EX-99.1 3 exhibit991.htm AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF POINT Exhibit 99.1



Exhibit 99.1
52 (25)

ELECTRONIC TRANSACTION GROUP NORDIC HOLDING AB
Reg no 556632-9891















CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2010 AND 2009 AND JANUARY 1, 2009










Page 2    STATEMENTS OF COMPREHENSIVE INCOME


Page 3    STATEMENTS OF FINANCIAL POSITION


Page 5    STATEMENTS OF CHANGES IN EQUITY

Page 6    CASH FLOW STATEMENTS

Page 7    ACCOUNTING PRINCIPLES AND NOTES





Report of Independent Auditors

The Board of Directors and Shareholders of Electronic Transaction Group Nordic Holding AB
We have audited the accompanying consolidated balance sheets of Electronic Transaction Group Nordic Holding AB as of December 31, 2010 and 2009 and January 1, 2009, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Electronic Transaction Group Nordic Holding AB as of December 31, 2010 and 2009 and January 1, 2009, and the consolidated results of its operations and its cash flows for the years ended December 31, 2010 and 2009, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
As discussed in Note 19 to consolidated financial statements, the consolidated financial statements as of December 31, 2010 and 2009 and for the years then ended which have previously been filed in Sweden have been restated to reflect the correction of errors as described in Note 19.

/s/ Ernst & Young AB


March 16, 2012






STATEMENTS OF COMPREHENSIVE INCOME


 TSEK
 
Note
 
 
 
 
 
 2010-01-01 - 2010-12-31 Restated
 2009-01-01 - 2009-12-31 Restated
 
 
 
 
 
 
 Net sales
1,2
1,313,520

925,209

 
 
 
1,313,520

925,209

 
 
 
 
 
 
 Operating expenses
 
 
 
 
 Goods for resale
 
(459,724
)
(335,121
)
 
 Other external expenses
2
(155,663
)
(108,406
)
 
 Personnel expenses
3
(357,517
)
(252,003
)
 
 Depreciation of tangible and intangible assets
7,8
(180,750
)
(86,605
)
 
 
 
(1,153,654
)
(782,135
)
 
 
 
 
 
 
 Operating profit/loss
 
159,866

143,074

 
 
 
 
 
 
 Result from financial investments
 
 
 
 
 Financial income
4
12,907

10,302

 
 Financial expenses
4
(111,313
)
(133,081
)
 
 
 
 
 
 
 Profit/loss after financial items
 
61,460

20,295

 
 
 
 
 
 
 Tax
5
783

9,426

 
 
 
 
 
 
 Net profit/loss for the year
 
62,243

29,721

 
 
 
 
 
 
 Other comprehensive income:
 
 
 
 
 Translation differences (with no tax effect)
 
(22,373
)
5,274

 
 
 
 
 
 
 Comprehensive income for the year
 
39,870

34,995

 
 
 
 
 
 
 Net profit/loss for the year attributable to:
 
 
 
 
 Parent company´s shareholders
 
46,855

17,867

 
 Non-controlling interest
 
15,388

11,854

 
 Net profit/loss for the year
 
62,243

29,721

 
 
 
 
 
 
 Comprehensive income for the year attributable to:
 
 
 
 
 Parent company´s shareholders
 
24,481

23,141

 
 Non-controlling interest
 
15,389

11,854

 
 Comprehensive income for the year
 
39,870

34,995








STATEMENTS OF FINANCIAL POSITION


 TSEK
 
Note
 
 
 
 
 
 
 
 
 2010-12-31 Restated
 
 2009-12-31 Restated
 
 2009-01-01 Restated
 
 
 
 
 
 
 
 
 
 Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Non-current assets
 
 
 
 
 
 
 
 Intangible assets
 
 
 
 
 
 
 
 Goodwill
6
1,001,988

 
884,683

 
775,353

 
 Other intangible assets
7
412,747

 
383,652

 
101,959

 
 
 
1,414,735

 
1,268,335

 
877,312

 
 Tangible assets
 
 
 
 
 
 
 
 Machinery and equipment
8
260,232

 
215,856

 
126,798

 
 
 
260,232

 
215,856

 
126,798

 
 Other assets
 
 
 
 
 
 
 
 Deferred tax assets
5
52,141

 
41,432

 
12,193

 
 Other long-term receivables
 
6,711

 
3,644

 
2,161

 
 
 
58,852

 
45,076

 
14,354

 
 
 
 
 
 
 
 
 
 Total non-current assets
 
1,733,819

 
1,529,267

 
1,018,464

 
 
 
 
 
 
 
 
 
 Current assets
 
 
 
 
 
 
 
 Inventories, etc.
 
 
 
 
 
 
 
 Finished products and goods for resale
10
130,811

 
116,934

 
95,539

 
 
 
 
 
 
 
 
 
 Current receivables
 
 
 
 
 
 
 
 Trade accounts receivable
11
148,463

 
133,093

 
65,188

 
 Other receivables
 
6,754

 
2,647

 
5,682

 
 Prepaid expenses and accrued income
12
23,220

 
15,890

 
10,307

 
 
 
178,437

 
151,630

 
81,177

 
 
 
 
 
 
 
 
 
 Cash and bank balances
 
201,773

 
191,708

 
69,097

 
 Total current assets
 
511,021

 
460,272

 
245,813

 
 
 
 
 
 
 
 
 
 Total assets
 
2,244,840

 
1,989,539

 
1,264,277








STATEMENTS OF FINANCIAL POSITION


 TSEK
 
Note
 
 
 
 
 
 
 
 
 
 2010-12-31 Restated
 
 2009-12-31 Restated
 
 2009-01-01 Restated
 
 
 
 
 
 
 
 
 
 
 
 Equity and liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Equity
13
 
 
 
 
 
 
 
 Share capital
 
1,347

 
1,343

 
1,343

 
 
 Other paid-up capital
 
185,998

 
180,100

 
180,100

 
 
 Translation reserves
 
1,658

 
24,031

 
18,757

 
 
 Retained earnings attributable to parent company's shareholders
 
22,135

 
(24,720
)
 
(42,587
)
 
 
 Equity attributable to non-controlling interest
 
53,360

 
37,972

 
35,918

 
 
 Total equity
 
264,498

 
218,726

 
193,531

 
 
 
 
 
 
 
 
 
 
 
Long-term liabilities
 
 
 
 
 
 
 
 
 Interest-bearing long-term liabilities
14
1,311,188

 
1,340,208

 
804,750

 
 
 Deferred tax liabilities
5
94,557

 
85,962

 
6,679

 
 
 Other long-term liabilities
 
64,360

 
1,700

 
781

 
 
 Total long-term liabilities
 
1,470,105

 
1,427,870

 
812,210

 
 
 
 
 
 
 
 
 
 
 
 Current liabilities
 
 
 
 
 
 
 
 
 Interest-bearing current liabilities
14
65,972

 
31,231

 
80,674

 
 
 Trade accounts payable
 
108,701

 
91,444

 
59,876

 
 
 Tax liabilities
 
15,602

 
1,858

 
4,458

 
 
 Accrued expenses and deferred income
16
246,810

 
165,130

 
87,640

 
 
 Other current liabilities
15
73,152

 
53,280

 
25,888

 
 
 Total current liabilities
 
510,237

 
342,943

 
258,536

 
 
 
 
 
 
 
 
 
 
 
 Total equity and liabilities
 
2,244,840

 
1,989,539

 
1,264,277

 
 
 
 
 
 
 
 
 
 
 
 Pledged assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Pledged shares in subsidiary companies
 
2,008,210

 *)
1,849,103

  *)
469,334

  *)
 
 Chattel mortgages
 
3,700

 
3,700

 
3,700

 


*) Shares pledged as collateral for liabilities to credit institutions, in Point International AS, Point Transaction Systems AB, Point Transaction System AS, Point Transaction System A/S, Point Transaction System OY, Commidea Ltd, XTS Holding SAS and Xileo Transaction Systems SAS, note 14.





