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). |