Annual report 2006 Fingerprint Cards AB (publ)
Transcription
Annual report 2006 Fingerprint Cards AB (publ)
Annual report 2006 Fingerprint Cards AB (publ) Contents 2006 – A Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Statement by the President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Commercial concept . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Market and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Technology and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Patent Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Products and Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Organisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Share data and Ownership structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Administration report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Notes and supplementary disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Five-year summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Board, Management, The Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Annual general meeting The Annual General Meeting will be held on Thursday May 31, 2007, at 17.30 hrs, in the Västerhavet room at the Radisson SAS Scandinavia Hotel, Södra Hamngatan 59–65 in Gothenburg. Those shareholders registered in the VPC-maintained shareholders’ register as at Thursday May 24, 2007, are entitled to attend. Notification of attendance should reach the company at this address: Fingerprint Cards AB, P.O. Box 2412, SE-403 16 Gothenburg, or by fax +46 31 13 73 85, or by e-mail: [email protected] no later than Thursday May 24 at 16.00 hrs. Dividend The board proposes a dividend of zero (0) SEK to the AGM. Date(s) of financial information Quarterly report for the period: January – March 2007, May 10, 2007 Quarterly report for the period: January – June 2007, August 16, 2007 Quarterly report for the period: January – September 2007, October 26, 2007 Press release on annual accounts for 2007, February 2008 2007 Annual report, April 2008 2006 – A Summary At the beginning of the year the Sales & Marketing organisation was strengthened with the appointment of a sales manager responsible for North America and EMEA. In February the Company received an order valued at MSEK 1 from its distributor in South Korea, Camos Tech Co. Ltd. The technology will be used in access systems for hotels, bank premises and offices, and the order was for embedded fingerprint systems. A further order from Hardware & Software Technologies Co. Ltd in Taiwan was received in March. This concerned an IT security system for Chinese banks being developed by a Chinese customer, and an automobile application with another Chinese partner. The order value was MSEK 7.3 and delivery was made during 2006. In April Camos Tech Co Ltd placed a second order, this time valued at MSEK 3.1 for complete identification systems. These were directed towards the physical access control markets in a product developed by Camos Tech’s parent company. The main areas of use are the leisure, banking, and office property sectors. In May the Annual General Meeting of shareholders authorised the Board to issue three million new B shares with deviation from shareholders’ pre-emption rights. In August the company received its largest systems order to date – valued at MSEK 9 and with delivery before the year-end – from Secure Design KK, its distributor in Japan. As a result of the Company’s expanding sales strategy a new US distributor was appointed in August. Component Distributors Inc (CDI) signed a distributor licence agreement for the US market. CDI is based in Florida, and has more than ten offices located throughout the USA. In October the board decided to go ahead with a new stock issue amounting to MSEK 70.1 before issue expenses. The subscription price was set at SEK 25 and the prescription period to 15 November – 1 December. The issue was fully subscribed to and the Company’s major shareholder, Technoimagia Sweden AB had subscribed for its full share of the issue. On the closing payment day Technoimagia had not made payment. The board decided to prolong the time for payment with the final payment due by 20 December. Circumstances related to Technoimagia made the board apply for a temporary attachment upon Technoimagia’s assets, and this was obtained at the municipal court in Stockholm on 12 December. On the 20 December Technoimagia completed payment for its new issue shares following heavy sales of existing shares in Fingerprint Cards. After the full new issue had been registered Technoimagia´s share was down to 28% of the total votes and 12% of the capital. The attachment upon Technoimagia´s assets was lifted. At the close of the year the Company had to conclude that Secure Design had not completed on the order worth MSEK 9 with respect to delivery before the year-end. Only a part delivery, corresponding to approximately 8 % of the order value was made in December 2006. The parties are discussing a solution to the problem. Operations for the year showed a loss of MSEK –19.7 (-17.5). Operating income for the financial year totalled MSEK 11.1 (2.7) for the group. Net financial items were MSEK 0.3 (0.5). Internal and external technology developments amounted to MSEK 9.5 (6.2) Available liquid funds at the year-end amounted to MSEK 71.1 (40.0) Events after the end of the financial year In January Hardware & Software Technologies Co. Ltd (HST) placed a sensor order valued at MSEK 22. The sensors will be delivered from the first quarter of 2007 to the first quarter of 2008, and will follow earlier deliveries from HST to its banking applications customers in China. In late February HST placed a further volume order for sensors worth MSEK 21. Deliveries will continue until the first quarter of 2008 and the sensors will be used in IT security products. Early in April a further part delivery was made to Secure Design KK corresponding to approximately 16% of the total order value of MSEK 9. 4 2006 – A Summary Statement by the President A few major factors have influenced the Company’s direction this year: in particular a successful new rights issue and a cluster of our biggest orders to date. While these have been clearly visible it is also important to know that behind the scenes we have been working efficiently on a series of carefully defined and timed projects in the preparation for important changes in 2007. The year therefore saw the affirmation of some key opportunities with respect to our sales and marketing direction, and it has put us in a strategically useful position. Capitalising We began the year with a new, major owner, which brought with it new capital at the end of 2005; however, by the end of this year a further preferential rights issue to our stockholders resulted in significantly greater capital inflow of MSEK 70.1 before costs were accounted for, and by the end of the share issue our major owner had greatly reduced its stake. All this puts us in a sound financial position for the coming years, giving us a degree of freedom and most importantly it allows us to progress with the plans made and prepared for. In connection with this new issue the Board has decided that this two year period should see a considerable increase in sales and production with the aim of achieving a positive operating result on an annual basis. Market entries Of cumulative importance this year has been our strengthening access to Asian markets, where our technology performs well and where there are very real and substantial opportunities for biometrics in the commercial sector. Our Sales and Marketing team has worked hard to achieve this, working through what have proved to be effective distributor channels. This marks an important turning point because the opportunities being serviced by the development partners using our technology are commercial ones in the fields of IT, physical access, and banking security. Government sponsored projects have also continued to grow impressively in the USA, where we also secured a new distributor during the year. Improving our delivery position We have developed an innovative technology including a sensor giving superior image quality. However, this is only one step in the process of reaching commercial success. During the year substantial resources were devoted to building up production capacity at sub-contractor level concerning packaging of the sensor component. These efforts were successful and by the year-end the production capacity was significantly increased and with sustained quality level. Our delivery position is now satisfactory and will be further improved throughout the coming period. Better margins In parallel with the efforts to increasing production volume important development projects were in progress aimed at improving our sales margins. We are developing a new packaging solution for the sensor; one that can be produced in very high volumes and to a considerably lower cost, which together with the new processor ASIC we design will give us significantly improved sales margins. These production cost reducing measures will have progressive effects during the coming year noticeable in our accounts above all from the second half of the year. We have an exciting time ahead of us, where we can look forward to considerably increased sales and production volumes and to much improved sales margins. Our aim is to build up a strong foundation for future profitability. Gothenburg, April 2007 Lennart Carlson President Fingerprint Cards AB Statement by the President 5 Commercial Concept Fingerprint Cards is a technology company with a strong intellectual property portfolio. Its customers are mainly developers of end-user products or solutions in which the Company’s technology can be integrated. These are reached directly or through the Company’s global distributor/reseller network. Central concepts Technical development is essential to the Company’s position, where it is particularly strong in the arena of small and cost effective embedded systems. The silicon technology and the biometric methodologies at the core of the Company’s offering are not only innovative, but well-protected, offering a trustworthy foundation for progressive business development. The central business concept is to deliver both components and complete systems of FPC original fingerprint technology from within a variable framework of licence agreements. While this approach extends ultimately to well-developed customer projects where only royalties are gained and the licensing customer manages all hardware production issues, the Company has found increasing degrees of success in the supply of sensors and embedded systems components, and as a result has become well-adapted to current as well as future market needs. Just as the market for biometrics continues its growth in depth and diversity, then so the Company will benefit from the reach and flexibility of its business model. Image and system level views Historically there have been two views on approaching biometric technologies: the image processing level and the wider system’s deployment. Fingerprint Cards has a development approach to encompass both levels. At the core technology level, dealing with image capture and processing, it has a leading imaging technology in both area and swipe sensor form factors, supported by an intellectual property portfolio. At the systems level it offers the algorithm methodologies and software for both area and swipe sensors, extending this to identification matching for products where the biometric systems use no identification cards or tokens. Designed from the outset as a compact, low-power, efficient approach to fingerprint capture and matching, this portfolio positions Fingerprint Cards as a leader in the development of complete biometric systems. The customer opportunity to use all or some of these components is therefore led, first and foremost, by the value that the Company’s development customers expect from their final biometric products. Development partners find their value by looking at the applications’ requirements set by the end-user of the technology; whether this is for logical, physical, or a particular combination of identity authentication. Using its ownership of an approach and a platform to biometric matching that are compatible with the widest range of product deployments Fingerprint Cards can benefit from a flexible business model centred on licensing but extending to the provision of components with competitive profit margins. Continuous value improvement In addressing the market the Company has seen the need to stay responsive to the changing expectation for the final shape and form of authentication products, in particular to their size and cost. This has previously been evidenced by the commitment made to a low cost swipe sensor and its software processes which have now received full patent protection. More recently, this year, the Company has taken great strides in developing the next generation of its ASIC processor. This offers an easily interfaced processing platform, with more functionality, at a dramatically lower cost than previous models. The design of this processor will enable customers to build new functionality, security, and privacy into their products at a highly competitive level that will be seen at all stages in the value chain. The future of the market The current reality of the market for biometrics is that it has yet to reach the volume that will make a purely IP licensing business model run by itself, although the availability of proven low cost technology designs is a major, positive step in that direction. Those capable of supplying strong fingerprint IP, from the fingerprint imaging technology through to the image processing algorithms, and the silicon platforms for these, need in the interim to fight for a strong position in the supply of components and systems sub-assemblies. While the Company seeks to position itself for the streamlined licensing activities inherent to high volume product opportunities, it has seen a successful year in the consolidation of its distributor based sales and marketing model, and this offers the most effective base for sales activities in the coming period. Commercial Concept 7 Market and Sales Business value is the guide The overall trend of the year was already evident by its mid-point, when it was clear that biometric technologies had become well established and familiar worldwide. The year represented a consolidation of the momentum gained by the industry over the previous five years, and it testified to the high level of acceptance reached in all walks of life, whether large government projects featuring identity card or passports, or more local uses of biometrics such as physical access control. Throughout it was clear that biometrics were being deployed for the value they can bring, and not for fashionable or sensational reasons. Price and functionality continue to be the two determining factors in success. Whether they are used by governments, businesses, or individuals, their use was indicative of better preparation and understanding of the technology, and this was balanced by a more rigorous technology selection process that has become global in its outlook. Three themes There were three prominent themes to the growing biometrics market this year. First is the importance of sales partners such as regional distributors and channel partners such as computer manufacturers. The second is the emergence of a select number of technologies that are sought after globally for their performance, effectiveness, and value for money. The third is the number of systems integrators who are gaining real experience in the deployment of biometrics to large systems. The first two of these have been particularly relevant to Fingerprint Cards. Geographical presence Distributors play a crucial role in identifying sales opportunities, and in supporting these throughout the pre-sales and after-sales processes. Through these the Company reaches a large number of end customers without any extensive expansion of its own sales organisation. Growing markets such as China show the importance of having 8 Market and Sales a local presence, even when the technology selection process is firmly rooted in a global view of value for money. During the last five years a network of distributors has been built up and the Company is now well represented in market regions such as South Korea, Taiwan, China, Singapore/Malaysia and USA. Finding the global opportunity now relies upon a distributor who understands the local market and has a strong understanding of the biometric technology. There are common aspects to the use of biometrics, such as the reduction of identity fraud, but regional distributors are best positioned to respond to different market drivers. For example, in China banking legislation holds executives responsible for fraud, and this prompts the adoption of more rigorous authentication solutions. In the United States both health insurance information and data accountability legislation have been contributing to the demand for integrated biometric solutions. On the other hand, for the ePassport inclusion of biometrics the drivers have been both global and European compliance programmes. Product development with biometrics The end use cost of biometrics continued to drop throughout the period, making this more attractive to product developers in all market segments. There are very few of the mainstream providers of physical access control and time and attendance equipment who have not taken on biometrics as a part of their product lines. During the year the markets for these products were shifting in favour of lower cost equipment and towards added functionality such as cardfree operation to realise end-user savings. The lower cost of biometrics has also widened the adoption of biometrics to the IT sector. The year saw the adoption of fingerprint sensors as standard equipment to new notebook computers reaching as high as ten percent of all machines sold worldwide. The advantages of these have been strengthened by improved software packages for managing identity at the client level, and by parallel hardware initiatives such as the Trusted Computing Group’s 1 specifi- cation for more secure computer hardware environments. Within this segment the opportunities have been taken by silicon sensors, with optical sensors being at a clear disadvantage in size as well as cost. Revisiting the financial sector Opportunities in the financial sector have long been suggested as having the greatest potential spread for biometric deployment, but North American and European banks have been slow to adopt these. Instead, during the year, there was a move by banks in China and South America to bring greater security accountability to their rapid growth by using biometrics. These applications tend towards the security and control of bank employees in the first instance, but bank customer usage of the technology has also been increasing. The Company’s experience of these opportunities is that they are being delivered by way of integrated computer or network access control solutions, but we can expect an increase in solutions combining biometrics with smart cards and electronic signatures. Sales and marketing The Company did not engage in any marketing activities during 2006 and this led to fewer new contacts. The year’s activity was centred on a stable approach to meeting existing commitments and supporting distributors and reseller partners. One important achievement however was the appointment of a new distributor for USA, headquartered in Florida and covering the North-American continent through ten branch offices. In 2007 the Company will engage in a new marketing programme, working in partnership with its distributors, and profiling itself at a number of regional events. The Company has developed two sets of technology for reading, storing and matching of finger patterns. One set is based on a swipe sensor and the other on a larger area sensor for the reading of finger patterns. The swipe sensor technology is not yet generating any continuous sales. However, the technology is being delivered to interesting projects which aim to integrate the complete fingerprint system in cards intended for use in large payment systems. The area sensor technology showed, on the other hand, very positive sales growth. The demand for this technology exceeded the Company’s ability to deliver throughout the year due to problems with raising production volume at the packaging stage of the sensor component; however capacity in that respect had improved considerably by the year-end. The regions accounting for the major part of the revenues for the year were South Korea, Taiwan, Japan and China. The applications in which the technology were used were, access control systems for banks and offices; safe boxes for offices and hotels; a biometric automobile security product; and most of all, IT security products for logon to computer networks. It is the Company’s opinion that the IT security product segment has the greatest potential for future sales, with this being particularly valid for the Chinese market. Company sales during the year The total revenue for the year amounted to MSEK 11. The sales margin was clearly insufficient and considerable measures have been taken to lower production costs progressively and thereby raise the sales margin to an acceptable level. The aim is to achieve a sales margin of 30 to 35 per cent for the foreseeable product mix. In addition to the year’s revenue, the cumulative order value, discounting an order from Japanese Secure Design KK 2 and worth MSEK 9, amounted to MSEK 4 at the end of December. Shortly after the year end the Company received two orders from its distributor in China, totalling MSEK 43. 