STATEMENTS OF CHANGES IN EQUITY
 TSEK
 Attributable to Parent company´s shareholders
 
 Attributable to non-controlling interest
 
 
 
 Share capital
 
 Other paid-up capital
 
 Translation reserves
 
 Retained earnings
 
 
 
Total equity
 
 
 
 
 
 
 
 
 
 
 
 
  As at 1 January 2009
1,343

 
180,100

 
18,757

 
(7,463
)
 
35,918

 
228,655

  Effect of restatements (see note 19)
 
 
 
 
 
 
(35,124
)
 
 
 
(35,124
)
 
 
 
 
 
 
 
 
 
 
 
 
 As restated at 1 January 2009
1,343

 
180,100

 
18,757

 
(42,587
)
 
35,918

 
193,531

 
 
 
 
 
 
 
 
 
 
 
 
 Net income
 
 
 
 
 
 
17,867

 
11,854

 
29,721

 
 
 
 
 
 
 
 
 
 
 
 
 Exchange differences on translation of foreign operations
 
 
 
 
5,274

 
 
 
 
 
5,274

 Total comprehensive income

 

 
5,274

 
17,867

 
11,854

 
34,995

 
 
 
 
 
 
 
 
 
 
 
 
 Dividends in subsidiary paid to non-controlling interest
 
 
 
 
 
 
 
 
(9,800
)
 
(9,800
)
 As at 31 December 2009
1,343

 
180,100

 
24,031

 
(24,720
)
 
37,972

 
218,726

 
 
 
 
 
 
 
 
 
 
 
 
 Net income
 
 
 
 
 
 
46,855

 
15,388

 
62,243

 Exchange differences on translation of foreign operations
 
 
 
 
(22,373
)
 
 
 
 
 
(22,373
)
 Total comprehensive income

 

 
(22,373
)
 
46,855

 
15,388

 
39,870

 New issues of shares and warrants (see note 13)
4

 
5,898

 
 
 
 
 
 
 
5,902

 As at 31 December 2010
1,347

 
185,998

 
1,658

 
22,135

 
53,360

 
264,498









CASH FLOW STATEMENTS
 TSEK
 
 2010-01-01 - 2010-12-31 Restated
 2009-01-01 - 2009-12-31 Restated
 
 
 
 
 
 Current operations
 
 
 
 Operating profit/loss
159,866

143,074

 
 Adjustment for items not included in cash flow
 
 
 
 Depreciation
180,750

86,605

 
 Unrealized profits/losses on exchange rates
(12,866
)
(17,510
)
 
 Gain on sale of tangible assets
(6,840
)
(1,363
)
 
 
320,910

210,806

 
 
 
 
 
 Interest received
1,791

2,174

 
 Other financial income received
1,170


 
 Interest paid
(49,035
)
(28,142
)
 
 Income tax paid
(22,943
)
(16,385
)
 
 Cash flow from current operations
 
 
 
 before changes in working capital
251,893

168,453

 
 
 
 
 
 Changes in working capital
 
 
 
 Changes in inventories
(4,725
)
(21,395
)
 
 Changes in receivables
(7,989
)
(70,453
)
 
 Changes in current liabilities
35,482

77,020

 
 Cash flow from current operations
274,661

153,625

 
 
 
 
 
 Investment activities
 
 
 
 Acquisition of subsidiaries (note 9)
(107,040
)
(285,719
)
 
 Acquisition of tangible assets
(164,376
)
(161,797
)
 
 Acquisition of intangible assets
(7,206
)
(8,027
)
 
 Acquisition of financial assets
(2,536
)
(1,482
)
 
 Sale of tangible assets
2,266

2,280

 
 Cash flow from investment activities
(278,892
)
(454,745
)
 
 
 
 
 
 Financing activities
 
 
 
 New share and warrants issue
5,902


 
 Loans raised
67,761

903,392

 
 Repayment of debt
(43,237
)
(466,904
)
 
 Other changes in long-term liabilities
(2,628
)
(1,758
)
 
 Dividends paid

(9,800
)
 
 Cash flow from financing activities
27,798

424,930

 
 
 
 
 
 Changes in liquid funds
23,567

123,810

 
 Liquid funds at beginning of year
191,708

69,097

 
 Exchange rate difference in liquid funds
(13,502
)
(1,199
)
 
 Liquid funds at end of year
201,773

191,708






ACCOUNTING PRINCIPLES AND NOTES

General information
Electronic Transaction Group Nordic Holding AB (”ETG Nordic Holding AB”) with subsidiaries (together: “Point Group” or “Group”) provides electronic payment solutions to retail and service customers at the point of sale (POS) as well as secure hardware and software solutions for automated teller machines (ATM).

The Group is a provider of complete products and services for secure card payment transactions and ATM transactions and related value-add services. During 2010, the Group has continued to develop new innovative and secure solutions in close collaboration with retail and bank customers and partners.

The Group develops software for both integrated and stand-alone electronic payment solutions and offers services related to the operation of card payment terminals and ATMs as well as mobile and internet payment solutions. Solutions offered by the Group comprise proprietary developed software together with terminals and ATMs sourced from leading hardware manufacturers such as VeriFone, Hypercom, Banksys and NCR.

The financial statements have been approved by the Chief Executive Officer and the Chief Financial Officer on March, 16 2012.


Restatement of previously presented financial information
The financial statements for 2009 and 2010 have been restated, see note 19 for information on the restatement.

Accounting principles
The key accounting principles applied in the preparation of these consolidated accounts are detailed below. These principles have been consistently applied for all years presented, unless otherwise detailed.

Basis of preparation
The Group's consolidated accounts are based on historical cost except for financial derivative contracts, which are reported at fair value. Unless otherwise indicated, all amounts are in thousands of Swedish kronor (TSEK).
The Group's accounts for the year 2010 were prepared assuming going concern. Management considers the Group to be very well positioned for continuing success with regards to products and competence, and estimates continued organic growth.

Statement of compliance
The consolidated accounts have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

New and changed IASB standards that are be applied from 2010
IFRS 3, Business Combinations (IFRS 3R). Revised
IFRS 3R contains several changes relating to the accounting of business combinations which affect the size of the carrying amount of goodwill, reported result of the period during which the acquisition was completed as well as future reported result. The revised standard has affected the reporting of the acquisitions completed during 2010. Transaction expenses related to acquisitions during 2010 have been expensed as incurred and posted directly to the income statement at a total amount of 1,759 TSEK and 1,209 TSEK related to pending acquisitions.

IAS 27, Consolidated and Separate Financial Statements (IAS 27R). Revised
Changes in the participating interest in a subsidiary, where the majority owner retains control, shall be reported as equity transactions. Such transactions therefore no longer result in goodwill, nor generate any profit or loss. IAS 27R also changes the accounting of losses reported in co-owned subsidiaries and the accounting for when control ends. The adjusted standard has not affected the accounts of 2010.







Future changes in accounting principles
IFRS 9, Financial Instruments: Recognition and Measurement. This standard is part of a complete amendment of the existing standard IAS 39. The standard provides a reduction in the number of measurement categories of financial assets and explains that main categories of accounts are carried at cost (amortized cost) and fair value through profit or loss. For some investments in equity instruments, it is possible to account fair value in the balance sheet with changes in value recognized directly in other comprehensive income, where no transfer is made to net profit. In addition, new rules introduced for how changes in own credit spreads should be presented as liabilities are recognized at fair value. The standard will be supplemented by rules on impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on 1 January 2015 or later. While the standard is not yet complete, Point Group has not estimated the effects of the new standard.

