EX-99.2 4 exhibit992.htm UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF POINT Exhibit 99.2


Exhibit 99.2


FINANCIAL STATEMENTS



Interim consolidated statements of comprehensive income
(unaudited)
SEK in thousands
January-September 2011

January-September 2010

Net sales
1,083,035

942,233

 
 
 
Operating expenses
 
 
Good for resale
(316,879
)
(333,637
)
Other external expenses
(153,262
)
(107,511
)
Personnel expenses
(314,187
)
(244,385
)
Depreciation of tangible and intangible assets
(169,011
)
(124,522
)
Operating income
129,696

132,178

 
 
 
Result from financial investments
 
 
Financial Income
11,700

6,610

Financial expenses
(100,367
)
(59,142
)
Profit after financial items
41,029

79,646

 
 
 
Tax
(10,918
)
3,357

Net profit for the period
30,111

83,003

 
 
 
Other comprehensive income:
 
 
Translation differences (with no tax effect)
(276
)
65,248

Comprehensive income for the period
29,835

148,251

 
 
 
Net profit for the period attributable to:
 
 
Parent company's shareholders
16,011

71,798

Non-controlling interest
14,100

11,205

Net profit for the period
30,111

83,003

 
 
 
Comprehensive income for the period attributable to:
 
 
Parent company's shareholders
15,735

137,046

Non-controlling interest
14,100

11,205

Income for the period
29,835

148,251











Interim consolidated statement of financial position
(unaudited)
SEK in thousands
September 30, 2011

December 31, 2010

 
 
 
ASSETS
 
 
Non-current assets
 
 
Intangible assets
 
 
Goodwill
1,013,928

1,001,988

Other intangible assets
691,265

412,747

 
 
 
Tangible assets
 
 
Machinery and equipment
324,300

260,232

 
 
 
Financial assets
 
 
Deferred tax assets
50,076

52,141

Other long term receivables/financial assets
3,225

6,711

Total non-current assets
2,082,794

1,733,819

 
 
 
Current assets
 
 
Inventories
169,158

130,811

Trade accounts receivable
162,765

148,463

Other receivables
14,359

6,754

Prepaid expenses and accrued income
34,474

23,220

Cash and bank balances
220,529

201,773

Total current assets
601,285

511,021

Total assets
2,684,079

2,244,840













SEK in thousands
September 30, 2011

December 31, 2010

 
 
 
EQUITY AND LIABILITIES
 
 
Equity
 
 
Share capital
1,350

1,347

Other paid-up capital
189,594

185,998

Translation reserves
3,845

1,658

Retained earnings
95,806

75,495

Total equity
290,595

264,498

 
 
 
Non-current liabilities
 
 
Interest-bearing non-current liabilities
1,661,025

1,311,188

Deferred tax liabilities
78,889

94,557

Other provisions
14,343

64,360

Total non-current liabilities
1,754,257

1,470,105

 
 
 
Current liabilities
 
 
Interest-bearing current liabilities
107,305

65,972

Trade accounts payable
97,465

108,701

Tax liabilities
13,944

15,602

Other current liabilities
134,102

73,152

Accrued expenses and deferred income
286,411

246,810

Total current liabilities
639,228

510,237

 
 
 
Total equity and liabilities
2,684,080

2,244,840


















Interim consolidated statement of changes in equity
 
 
 
 
For the nine months ended 30 September 2011
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
Attributable to Parent company's shareholders
Attributable to non-controlling interest
 
SEK in thousands
Share capital

Other paid-up capital

Translation reserves

Retained earnings

Total equity

 
 
 
 
 
 
 
As at 1 January 2011
1,347

185,998

1,658

22,135

53,360

264,498

 
 
 
 
 
 
 
Net income for the period



16,011

14,100

30,111

Exchange differences on translation of foreign operations


2,187



2,187

Total comprehensive income


2,187

16,011

14,100

32,298

New share issue
3

3,596




3,599

Dividends




(9,800
)
(9,800
)
As at 30 September 2011
1,350

189,594

3,845

38,146

57,660

290,595

 
 
 
 
 
 