1 http:// www. Trustedcomputinggroup.org 2 The Company’s non-exclusive distributor in Japan, Secure Design KK, placed an order in August worth MSEK 9 for technology delivery by the end of 2006. Secure Design KK never completed on the order. The parties are discussing a solution to the problem. In early April a part delivery was made to Secure Design KK corresponding to approximately 16 % of the total order value. Market Sales 9 Technology Supporting the business model The FPC technology development programme is there to support the business model and the Company’s customers. A period of original investment, strong innovation and patent protection has been followed during the last year with a series of discrete projects, all with a view to better yields in component production, and better process integration through the technical steps of component supply. It has been possible to pursue these strategic projects in the anticipation of further investment; and with the influx of new capital at the end of the year, the Company will now move to act on the results of its projects. A popular technical fit The popularity of FPC sensor technology amongst developers – among those in the Asian marketplace in particular – is largely attributable to the quality of the image generated. This is a feature of FPC’s reflective capacitive silicon design – producing a sensor that is sensitive and robust. This quality image provides a good starting point for developers with their own algorithm approach, looking to add a level of their own value to the end product, and with a strong local connection to the market. The standalone functionality of the sensor is therefore acting as a key to market entry in these areas, where many other sensor and combined sensor/algorithm packages are less successful. Improving on production The approach taken by the technical team is well-established. The Technical Director heads a team of specialists in Gothenburg, each of whom is responsible for specific development areas. Added to this are project teams comprised of external specialists, and with the specific role of taking the Company to its next strategic milestone. Throughout the year the technical team was looking in general at new technical production solutions and new suppliers. Most of the work done in 2006 was designed with the final aim of realising strong customer order benefits in 2007, and instrumentally, to satisfy planning for investment on completion of the new rights issue at the close of 2006. Significant production improvements were already achieved within 2006: monthly sensor production had increased five-fold by the close of the year compared with the opening months. The volume increase is a result of investments made in production equipment, and from an intensified cooperation between the Company and its suppliers. Progressive benefits are expected from 10 Technology this strategy as the Company moves to satisfy its existing orders in 2007. Along with the further development of the present packaging solution, work was in progress on developing a completely new packaging for the sensor. The market demands greater volumes at a lower cost, and it is critical for the Company to be able to meet these demands. New technical solutions may require investments in specific production equipment in order to achieve a cost effective production process. Such investments may be made either by the Company or by its contracted sub-contractors. Another key development project has been the design and testing of a new coating together with different ways of applying this. This will be a better production fit and will bring some product improvements, including even greater scratch resistance. Value at the embedded processing level Technical work has contributed greatly to the development of the processing platform architectures as a valuable area of opportunity for FPC technology. This extended during the year to design work on a new ASIC, which reached its final stages by the end of 2006. This will be faster and use much less power than the Company’s current ASIC processor. The new processor is designed basically for the area sensor family, including the use of this for identification matching (1:N) solutions. This identification matching allows the end-use application to dispense with cards or tokens for storage or identification of the stored biometric record, and the new ASIC will handle five hundred users, more than twice the number of users in this operating mode than the present processor. Significant leap The new ASIC represents a significant leap forwards in the delivery of value for money to FPC customers. With a 75 percent reduction in the silicon area using a more advanced process the chip price will be reduced by 80 percent and the design of the chip will encapsulate all of the FPC algorithm and matching software revisions made since the last processor design. While the Company expects its swipe sensor technology to be delivered to large-scale customers in a different way than the area sensor, its new processor ASIC is already future compatible with the swipe sensor, providing in effect a dual algorithm platform. The FPC principle of high-performance at low cost will therefore be carried forward on different technical levels. Deliveries of the new processor to the market are planned for the third calendar quarter 2007. Intellectual property strategy and approach Intellectual property is central to the Company’s strategy so a close eye is kept on the market for possible infringement of the patents listed; this includes control of any patent rights arising through cooperative work. FPC core technology is now very well supported by patents granted, and a robust strategy is proposed for the protection of future property in value-added technology development. Project design work for customers’ technical solutions will be embedded in different ‘IP-blocks’ to which the sensor or algorithm is integrated, making it impossible for customers to copy and further develop designs without the Company’s involvement. Sensor patent, architecture The sensor architecture covers the method of real time programming of sensor matrix function. This solution for the sensor architecture allows each pixel element to be set into different modes of operation while obtaining the fingerprint image. By alternating the operation mode of the pixel elements the image measurement technique and image readout procedure can be optimised to obtain best image quality for the identification and verification of the fingerprint. The PCT, US and European patent applications for sensor architecture have been granted by 2004. Sensor patent, pixel element The main claims of this application focus on the physical design of the pixel elements in the sensor ASIC and the readout conversion. The design of the sensor pixel element and associated conversion principle results in an extremely sensitive sensor amplifier with low internal noise generation. The advantages are that the dynamic profile of a fingerprint can be measured with high sensitivity, accurate contrast resolution, and at a high readout speed. It also becomes possible to coat the sensor with a thick, protective coating, and this is a great advantage in the sensor package integration, when the environmental and durability requirements are demanding. These fundamental design features make possible a robust and user-friendly biometric solution. The Company has received a positive result in the international examination report on its PCT application. Algorithm patent The software used in registration and verification contains mathematical descriptions – known as algorithms – by which millions of operations can be carried out in a split second. In order for this to be done in the most secure and effective manner the algorithm code has also been written for the Company’s own microprocessors. The algorithms are based on details in the entire fingerprint pattern using a method adapted from the science of image processing, but one original to this application. A patent application for these algorithms was filed at the Swedish Patent and Registration Office and was granted in November 2000. An international PCT application has also been filed. In 2005 the European Patent Office granted the algorithm patent. An application filed in the USA during 2004 was also granted in 2005. Swipe sensor methodology patent The granted European patent for the swipe sensor methodology describes a system based on a sensor that reads partial images from a moving fingerprint, and where the sensor surface is considerably smaller than the fingerprint itself. The information extracted from each partial fingerprint image is read for later verification then erased from memory. This method makes it possible to store the individual’s biometric identity without building up the complete image of the fingerprint. Following a positive result in the international examination report from the PCT the Company has filed patent applications in Japan and the USA. Packaging patent The approved packaging patent describes a way to use the same coating for protection of the sensor surface and the bond wires used for the electrical interconnection with respect to ESD, environmental conditions and mechanical abrasion. Sensor patent, architecture: Sweden: No. 511543, valid until Feb 2018. PCT: Application No. PCT/SE99/00195. USA: No. 6,778,686, valid until Feb 2019. EP: No. 1 055 188, valid until Feb 2019. Registered in Germany and France. Japan: Application No. 2000-531806. Sensor patent, pixel element: PCT: Application No. PCT/SE2004/000985. EP: Application No. 04749024.8. USA: Application No. to follow. Japan: Application No. to follow. Algorithm patent: EP: No 1 208 528 valid until August 2020. Registered in Germany and France. Sweden: No. 514091, valid until August 2019 PCT: Application No. PCT/SE00/01623. USA: Application No. 10/069240 (Granted: Patent No. to follow) No. 7 003 142, valid until March 2022. Swipe sensor methodology patent: EP: No. 1 330 185, valid until March 2022. Registered in Sweden, UK, Italy, Germany, and France. PCT: Application No. PCT/SE02/00505. USA: Application No. 10/398 172. Japan: Application No. 2004-524625. Packaging patent: Sweden: No. 519304, valid until May 2021. Intellectual property strategy and approach 11 Outlook Business progress in 2007 is forecast to be mostly independent of the wider market’s growth. The current status of orders and distributor arrangements puts the Company on a good footing with reference to its business growth plans, and allows the operational focus to conclude work on the matters of production and volume delivery capability. Expectations Most expectations are linked with the Company’s area sensor product, and with the next iteration of its ASIC processor, however, there are a number of market developments taking shape that might continue to move favourably in opening opportunities for the Company’s swipe sensor. The question of unit price continues to remain at the forefront for volume markets and there is still the possibility in the coming period that the Company will be able to realise its more purely defined licensing and royalty strategy in respect of this sensor. The enhancement of this is