Other standards and improvements published by the IASB as of 31 December 2010 are not expected to have a material impact on the financial statements for the Group, except in the form of additional information in some cases.


Consolidated accounts
Basis of consolidation
The consolidated accounts cover the Parent company of Electronic Transaction Group Nordic Holding AB and its subsidiaries. The financial reports of the Group included in the consolidated accounts relate to the same period and have been prepared in accordance with the accounting policies applied in the Group. All intra-Group receivables and liabilities, revenues and expenses, profits and losses arising from transactions between entities included in the consolidated accounts have been eliminated in their entirety.

A subsidiary is included in the consolidated accounts from the date of acquisition, i.e. the day on which the Parent company gains control over the company, and is included in the consolidated accounts until the day on which control ceases. Normally, control over a subsidiary is gained by holding more than 50% of the voting shares but may also be obtained by other means, such as an agreement.

Acquired subsidiaries are reported in the consolidated accounts in accordance with the purchase method. The same applies to businesses acquired. An acquisition of a subsidiary is regarded as a transaction in which the Group indirectly acquires the subsidiary's assets and assumes its liabilities. Through purchase price allocation (PPA) of the business acquisition, the fair value is determined of acquired identifiable assets and liabilities assumed on the acquisition date. Transaction expenses that arise are recognized as incurred in the income statement from 2010 in accordance with IFRS 3R. In business combinations in which the consideration paid, any non-controlling interests and the fair value of previously owned interests (for business combinations achieved in stages) exceeds the fair value of separately reported acquired assets and liabilities assumed, the difference is reported as goodwill. When the difference is negative - a so-called bargain purchase - this is recognized in income.

Non-controlling interests refer to the portion of the profit and the net assets of a co-owned company that relates to other owners. The non-controlling interest portion of the Group's profit is included in the profit after tax reported in the consolidated income statement. The non-controlling interest portion of the Group's net assets is included in equity in the consolidated balance sheet, but is stated separately from equity attributable to the shareholders of the Parent company.

Translation of accounts of foreign operations
A foreign operation is one that is conducted in an economic environment with a currency (functional currency) other than the Group's presentation currency (SEK). Assets, including goodwill and other intangible assets, as well as liabilities of such operations, are translated to the presentation currency at the exchange rate as of the balance sheet date. The income statements for the foreign operations are translated to SEK using a weighted average of the exchange rates for the year. Any foreign exchange related differences arising from translation are reported as other comprehensive income and transferred to the translation reserve within equity. On the sale of a foreign operation, the accumulated exchange rate differences are reported in the income statement together with the profit or loss of the sale.

Translation of receivables and liabilities in foreign currency
Transactions denominated in foreign currency are translated at the rate prevailing on the transaction date. On the balance sheet date, monetary receivables and liabilities stated in foreign currencies are translated at the rate prevailing on that date. All foreign exchange differences are reported in income. Exchange differences related to operating assets and liabilities are reported within operating income, whereas exchange differences related to financing activities are reported as financial income and expenses.






Revenue
Revenues are reported at the fair value of the remuneration received, or the remuneration that will be received, for goods and services sold within the normal operations of the Group. Revenues are reported once delivery has been made to the customer in accordance with the prevailing terms and conditions of the sale. Revenues are reported exclusive of value added tax and after deduction of any discounts.

The Point Group categories of income are Solutions and Services:
Solutions represent sale of POS (point of sale) and ATM terminal hardware and accessories. Revenues are recognized at the time of delivery in accordance with the prevailing terms and conditions of the sale. Contracts for the sale of POS terminal hardware are often accompanied by software license agreements and hardware service agreements.

The Services category encompasses various card payment related service contracts, generally with contract terms of 1-3 years and includes Point All-In-One payments-as-a-service contracts, software license agreements, subscription agreements for hardware repair service, customer support availability, subscription for transaction routing and transaction report services, internet payment and multi-channel transaction services along with other services. Revenues relating to Services are deferred and recognized ratably over the contract term.

The Point All-In-One payments-as-a-service solution enables the merchant to completely outsource the card payment function, including the terminal hardware, the payment application software, IP connectivity as well as technical service and support. Such contracts thus includes an embedded lease component relating to the card payment terminal, which have all been categorized as operating lease agreements in accordance with IFRIC 4 (Determining Whether an Arrangement Contains a Lease) and the related revenues are deferred and recognized ratably over the contract term.


Tangible and intangible assets with a limited useful life
Tangible and intangible assets are reported at historical cost, less accumulated depreciation and any impairment. Depreciation is applied on a linear basis over the useful life of the asset, to an estimated residual value. Land is not depreciated.

Intangible assets with an indefinite useful life are reported at historical cost, less any accumulated impairment charges.

Depreciation principle for non-current assets:
 
2010
2009
Intangible assets:
 
 
Goodwill
*)
*)
Customer base
20%
20%
Other intangible assets
14-20%
14-20%
 
 
 
*) Not depreciated. Tested for impairment annually.
 
 
 
 
 
Tangible assets:
 
 
Machinery and equipment
10-33%
13-33%

Depreciation is specified in the notes for each balance sheet item.

Development expenses are only reported as intangible assets if the following criteria are satisfied: a well-defined development project exists with concrete plans as to how and when the asset will be used in operations, the expenses can be reliably calculated; the asset is estimated to create future economic benefits and completion of the project is considered technically feasible and the Group estimates it has the resources required to complete the project. The historical cost of the intangible asset includes expenses for direct purchases as well as the share of indirect costs that may be attributed to the asset. Other development expenses are expensed to the income statement as incurred.







Impairment
Regular assessments are made during the year to establish whether any assets may have declined in value. If such an indication exists, the recoverable value of the asset is calculated.

In the case of goodwill and other intangible assets with an indefinite useful life, as well as other intangible assets that at the time are not yet ready for use, the recoverable value is calculated annually, or when an indication exists that the asset may have declined in value.

If it is not possible to determine largely independent cash inflows for a particular asset, the assets to be tested for impairment shall for that process be grouped at the lowest level where it is possible to identify largely independent cash inflows (a cash-generating unit). An impairment loss is reported when the reported value of an asset or cash-generating unit exceeds the recoverable value. Any impairment loss is charged to income.

Impairment losses in respect of assets attributable to a cash-generating unit are allocated first to goodwill. They are then applied proportionally to other assets in the unit.

Calculation of recoverable value
The recoverable value amounts to the higher of net realizable value or the value in use. The value in use is the present value of future cash inflows, discounted by an interest rate based on risk-free interest, adjusted to reflect the risk associated with the particular asset. In the case of an asset that does not generate cash flows, the recoverable value is calculated for the cash-generating unit in which the asset is included.

Reversal of impairment losses
Impairment losses are reversed if a subsequent increase in the recoverable value may on objective grounds be attributed to an event occurring after the impairment loss was applied.

Impairment losses in respect of goodwill are not reversed.

An impairment loss is reversed only to the extent that the asset's reported value after reversal does not exceed the net book value of the asset had the impairment charge not been applied.


Inventories, etc.
Inventories are reported at the lower of cost and net realizable value. The net realizable value represents the estimated selling price under normal conditions, less estimated required selling costs. The acquisition cost is calculated using the first-in first-out method which means that the items in stock at year-end are deemed to be the latest acquired.


