Business areas
Transcription
Business areas
ANNUAL REPORT 2012 PAYEX HOLDING AB I PayEx is owned by Max Hansson and was founded by him in 1972. However, the story really begins earlier than that. As a young man, Max was sitting in his father's office writing out invoices for his auction firm in Gotland when he got the idea of using carbon paper to avoid having to write out the invoices twice. He also used windowed envelopes to avoid writing out the name and addresses twice. These things seem obvious to us today, but they weren’t then. Max eventually took over his father's auction company. But times had changed and the auctioneering industry was in decline. It became increasingly difficult for Max to do what he liked doing best. Invoicing. In 1972, Max started up Faktab, which later became PayEx. He took over responsibility for his customers' paperwork and made it more efficient. The same concept is still used today, but new times bring new opportunities. Today, Max runs the Nordic region's only comprehensive group in payments. What began with carbon paper is today referred to as an Invoice Service. II PayEx Holding AB Annual Report 2012 Contents The company in brief 2 The year in brief 2 A word from the CEO 4 Business concept and strategy 5 Market 7 Business areas 8 Sustainability 12 Employees 13 Board of directors and management 14 Administration report 17 Multi-year overview 18 Financial reports 19 Accounting principles 26 Notes 27 Board signatures and the auditor's signature 32 PayEx Holding AB Annual Report 2012 1 2012 The company in brief: The year in brief: Experts in payments A strong team PayEx is the only supplier in the Nordic region that offers The establishment of a new organisation and manage- comprehensive payment solutions. That makes us unique. ment team began in January. The organisation was Our wide range in terms of both services and channels strengthened by the recruitment of a CFO, a Marketing makes us the payment partner that companies in the Nor- Manager, a Credit Manager and a Country Manager for dic region need. We are PayEx – Experts in payments. Finland. The Nordic group with its roots in Gotland Service and ability to deliver PayEx operates in Sweden, Norway, Denmark and Fin- PayEx always endeavours to deliver higher service levels land. Its head office is in Visby on Gotland. The founder, and higher quality at a lower cost. We established a col- Max Hansson, is the sole owner of PayEx. laboration with an offshore developer for more efficient, more flexible IT development. A change process was Three business areas launched during the year in order to strengthen our qual- We are organised in three business areas: ity levels and our ability to deliver in the long term. Invoicers, Merchants and Mobile. Our financial services are managed by PayEx Credit AB. SMS tickets PayEx is a supplier to the text-messaging service intro- Employees duced by SL, UL and eight other public transport compa- At 31 December 2012, PayEx had 465 employees. nies on 1 February 2013. The agreement shows that our well-established, well-tested services fully meet the public transport companies' requirement for payment services at the leading edge of technological development. A wallet in your mobile phone Business relating to mobile payments has taken off this year. PayEx was one of the first operators on the market to offer mobile payment platforms and is responsible for the technology platform for WyWallet. Acquisitions The acquisition of Mynt Betalingsterminaler AS strengthens PayEx's position as a supplier of payment terminals and as one of the leading providers of payment solutions Integrated payment terminals in the Nordic region. 2 PayEx Holding AB Annual Report 2012 A Word from the CEO A Word from the CEO PayEx Holding AB Annual Report 2012 3 A Word from the CEO Business concept and strategy Over the past year, PayEx has strengthened its position as the leading Nordic supplier of payment and financing solutions in a competitive market. We adjusted our cost base, strengthened our organisation and delivered new, future-oriented services to the market. 2012 was our strongest year ever and, compared to 2011, our operating profit rose by just over 30 MSEK, or 137 per cent. PayEx is in a stable position and is prepared for continued growth and strong profitability in 2013. Strong operator in many markets Our payment services and related financial products were developed further during the year. PayEx is a unique operator in the market because we can offer a comprehensive concept for payments in all channels – online, mobile, payment machines, physical stores – with the widest range of payment and financing products on the market. Our customers can thus make or accept payments wherever, whenever and however they want. We entered into important customer agreements that combine our payment and financing services in segments such as retail trade, banking, finance, transportation, health care and telecoms. We are proud to have strengthened our position as a leading provider of mobile payment solutions in 2012. This involved deliveries to customers such as 4T Sverige (WyWallet) and the Norwegian transport companies NSB (train tickets) and Ruter (bus, train, tram). We also entered into agreements with ten public transport companies for delivery of payment solutions for SMS tickets. These entered into force on 1 February 2013. Acquisitions have enabled us to achieve a favourable position in the Nordic payment terminal market. That allows us to offer the most modern terminal platforms in the Nordic region where various loyalty solutions, gift cards, cou- 4 PayEx Holding AB Annual Report 2012 The obvious choice PayEx is the Nordic region’s leading provider of payment solutions. 