achieved both by the overall production and packaging reforms currently undertaken, but also by the multifunctionality of the new ASIC which will provide an operational platform for the swipe sensor algorithm methodology as well as the area sensor’s verification and identification modes. Importance of IP protection The importance of IP protection in the silicon sensor and algorithm domain is likely to become more relevant to business viability. Some 12 Outlook recent developments, whose outcomes are not yet determined, are legal challenges between competitor swipe sensor products. There are currently three competitor products in the swipe sensor market where there has been a reasonable developer uptake with products in circulation. However, two of these have been challenged on the grounds of their Intellectual property rights either in the core sensor design or the algorithm methodologies deployed, and the outcome of these challenges could have strong negative impacts on their commercial viability. Fingerprint Cards on the other hand has a well-founded patent protection in respect of its sensor design and its algorithm methodology; it thus offers a stable route to the continuing development of a low-cost solution. Diversity A healthy diversity continues to be a part of the Company’s sales activities in the coming period. Orders and sales for sensors and embedded systems components are strong, but there is also a good uptake in interest for FPC sub-systems modules, which became available in 2005. These cater for early development interest in the technology, and for developers of more specialised high-value products. While the Company does not anticipate high volume sales of these, it maintains its competitive position in the market and benefits from a larger share of the added value through its provision of complete modules, along with technical support. The modules also provide a lead in continuity for future sales as well as diverse validation of the Company’s core technology and its real-world performance. Sales and marketing business base The search for new distributors in new geographical markets such as India, South America, and parts of Europe are also central to the broadening of the Company’s business base in the next few years, and the development of these will form an important part of the coming year’s activities. Developments in the Chinese marketplace are also likely, based on the generally positive market conditions there and the momentum apparent from the last eighteen months’ activity. The outlook for a return on sales and marketing activities promises to be a positive one, moreover given that it was not possible during 2006 to commit to any extensive investment with short or longer-term view. The expansion of the distributor network, as described above, along with a tighter collaborative plan for exhibiting alongside distributors where their local knowledge will lead the strategy, is a proven approach that already brings benefits for the Company. plementing a fingerprint system; and alongside these customer benefits, it will also bring better sales margins to the Company. Opportunities for the swipe sensor technology are also aided by this new ASIC processor which will provide an operational platform for both area and swipe sensor algorithm methodologies. Cost of ownership The market introduction of the new ASIC processor will serve a number of purposes. It will provide for a state-of-the-art embedded fingerprint solution; it will continue to drive down quite significantly the cost of ownership of a biometric system; it will reduce the cost of im- Outlook 13 Products and applications Fingerprint Cards supplies components and licences to its geographical distributor and reseller partners who in turn sell these to product developers who understand the many different applications calling for biometrics. In some cases the Company also enters directly into project work with larger prospective customers where a greater understanding of the technology is required, and where the outcome is likely to be a purely licensing based arrangement. Such is the case with swipe sensor projects. In most applications where biometrics are deployed then there is both competition from other technologies and the common sense need for biometrics to bring a business justification. How this works in each case has a good deal to do with the end product and its marketing by the end-developer of the technology. The fingerprint might be deployed to reduce identity fraud or password management problems; it might be in the lowest cost device to meet a simple security requirement; or it might form an essential part of a revolutionary product idea. Established applications for biometrics include physical access control, where biometrics provides a higher level of identity security and assurance against collaborative fraud, such as key sharing. During the year access control products featuring FPC technology have been introduced in Singapore and in Japan. Geography plays an important part in developing the opportunities for technologies like the Company’s. In some regions there is a greater call for certain types of solution. In South Africa the demand for Time & Attendance solutions is strong as a labour force management tool, and products with FPC technology were introduced in 2006. Elsewhere Time & Attendance is being used as a trustworthy automated substitute for more expensive manual processes; the 14 Products and applications leisure industry has found this an attractive proposition, and products using FPC were introduced this in Sweden for this purpose. Some applications are responding to urgent needs, often driven by new regulations and industry practices. Changes in the financial industry are happening all over the world and banks in places like China are seeing the advantages of responding to this by implementing biometrics in a widespread way. In most of these cases the solution is an application developed around the use of biometrics as an IT security tool, although some also take advantage of biometrics for physical access. The Company’s end developers in China have pursued a number of successful product opportunities here during the year. In the Asian market, where product fabrication is a major commercial activity, the Company also has end developers using its embedded technology in micro-products like USB security and data tokens. Reliable embedded solutions take the non-networked and independent use of biometrics into many new areas. In the USA and France developers brought FPC technology into use for hand-held POS (Point of Sale) terminals, where the biometric substitutes for a PIN code. In the field of personal asset protection, battery powered safety boxes were introduced in the USA and Italy. Professional environments where access to sophisticated equipment or materials, such as in medical applications, is another effective use for standalone biometric solutions, and FPC technology was deployed in this area by an Italian developer. Applications and solutions development will continue to thrive according to geographical and business needs, and where developers in diverse markets can harness the great potential of the Company’s technology. Organisation The new major owner brought in by the Company late in 2005 has had very little impact on the organisational structure, but the recent share issue completed in the fourth quarter of 2006 did enable the technical department to progress with its management plan by appointing two new engineers with specific responsibilities. At the beginning of the year the Company had also appointed a new regional sales manager but, other than these additions, the year was otherwise very stable with no new requirement for re-organisational change. Ultimate responsibility for the daily operation lies with the President, supported by an in-house management team that works to an established reporting and meetings structure. The main role of this team is to exchange information and make timely decisions on important issues related to technology development and the conduct of business operations. The Company administration works closely with the President. The Chief Financial Officer holds responsibility for administration, personnel, treasury, financial reporting to the board and reporting to the authorities. The President manages all investor relations matters. The VP Sales & Marketing looks after direct marketing and sales activities, and leads a team giving technical support and assisting customers in projects integrating the technology to particular end products. The front-line of this team was strengthened at the beginning of the year when a new Sales Manager was appointed to concentrate on the development of EMEA and North American markets, which resulted in the appointment of a new US distributor. Marketing activities during the year favoured direct customer approaches rather than generalised activities such as exhibition attendance, although new activities planned for 2007 will include such attendance in collaboration with the Company’s regional distributors. The sales organisation complemented and supported the Company’s distributor and reseller network, which is capable of handling regional customers more effectively. Collaboration with distributors will continue to strengthen in the coming year. The highly qualified technology team in Gothenburg, with many years expertise in biometric systems, is led by a VP Technology & Engineering who is also responsible for the management of external expertise in a number of countries. Competent personnel are retained for development of the algorithm, ASICs, and the sensors, as well as for managing production, quality control, and delivery work. For larger projects involving the further development of FPC IP then project teams are assembled from FPC and customer personnel. Most technical development work in 2006 was handled in this way with minimal impact on the organisational structure. PRESIDENT FINANCE & ADMINISTRATION • Accounting • IT • Personnel • IR 16 Organisation TECHNOLOGY & ENGINEERING • Sensor technology • Algorithm development • Processor development • System engineering • Patent issues • Production issues MARKETING • Marketing • Sales • Technical support Share data and ownership structure Shares in Fingerprint Cards were floated on the New Market list of the Stockholm Stock Exchange on May 8, 1998. Since April 19, 2000 the shares are traded on its Nordic List. One roundlot comprises 200 shares. The Company publishes quarterly reports and other share market information and otherwise complies with the rules and practices applying to share market companies in accordance with the Stockholm Stock Exchange. The Shares As at December 31, 2006, Fingerprint Cards share capital totalled SEK 2,224,487 allocated among 11,122,434 shares made up of 300,000 shares in Series A and 10,822,434 shares in series B, each with a quota value of SEK 0.20. All shares confer an equal right to a share in corporate profits, while