positions within the Ericsson Group. Other significant Board assignments in listed companies: Telefonica Moviles, D. Carnegie AB, Ratos, Schibsted, C-Technologies AB and Ledstiernan AB. Shareholding: 15,000. BENGT SANDIN Employee representative on the Board, born in 1952. Bengt Sandin previously worked as a salesperson at Emfas and is currently working full time as Chairman of the local SIF union. Shareholding: 0 MARIANNE NIVERT President and CEO of Telia, left the Board at her own request on December 6 following Telia’s divestment of its holdings in Eniro AB. LARS GULDSTRAND Member of the Board and President. See Executive Management for biographical data. 44 Eniro bakvagn engelska 02-04-11 09.50 Sida 45 Executive management LARS GULDSTRAND President and CEO, born in 1957. MBA California Coast University. Joined Eniro at start. Former positions: President of Telia InfoMedia Reklam AB, Telia InfoMedia International AB, TeleMedia North America LLC in the US and Din Del AB. Member of the Board of Eniro since start. Shareholding: 2,000 plus 25,000 warrants. LENNART BERNARD Chief Financial Officer, born in 1950. MSc Econ Stockholm School of Economics Joined Eniro in November 2000. Shareholding: 600 plus 15,000 warrants. MIKAEL ENGQVIST Chief Legal Officer, born in 1948. BA University of Uppsala and graduate studies Stockholm School of Economics. Joined Eniro in June 2000. Warrants: 15,000. BERTIL LEVIN Senior Vice President, Organizational Development, Business Concept and Human Resources, born in 1947. BSc Econ University of Gothenburg, Joined Eniro at start. Warrants: 15,000. MATS EKLUND Senior Vice President, Marketing and Business Development, born in 1960. B Sc Econ, Gothenburg School of Economics. Joined Eniro in September 2000. Warrants: 15,000. Operative management on February 1, 2002 PETER KUSENDAL President Eniro Sverige, born in 1958. Shareholding: 800 plus 15,000 warrants. BENGT DAHL President Eniro Danmark, born in 1946. Shareholding: 100 plus 10,000 warrants. PÄR KEMPE President Eniro East and Eniro Finland, born in 1959 Shareholding: 1,100 plus 15,000 warrants. ROGER ASPLUND. President Eniro Polska, born in 1961. Warrants: 10,000. 45 ANDREW PYLYP President Wer Liefert Was?, born in 1961. Shareholding: None. PETER SCHULZE President Wer Liefert Was?, born in 1951. Shareholding: None. FRANZ-FERDINAND KRESS President Eniro Windhager, born in 1964 Shareholding: None. Eniro bakvagn engelska 02-04-11 09.50 Sida 46 Annual General Meeting ANNUAL GENERAL MEETING The Annual General Meeting will be held on May 14, 2002. The time and place will be announced in conjunction with the notice of the meeting. Participation Shareholders who wish to participate in the Annual General Meeting must • be registered in the shareholder registry maintained by the Swedish Securities Register Center (VPC AB) not later than May 3, 2002 and • register their intention to participate not later than 4:00 p.m. on May 7, 2002 under the address Eniro AB, Corporate Legal Affairs, Box 811, SE-161 24 Bromma or by phone to +46 8 634 70 16 or fax to +46 8 585 097 25, or by mail: [email protected] Shares held by trustees To be entitled to participate in the Annual General Meeting, shareholders whose shares are held by trustees must temporarily register their shares in their own name well in advance of May 3, 2002. REPORTING DATES Interim Report, January to March Interim Report, January to June Interim Report, January to September May 14, 2002 August 14, 2002 October 29, 2002 Production: Publicera Information AB, www.publicera.se Print & repro: Edita Västra Aros AB Photography: Jörgen Reimer 46 Eniro omsl engelsk 02-04-11 09.52 Sida 2 Eniro in brief Addresses Eniro is one of Europe’s leading players in directional media – both offline in the form of printed directories and CD-ROM and online via the fixed Internet, voice (directory assistance) and digital TV. Eniro is represented in 19 countries, publishes more than 850 titles, both offline and online, and operates the leading Internet directory services in the Nordic countries. BUSINESS CONCEPT Eniro’s business concept is to facilitate trade by providing directional information that connects buyers and sellers. Services target both the business-to-business (B2B) segment and users and individuals, business-to-individual (B2I). VISION Eniro’s vision is to be the leading directional information company in Europe by being the information supplier that businesses and individuals trust and turn to