40 years’ experience combined with our great ability to develop innovations and our focus on quality and relationships have made us what we are today: the only provider in the Nordic region that offers comprehensive payment solutions. Our wide range in terms of both services and channels makes us the payment partner that companies in the Nordic region need. We are the obvious choice for payments – today and tomorrow. We are “PayEx – Experts in payments”. PayEx invoicing services handle customers’ invoicing, payments, debt collections and payment reminders, sales ledgers, etc. This gives our customers more time for their core activities, along with better control and monitoring and reduced loan losses. PayEx is also a leader in mobile payments for retail sales in shops, payment machines or online. Banks, operators, debit card companies, IT companies, telecoms companies and a number of niche operators all agree that the mobile phone will soon take over as a wallet. When this happens for real, the mobile phone will not only replace cash and credit cards, it will also replace all the other documents we have in our wallets. PayEx is leading these developments and sees great potential in this area. pons and replenishment services are combined as required. Important agreements in this field have been signed with companies such as ATG, Hertz, Narvesen, 7-Eleven Norge and Telenor Sweden. We have thus created a good opportunity to become one of the three largest providers of payment terminals in the Nordic region. We have continued to focus on providing the best services in the invoice management market and our customers have shown renewed and increased confidence in us in this important area. Service and cost-effectiveness We are constantly seeking to become more efficient and provide a better service for our customers. For that reason, this year also saw some restructuring and steps to make our organisation more efficient. This has led to a reduction in our overall cost base, but we have also recruited new skills to meet future demands and expectations. Skills development will be carried on continuously to improve our customer and service processes. Growth is the order of the day PayEx looks forward to 2013 with confidence. Our aim is to further strengthen our position in the Nordic market. By offering the Nordic region's widest range of the most advanced services and focusing on providing the best service every day, we hope for new assignments to help our customers do more business and more profitable business. Jonas Lagerstedt CEO up to October 2012 Chairman of the Board from October 2012 Focus on technology and innovation PayEx focuses particularly on technology, innovation and entrepreneurship. This has paved the way for our leading position in mobile payment solutions, among other things. Our company is founded on entrepreneurship. Today, we are passionate about supporting other entrepreneurs to succeed in their businesses. By leading technological development and being the best at innovation and knowledge, we create new industry standards and new business for our customers. Raymond Klavestad CEO from October 2012 A Word from the CEO Business concept and strategy Best at quality and reliability Quality and reliability are important keywords for us at PayEx. We also cherish our Gotland heritage and our core as a family business. It leaves its mark both internally and on our customer relationships. We build long-term relationships and endeavour to be a partner rather than a mere supplier to our customers. Our business is based on the premise that things are going well for us when they are going well for our customers. When they make money, we can as well. In recent years, PayEx has undergone a series of changes to make its organisation more professional and more efficient. We have brought about conditions to allow us to continue growing and developing innovations. A new management team was appointed in 2011 and the company has since undergone a series of measures to increase efficiency and raise quality levels. This has meant that we can now concentrate on developing our services to become an even more quickfooted, reliable, customer-oriented partner to Nordic companies. We have identified a number of key areas to ensure that we are and will remain the obvious choice for payments within the Nordic region. PayEx endeavours to be: • Customer-orientated with high service levels • The best in the industry for quality and reliability • The Nordic region’s best employer • Financially strong so we have the resources to develop new and better services for our customers To further strengthen us in terms of customer service, in 2012 we launched a new customer service unit and took steps to further improve the quality and reliability of our services. always offer our customers the best, most secure and most innovative solutions. In 2012, we acquired the Norwegian terminal company Mynt, which strengthened our position in terminal payments in the Nordic region. PayEx has identified significant opportunities for organic growth in Norway, Denmark and Finland, where we are not yet as big in invoicing services as we are in Sweden. (Read more in the Market section on page 7.) Strong