Financial assets
Financial assets are classified into various categories, depending on the intention behind the acquisition of the particular asset. The classification is determined at the original time of acquisition. A financial asset is removed from the balance sheet when the legal rights to the cash flow cease.

Loan receivables and trade accounts receivable
Loan receivables and trade accounts receivable are financial assets with fixed payments, or payments where the amounts are determinable, that relate to the Group's deliveries of goods and services. The basis for valuation is amortized cost. Receivables are reported at the amounts that are expected to be collected, after a deduction for doubtful accounts, which are assessed on a case-by-case basis. Loan receivables and trade accounts receivable are anticipated to be of short duration and are stated at their nominal amounts, undiscounted.

Financial assets at fair value through profit or loss
Derivative instruments that are not identified as hedges for accounting purposes are recognized at fair value through profit or loss.







Financial liabilities
Other financial liabilities
This category includes interest-bearing and interest-free financial liabilities that are not held for resale. The liabilities are reported at amortized cost.

Non-current liabilities have a remaining term of one year or more, whereas liabilities with a shorter duration are accounted for as current liabilities. Trade accounts payable have a short anticipated duration and are valued at their nominal amounts, undiscounted.


Provisions
Provisions are reported in the balance sheet when the Group has an obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources associated with economic benefits will be required to settle the obligation, and the amount may be reliably estimated. If the Group anticipates receiving compensation corresponding to a provision that has been made, for example via an insurance agreement, the compensation is reported as an asset in the balance sheet provided collection is probable. If the time value of the future payment is estimated to be significant, the provision is reported at the present value of the expected future payment using a discount factor (before tax) that reflects the market's current valuation of the time value and any risks associated with the obligation. The gradual increase of the amount of provision that this method entails is recognized as an interest expense.


Employee benefits
Pensions and similar post-employment benefit obligations
The majority of the Group´s pension obligations comprise multi-employer defined-contribution pension plans. The Group´s obligations with regard to defined-benefit pension plans in Norway are calculated separately for each plan using the Projected Unit Credit Method according to which, the obligation is calculated as the present value of the estimated future pension payments. The estimated obligation is compared to the fair value of the plan assets that secure the obligation. Any difference is accounted for as a liability/asset taking into account actuarial gains and losses. The estimate of future payments is based on actuarial assumptions including assumptions as to life expectancy, future salary increases, personnel turnover and factors of relevance to the selection of discount rate. The defined-benefit pension plans are active for eight employees. Employees hired after the year of 2000 have not been included in the defined benefit plans, but are included in defined contribution agreements.

Any changes to and deviations from the actuarial assumptions normally lead to actuarial gains or losses. Actuarial gains or losses are not reported as long as the accumulated gains or losses are less than 10 percent of the highest of the present value of the obligations. If the accumulated gain or loss exceeds the said limit, the amount of the gain or loss is reported in the income statement over the expected average remaining periods of service of the employees participating in the plans.

If the calculation results in an asset for the Group, the amount reported for the asset is limited to the net total of unreported actuarial losses and unreported past service costs, plus the present value of available refunds from, and reductions in future contributions to, the plan.


Lease agreements
As lessor:
The Point All-In-One payments-as-a-service solution enables the merchant to completely outsource the card payment function, including the terminal hardware, the payment application software, IP connectivity as well as technical service and support. Such contracts thus includes an embedded lease component relating to the card payment terminal, which have all been categorized as operating lease agreements in accordance with IFRIC 4 (Determining Whether an Arrangement Contains a Lease) and the related revenues are deferred as appropriate and recognized ratably over the contract term.

As lessee:
Lease agreements in which the Group leases assets from a third party and essentially all risks and benefits associated with ownership do not accrue to the Group, are classified as operating leases. Lease charges for such agreements are accounted for as an expense and are distributed on a linear basis over the term of the agreement.







Loan expenses
Loan expenses are charged to profit in the period to which they pertain. Any costs incurred in connection with the raising of loans are distributed over the term of the loan on the basis of the liability reported.


Income tax
Income tax expense consists of tax currently payable and deferred tax. Income taxes are accounted for in income when referring to profit or loss items, are reported in other comprehensive income when the underlying transaction is reported in other comprehensive income, and are reported directly in equity when referring to an equity transaction.

Current tax represents tax to be paid or recovered for the current year, using the tax rates enacted, or substantively enacted, by the balance sheet date. This includes any adjustments applied to current tax pertaining to prior periods.

Deferred tax is calculated according to the balance sheet method, in which deferred tax is calculated for all temporary differences identified on the balance sheet date, i.e. differences between the taxable values of the assets and liabilities on the one hand and their reported values on the other. Deferred tax assets are in certain cases also reported on the balance sheet in respect of unused tax losses carried forward.

However, a deferred tax liability is not reported in the balance sheet for taxable temporary differences relating to goodwill. In addition, deferred tax is not reported if the temporary difference pertains to investments in subsidiaries and associated companies where the Group has control over when the reversal of the temporary difference will take place and it is likely that the temporary difference will not be reversed in the foreseeable future.

Deferred tax assets are reported only to the extent that it is probable that future taxable profits will be available, against which the temporary differences or unutilized tax losses carried forward can be utilized. The reported values of the deferred tax assets are reviewed at each balance sheet date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized.

Deferred tax assets and tax liabilities are calculated using the tax rates that are expected to apply in the period when the assets are realized or the liabilities settled, on the basis of the tax rate (and the tax legislation) in force, or substantively in force, on the balance sheet date. Tax assets and tax liabilities are reported net in the balance sheet, provided that the tax will be paid in the net amount.


Cash flow statement
The cash flow statement presents information on inward and outward payment flows. The indirect method is used for current operations. Items classified as liquid assets comprise cash and bank deposits, plus current liquid investments in which the original term is less than three months.

Important estimates and assessments for accounting purposes
The Group makes estimates and assessments regarding the future. The consequential estimates for accounting purposes can deviate from the actual outcome. The estimates and assessments that may represent a possibility of significant adjustments to reported values are described below.

Recognition of deferred tax assets
Recognition of deferred tax assets is reviewed during the preparation of the financial statements. This review estimates the likelihood that deferred tax assets will be recovered through future taxable income. In 2009 and 2010, deferred tax assets were recognized relating to loss carry forwards in entities where management determined that the business had achieved a stable capacity to generate future profits, thus enabling the utilization of loss carry forwards, see note 5.

Testing of goodwill impairment
Goodwill has been apportioned over cash-generating units, countries, and then tested for impairment. The recoverable value for cash-generating units has been established on the basis of the value-in-use of the units, which is made up of the present value of the expected future cash flows. The estimates of future cash flow are based on an assessment of expected growth rates and margin development, in turn based on the budget for the following year, the management's long-term plans and expectations for the business, and the historical trend. See note 6 for further information.






Note 1      Net sales by territorial market    
    
 
2010
2009
 
 
 
 Sweden
471,738

347,368

 Norway
224,038

200,899

 United Kingdom
206,592

10,853

 Denmark
193,978

159,166

 Finland
154,977

150,009

 Iceland
20,538

26,776

 Latvia
15,607

18,561

 Lithuania
14,146


 Estonia
5,194

9,993

 France
4,430


 Other countries
2,282

1,584

 
1,313,520

925,209


Net sales by type of income
    
     Solutions:
450,979

317,633

     Service:
862,541

607,576

 
 
 
 
1,313,520

925,209


Solutions represent sale of POS and ATM terminal hardware and accessories as well as other ancillary revenues. Contracts for the sale of POS terminal hardware are often accompanied by software license agreements and hardware service agreements.