 
For the nine months ended 30 September 2010
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
Attributable to Parent company's shareholders
Attributable to non-controlling interest

 
SEK in thousands
Share capital

Other paid-up capital

Translation reserves

Retained earnings

Total equity

 
 
 
 
 
 
 
As at 1 January 2010
1,343

180,100

24,031

(24,720
)
37,972

218,726

 
 
 
 
 
 
 
Net income for the period



71,798

11,205

83,003

Exchange differences on translation of foreign operations


25,577



25,577

Total comprehensive income


25,577

71,798

11,205

108,580

New share issue
4

5,898




5,902

Dividends






As at 30 September 2010
1,347

185,998

49,608

47,078

49,177

333,208











Interim consolidated statement of cash flows
 
 
(unaudited)
 
 
SEK in thousands
January-September 2011

January-September 2010

 
 
 
Current operations
 
 
Net operating income
129,696

132,178

Adjustment for items not included in cash flow
175,494

137,154

Net financial expenses paid
(38,768
)
(27,064
)
Net income tax paid
(36,159
)
(22,563
)
 
 
 
Cash flow from current operations before changes in working capital
230,263

219,705

 
 
 
Change in working capital
(29,923
)
(18,725
)
Cash flow from current operations
200,340

200,980

 
 
 
Investment activities
 
 
Acquisitions of subsidiaries, net
(362,699
)

Net other capital expenditure
(151,025
)
(126,542
)
Cash flow from investment activities
(513,724
)
(126,542
)
 
 
 
Financing activities
 
 
New share and warrant issue
3,599

5,902

New long-term debt
355,720


Other changes in non-current liabilities
(174
)
(2,320
)
Amortisation of debt
(20,780
)
(26,202
)
Dividends paid
(9,800
)

Cash flow from financing activities
328,565

(22,620
)
 
 
 
Changes in liquid funds
15,181

51,818

Liquid funds at the beginning of the period
201,773

191,708

Exchange rate difference in liquid funds
3,575

(13,064
)
Liquid funds at the end of the period
220,529

230,462








OTHER INFORMATION
General information
Electronic Transaction Group Nordic Holding AB (”ETG Nordic Holding AB”) with subsidiaries provides electronic payment solutions to retail and service customers as well as secure hardware and software solutions for ATMs. The Parent company is a limited company with registered office in the municipality of Stockholm, Sweden. The address of the headquarters is Karlavägen 58, 114 49 Stockholm, Sweden.

Accounting and interim reporting 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. No changes have been made as regards the Company's accounting policies since 31 December 2010.



Basis of preparation
ETG Nordic Holding's consolidated accounts are based on historical cost. Unless otherwise indicated, all amounts are in thousands of Swedish kronor (TSEK).

Statement of compliance with regulations applied
The consolidated accounts have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). The interim report has been prepared in accordance with IAS 34 for Interim Financial Reporting.

Consolidated accounts
The consolidated accounts cover the Parent company and its subsidiaries. The financial reports of the Parent company and the subsidiaries included in the consolidated accounts relate to the same period and have been prepared in accordance with the accounting policies applied in the Group. The same accounting policies and methods of computation are followed in the interim financial statements as were followed in the 2010 financial statements issued on March 16, 2002.

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. In applying the purchase method, the purchase price of the shares or the business acquired, is allocated between acquired assets, assumed obligations and liabilities at their fair values. If the purchase price exceeds the fair value of the net assets of the acquired company, the difference is reported as goodwill. If the acquisition value is less than the fair value of the net assets of the acquired company, the difference is recognized directly in the income statement.

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.