partners and demanding customers We have strong local partners such as Swedbank and Danske Bank. Our customers include many of the Nordic region’s bestknown and most demanding customers, including Apoteket, Reitan, Telia, Telenor, ATG, Svenska Dagbladet, Aftonbladet, Storstockholms Lokaltrafik, Blocket, Ica and NSB. As far as they are concerned, we are a reliable partner offering a broad range of competitive services that is able to meet their need for customised, flexible solutions. Business concept PayEx delivers comprehensive payment solutions to companies in the Nordic region. Vision The obvious choice in payments in the Nordic region. Strategy Our services must have the highest levels of quality, security and reliability. We are driven by our high service levels, ability to develop innovation and entrepreneurial spirit. Acquisitions supplement organic growth PayEx is mainly growing organically but also supplements that organic growth with selected acquisitions to guarantee that we PayEx Holding AB Annual Report 2012 5 Market The conditions in the market for payment solutions differ from one country to another and from one industry to another. However, what is common to the Nordic market is a growing demand for suppliers who can adopt a holistic approach and offer solutions that lead to higher profitability for customers. PayEx is well positioned to meet those needs. E-commerce is growing rapidly Thanks to technological solutions, secure payments and easy access, we are seeing a change in consumers' purchasing behaviour. We are no longer dependent on shop opening hours, geographical distance or having money in our wallet. E-commerce is a rapidly growing sales channel. According to the Svensk Handel [Swedish Trade Federation] report entitled "Nyckeltal för E-handel 2012–2013" [Key indicators for E-commerce 2012-2013], e-commerce increased by 15 per cent during the year. Both companies and consumers have matured and growth is steady. Simplicity and security are the keywords for e-commerce. Regardless of whether it is question of invoice, direct, mobile or card payments, everything can be done on-line. This flexibility contributes to an increase in sales for the retailers. At PayEx we are continually working on innovative solutions to meet our customers' needs. We are constantly seeing how new trading sites take shape online and it is exciting to be at the centre of these changes. Our wide range of services is an advantage in an e-commerce market in which the proportion of international players on the increase. By offering comprehensive solutions, we ensure that our customers have no need to go elsewhere. Great opportunities in a rapidly developing market One of the payment industry's most important issues for the future is solutions for payments by mobile phone. According to Gartner's "Market Trends: Mobile Payment, Worldwide 2012 " mobile payments will increase by 42 per cent a year globally between now and 2016. In the Nordic region, however, mobile payments have been slower to break through. One reason for this is the lack of a standard solution. Mobile payments is a broad area that involves a range of industries and this lack of clarity causes uncertainty for both companies and consumers. Another reason is the investment required to enable a merchant to offer mobile payments. If consumers do not demand the service, the investment is postponed. In order for consumers to begin demanding the option to pay via mobile phone, they must see the benefits of the service or that it is fun to use and they must feel that it is secure. When that happens, development will take off in earnest. One clear trend is that industries are joining together in partnerships to offer their mobile wallets. The four major mobile operators' launch of WyWallet in June is one example of this. PayEx supplies the technical solution for the system. A pilot project involving mobile payments also started up during the year in the grocery trade, among others. Debt collection – a topic for discussion The debt collection industry has been the subject of much discussion during the year. The debate has centred around operators with major flaws in their credit assessments and in the information they provide on loan conditions that, at the same time, carry out aggressive marketing. This has been highlighted in the media and the evening papers and metropolitan press have carried reports of fake invoices and debt traps. Kronofogden [the Swedish Enforcement Authority] has noted that unpaid SMS loans to private individuals have increased by 70 per cent since 2011 and has sharply criticised the debt collection companies that manage these loans. Datainspektionen [the Swedish Data Inspection Board] increased the requirements for transparency in demands for payment during the year and it is therefore increasingly important for operators such as PayEx, which offer serious debt collection solutions, to be highlighted as reliable alternatives. Package solutions Companies want to offer several different payment options to their customers and that makes packaging of payment services an attractive product, which in turn leads to cooperation between different companies within the payment industry. PayEx has a great advantage in that it is able to offer such comprehensive solutions to its customers. At PayEx, there is cooperation between the Merchants, Invoicers and Mobile business areas to offer customers a comprehensive range of leading payment services in all situations. Online card payments 6 PayEx Holding AB Annual Report 2012 Business concept and strategy Market PayEx Holding AB Annual Report 2012 7 Business areas Business areas Invoicers – a challenging year with new customers and a more efficient organisation. Merchants – demand for PayEx Merchants' services has been high in 2012, particularly in e-commerce but also in solutions covering multiple channels. Our transactions in e-commerce increased by over 40 per cent during the year. We also made investments to enable us to offer invoicing and part-payment services to our merchants on our own account. 