first when they wish to buy or sell products and services. OBJECTIVES Eniro’s overall goal is to achieve market leadership in Europe by maintaining and developing strong positions in the markets in which the company is active. Eniro has an independent role in the marketplace and in the relationships it creates between buyers and sellers. As an innovator in the industry, Eniro meets the changing needs of users and advertisers by creating new channels and services that facilitate trade. Eniro’s ambition is to increase the volume of trade conducted in its marketplaces and to realize a greater proportion of the value thus created. SWEDEN Eniro AB, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 70 00, fax: +46 8 585 090 15 E-mail: [email protected], Website: www.eniro.com Eniro Sverige AB Gula Sidorna, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 704 35 00, fax: +46 8 585 090 37 E-mail: [email protected], Website: www.eniro.com Eniro Sverige AB Emfas.com, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 71 00, fax: +46 20 77 00 12 E-mail: [email protected], Website: www.emfas.com Din Del AB Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 64 00, fax: +46 8 636 64 60 E-mail: [email protected], Website: www.dindel.se CONTENTS DENMARK Eniro Danmark A/S, P.O. Boks 1921, DK–2300 Copenhagen S Visiting address: Amager Boulevard 115 Tel: +45 88 38 38 00, fax: +45 88 38 38 10 E-mail: [email protected], Website: www.eniro.dk PRESIDENT’S COMMENTS 4–5 EASTERN EUROPE REGION 25 THE ENIRO SHARE 6–7 BOARD OF DIRECTORS’ REPORT 26 FIVE–YEAR SUMMARY OF KEY DATA 8 CONSOLIDATED INCOME STATEMENT 29 HISTORY 9 CONSOLIDATED BALANCE SHEET 30 31 DIRECTIONAL MEDIA 10 CONSOLIDATED CASH-FLOW STATEMENT PRODUCTS AND SERVICES 11 PARENT COMPANY INCOME STATEMENT 32 GROWTH FACTORS AND OBJECTIVES 12 PARENT COMPANY BALANCE SHEET 33 PRIORITIES FOR 2002 13 PARENT COMPANY CASH–FLOW STATEMENT 34 ORGANIZATION AND PERSONNEL 14 ACCOUNTING AND VALUATION PRINCIPLES 35–36 STRUCTURAL CAPITAL 15 NOTES 37–42 BRANDS 16 AUDIT REPORT 43 ENVIRONMENT 17 BOARD OF DIRECTORS 44 18–19 EXECUTIVE MANAGEMENT 45 NORDIC REGION 20–21 ANNUAL GENERAL MEETING AND REPORTING DATES 46 CENTRAL EUROPE REGION 22–24 ADDRESSES 47 SWEDEN REGION FINLAND Oy Eniro Finland DS, Säterinkatu 6, FI–02600 Eesbo Tel: +358 2 01 110 510, fax: +358 2 01 110 511 E-mail: [email protected], Website: www.eniro.fi ESTONIA Eniro Eesti AS, Madara 29, EE–190 03 Tallinn Tel: +372 630 02 00, fax: +372 630 02 01 E-mail: [email protected], Website: www.eniro.ee AS Teabeliin, Madara 29, EE–190 92 Tallinn Tel: +372 630 03 00, fax: +372 630 03 01 E-mail: [email protected], Website: www.1188.ee LATVIA Eniro Latvija SIA, Maskavas 240, LV–1063 Riga Tel: +371 702 08 00, fax: +371 102 08 21 E-mail: [email protected], Website: www.eniro.lv 47 LITHUANIA Eniro Lietuva UAB, Zirmunu str. 68a, LT–2012 Vilnius Tel: +370 2 361 000, fax: +370 2 361 001 E-mail: [email protected], Website: www.eniro.lt Eniro InfoMedija UAB, Zirmunu str. 68a, LT–2012 Vilnius Tel: +370 278 00 00, fax: +370 273 09 53 E-mail: [email protected], Website: www.eniroinfomedia.lt RUSSIA OOO Eniro Rus-M, Tverskaya ul. 16/2 bld.1, RU–103009 Moscow Tel: +7 095 799 55 55/44, fax: +7 095 799 55 09 E-mail: [email protected], Website: www.yellowpages.ru OOO Eniro Rus-S, Shpalernaya ul.36, RU–191123 S:t Petersburg Tel: +7 812 279 82 10, fax: +7 812 279 82 40 E-post: [email protected], Website: www.eniro.ru BELARUS JV Eniro Belfakta, Mendeleeva 13, BY–220 037 Minsk Tel: +375 17 235 35 15, fax: +375 17 235 23 43 E-mail: [email protected], Website: www.eniro.by UKRAINE Eniro Ukraina, Lesi Ukrainki blvd. 34, UA–01133 Kiev Tel: +380 44 295 33 64, fax: +380 44 573 97 57 E-mail: [email protected], Website: www.eniro.com.ua GERMANY Wer Lifert Was? GmbH, P.O.Box 100549, DE–20537 Hamburg Visiting address: Normannenweg 16–20 Tel: +49 40 25 440 0, fax: +49 40 25 440 100 E-mail: [email protected], Website: www.wlw.de Windhager Mediengruppe GmbH, Holderäckerstr. 4, DE–70499 Stuttgart Tel: +49 711 8 369 0, fax: +49 711 8 369 105 E-mail: [email protected], Website: www.windhager.de POLEN Panorama Polska Sp.z.o.o ul. Domaniewska 41, PL–02-672 Warszaw Tel: +48 22 542 2000, fax: +48 22 542 2001 Website: www.pf.pl Eniro omsl engelsk 02-04-11 09.52 Sida 1 A N N UA L R E P O R T 2 0 0 1 Eniro AB, Box 811, SE–161 24 Bromma Visiting address: Gustavslundsvägen 135, Alviks Strand Tel: +46 8 634 70 00, Fax: +46 8 585 090 15 E-mail: [email protected], Website: www.eniro.com