the Articles of Association contain a preexemption clause relating to the A shares. As at December 29, 2006, the B share was traded to the price of SEK 16.20. Allocation of the share capital as at december 31, 2006 No. of shares No. of votes Share of capital in % Share of votes in % Series A Series B 300,000 10,822,434 3,000,000 10,822,434 2,7 97,3 21,7 78,3 Total 11,122 434 13,822 434 100,0 100,0 Type of share Changes in share capital Year Event Quota value, SEK Changes in shares Total No. of shares Increase in share capital Total share capital 1997 1997 1997 1997 1998 2000 2000 2005 2006 Split 500:1 Bond issue New share issue New share issue New share issue New share issue New share issue New share issue New share issue 0,20 0,20 0,20 0,20 0,20 0,20 0,20 0,20 0,20 249,500 250,000 2,000,000 370,000 2,000,000 540,000 938,258 3,000,000 1,774,176 250,000 500,000 2,500,000 2,870,000 4,870,000 5,410,000 6,348,258 9,348,258 11,122,434 0 50,000 400,000 74,000 400,000 108,000 187,651 600,000 354,835 50,000 100,000 500,000 574,000 974,000 1,082,000 1,269,651 1,869,651 2,224,486 No. of A-shares No. of B-shares Total No. of shares No. of votes Capital in % Votes in in % Technoimagia Sweden AB Lennart Carlson Non-Swedish owners of which Finn Larsen other non-Swedish owners Others 300,000 200,000 719,950 3,132,037 490,000 2,642,037 6,770,447 500,000 719,950 3,132,037 490,000 2 642,037 6,770,447 3,200,000 719,950 3,132,037 490,000 2,642,037 6,770,447 4,5 6,5 28,1 4,4 23,8 60,9 23,2 5,2 22,7 3,5 19,1 48,9 Total 300,000 10,822,434 11,122,434 13,822,434 100,0 100,0 Owner structure as at december 31, 2006 Shareholder Number of shareholders as at December 29, 2006: 7,188 Share data and ownership structure 17 Administration report The Board and President of Fingerprint Cards AB (publ), company registration number 556154-2381, hereby present the annual accounts and consolidated accounts for the fiscal year 2006. The company constitutes the parent company of the wholly owned subsidiary Fingerprint Security System Databärare AB, company registration number 556239-5938. Operations in general The Company has developed electronic systems that determine personal identity by analysing the unique fingertip patterns of individuals. The systems comprise microchips with algorithms that scan, store and compare fingertip patterns without the help of any PC processor. Two types of capacitive sensors have been developed, an extremely small swipe sensor and a flatbed sensor. Processor ASICs and algorithms have been developed for each type of sensor. By virtue of its smallness, low power consumption and the possibility of very low production costs, the technology can be integrated in volume products such as smart cards and mobile (cell) phones, where the requirements for such features are extremely high. Other applications for the technology include access control systems for buildings and products for log-on to computers and IT networks. Significant events during the fiscal year In the latter part of the year the Company carried through a new stock issue directed to the existing shareholders. This issue comprised approximately 2.8 million shares of series B and brought MESK 70.1 before issues costs to the Company. The motive for the new issue was to provide the Company with sufficient capital for its continuing operation; to cover the increased need for working capital that will follow from a planned business expansion; and finally to finance necessary measures that will be taken in order to make production of the sensor component more effective at the supplier level. The Company’s principal shareholder, Technoimagia Sweden AB, fully subscribed to for its share in the new issue. Before the new issue it held 50.3 percent of the total votes and 35.9 percent of the capital. Following large sales of shares this ownership has now been reduced, and after the new issue was registered in early 2007, Technoimagia’s share of the total votes was down to approximately 28 percent, and its share of the capital approximately 12 percent. During the year the Company’s area sensor technology showed very positive sales growth, giving strong grounds for optimism from the future completion of current development in production and delivery capabilities, and clearing the bottleneck restrictions in supply to customers. At sales level the distributor strategy was broadened and consolidated. The appointment of a new sales manager was followed by the licensing of a new distributor for the USA, and orders through the year showed that continuous efforts to build distributor and developer relationships in the Asian market were paying off. Expectations of future developments The Company expects that the healthy demand for its products in 2006 will continue well into 2007 based on current market developments alone. Considering this positive situation, the plan is to increase production, and thereby sales considerably. The recently carried through new issue has brought the Company the necessary financial resources for this expansion. A further condition for achieving a higher business volume is 18 Administration report that the Company can participate in the competition for larger orders, which in turn requires that the Company can offer competitive prices. Future developments in the Company’s technology offering are centred on competitive market pricing and improved sales margins. The coming year will see the first deliveries of the Company’s new ASIC processor which has been redesigned to be considerably smaller than the present processor, and will have greater capacity, new functions, and better power efficiency. This new ASIC will bring an eighty percent reduction in production costs. Production of the Company’ sensor component – the most complex from the production point of view – is being improved to meet the expectation of volume orders and to deliver a more competitive market price along with better sales margins during the course of the year. Research and development operations Work within technology development and production focused for the most part on raising the production capacity of area sensors at the Company’s sub-contractors, and on the development of new technical solutions within the areas of packaging and processor technology. During the year the ASIC processor was redesigned to take advantage of more advanced production processes as well as to deliver better performance and lower power consumption, both of which are in line with the Company’s commitment to delivering increasing value at the embedded solutions level. This ASIC development will also benefit performance of the Company’s identification algorithm operation. Sensor development work during 2006 was conducted with a view to improving the production process, and this showed results even within the year, achieving a five-fold increase in production volumes. Other developments in sensor packaging were investigated and developed with the view to new investments in specific production equipment. During the year the internal and external technology development costs amounted to MSEK 9.5 (6.2). Of these expenses MSEK 2.2 (0) have been set up as an asset in accordance with the recommendation and statements of the Swedish Financial Accounting Standards Council, RR15 Intangible assets. Financial position Equity, as of December 31, 2006, amounted to MSEK 100.9 (58.7). During the year the new issue brought MSEK 62 after issue costs. The consolidated equity/assets ratio was 93.1 % (96.2). Consolidated available liquid assets including current investments as at December 31, 2006, totaled MSEK 71.1 (40). Other current receivables amounted to MSEK 6.7 (1.0). The consolidated working capital amounted as at December 31 to MSEK 86.9 (44.3). The parent company’s available liquid assets up to 31 December 2006, short term investments included, amounted to MSEK 71 (39.9). Fixed assets, capital expenditure and depreciation During the year, MSEK 0.1 (0.0) was invested in equipment. Development costs set up as an asset during the period were MSEK 2.2 (0.0). Depreciation Development costs were depreciated according to plan by 15 % annually. Equipment is depreciated by 20% annually. International Financial Reporting Standards (IFRS) With effect from 2005 Fingerprint Cards AB has been applying IFRS in its consolidated financial statements in compliance with an EU directive that applies to all listed companies in the EU. Significant events after the end of the fiscal year In January 2007 Fingerprint Cards´ Chinese distributor Hardware & Software Technology Co. placed an order for the Company’s fingerprint sensors worth MSEK 22. The sensors will be used in IT security products and will follow up deliveries on previous orders that began in the end of 2005 and continued throughout 2006. Later on in February the Company received a further order worth MSEK 21 from the same customer. The board and its work The Company Board consists of four members with solid experience of entrepreneurial and board activities in listed companies. The President is part of the Board, which held sixteen meetings during the year. The board member Mr Kashiwabara has attended three board meetings while the other board members have attended all meetings. Special instructions for the President describe the allocation of work and authority between the latter and the Board. In addition, the Board has adopted an operations code for its work. The latter specifies such matters as the overall tasks of the Board with regard to corporate organisation and economic administration. Furthermore, it describes those matters that are to be discussed at the Board meetings and which reports are to be presented to the Board. Financial results and the financial position are regularly compared with budgets set by the Board. Proposed allocation regarding the Company’s loss The following amounts in the parent company are at the disposal of the Annual General Meeting, SEK: Accumulated loss (SEK) Loss for the year (SEK) - 136,938,119 - 19,757,662 Total accumulated loss (SEK) - 156,695,781 The Board and the President propose that the total accumulated loss of SEK -156 695 781 be carried forward to a new account. The Board and the President propose that no dividend will be paid for the financial year. The annual accounts and consolidated accounts in respect of 2006 for Fingerprint Cards AB (publ) were approved for publication by the Board in its decision of 16 April 2006. It is proposed that the annual accounts and consolidated accounts be adopted by the Annual General Meeting to be held on 31 May 2007. Gothenburg, April 19, 2007 Perc Brodén Chairman Taketoshi Kashiwabara Gunnar Liljegren Lennart Carlson CEO & President My auditor´s report was submitted on April 19, 2007 KPMG Bohlins AB Jan Malm Authorised Public Accountant Administration report 19 Income statement THE GROUP Amount in SEK THE PARENT COMPANY Not 2006 2005 2006 2005 3 11,064,201 -10,848,588 2,714,862 -2,760,968 11,064,201 -10,848,588 2,714,862 -2,760,968 215,613 -46,106 215,613 -46,106 7 -4,341,449 -6,332,440 -9,525,046 -4,079,502 -6,473,649 -7,451,851 -4,341,449 -6,351,190 -9,525,046 -4,079,502 -6,492,399 -7,451,851 3,4,5,6,8 -19,983,322 -18,051,108 -20,002,072 -18,069,858 9 9 542,953 -298,526 530,992 -586 542,936 -298,526 530,992 -586 -19,738,895 -17,520,702 -19,757,662 -17,539,452 0 0 0 0 Profit/loss of the year -19,738,895 -17,520,702 -19,757,662 -17,539,452 Attributable to Parent company´s shareholders Minority interest -19,738,895 – -17,520,702 – -2.07 -2.07 -2.56 -2.56 Net sales Cost of goods sold Gross profit/loss Selling expenses Administrative expenses Research and development costs Operating profit/loss Result from financial items Financial income Financial costs Profit/loss after financial items Tax on profit for the year Earnings per share, SEK Before dilution After dilution 20 Income statement 10 Cash flow statement THE GROUP Amount in SEK THE PARENT COMPANY 2006 2005 2006 2005 -19,738,895 -17,520,702 -19,757,662 -17,539,452 2,758,652 0 21,885 2,834,402 5,846 35,449 2,758,652 0 21,885 2,834,402 5,846 35,449 -16,958,358 -14,645,005 -16,977,125 -14,663,755 -389,988 -407,715 -389,988 -407,715 Cash flow from current operations before changes in working capital -17,348,346 -15,052,720 -17,367,113 -15,071,470 Change in working capital (excl. liquid funds) Increase (-)/Decrease (+) of inventory Increase (-)/ Decrease (+) in current receivables Increase (+)/ Decrease (-) in current liabilities -12,512,772 -3,772,978 5,118,662 1,692,832 112,127 -334,657 -12,512,772 -3,772,978 5,138,662 1,692,832 112,127 -299,157 Cash flow from current operations -28,515,434 -13,582,418 -28,514,201 -13,565,668 Capital expenditure operations Investment in intangible assets Investment in tangible assets -2,210,160 -90,110 0 0 -2,210,160 -90,110 0 0 Cash flow from capital expenditure operations -2,300,270 0 -2,300,270 0 Financial operations Redeemed options premiums Issue of new shares and other owner contributions 0 62,000,223 -9,500 22,500,000 0 62,000,223 0 22,500,000 Total application of funds 62,000,223 22,490,500 62,000,223 22,500,000 Cash flow for the year 31,184,519 8,908,082 31,185,752 8,934,332 Liquid funds and current investments at the start of the year Liquid funds and current investments at the end of the year 39,957,806 71,142,325 31,049,724 39,957,806 39,835,067 71,020,819 30,900,735 39,835,067 Source of funds Operating Profit/loss Adjustments for items not included in the cash flow Depreciation Disbursments of tangible assets Other items not included in the cash flow Taxes paid Liquid funds are: cash and bank and current investments. Cash flow statement 21 Balance sheet THE GROUP Amount in SEK THE PARENT COMPANY Not 20061231 20051231 20061231 20051231 11 13,693,426 14,035,103 13,693,426 14,035,103 12 297,329 414,035 297,329 414,035 Assets Fixed assets Intangible assets Capitalised expenditure for development Tangible assets Equipment, fixtures and fittings Financial assets Participations in group companies 0 0 0 0 Total fixed assets 13,990,755 14,449,138 13,990,755 14,449,138 Current assets Inventory Advance payments to suppliers Accounts receivables – trade Other receivables Prepaid expenses and accrued income Current investments Cash and bank balances 16,573,399 3,729,723 1,081,339 1,376,455 533,765 34,843,592 36,298,733 4,060,627 1,571,072 81,635 339,733 587,760 29,921,068 10,036,738 16,573,399 3,729,723 1,081,339 1,376,455 533,765 34,843,592 36,177,227 4,060,627 1,571,072 81,635 339,733 587,760 29,921,068 9,913,999 94,437,006 46,598,633 94,315,500 46,475,894 108,427,761 61,047,771 108,306,255 60,925,032 Total current assets Total assets 22 Balance sheet 13 14 15 THE GROUP Amount in SEK Not THE PARENT COMPANY 20061231 20051231 20061231 20051231 Equity Share capital Other contributed capital/Statutory reserves On-going new share issue Profit/loss brought forward Profit/loss for the year 2,224,487 229,760,619 25,757,475 -137,069,598 -19,738,895 1,869,651 229,760,619 0 -155,436,808 -17,520,702 2,224,487 229,121,232 25,757,475 -136,938,119 -19,757,662 1,869,651 229,121,232 0 -155,305,279 -17,539,452 Total equity 100,934,088 58,672,760 100,407,413 58,146,152 4,859,651 0 710,956 1,923,066 469,025 0 407,154 1,498,832 4,859,651 410,169 705,956 1,923,066 469,025 408,869 402,154 1,498,832 7,493,673 2,375,011 7,898,842 2,778,880 108,427,761 61,047,771 108,306,255 60,925,032 None None None None None None None None Equity and liabilities Current liabilities Accounts payable – trade Liabilities to group companies Other liabilities Accrued expenses and prepaid income Total current liabilities Total equity and liabilities 16 Pledged assets and contingent liabilities Amount in SEK Pledged assets Contingent liabilities Balance sheet 23 Changes in equity Proftit/loss brought forward including profit/loss for the year Total Share capital Other capital contribution 1,269,651 207,870,119 -155,436,808 -17,520,702 53,702,962 -17,520,702 Total change in assets excl transactions with the company´s shareholders New share issue Redeemed options premiums 1,269,651 600,000 207,870,119 21,900,000 -9,500 -172,957,510 36,182,260 22,500,000 -9,500 At the end of the year 2005 1,869,651 229,760,619 -172,957,510 58,672,760 At the start of the year 2006 Profit/loss for the year 1,869,651 229,760,619 -172,957,510 -19,738,895 58,672,760 -19,738,895 Total change in assets excl transactions with the company´s shareholders New share issue 1) On-going new share issue 1,869,651 354,836 229,760,619 -192,696,405 35,887,912 38,933,865 36,242,748 25,757,475 At the end of the year 2006 2,224,487 -156,808,493 100,934,088 The Group At the start of the year 2005 Profit/loss for the year 25,757,475 255,518,094 RESTRICTED EQUITY Parent company At the start of the year 2005 2004 loss brought forward New share issue Profit/loss for the year NON-RESTRICTED EQUITY Share capital Restricted reserves On-going new share issue Non-restricted reserves Profit/loss for the year 1,269,651 207,221,232 0 -133,622,541 -21,697,938 15,200 -21,697,938 21,697,938 -17,539,452 Total 53,170,404 15,200 -17,539,452 Total change in assets excl transactions with the company´s shareholders New share issue 1,269,651 600,000 207,221,232 21,900,000 0 -155,305,279 -17.539,452 35,646,152 22,500,000 At the end of the year 2005 1,869,651 229,121,232 0 -155,305,279 -17,539,452 58,146,152 At the start of the year 2006 2005 loss brought forward Effects of Group contribution Profit/loss for the year 1,869,651 229,121,232 0 -155,305,279 -17,539,452 18,700 -17,539,452 17,539,452 58,146,152 -19,757,662 Total change in assets excl transactions with the company´s shareholders New share issue 1) On-going new share issue 1,869,651 354,836 At the end of the year 2006 2,224,487 229,121,232 0 -172,826,031 35,887,912 -19,757,662 38,407,190 36,242,748 25,757,475 -136,938,119 -19 757,662 100,407,413 25,757,475 229,121,232 25,757,475 1) New share issue costs balanced against equity totaled SEK 8 111 652. Restricted reserves It is not permitted to reduce restricted reserve by distribution of profit. Other capital contribution/share premium reserve From 1 January 2006 premium reserve is included in non-restricted equity. Non-restricted equity Retained earnings This item consists of the previous year´s non-restricted equity and after payment of dividend, if any. 2006 years premium reserve is booked against retained earnings. Together with the profit/loss for the year and non-restriced equity, this makes up the amount that is available for distribution to shareholders. 24 Changes in equity 18,700 -19,757,662 Notes and supplementary disclosures NOTE 1 Accounting principles’ compliance with standards and statutory requirements The consolidated financial statements are made up in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (ISAB) and the interpretative recommendations issued by the International Financial Reporting Interpretations Committee (IFRIC), which have been approved by the European Commission for application within the EU. The Swedish Financial Accounting Standards Council’s recommendation RR 30 Complementary Accounting Rules for The Group has been applied. The parent company applies the same accounting principles as the Group and the accounts are made up in accordance with RR 32. Principles applied in the making of the parent company’s financial statements and those of the Group The parent company’s operative currency is the Swedish krona, which is also the reporting currency of the parent company and the Group. This means that the financial reports of the parent company and the Group are made up in Swedish kronor. Assets and liabilities are stated at their historic acquisition value, except for certain financial assets. The financial assets that are valued at fair value are classified as financial assets valued at fair value via the income statement. Classifications Fixed assets, long-term liabilities and provisions consist in all essentials solely of amounts that are expected to be recovered or paid more than 12 months after the closing date. Current assets and shortterm liabilities consist in all essentials solely of amounts that are expected to be recovered or paid within 12 months of the closing date. Reporting by segment The primary criterion for classification of the Group’s segments is geographic areas. The secondary criterion is their line of business. Consolidated financial statements The consolidated financial statements relate to the parent company and those companies in which the parent company directly or indirectly controls more than half the votes, or exercises control in some other way. The consolidated financial statements are made up using the acquisition method. Income Sales of products are stated after the Group has transferred to the buyer the critical risks and utility associated with ownership of the sold goods, and has no remaining right or possibility to retain actual control over the sold goods. Revenue recognition from services is recorded when the economic outcome of accomplished service can be reliably calculated and where the economic benefits will fall to the Company’s share. Intangible fixed assets Research costs are taken into the profit and loss account when they occur. Development costs are capitalised to the extent they are expected to generate financial benefits in the future. The stated value includes expenditure on material, direct labour, and indirect costs that can be attributed to the asset. Other development expenditure is taken into the profit and loss account as a cost when it is occurred. Development costs capitalised in the balance sheet are stated at their acquisition value less accumulated depreciation and write-downs. Tangible fixed assets Tangible fixed assets are stated at their historical acquisition cost after deduction of accumulated depreciation and any write-downs. Repair and maintenance costs are taken into profit and loss account when they incurred. The Group does not capitalise the interest component on the acquisition value of fixed assets. Depreciation according to plan and write-downs Depreciation