2012 was a year of development for Invoicers on several levels. Our largest customers showed renewed confidence in us and we concluded agreements with several new customers and made our organisation more efficient to guarantee the quality of deliveries to our customers. The Invoicers business area is responsible for PayEx's invoicing services and sales of billing, debt collection and financing services to new and existing customers. During the year, Invoicers has been actively working to make the organisation more efficient in order to focus even more on our sales and to be in a better position to attend to and further develop our existing client relationships. We have also integrated Delivery Management into the business area to guarantee the quality of deliveries to our customers. These measures have been successful and, as a result, we have obtained several new customers and all our largest customers have shown renewed confidence in us. The Merchants business area offers a comprehensive payment service for merchants who require multiple channels such as payment terminals in stores, payment solutions on the internet and mobile payment solutions. Demand for our solutions has increased greatly, particularly from transaction-intensive companies such as ATG, HBO and several public transport companies. PayEx has a well-established position among these companies, particularly in solutions for e-commerce. We see significant growth opportunities in payment solutions for physical commerce. We also offer additional services such as gift cards, skimming, anti-fraud, subscription payment and reporting services and even here we find that demand is growing. We handled almost 350 million transactions for our customers in 2012. A number of large customers have joined PayEx during the year, examples include ATG, Hertz, NSB, Ruter, SANOMA, HBO Nordic and Dansk Supermarked. New customers and closer cooperation The final part of the deregulation of the pharmacy market will be implemented in 2013. It relates to the sale of DOS packaged medicines. Apoteket AB successfully retained half of the business, while the other half went to two new operators, Svensk DOS AB and Apotekstjänst Sverige AB. Both these operators chose PayEx for management of their part-payments and invoicing. PayEx is one of the leading providers of invoicing services to telecoms and media companies in the Nordic region. We continued to strengthen our position in relation to these customer groups in 2012. One of the most exciting agreements during the year was with Svenska Dagbladet, which chose to outsource all its subscription invoicing to PayEx. Canal Digital Kabel TV also chose PayEx as a supplier in 2012. The effective cooperation with our partner banks continued during the year. They bring in a steady flow of customers and we work actively to support the banks in their work. Active product development During the year, we continued to invest heavily in product development to enable us to offer the 8 PayEx Holding AB Annual Report 2012 latest products and ensure that we have the products the market demands. We have continued to develop our successful credit account product. We have also produced a concept for dentists that involves a simple way for them to offer their customers part-payment for their treatments. We have also entered into a cooperation agreement with the Nordic region's leading provider of medical records to the dental industry, Opus Dental. This means that our credit account is directly integrated into the dentists' system. In the last few days of the year we signed an agreement with TeliaSonera Finans whereby we will deliver a platform with associated administration for credit accounts that TeliaSonera Finans will offer to the Telia group in the Nordic region. In 2012, we initiated a project in which we highlighted Debt Collection as an important area for investment in all Nordic countries. We are going through our systems, processes and business models to ensure we will have the sharpest range of debt collection products on the market ready in 2013. We have also begun to strengthen the sales side of our debt collection services during the year. To continue to retain our position as a leading outsourcing company in invoicing, we have started up an extensive project to produce a completely new sales ledger system using the latest technology and with all the features required by demanding invoicing customers. We have been able to start-up a pilot customer in 2012 and will continue to transfer our customer bases in 2013. Considerable growth in e-commerce E-commerce in the Nordic region is growing annually by between 10 and 20 per cent and is now valued at approximately SEK 100 billion. PayEx has been active in e-commerce for twelve years and is in a strong position, particularly in Sweden and Norway. Our investments in Denmark in recent years have performed