The Services category encompasses various card payment related service contracts, generally with contract terms of 1-3 years and includes Point All-In-One payments-as-a-service contracts, software license agreements, subscription agreements for hardware repair service, customer support availability, subscription for transaction routing and transaction report services, internet payment and multi-channel transaction services along with other services.

The Point All-In-One payments-as-a-service solution enables the merchant to completely outsource the card payment function, including the terminal hardware, the payment application software, IP connectivity as well as technical service and support.







Note 2 Lease agreements

As lessor:
As the operating lease payment revenue stream cannot be broken out separately with sufficient precision, the table presented below includes service revenue:
 
2010
2009
 The current year
423,424

234,985

 
 
 
 Future fees of operating lease to receive
 
 
 Within 1 year
409,302

190,584

 Between 1 year and 5 years
530,045

246,805

 After 5 years


 
939,347

437,389


As lessee:
 
2010
2009
 Fees of operating lease for the year is
 
 
 Rent for premises
22,436

21,110

 Office equipment
2,908

1,548

 Leasing cars
3,366

1,508

 Other

114

 
28,710

24,280

 
 
 
 Future fees of operating lease to pay
 
 
 Within 1 year
24,920

28,504

 Between 1 year and 5 years
79,623

74,646

 After 5 years
21,362

47,770

 
125,905

150,920


    





Note 3 Personnel         

 
2010
2009
 Salaries and remunerations
 
 
 Members of the Boards, managing directors and similar officers (1)
31,645

24,487

 Other employees
231,496

152,822

 
263,141

177,309

 
 
 
 (1) Of which bonuses and similar
11,901

7,506

 
 
 
 Social expenses
 
 
 
 
 
  Pension expenses for members of the Boards, managing directors and similar officers
3,916

3,680

 Pension expenses, other employees
21,533

14,976

 Other social expenses
68,926

56,038

 
94,375

74,694


Agreement of severance pay
The managing director of the Group has a severance pay of 6 monthly salaries at dismissal. The Group also has an obligation to make payment for pension for the same period.

Pensions

 Number of employees with defined-benefit pension plans
8

10

 Number of employees with defined-contribution pension plans
409

297

 
417

307


The defined-benefit pension plans for the subsidiaries Point International AS and Point Transaction Systems AS have a combined net liability of 1,367 TSEK (1,178 TSEK) plus social security charges of 14.1 percent, and a combined gross obligation of 12,981 TSEK (12,446 TSEK). The net provision is included in other long-term liabilities. Employees hired after the year of 2000 have not been included in the defined benefit plans, but are included in defined contribution agreements.


Note 4 Financial income and expenses

 
2010
2009
 
 
 
 Interest income
1,791

2,174

 Exchange gains
8,599

8,051

 Other financial income
2,517

77

 Interest expenses
(102,985
)
(83,665
)
 Exchange losses
(2,497
)
(41,374
)
 Other financial expenses
(5,831
)
(8,042
)
 Net interest income/expenses
(98,406
)
(122,779
)







Note 5     Tax

 
2010
2009
 
 
 
 Income tax
(38,384
)
(20,597
)
 Deferred tax
39,167

30,023

 Tax expense / income
783

9,426

 
 
 
 Profit/loss before tax
61,460

20,295

 
 
 
 Tax according to Swedish income tax rate (26.3%)
(16,164
)
(5,338
)
 
 
 
 Tax effects of:
 
 
 Adjustment of tax for foreign tax rates
(1,933
)
(345
)
 Tax adjustment from previous years
240


 Non-deductible expenses and non-taxable revenues
22

437

Utilized loss carry forwards previously not recognized
3,490

 
 Losses carried forward for which no tax asset has been recognized

(17,733
)
 Recognition of previously unrecognized losses carried forward
15,128

32,405

 Reported tax expense / income
783

9,426

 
 
 
 Accumulated loss carry-forward for which no tax asset has
 
 
 been recognized*)
113,006

126,279


*) with no expiry date. 27,902 TSEK was restricted from usage in 2009 and 2010 due to tax merger regulations.
    
                   
Deferred taxes     

 
December 31,
January 1,
 
2010
2009
2009
 Opening balance of deferred tax assets (tax liabilities)
(44,530
)
5,514

 
 Changes during the year with income statement effects
39,167

30,023

 
 Deferred tax liability which should be booked on intangible assets
 
 
 
 from acquisitions.
(37,052
)
(82,578
)
 
 Translation differences
(1
)
2,511

 
 Closing balance of deferred tax assets (tax liabilities)
(42,416
)
(44,530
)
 
 
 
 
 
 
 
 
 
 Deferred tax assets
 
 
 
 To use after more than 12 months
52,141

41,432

12,193

 
 
 
 
 Deferred tax liabilities
 
 
 
 To pay after more than 12 months
94,557

85,962

6,679







 
December 31,
January 1,
 
2010
2009
2009
 Specification of net deferred tax assets and liabilities
 
 
 
 Machinery and equipment
16,155

13,529

9,075

 Other non-current assets
(2,358
)
(3,591
)

 Inventory
5,282

4,454

4,683

 Loss carry forwards
53,901

40,539

8,603

 Intangible assets
(101,978
)
(85,498
)
(6,807
)
 Untaxed reserves
(14,444
)
(14,214
)
(12,063
)
 Other temporary differences
1,026

251

2,023

 
(42,416
)
(44,530
)
5,514



Note 6     Goodwill
 
2010
2009
 
 
 
 Opening balance
884,683

775,353

 Purchases
163,562

77,666

 Translation differences
(46,257
)
31,664

 Closing balance
1,001,988

884,683


Additions to 2009 relates to goodwill from purchase price allocation from acquisitions made during 2009. Additions in 2010 relate to acquisitions in 2010 and earn-outs as well as adjustments to the preliminary acquisition analysis for Commidea Ltd (with the effect of 126 510 TSEK). The table below illustrates the carrying amount for goodwill distributed per cash generating unit:
 
December 31,
January 1,
 
2010
2009
2009
 
 
 
 
 Point Transaction Systems AB (Sweden)
172,565

172,565

172,565

 Point Transaction Systems AS (Norway)
154,245

166,485

146,694

 Point Transaction Systems A/S (Denmark)
201,788

203,920

178,640

 Point Transaction Systems Ehf (Iceland)
25,605

22,731

47,017

 Point Transaction Systems OY (Finland)
65,142

74,918

65,283

 Point Transaction Systems SIA (Latvia)
9,405

10,829

9,584

 Babs Paylink (Sweden)
155,570

155,570

155,570

 Commidea Ltd
204,175

77,665


 Xileo Transaction Systems SAS (France)
13,493



 
1,001,988

884,683

775,353


The cash generating units' recoverable value is based on value in use. These calculations are based on estimated cash flows based on future financial plans, estimates and budgets approved by management covering a six year period and subsequently apply terminal value with a constant growth rate of 1 percent. Management has determined the financial plans based on previous results, experiences and expectations for the market. The plans include, among other assumptions about product launches, price trends, sales volumes, competitive products and cost. A plan period longer than five year is applied in order to better reflect the real life cycle of POS terminals. Point Group expects to grow more than the general market of 3-6% per year.

A discount rate of 12 percent (2009: 12 percent) after tax is applied when calculating the present value of the estimated cash flows per cash generating unit. The recoverable amount of the tested units exceeds their carrying values and thus has no reported impairments. The Group performed sensitivity analyzes on the following





parameters: discount rates, sales volumes, selling prices and growth rates; and found that there are sufficient headroom in the calculations.