Participations in group companies and changes in the composition of the group

 
Registered office
Corporate identity number
No. of participations

 Share of equity

 Directly owned:
 
 
 
 
 Electronic Transaction Group Nordic AB
   Stockholm
    556667-2696
1,000

100
%
 
 
 
 
 
 Indirectly owned:
 
 
 
 
 Point International AS
 Norway
946924563
242,515

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

100
%
 Point Transaction System AS
 Norway
861219232
3,000

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

100
%
 Point Transaction Systems a Islandi Ehf
 Iceland
 580995-2099
30,000

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

100
%
 Point Transaction System SIA
 Latvia
4000385807
235

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

51
%
 Commidea Ltd
 United Kingdom
02747866
1,000

100
%
 Point Holding SAS
 France
528650419
1,000

100
%
 Xileo Transaction Systems SAS
 France
443305065
716

100
%
 Adimo Norge AS
 Norway
985486425
92,213

100
%
 Point Finland Holding Oy
 Finland
 2414961-9
1,000

100
%
 Paybox Services SAS
 France
431408608
5,240

100
%
 Paybox Expansion SAS
 France
478355100
4,920

100
%
 TS3 Holdings Ltd
 United Kingdom
04828052
15,000

100
%
 TS3 Services Ltd
 United Kingdom
05072666
1,000

100
%

The acquisition of Adimo Norge AS on 31 January 2011 would have led to an increase in revenues of SEK 3 million and an increase in operating result before depreciations of SEK 0.1 million had Adimo Norge AS been included in the consolidated accounts for the entire interim period from January to September 2011. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2011.

The acquisition of Paybox Services SAS and Paybox Expansion SAS on 31 May 2011 would have led to an increase in revenues of SEK 32 million and an increase in operating result before depreciations of SEK 9 million had the two companies been included in the consolidated accounts for the entire interim period from January to September 2011. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2011.

In June 2011, ETG Nordic AB founded Point Finland Holding Oy for the purpose of acquiring TS3 Holdings Ltd (as described below).
On 1 July 2011 Point Finland Holding Oy acquired all the outstanding shares of TS3 Holdings Ltd, including its operating subsidiary TS3 Services Ltd. Point Finland Holding Oy transferred the purchase price to a legal advisor's client account at the end of June 2011. Hence, other current receivables were higher as of 30 June 2011 than comparable periods. The acquisition of the TS3 companies would have led to an increase in revenues of SEK 14 million and an increase in operating result before depreciations of SEK 4 million had the two companies been included in the consolidated accounts for the entire interim period from January to September 2011. The purchase price is included in the Group cash flow statement as a subsidiary acquisition in 2011.    

All the acquired companies in 2011 operate the same business as the existing Group companies, and the total purchase price of acquisitions was SEK 248 million. During 2011, Point Group received additional financing from credit institutions of SEK 356 million, which mostly was used to finance the acquisitions of Paybox and TS3.

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





                
Unusual items and events subsequent to the interim financial period ending 30 September 2011
There are no unusual items affecting assets, liabilities, equity, net income, or cash flows.                    

After the interim period, on 13 November 2011 VeriFone Systems Inc. signed a definitive agreement to acquire Point Group. The acquisition closed by the end of 2011.

No material events have occurred subsequent to the interim financial period ending 30 September 2011 that could materially impact the interim report or the judgements therein.        
            
Related party transactions                    
There were transactions between group companies, with intra-Group revenues of SEK 165 million and dividends of SEK 17 million during the period of 1 January - 30 September 2011 (SEK 132 million and SEK 32 million in the period of 1 January - 30 September 2010). 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. There have been no transactions with the Group's owners or other related parties, other than interest on shareholders loan.    
                
Employees                    
The average number of employees was 745 during the period of 1 January - 30 September 2011 (537 in the period of 1 January - 30 September 2010). As of 30 September 2011, there were 849 employees within Point Group, up from 579 employees in September 2010. The increase of 270 employees during the last twelve months is partly caused by acquisitions in France, United Kingdom, Denmark and Norway and partly due to general organic growth within existing companies.
                    
Risks and uncertainty factors
Point is a Pan European Group with representation in nine countries. The Group is therefore exposed to both commercial and financial risks. The greatest financial risk that Point is exposed to is foreign exchange risk. Changes in foreign exchange rates affect the profit/loss, equity and competitive situation of the company in different ways:

The profit/loss is affected when sale and purchase 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 subsidiaries with foreign functional currencies are translated to Swedish kronor (translation exposure).
The equity is affected when the net assets of the subsidiaries with foreign functional currencies are translated to Swedish kronor (translation exposure).