extremely well. We are now also active in the Finnish market, where both development and the competitive situation provide excellent opportunities for strong growth. in 2012, the number of PayEx transactions The future The Invoicers business area laid a good foundation for the future in 2012 in terms of both internal processes and product development. We are seeing a growing demand for our financial services and we expect that this trend will continue in 2013. We also expect more activity in debt collection as a result of the investments we began in 2012. Sweden and Norway are the Invoicers business area's strongest markets, but we are seeing clear signs that both Denmark and Finland will grow strongly in the future and contribute even more to strengthening our position in the Nordic region. Business areas Business areas in the e-commerce segment rose by 40 per cent, which represents growth that is stronger than it has been for several years and that is clearly above the general market trend. 2013 looks as though it could see similar growth. Invoicing and part-payment services on our own account PayEx has historically focused primarily on offering a comprehensive range of payment solutions in which our partner companies act as issuers and acquirers. During the year, investments were made to enable us to offer invoicing and partpayment services to our merchants on our own account. The services are being launched in early 2013 and are expected to contribute greatly to PayEx's growth. A comprehensive Nordic payment terminal solution In recent years, PayEx has invested in a joint Nordic solution for card payments in stores. The platform creates a unique opportunity for customers with needs in several Nordic countries to use one provider, one type of terminal and one cash register integration system. The last piece of the puzzle fell into place through the acquisition of the Norwegian company Mynt Betalingsterminaler AS, which provides us with distribution rights for Ingenico terminals in the Nordic market. This gives us full control over the entire chain and all its constituent components. It creates a strong foundation for challenging the established operators in the field. PayEx Holding AB Annual Report 2012 9 Business areas Mobile – leading the way with solutions for payments via mobile. Mobile payments became a separate business area within PayEx in 2012. It is a sign of how important we consider this area to be. With our mobile payment platform, our customers can be the first to experience the development when the mobile phone replaces the wallet. We have complete solutions for payments via mobile: in-store, on-line, using payment machines and on mobile websites and using mobile applications. During the year we have further developed our platform for mobile payments and have delivered a mobile payment service to WyWallet. Further development of platforms for mobile payments At PayEx, we have developed our platform for mobile payments – mPayment solution – in 2012. Our mobile payment platform means that we supply the technical solution and the customer fills it with its contents. The relationship with the end customer is seen to be strengthened through the customer's brand. The mPayment solution consists of a component that manages customer data and associated mobile phone numbers and an account structure that is able to manage a range of different account types, such as so-called PrePaid accounts, credit accounts and accounts that automatically transfer purchases to external systems, such as a mobile operator's ordinary mobile phone bill. (See the fact box alongside.) In addition to this, it also includes services from other business areas within PayEx, such as invoice processing from the Invoicers business area for purchases on a credit account. A number of thirdparty services have also been integrated into the mPayment solution, including services to verify the user's identity. Successful development of WyWallet During the year, the Mobile business area also delivered a mobile payment service to WyWallet – the mobile wallet jointly owned by Telia, Tele2, Telenor and HI3G – and thereby reached 97 per cent of all Swedish mobile phone users. Bright future prospects Mobile payments is an area with very good future prospects. Most market analysts agree that payments via mobile phone will become increasingly common in the coming years and PayEx is well equipped to meet demand in this growing market. Payments can be made via mobile phone in different ways: PrePaid is the most similar to an ordinary wallet. The customer tops up his or her account with a certain amount that is then available for shopping. CreditAccount means that the customer is invoiced for his or her purchase subsequently, like a credit card purchase. Proxy Payment means that an external account is linked to the mobile wallet. The expenditure can then, for example, be drawn from a normal debit card or can be included in the bill from the mobile phone operator. Stand-alone payment terminals 10 PayEx Holding AB Annual Report 2012 Business areas Business areas PayEx Holding AB Annual Report 2012 11 Sustainability through long-term relationships, reduced environmental impact and conservation of the Visby world heritage site As far as we at PayEx are concerned, sustainability means both sustainable and long-term business relationships and protecting the environment, society and the people around us. We have taken several steps to reduce our use of resources. We