Note 7     Other intangible assets

 
2010
2009
 
 
 
 Acquisition value brought forward
460,256

150,929

 Purchases
143,291

308,282

 Sales/disposals
(27
)

 Translation differences
(33,009
)
1,045

 Accumulated acquisition value carried forward
570,511

460,256

 
 
 
 Depreciation brought forward
(76,604
)
(48,970
)
 Translation differences
5,677

701

 Depreciation for the year
(86,837
)
(28,335
)
 Accumulated depreciation carried forward
(157,764
)
(76,604
)
 
 
 
 Residual value carried forward
412,747

383,652

 
 
 
 Other intangible assets consists of:
 
 
 Capitalized development expenditure
33,214

31,953

 Acquired customer base
365,131

332,424

 Acquired software
14,402

19,275

 
412,747

383,652








Note 8     Machinery and equipment

 
2010
2009
 
 
 
 Acquisition value brought forward
377,800

247,029

 Purchases
167,563

161,797

 Sales/disposals
(55,319
)
(33,383
)
 Translation differences
(3,888
)
2,357

 Accumulated acquisition value carried forward
486,156

377,800

 
 
 
 Depreciation brought forward
(159,850
)
(118,138
)
 Sales/disposals
31,725

32,020

 Translation differences
(1,792
)
(15,462
)
 Depreciation for the year
(93,913
)
(58,270
)
 Accumulated depreciation carried forward
(223,830
)
(159,850
)
 
 
 
 Write-downs brought forward
(2,094
)
(2,094
)
 Accumulated write-downs carried forward
(2,094
)
(2,094
)
 
 
 
 Residual value carried forward
260,232

215,856


The majority of the equipment consists of POS terminals and ATMs deployed at various customer sites.
As of December 2010, the Group had, in the normal course of business, committed to purchase additional equipment of 58,761 TSEK (57,782 TSEK).






Note 9 Group companies and acquisitions

 
 Corporate
Registered
 No. of
 Share of
 
Identity no.
office
 shares
equity
    Directly owned:
 
 
 
 
 Electronic Transaction Group Nordic AB
    556667-2696
   Sweden
1,000

100
%
 
 
 
 
 
 Indirectly owned:
 
 
 
 
 Point International AS
 946 924 563
 Norway
242,515

100
%
 Point Transaction Systems AB
 556351-4347
 Sweden
5,000

100
%
 Point Transaction System AS
 861 219 232
 Norway
3,000

100
%
 Point Transaction System A/S
 15 40 12 81
 Denmark
3,000

100
%
 Point Transaction System Ehf
 580995-2099
 Iceland
30,000

100
%
 Point Transaction System OY
 0943819-9
 Finland
1,000

100
%
 Point Transaction System SIA
4,000,385,807
 Latvia
235

100
%
 Babs Paylink AB
 556567-2200
 Sweden
5,100

51
%
 Commidea Ltd
2,747,866
 United Kingdom
1,000

100
%
 CTcoin.dk A/S
 29 80 23 00
 Denmark
2,500

100
%
 XTS Holding SAS
 528 650 419
 France
1,000

100
%
 Xileo Transaction Systems SAS
 443 305 065
 France
716

100
%

The acquisition of Xileo Transaction Systems SAS on December 3, 2010 brought revenue of 4,408 TSEK, operating profit before depreciation of 232 TSEK and operating loss of 461 TSEK to the Group's consolidated accounts for 2010. The acquisition would have led to an increase in revenue of 50,957 TSEK, an increase in operating profit before depreciation of 2,055 TSEK and a reduction in operating profit of 5,579 TSEK had Xileo Transaction Systems SAS been included in the consolidated accounts for the entire 2010. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2010. Additionally, there is a contingent, deferred consideration (a so-called “earn out”) estimated to, and determined to be, 1.8 MEUR to be paid in 2012, which is included in the purchase price allocation.

XTS Holding SAS was formed at the end of 2010 to acquire the shares in Xileo Transaction Systems SAS.

The acquisition of CTcoin.dk A/S on November 1, 2010 brought revenue of 10,735 TSEK, operating profit before depreciation of 2,126 TSEK and operating loss of 1,200 TSEK to the Group's consolidated accounts for 2010. The acquisition would have led to an increase in revenue of 65,079 TSEK, an increase in operating profit before depreciation of 11,262 TSEK and a reduction in operating profit of 8,987 TSEK had CTcoin.dk A/S been included in the consolidated accounts for the entire 2010. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2010. Additionally, there is a contingent, deferred consideration estimated to 5 MDKK to be paid which is included in the purchase price allocation and settled in 2011.

The acquisition of Commidea Ltd on December 10, 2009 brought revenue of 10,885 TSEK, operating profit before depreciation of 2,315 TSEK and operating loss of 3,001 TSEK to the Group's consolidated accounts for 2009. The acquisition would have led to an increase in revenue of 149,267 TSEK, an increase in operating profit before depreciation of 39,578 TSEK and a reduction in operating profit of 45,154 TSEK had Commidea Ltd been included in the consolidated accounts for the entire 2009. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2009. Additionally, there is a contingent, deferred consideration estimated to 11 MGBP, which is included in the purchase price allocation that was finalized in 2010 once it became probable that the earn-out target would be met. 5 MGBP was paid in 2011 and the remaining 6 MGBP is likely to be paid in 2012.

The acquisition of Com Supply AS on May 8, 2009 brought revenue of 7,971 TSEK, operating profit before depreciation of 659 TSEK and operating loss of 487 TSEK to the Group's consolidated accounts for 2009. The acquisition would have led to an increase in revenues of 7,176 TSEK, an increase in operating result before





depreciation of 86 TSEK and a reduction in operating profit of 522 TSEK had Com Supply AS been included in the consolidated accounts for the entire 2009. Com Supply AS has been merged into Point Transaction System AS. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2009.
    
All the acquired companies in 2009 and 2010 operate the same business as the existing Group companies. Goodwill relates to market synergies gained through acquisitions, such as market knowledge and economies of scale.

The total net purchase price of acquisitions was 107,040 TSEK in 2010 and 285,719 TSEK in 2009 excluding contingent deferred consideration of 115,088 TSEK recognized in 2010 relating to prior year acquisitions with the following specification:
 
2010
2009
 
    Xileo
 CT.coin
 Commidea
 Com Supply
 
 
 
 
 
 Acquired customer base
40,482

94,236

285,952

8,967

 Other intangible assets
918

797


50

 Other non-current assets
567

3,088

74,285

1,339

 Current assets
24,168

27,087

48,053

5,117

 Deferred tax liability
(13,493
)
(23,559
)
(80,067
)
(2,511
)
 Other non-current liabilities
(1,143
)
(304
)
(19,536
)

 Current liabilities
(19,171
)
(17,672
)
(106,694
)
(3,639
)
 Total identified net assets
32,328

83,673

201,993

9,323

 
 
 
 
 
 Goodwill
13,492

23,559

77,667


 Considerations
45,820

107,232

279,660

9,323

 
 
 
 
 
 Cash and cash equivalents in acquired companies
(8,793
)
(14,978
)

(3,265
)
 Considerations to be paid for subsequent years
(16,203
)
(6,038
)


 Impact of acquisitions of companies on cash and cash equivalents since the start of the year
20,824

86,216

279,660

6,058


During 2010, transaction expenses of 2,968 TSEK was charged directly as other external expenses in the statement of comprehensive income, whereas such expenses was capitalized during 2009.