according to plan is based on original acquisition values and estimated useful economic life. Depreciation according to plan has been undertaken as follows: Capitalised expenditure for R&D and similar 15% Equipment, tools, fixtures and fittings 20% Personal computers 20% Group contributions and shareholder contributions legal entities Group contributions and shareholder contributions are stated in accordance with the interpretations by the emerging issues task force of the Swedish Accounting Financial Standards Council. Shareholder contributions are taken direct against equity by the donor to the extent that no write-down in value is required. Group contributions are stated on the basis of their financial implications. This means that Group contributions paid in order to minimise the Group’s total tax payments are taken direct against retained earnings after deduction of their actual tax effect. Taxes Total tax as stated in the profit and loss account comprises current tax and deferred tax. Current tax is the tax to be paid or received for the year in question. This also includes any adjustment to current tax for previous periods. Deferred tax is calculated using the balance sheet method on the basis of temporary differences between stated values and values for tax purposes of assets and liabilities, applying the tax rates and rules that have been approved or announced as of the closing date. Temporary differences are not taken into account in goodwill arising upon consolidation, nor in differences attributable to interests in subsidiary and associate companies that are not expected to become liable to taxation in the foreseeable future. Deferred tax assets in respect of tax-deductible temporary differences and loss allowances are stated only to the extent that they are likely to be utilised and entail lower tax payments in the future. Valuation of inventories Inventories are valued at the lower of acquisition value or production cost after allowing for necessary obsolescence or at net selling price. Write-downs The book values of the Group´s assets are subjected to impairment tests at each balance sheet date. Exceptions apply to assets for inventory and deferred tax assets. If an indication of a need for write- Notes and supplementary disclosures 25 down arises, the assets recoverable value is calculated. Impairment tests are conducted on the aforementioned exceptional assets pursuant to the relevant standard. Financial instruments Financial instruments are valued and stated in the consolidated financial statements in accordance with IAS 39. NOTE 2 Financial risk management The Group’s financial activities and management of financial risks are carried out on the basis of the financial policy established by the Board and are characterised by a low level of risk. The aim is to minimize the Group’s capital costs by using suitable means of financing and to effectively manage and control the Group’s financial risks. Financial assets Money at bank, loan receivables and accounts receivable are valued at the amortised cost. Placements are valued regularly at market value; changes in market value are taken into the income statement. Monetary financial assets denominated in foreign currencies are revalued at closing day rates. Currency risk Transaction exposure. The Group’s sales are US dollar 96% and in SEK 4% while cost of goods sold is in US dollar 50% and EUR 10% and SEK 40%. Operating expenses are mainly in SEK. Currency fluctuations are not hedged by means of currency forwards or options. Financial liabilities Financial liabilities are valued initially at the value of funds received after deduction of any transaction costs. Normally, the liabilities are valued regularly at their amortised cost using the effective interest method. Monetary financial liabilities denominated in foreign currencies are re-valued at closing day rates. Credit risks The Group’s financial assets amounts to 74.1 MSEK (40.9) of which 36.3 MSEK (10) is money at bank. Loss on bad debts has over the years been low and this is also true of 2006. The risk is limited by pre-payments and by obtaining credit reports on customers. Computation of fair value The fair value of financial instruments that are traded on an active market is based on listed market prices. Actual value Leasing Leasing of assets over which the lessor in all essentials retains ownership is classified as operational leasing and the leasing charge is stated as a linear cost over the period of the lease. All leasing agreements are stated as operational. 26 Notes and supplementary disclosures Group The book value of financial assets and liabilities agrees with actual value and amounts to 74.1 MSEK (40.9) and 7.5 MSEK (2.3) respectively. No forward cover has taken place for currencies components in the above amounts. Parent company The book value of financial assets and liabilities agrees with actual value and amounts to 74 MSEK (40.8) and 7.9 MSEK (2.7) respectively. No forward cover has taken place for currencies components in the above amounts. NOTE 3 Reporting by segment, TSEK The Group´s primary criterion for dividing the business into segments is based on geographical territories; EMEA (Europe, Middle East and Africa), Asia and America. The information presented regarding net sales is stated on the basis of where Fingerprint Cards' customers are located. Information about primary segmentation. EMEA ASIA AMERICA GROUP TOTAL 2006 2005 2006 2005 2006 2005 2006 2005 Net sales Costs Not allocated costs 809 -1,256 932 -2,348 9 829 -15,263 1 356 -3,416 426 -662 426 -1,074 11,064 -17,181 -13,866 2,714 -6,839 -13,926 Operating result Net financial items -447 -1,416 -5,434 -2,060 -236 -648 -19,983 244 -18,051 530 -19,739 -17,521 Profit for the year Information about secondary segmentation. The Group´s secondary ground for division into segments is based on products and services. PRODUCTS Net sales Assets Not allocated assets Capital expenditure LICENCES SERVICES GROUP TOTAL 2006 2005 2006 2005 2006 2005 2 006 2005 10,558 70,220 2,452 28,014 333 2,215 262 3,113 173 1,151 0 0 2,230 0 70 0 0 0 11,064 73,585 34,843 2,300 2,713 31,127 29,921 0 NOTE 4 Employees and personnel expenses Parent Company and the Group Sweden Total for the Parent Company and the Group 2006 2005 Average no. of employees Of whom men Average no. of employees Of whom men 11 11 11 11 11 11 11 11 Number of employees at the end of the year was 11(of whom all were men). Salaries and other remunerationand social security expenses 2006 Salaries and remunerations The Parent Company and the Group (of which pension expenses) 7,029,267 2005 Social Security expense 3,946,223 1,321,185* Salaries and remunerations 6,652,971 Social Security expense 3,529,967 1,039,500* * Of the pension expenses for the Parent Company SEK 350 000 (350 000) relates to the President, to whom the Company's outstanding pension obligations amount to 0. (0) Notes and supplementary disclosures 27 Salaries and other remunerations allocated among the President, board members and other employees of the Parent Company and the Group 2006 Sweden (Including bonuses etc.) 2005 President and board members Other employees President and board members Other employees 1,949,672 0 5,079,595 0 2,035,684 0 4,617,287 0 Salaries and other remunerations consist of employees in the Parent Company Salaries and other remunerations allocated among the President, the board and other officers Remuneration of the chairman and members of the board is paid according to the resolution by the general meeting of shareholders. There has not been any remuneration for work related to committees. Remuneration to the President and other officers of the Company consists of basic salary and pension. The other officers of the Company referred to are the three persons who, together with the President, represent the group management. Basic salary/ directors remuneration Variable remuneration Other benefits Pension cost Total 80,000 110,000 1,561,000 2,008,750 0 0 0 0 0 0 0 0 0 0 350,000 393,220 80,000 110,000 1,911,000 2,401,970 Shareman of the board Members of the board President and CEO Other officers of the company A total fee of SEK 190,000 (190,000) was paid to the Chairman and other Board members during the year. Notices of termination and severance pay The President's post is subject to twenty-four-months' notice of termination if notice is given from the Company and twelve months if notice given by the President, during which salary and other benefits are payable at an unchanged level. For other members of the executive management the notice of termination is between three and six months during which salaryand other benefits are payable at an unchanged level. Condition of pensions The President has an individual company pension paid for by Fingerprint Cards where the premiums amount to a maximum of SEK 350,000 a year. For other members of the executive management the equivalent pension premiums amount to between eleven and twenty-one percent of the salary depending on age and the level of salary. Fingerprint Cards offers premium-based pensions only. Pension premiums refer to premiums affecting the 2006 result. Compensation issues – decision process Considering the Company's size the board has concluded that the company currently has no need for a compensation or an audit committee. Base salary and benefits for the President are negotiated and decided by the chairman of the board. The President negotiates and decides base salary and benefits for all other employees. Skill and level of education Out of the Company personnel of eleven, everyone holds an academic degree. Absence due to illness, 20060101 – 20061231 During the period 20060101 - 20061231 the total absence due to illness was 504 (304) hours. Compared to the total working hours for the period, 22,626 (23 208) hours, the absence due to illness was 2.3 % (1.3). Absence due to illness that does not exceed a continuous period of 60 days, divided by gender. All absences due to illness concern men. Absence due to illness that does not exceed a continuous period of 60 days, divided by age group Hours of absence or illness in relation to working hours by age group Absence due to illness that exceeds a continuous period of 60 days. There has not been any absence due to illness that exceeds a continuous period of 60 days. 28 Notes and supplementary disclosures 30 – 49 2.6% 50 – 1.0% NOTE 5 Depreciation/write-down of tangible, intangible and financial fixed assets. Development costs that have been set up as assets are depreciated according to plan 15 %. This is estimated to be equivalent to the expected service life. THE GROUP Capitalised expenditure for R&D and similar Equipment, tools fixtures and fittings THE PARENT COMPANY 2006 2005 2006 2005 -2,551,837 -206,815 -2,551,837 -282,565 -2,551,837 -206,815 -2,551,837 -282,565 -2,758,652 -2,834,402 -2,758,652 -2,834,402 NOTE 6 Auditor's fees and remuneration. THE GROUP KPMG Bohlins AB Auditor´s fees Remuneration other assignment THE PARENT COMPANY 2006 2005 2006 