also see it as our responsibility to preserve our historic properties in central Visby that are included on the UNESCO world heritage list. a cloud service that will mean a reduction in our paper usage of up to 30 per cent in the long term. Recycling is second nature to us at PayEx and all IT materials we no longer use are sent to a supplier that recycles as much as possible. Long-term ownership and long-term business relationships The PayEx Group was founded by Max Hansson in 1972, and he is still the sole owner. We have driven development in our industry for over 40 years and are one of the Nordic region's foremost experts on payments, with comprehensive and unsurpassed expertise in all forms of payment solutions. Max's long-term independent ownership creates opportunities for us to adopt a longterm perspective and offer services that lead to lasting partnerships. Preserve world heritage Over the years, PayEx has acquired a number of properties in central Visby that have been included on the UNESCO world heritage list since 1995. A couple of PayEx's properties date from the 1200s and we have carefully renovated these properties with the aim of preserving them as part of the world heritage. The older properties are tended to with great care and there are employees in the group whose focus is to preserve and take care of the properties to preserve them as cultural heritage for the future. PayEx Holding AB Annual Report 2012 PayEx are experts in payments and, with approximately 500 employees in four countries, we must grow with our customers. Unique employees with unique skills are required in order to make this possible. There are a lot of us and we have a great deal of ability, but we can be even better! Our employees are our most important resource and taking care of that resource is one way of preserving our equity. The challenge of becoming successful is to be able to attract, develop and retain the right employees with the necessary skills – both now and in the future. It is one of the most important issues at PayEx and it influences everything we do. Activities in 2012 HR activities in 2012 can be summarised as organisational development for greater customer focus. During the year PayEx has: • Medarbetarportalen [Employee Portal] and Chefsportalen [Manager Portal). Annual employee survey In 2012, PayEx conducted a group-wide employee survey in which the employees were able to provide feedback on their work situation and their working environment and contribute ideas on how the company can improve to become the best workplace. In addition to this survey, we take smaller measurements each year to provide the business with faster feedback on the action plans produced in conjunction with the employee survey. The results of the employee survey in 2012 provide a measurable starting position for our further improvement. Printing and transportation taking the environment into consideration PayEx always endeavours to select the most environmentally-friendly option when we purchase goods and services. We engage only responsible printing and transportation companies. Our main printing partner, Strålfors, is working actively to promote sustainable development. To reduce the load on the environment, we endeavour to send digital invoices and also encourage our suppliers to do the same. Together with our customers, we offer consumers digitised solutions and encourage the use of digital mailboxes such as Digipost and Netposti. To reduce our electricity consumption, we are working to virtualise our operating environment, which will lead to lower electricity consumption. A project to replace all our lighting with LEDs was also started up in 2012. In 2013, PayEx will become part of Smart Grid Gotland along with GEAB and Vattenfall. This is a development project that aims to integrate large quantities of energy from renewable sources into the network. The project began in 2012 and is expected to continue until 2015. We have also invested in a functional solution for office printers, which means that users must enter a PIN when printing. The solution is 12 We protect our most important resource – our employees Employee strategy for achieving business objectives Our employee strategy is based on the priorities that we consider essential to enable us to deliver our business objectives. We have identified the following key areas. • To develop management by objectives in the organisation. By establishing quantitative and qualitative targets in line with our business strategy, we ensure that all levels of the organisation deliver satisfactory results. The PayEx board of directors is responsible for Sustainability Employees establishing our strategic business objectives at an overall level and for measuring results on the basis of them. The PayEx group management is responsible for ensuring that the overall objectives are broken down for the managers. • To invest in the development of managers. The managers at PayEx are responsible for working with their teams to establish objectives at team and individual level. They also ensure that our employees understand what contribution they can make to overall business objectives. It is therefore important for our leaders to have the opportunity to drive good performance forward. • To build up skills It is important for us to carry on continuous, systematic skills development and skills transfer. Our employees' need for skills development is defined primarily in performance management