 
    Xileo
 CT.coin
 Commidea
 Com Supply
 Deferred consideration recognized as liability
 
 
 
 
 Non-current liabilities as at 31 December 2010


62,350


 Current liabilities as at 31 December 2010 (note 16)
16,204

6,038

52,738


 
 
 
 
 
 Non-current liabilities as at 31 December 2009




 Current liabilities as at 31 December 2009











Note 10 Inventories

 
December 31,
January 1,
 
2010
2009
2009
 Finished products and goods for resale
157,685

143,187

114,905

 Obsolescence reserve
(26,874
)
(26,253
)
(19,366
)
 
130,811

116,934

95,539



Note 11 Trade accounts receivable

 
December 31,
 
January 1,
 
2010
2009
2009
 Trade accounts receivable
154,305

135,410

66,496

 Provision for doubtful receivables
(5,842
)
(2,317
)
(1,308
)
 
148,463

133,093

65,188

 
 
 
 
 Aging structure
 
 
 
 Accounts receivable not yet due
100,578

86,267

39,584

 Less than 30 days past due
45,970

41,729

18,273

 Less than 90 days past due
4,515

4,835

6,039

 90-360 days past due
2,003

2,144

1,756

 More than 360 days past due
1,239

435

844

 
154,305

135,410

66,496

 
 
 
 
 Accumulated provision for doubtful receivables brought forward
(2,317
)
(1,308
)
(1,448
)
 Provisions for the year
(5,305
)
(1,747
)
(207
)
 Reversed provisions for the year

148

160

 Realized losses for the year
1,780

590

187

 Accumulated provision for doubtful receivables carried forward
(5,842
)
(2,317
)
(1,308
)


Note 12 Prepaid expenses and accrued income

 
December 31,
January 1,
 
2010
2009
2009
 Accrued interest income
4,076

2,849

2,747

 Prepaid rents
4,257

2,872

2,031

 Other prepaid expenses and accrued income
14,887

10,169

5,529

 
23,220

15,890

10,307








Note 13 Equity         

 
2010
2009
 Number of shares
 
 
 
 
 
 Number of shares brought forward
1,342,567

1,342,567

 New share issue
4,187


 Number of shares carried forward
1,346,754

1,342,567


During 2010, the parent company issued 4,187 ordinary shares with a nominal face value of 1 SEK as a part of a program to certain management key employees at the total price of 4,133 TSEK, of which 4 TSEK was recorded as an increase in share capital and 4,128 TSEK was recorded as an increase in other paid-up capital. Additionally, 7,694 warrants were issued (i.e. rights to purchase additional shares, in which one warrant entitles the holder to subscribe for one share at 987 SEK per share during the period from July 6, 2010 to July 5, 2013) at the total price of 1,769 TSEK which, in its entirety, was recorded as an increase in other paid-up capital. The price paid for these shares and warrants were at market value based on an independent valuation.


Note 14 Interest-bearing liabilities

 
December 31,
January 1,
 
2010
2009
2009
 Interest-bearing long-term liabilities
 
 
 
 Liabilities to credit institutions
764,946

813,966

387,623

 Shareholders´ loan
546,242

526,242

417,127

 
1,311,188

1,340,208

804,750

 
 
 
 
 Interest-bearing current liabilities
 
 
 
 Liabilities to credit institutions
65,972

31,231

80,674

 
65,972

31,231

80,674

 
 
 
 
 Total borrowings
1,377,160

1,371,439

885,424

 
 
 
 
 Days of maturity for interest-bearing liabilities
 
 
 
 Within 1 year
65,972

31,231

80,674

 Between 1 year and 5 years
377,007

316,482

387,623

 After 5 years
934,181

1,023,726

417,127

 
1,377,160

1,371,439

885,424

 
 
 
 
 Average interest on liabilities to credit institutions
5.4
%
4.6
%
7.9
%
 Average interest on shareholders´ loan
12
%
12
%
12
%


A change in the interbank rate with +/- 1 percent would affect the net interest income/expense by approximately +/- 8 MSEK (+/-11 MSEK) during the next 12-month period.







Note 15 Other liabilities
 
December 31,
January 1,
 
2010
2009
2009
 
 
 
 
 VAT, employee withholding taxes and social security payments
38,683

39,852

21,055

 Debt of remuneration to directors
950

950

962

 Other items
33,519

12,478

3,871

 
73,152

53,280

25,888



Note 16 Accrued expenses and deferred income

 
December 31,
January 1,
 
2010
2009
2009
 
 
 
 
 Accrued expenses related to personnel
46,590

29,554

27,498

 Deferred income
109,367

96,743

54,789

 Accrued interest expense
1,519

1,547

110

 Accrued earn-outs (note 9)
74,980



 Accrued transaction costs
9,498

18,315


 Other accrued expenses and deferred income
4,856

18,971

5,243

 
246,810

165,130

87,640



Note 17 Transactions with related parties

Intra-Group transactions and outstanding accounts have been eliminated in the consolidated accounts. Certain personal related expenses have been paid to Members of the Boards, managing directors and similar officers as outlined in note 3 and 13.

As outlined in note 14, there are loans to certain shareholders, whereby interest is accrued but not paid. The interest expense on these loans during 2010 was 58,526 TSEK (56,383 TSEK). Apart for the shareholder loans, there were no other transactions between the shareholders and Point Group during 2009 and 2010.







Note 18 Classification of financial assets and liabilities and risk management
2010
 
 
 
 
 
 
 Loans and receivables
 Derivatives
 Total financial assets
 Non-financial assets
 Total
 
 
 
 
 
 
 Intangible assets



1,414,735

1,414,735

 Tangible assets



260,232

260,232

 Deferred tax assets



52,141

52,141

 Long-term receivables



6,711

6,711

 Inventories, etc.



130,811

130,811

 Other receivables
148,463

2,358

150,821

27,616

178,437

 Cash and bank balances
201,773


201,773


201,773

 Total assets
350,236

2,358

352,594

1,892,246

2,244,840

 
 
 
 
 
 
 
 
 
 Financial liabilities
 Non-financial liabilities
Total
 
 
 
 
 
 
 Equity
 
 

264,498

264,498

 Deferred tax liabilities
 
 

94,557

94,557

 Interest-bearing liabilities
 
 
1,377,160


1,377,160

 Accrued expenses and deferred income
 
 

246,810

246,810

 Other liabilities
 
 
108,702

153,113

261,815

 Total equity and liabilities
 
 
1,485,862

758,978

2,244,840


2009
 
 
 
 
 
 
 Loans and receivables
 Derivatives
 Total financial assets
 Non-financial assets
 Total
 
 
 
 
 
 
 Intangible assets



1,268,335

1,268,335

 Tangible assets



215,856

215,856

 Deferred tax assets



41,432

41,432

 Long-term receivables



3,644

3,644

 Inventories, etc.



116,934

116,934

 Other receivables
133,093


133,093

18,537

151,630

 Cash and bank balances
191,708


191,708


191,708

 Total assets
324,801


324,801

1,664,738

1,989,539

 
 
 
 
 
 
 
 
 
 Financial liabilities
 Non-financial liabilities
 Total
 
 
 
 
 
 
 Equity
 
 

218,726

218,726

 Deferred tax liabilities
 
 

85,962

85,962

 Interest-bearing liabilities
 
 
1,371,439


1,371,439

 Accrued expenses and deferred income
 
 

165,130

165,130

 Other liabilities
 
 
91,445

56,837

148,282

 Total equity and liabilities
 
 
1,462,884

526,655

1,989,539


Derivatives represent interest rate swaps that are used to economically hedge interest rate exposure on the Group's outstanding variable interest rate debt. The nominal value of the derivatives is 532 MSEK (2009: 0 MSEK). The





interest rate swaps are valued based on observable inputs and are classified in level 2 in the IFRS 7 fair value hierarchy.