2005 92,400 5,150 95,200 22,045 92,400 5,150 95,200 22,045 97,550 117,245 97,550 117,245 Auditor's fee refer to the audit of the annual report, the accounting records as well as a review of the CEO and the Board of Directors' administration of the Company, other tasks that are the responsibilty of the Company's auditors, and other advice or assistance resulting from observations in such audits or performance of other tasks. All other work is reported as "remuneration other assignments". NOTE 7 Development costs. During the year the internal and external technology development expenses amounted to SEK 9.505.738 (6.176.370). Development cost has been set up as an asset during the period with SEK 2.210.160 (0). NOTE 8 Operational leasing. Operational leasing where the company is lessee, (rent of office premises). THE GROUP Due for payment within one year Due for payment within 2–5 years Due for payment after more than 5 years THE PARENT COMPANY 2006 2005 2006 2005 1,313,600 1,686,000 0 1,312,000 2,952,000 0 1,313,600 1,686,000 0 1,312,000 2,952,000 0 2,999,600 4,264,000 2,999,600 4,264,000 Notes and supplementary disclosures 29 NOTE 9 Financial items. THE GROUP 2006 THE PARENT COMPANY 2005 2006 2005 Interest income 542,953 530,992 542,936 530,992 Total 542,953 530,992 542,936 530,992 Interest costs Exchange differences -1,995 -296,531 -586 0 -1,995 -296,531 -586 0 Total -298,526 -586 -298,526 -586 NOTE 10 Tax. THE GROUP THE PARENT COMPANY 2006 2005 2006 2005 -19,738,896 -17,520,702 -19,757,663 -17,524,252 Tax at prevailing tax rate, 28% 5,526,891 Non-deductible expenses 21,497 Expenses not included in profit/loss -7,573,556 Changes in loss carried forward without corresponding Set up of deferred tax 2,025,168 4,905,797 30,799 0 5,532,146 21,497 -7,573,556 4,906,791 30,799 0 -4,936,596 2,019,913 -4,937 590 0 0 0 Profit/loss before tax Accounted effective tax 0 Fingerprint Cards deficit allowance for tax purposes has been set at MSEK 77.8. The deficit tax allowance for 2006 is estimated to MSEK 22.5. No deferred tax benefits have been reported based on the above losses. NOTE 11 Capitalised R&D expenses etc. THE GROUP Accumulated acquisition value THE PARENT COMPANY 20061231 20051231 20061231 20051231 At the start of the year Capitalisations for the year 26,213,865 2,210,160 26,213,865 0 26,213,865 2,210,160 26,213,865 0 At the end of the year 28,424,025 26,213,865 28,424,025 26,213,865 At the start of the year Depreciation according to plan for the year -12,178,762 -2,551,837 -9,626,925 -2,551,837 -12,178,762 -2,551,837 -9,626,925 -2,551,837 At the end of the year -14,730,599 -12,178,762 -14,730,599 -12,178,762 Closing residual value according to plan 13,693,426 14,035,103 13,693,426 14,035,103 Accumulated depreciation according to plan 30 Notes and supplementary disclosures NOTE 12 Equipment, tools, fixtures and fittings. THE GROUP Accumulated acquisition value THE PARENT COMPANY 2006123 20051231 20061231 20051231 At the start of the year New acquisitions Disposals 2,587,008 90,109 0 2,667,146 0 -80,138 2,587,008 90,109 0 2,667,146 0 -80,138 At the end of the year 2,677,117 2,587,008 2,677,117 2,587,008 At the start of the year Disposals Depreciation according to plan for the year -2,172,973 0 -206,815 -1,964,700 74,292 -282,565 -2,172,973 0 -206,815 -1,964,700 74,292 -282,565 At the end of the year -2,379,788 -2,172,973 -2,379,788 -2,172,973 297,329 414,035 297,329 414,035 Accumulated depreciation according to plan Closing residual value according to plan NOTE 13 Participations in group companies. THE GROUP Accumulated acquisition value THE PARENT COMPANY 20061231 20051231 20061231 20051231 At the start of the year New acquisitions 0 0 0 0 6,000,000 0 6,000,000 0 At the end of the year 0 0 6,000,000 6,000,000 At the start of the year Write-down 0 0 0 0 -6,000,000 0 -6,000,000 0 At the end of the year 0 0 -6,000,000 -6,000,000 Closing book value 0 0 0 0 No. Of participations Share in % Book value 1,000 100.0 0 Accumulated write-downs Spec. of Parent Company holdings of participations in group companies Fingerprint Security System Databärare AB, Reg. no. 556239-5938, registered office in Gothenburg The parent company´s purchase from group companies amounted to SEK 20,000 (20,000). No sales has been recorded to the group campanies. Notes and supplementary disclosures 31 NOTE 14 Prepaid expenses and accrued income. THE GROUP Accrued interest income Pension premiums Rent Miscellaneous THE PARENT COMPANY 20061231 20051231 20061231 20051231 8,531 105,371 328,409 91,454 30,415 94,896 369,070 93,379 8,531 105,371 328,409 91,454 30,415 94,896 369,070 93,379 533,765 587,760 533,765 587,760 Market value or equal. 20061231 Book value 20061231 Market value or equal. 20051231 Book value 20051231 34,843,592 34,843,592 29,951,483 29,921,068 34,843,592 34,843,592 29,951,483 29,921,068 NOTE 15 Current investments. Parent Company and the Group Classification of securities Commercial papers NOTE 16 Accrued expenses and prepaid income. THE GROUP Accrued salaries and social security costs Other items 32 Notes and supplementary disclosures THE PARENT COMPANY 20061231 20051231 20061231 20051231 542,762 1,380,304 777,021 721,811 542,762 1,380,304 777,021 721,811 1,923,066 1,498,832 1,923,066 1,498,832 Audit Report To the annual meeting of the shareholders of Fingerprint Cards AB Corporate identity number 556154-2381 We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and the managing director of Fingerprint Cards AB for the year 2006. The annual accounts and the consolidated accounts are presented in the printed version of this document on pages 18–32. The board of directors and the managing director are responsible for these accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of International Financial Reporting Standards IFRS as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit. We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain high but not absolute assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the board of directors and the managing director and significant estimates made by the board of directors and the managing director when preparing the annual accounts and the consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined signi-ficant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any board member or the managing director. We also examined whether any board member or the managing director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that our audit provides a reasonable basis for our opinion set out below. The annual accounts have been prepared in accordance with the Annual Accounts Act and give a true and fair view of the company’s financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The consolidated accounts have been prepared in accordance with International Financial Reporting Standards IFRS as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group’s financial position and results of operations. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts. At our audit of the management´s administration we have noted that the board member Taketoshi Kashiwabara has only attended three board meetings during 2006 by phone out of totally 16 board meetings during 2006, which also appears from the administration report on page 19. We find it remarkable that a board member so little has actively attended the board meetings as the board during the year 2006 has had a lot of important issues to decide upon. We recommend to the annual meeting of shareholders that the income statements and balance sheets of the parent company and the group be adopted, that the loss of the parent company be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the managing director be discharged from liability for the financial year. Göteborg April 19, 2007 KPMG Bohlins AB Jan Malm Authorized Public Accountant Audit Report 33 Five – Year summary, the group Turnover for the year (MSEK) Profit/loss for the year (MSEK) Liquid assets incl. investments, year end (MSEK) Equity, year end (MSEK) Balance sheet, year end (MSEK) Capital to asset ratio (%) No of employeés, year end Profit/loss per share (SEK) Profit/loss per share after full dilution (SEK) Liquid assets incl. investments per share, year end (SEK) Equity per share, year end (SEK) No of shares, year end (thousands) No of shares, avarage, year end (thousands) No of shares after full conversion (thousands) Share price, year end (SEK) Market capitalisation, year end (MSEK) 34 Five - Year summary, the group 2006 2005 2004 2003 2002 11,1 -19,7 71,1 100,9 108,4 93,1 11 -1,77 -1,77 6,39 9,07 11 122,4 9 495,8 9 495,8 16,2 180 2,7 -17,5 40,0 58,7 61 96,2 11 -1,87 -1,87 4,28 6,28 9 348,3 6 848,3 7 073,3 12,0 112 2,9 -21,6 31,0 53,7 56,4 95,2 12 -3,40 -3,40 4,88 8,46 6 348,3 6 348,3 6 698,3 13,30 84 5,2 -21,2 60,5 75,3 81,9 91,9 20 -3,34 -3,34 9,53 11,86 6 348,3 6 348,3 6 785,8 30,00 190 4,4 -28,7 91,6 96,4 103,9 92,8 20 -4,52 -4,52 14,43 15,19 6 348,3 6 348,3 6 860,5 15,80 102 Board, Management, The Auditor BOARD OF DIRECTORS Perc Brodén Gunnar Liljegren Born 1944, appointed 2000 Born 1955, appointed 2005 Chairman of the Board since 2005 Senior Advisor: Effectum Franchise Consulting Chairman of the Board: Tankbar IM AB President: Net Sales pro mergo AB Shareholding in Fingerprint Cards AB: 16,000 B-shares Shareholding in Fingerprint Cards AB: 0 Taketoshi Kashiwabara Lennart Carlson Born 1947, appointed 2005 Born 1946, appointed 1997 Chairman of the Board: Secure Design KK President: Technoimagia Sweden AB President: Fuji Digital Imaging Co. Ltd President: Fingerprint Cards AB Chairman of the Board: Finansforum AB Shareholding in Fingerprint Cards AB: 300,000 A-shares and 200,000 B-shares through Technoimagia Sweden AB Shareholding in Fingerprint Cards AB: 719.950 B-shares EXECUTIVE MANAGEMENT Lennart Carlson Peter Svensson President, born 1946 VP Technology & Engineering, born 1963 Employed since 1997. Masters degree in political science and economics from Gothenburg University. International business experience UK. Entrepreneurial experience from several industries. Founder and owner of Finansforum AB. Employed since 1999. Master of Science (Electronics) from Chalmers University. Technical development manager Sigma. Previously manager algorithm and processor development at Fingerprint Cards AB. Shareholding in Fingerprint Cards AB: 719,950 B-shares Shareholding in Fingerprint Cards AB: 0 Lars Lundgren Jr Anders Sävfält VP Marketing & Sales, born 1962 Chief Accounting Officer, born 1953 Employed since 2001. Formerly regional manager at Merant Ltd and partner in several IT-companies. Employed since 2005. Graduate in Business Administration from Gothenburg University. Previously CAO within the Frontec group. Shareholding in Fingerprint Cards AB: 0 Shareholding in Fingerprint Cards AB: 0 THE AUDITOR Jan Malm Born 1960 Ordinary auditor since 2003, KPMG Bohlins AB Board, Management, The Auditor 35 PICTURES: ANNA HULT Visiting adress Västra Hamngatan 8. Post Box 2412, SE-403 16 Göteborg. Phone 031-60 78 20. E-mail [email protected] www.fingerprints.com