interviews and the target plans drawn up in those interviews. The target plans are continually corrected as necessary. Skills development can be carried on in many different ways with external or internal initiatives. • To create structure around roles, responsibilities and compensation and clarify career paths. Role descriptions create clearer career paths and are a tool allowing PayEx to ensure that the skills for each role are maintained and that the employee in each role has the skills required for the role or a target plan for obtaining the required skills. PayEx Holding AB Annual Report 2012 13 Board of directors and management Jonas Lagerstedt Chairman of the Board Grew up on Gotland from the age of 5 and moved to Stockholm in 1988 to study at the Royal Institute of Technology (KTH). Worked for 16 years at Boston Consulting Group, where his duties included heading banking and finance operations in the Nordic area. After leaving BCG, Jonas started as an independent consultant and in 2011 he was also on the board of MQ. In 2011, Jonas took over the role of MD at PayEx, and then in October 2012 switched to the role of Chairman of the Board. Motto: “ Nothing is impossible - just do it” Max Hansson Director/Owner Carl-Johan Ahlström Director The Gotland Islander who took over his father’s auction firm. Started Faktab in 1972 to manage and streamline the monotonous paperwork of his customers at that time. The company has expanded and Max is today the owner of the Nordic region’s only comprehensive group of companies in payments. Along the way, Faktab changed its name to PayEx and now has 500 employees in four countries. Motto: “Nothing is so good that it can’t be improved” Grew up in Paris, studied economics and marketing in Geneva until 1990. Founded X-change in Sweden 1990 and was CEO until 1998. Today Executive Chairman of Vixar AB, a company that invests in small and mediumsized companies. Other than the PayEx Group, also sits on the boards of: Teqnion AB, Cedergruppen AB, AB Alphace Coaching & Education AB, Eco2 Energy AB and Tripod Energy AB. Motto: "There are no short cuts – the only thing that works is hard work." Top row from the left: Bottom row from the left: Louise Gauffin Jenny Hellberg Hassel Head of Communications and marketing Head of Operations Nicklas Molin Raymond Klavestad Business Area Manager Merchants CEO Anders Karlsson Jörgen Pettersson Head of Legal Department Head of Credit and Collection (Head of Customer Service from March 2013) Jonas Lagerstedt Chairman of the Board Lars Stenberg Director Bachelor of Law and BA at Lund University 1972. Started at the Lindahl law firm in 1978, where he was a solicitor and later a partner until 2008. Has run his own law firm since 2009. Directorships in addition to the PayEx group: Aktiebolaget Amerix, H. Lundén Holding AB, Holbein Holdings AB, Sardis Securities Inc. Istanbul, TR Fastenings AB and uno form i Stockholm AB. Motto: "It is always too early to give up!" 14 PayEx Holding AB Annual Report 2012 Therese Westerlund Employee Representative Remcia Bulut Employee Representative Mikael Hellberg Grew up in Stockholm and moved to Gotland in 1996 to undertake film studies until 1999. She joined PayEx in 2000 and currently works as a Process Manager for PayEx debitering. Motto: "Enthusiasm finds opportunities and energy makes sure that you can make the most of them." Therese Westerlund was replaced by Marie Lydahl on 11 April 2013. Previously worked as a salesperson at an agency working for Eniro. Is currently quality administrator for Mobile, Merchant and POS in First Line Support. Motto: "Finds his inner palace in the gym." Niklas Levin Mikael Wandt CFO (November 2012) Therese Johansson Head of HR Acting Business Area Manager Mobile Business Area Manager Invoicers Lars Marlow Krosby Head of IT Board of directors and management Board of directors and management PayEx Holding AB Annual Report 2012 15 Administration Report General information on the company's activities PayEx Holding AB, organisation registration number 556714-2798, was founded in the first quarter of 2007. The company is the parent company of the PayEx group, which operates in five main areas in Sweden, Norway, Denmark and Finland. PayEx began operating in 1972 under the name Faktab Finans AB. The founder of that company, Max Hansson, is still the sole owner of the group. Invoicing and sales ledger service PayEx is a complete provider of services for managing time-consuming, cost-generating work in finance and administration. The services include processing of supporting documents for invoices, invoicing/billing, sales ledger services and payment monitoring. The customer system PayEx Online allows the customer to gain a complete overview and control of business-critical processes. Customers are offered simpler, more secure and more cost-effective solutions that free up capital and capacity. PayEx handles customers' payment processes so that customers can focus on their core business. Debt Collection Services PayEx is a leading provider of debt collection services. PayEx is expert at reducing credit time and limiting losses from outstanding debts. Services include reminder procedures, monitoring of debtors' financial situation, debt collection, purchase of debts, management of mismanaged loans and credits. PayEx has highly qualified employees who monitor customers' outstanding debts in a systematic, professional manner. Electronic payments on-line and instore PayEx is a complete provider of