For all financial assets and liabilities, fair values are estimated to equal the book values included on the balance sheet, particularly as time to maturity is short for current financing items and non-current financial items to credit institutions have variable interest rates. According to Group management, the interest on shareholder loans is in accordance with market terms and conditions.

Risk and risk management
The Group has representation in 10 countries. The Group is therefore exposed to both commercial and financial risks. The group is mainly exposed to financial risk in exchange rate fluctuations, interest rate fluctuations, liquidity risk and credit risk.

Exchange rate risk
The greatest financial risk that The Group is exposed to relates to foreign exchange rate risk. A change in the foreign exchange rates affects the profit/loss, equity and competitive situation of the Group in various ways:

The profit/loss is affected when sales and purchases are denominated in different currencies (transaction exposure).
The profit/loss is affected when assets and liabilities are denominated in different currencies (translation exposure).
The profit/loss is affected when the profit/loss of the foreign subsidiaries is translated to Swedish kronor (translation exposure).
The equity is affected when the net assets of the foreign subsidiaries are translated to Swedish kronor (translation exposure).

The shareholder loans are nominated in Norwegian kroner (NOK, i.e. not the functional currency of the Group parent company), which represents 39.6 percent (38.3 percent) of total borrowings in 2010.
    
Interest rate risk
Interest rate risk is related to changes in market interest rates. The Group has liabilities to credit institutions with variable interest rates based on the local 3-month inter-bank borrowing rates plus a fixed margin. To reduce the interest rate exposure the Group hedges the majority of its liabilities to credit institutions through variable to fixed interest rate swap agreements. Such agreements are stated at their fair values and hedge accounting is not applied.

Liquidity risk
Liquidity risk is the risk if sales will fall and or cost will rise to a level where we are not able to meet our obligations. The Group has external financing from credit institutions with unused revolving facilities of
5 MEUR (5 MEUR), unused capital expenditure facilities of 7.5 MEUR (7.5 MEUR) and a separate unused credit facility of 53 MSEK (34 MSEK). The Group had 202 MSEK (192 MSEK) in cash by year end 2010.

Under its credit facility agreements, the Group is subject to certain financial restrictions and covenants. The Group has been in compliance with all such financial restrictions and covenants.

Credit risk
Within the Group, credit risks and credit losses are mainly attributable to trade accounts receivable. For most customers, the Group has direct debit access to their bank accounts. For Service revenues, the Group also has a large number of customers that pays in advance. Additionally, most Group companies have an ability to stop delivering the service in case the customer does not pay on time. Through coordination of credit monitoring within the Group, the risk exposure and thus the credit losses are kept at an acceptable level.

Group management has adopted policies and work actively to handle the various risk elements.    
 






Note 19 Restatement

At the issuance of these financial statements in 2012, the Group has restated previously presented financial information relating to 2009 and 2010. In summary, the adjustments are as follows:
 
2010
2009
 
 Net profit as previously reported
37,887

3,899

 
 Net sales
(2,160
)

 
 Goods for sale
(31,494
)
(19,940
)
 
 Depreciation of tangible and intangible assets
16,403

13,533

 
 Financial income
2,358


 
 Tax
39,249

32,229

 
 Net profit after restatement
62,243

29,721

 
 
 
 
 
 
December 31,
January 1,
 
2010
2009
2009
 Total assets as previously reported
2,162,528

1,900,475

1,306,135

 Goodwill
109,006

117,776

9,632

 Machinery and equipment
(54,259
)
(40,891
)
(33,652
)
 Deferred tax assets
43,928

29,167


 Inventories, etc.
(18,721
)
(16,988
)
(17,838
)
 Other receivables
2,358



 Total assets after restatement
2,244,840

1,989,539

1,264,277

 
 
 
 
 Total liabilities as previously reported
1,897,749

1,702,941

1,077,479

 Deferred tax liabilities
82,834

70,271

(6,733
)
 Accrued expenses and deferred income
(241
)
(2,399
)

 Total liabilities after restatement
1,980,342

1,770,813

1,070,746

 
 
 
 
 Equity as previously reported
264,779

197,534

228,656

 Adjustment to assets
82,313

89,063

(41,859
)
 Adjustment to liabilities
(82,594
)
(67,871
)
6,734

 Equity after restatement
264,498

218,726

193,531


The restatement relates to the correction of errors relating to valuation of inventory and tangible assets, provisions for deferred taxes in the purchase price allocation for acquired businesses, the foreign currency translation of goodwill, reduction of deferred revenue at acquisition, recognition of interest rate swaps and the recognition of the tax effects of loss carry forwards. The cash flow statements have been restated as a consequence and also to correct for the treatment of unrealized exchange differences on borrowings. The adjustments to the cash flow statements were:

 
2010
2009
 Current operations
(26,832
)
(119,917
)
 Investment activities
29,771

73,347

 Financing activities
(2,939
)
46,570

 Cash flow




Note 20 Significant events after the financial year-end

CTcoin.dk A/S in Denmark was merged into Point Transaction System A/S with effect from January 1, 2011.






In January 2011, Point acquired Adimo Norge AS. Adimo is the largest distributor of payment terminals in Norway and has large, medium-sized and independent business customers in public business sectors, as well as private business enterprises. Adimo has 11 employees and is situated in Oslo, Norway. During 2011, business activities and financial accounts have been integrated between Point Transaction Systems AS and Adimo, and it has been decided to merge Adimo into Point Transaction Systems AS from January 1, 2012. The purchase price of 36 MNOK will be included in the Group cash flow statement as an acquisition in 2011.

In May 2011, Point acquired Paybox Services. Paybox provides the merchants secure payment solutions in different sales channels such as online, by telephone and in-store payments. The Paybox platform interfaces between channels and destinations such as financial operators, banking and business partners. The company was founded in 2000 and has since then developed a complete multi-channel offering both physical and remote. Headquartered in Guyancourt outside Paris, France. The purchase price of 27 MEUR will be included in the Group cash flow statement as an acquisition in 2011. Additionally, there is a contingent, deferred consideration (a so-called “earn out”) estimated to 5 MEUR to be paid in 2012, which is included in the preliminary purchase price allocation. The total net purchase price is specified as follows in the preliminary purchase price allocation which is unaudited (no goodwill has been recognized awaiting the final purchase price allocation):
 Acquired customer base
376,135

 Other intangible assets
293

 Other non-current assets
8,039

 Current assets
49,372

 Deferred tax liability
(124,125
)
 Other non-current liabilities
(915
)
 Current liabilities
(22,642
)
 Total identified net assets
286,157

 
 
 Goodwill

 Considerations
286,157

 
 
 Cash and cash equivalents in acquired companies
(37,380
)
 Settlement of consideration to be paid in the subsequent year
(44,415
)
 Impact on cash and cash equivalents in 2011
204,362



In July 2011, Point acquired TS3 Services Ltd. TS3 is a leading provider of secure transaction solutions for electronic payment and other electronic transactions of value to a wide range of clients from multi-national card payment acquirers, retailers and payment network operators through to individual retail and mobile traders. The purchase price of 6 MGBP will be included in the Group cash flow statement as an acquisition in 2011. Additionally, there is a contingent, deferred consideration (a so-called “earn out”) estimated to 2 MGBP to be paid partly in 2012 and 2013, which is included in the preliminary purchase price allocation.

In December 2011 all shares in the ETG Nordic Holding AB, the holding company of the Point Group, were acquired by VeriFone Inc., one of the world's largest companies within the payment solutions systems. VeriFone has announced that the total consideration was 1,025 MUSD including long-term debt. In connection with the VeriFone acquisition, most external interest-bearing liabilities to credit institutions and shareholders of Point were converted into shareholder loan from VeriFone Nordic AB at market terms and conditions.