electronic payment services for on-line commerce, mobile commerce and trading of goods in the Nordic market. In the European market, we cooperate with leading suppliers to enable us to deliver payment services to customers in the Nordic region who wish to make or receive payments outside the Nordic region. We assist companies with integration and development of userfriendly payment solutions for small amounts, large one-time purchases, tailor-made solutions and adaptation of existing standard solutions to the customers' needs. In cooperation with our larger customers and partners, we also develop unique solutions for industries such as retail, transport, hotels and restaurants, on-line commerce, telecommunications, media, fuel, universities, etc. Stand-alone payment terminals 16 PayEx Holding AB Annual Report 2012 Board of directors and management Administration Report Financing PayEx Credit AB is an authorised credit market company which is regulated by Finansinspektionen [the Swedish Financial Supervisory Authority] and provides all the group’s financial services. Examples of services provided include invoice discounting, factoring, contract credit and purchase of debt collection cases. Organisation PayEx carries on its business as an organisation consisting of three business areas (BA) and three product/production units. The business areas are responsible for sales of all the group’s products and services to a particular customer segment. The various business areas are also responsible for management and development of products in each area. Business is conducted in Sweden, Norway, Denmark and Finland. BA Merchants BA Merchants has full responsibility for existing and new customers in the retail segment. It sells and delivers the group’s full range of products and services to these customers. BA Invoicers BA Invoicers has full responsibility for existing and new customers for businesses that use the PayEx invoicing service. It sells and delivers the group’s full range of products and services to these customers. BA Mobile BA Mobile is responsible for working closely with our customers to develop and implement innovative and high-tech solutions. PayEx must be at the leading-edge as far as development is concerned. Credit and Collection product area Credit and Collection is responsible for products and services and much of the operational work within our business for debt collection and financing. PayEx Credit AB lies entirely within the unit. Management of the areas of credit assessment, risk management, liquidity and capital adequacy forms an important part of the business activities carried on a PayEx Credit AB. PayEx Credit AB is responsible for our products and services in financing (including deposits). Operations Unit PayEx Operations consists of over 200 employees who manage the entire customer process. This includes all administrative services such as hardware and software, paper and envelopes, payment registration, sales ledger management, statistics, process development and training. The work includes processing invoice support documentation, invoicing/billing, sales ledger management and payment monitoring and customer services for our own customers and our customers' customers. The unit is also responsible for ongoing customer relationships in day-to-day work and for starting up new customers. IT Unit IT consists of over 100 employees who are engaged in the development and operation of IT systems on our behalf and on behalf of our customers. The unit also assists with advanced support issues for customers and our own employees. PayEx Invest Manages the group's stock of properties. All properties are located in the medieval inner city centre of Visby. Holdings of shares in companies that are not included in any of the other business areas are owned by PayEx Invest. Results The group's profit before tax and minority shareholding amounted to 45,620 TSEK (–11,491 TSEK). The loss last year was a result of impairments and non-recurring loan losses. The parent company's operating loss amounted to –25,437 TSEK (–16,884 TSEK). Significant events during the financial year The following changes in company names occurred during the financial year: PayEx Finance AB changed its name to PayEx Sverige AB. PayEx AS changed its name to PayEx Norge AS. PayEx OY changed its name to PayEx Suomi OY. PayEx A/S changed its name to PayEx Danmark A/S. The Norwegian company Mynt Betalingsterminaler AS was acquired in July 2012. This strengthens the group's position in the Nordic market for payment terminals. In September 2012, a share dividend was distributed to PayEx Holding AB from PayEx Solutions AS. All shares in PayEx Solutions AB were distributed. Two mergers were carried out in December 2012: PayEx Solutions AS, Mynt Betalings-terminaler AS and PayEx Esol AS were merged with PayEx Norge AS. PayEx Solutions AB was merged with PayEx Sverige AB. At the same time, a transfer of assets and liabilities was carried out from PayEx Collection AB to PayEx Sverige AB. PayEx Holding AB made a capital contribution of 12 MSEK to PayEx Danmark A/S. During the financial year, a wholly-owned property company, Faktab K8 AB, was sold off. Significant events after the end of the financial year After the end of the financial year, two whollyowned property companies, Faktab H1 AB and Faktab H2 AB, were sold off. PayEx Holding AB Annual Report 2012 17 Multi-year overview Financial reports Consolidated income statement Overview of group 2012 Net sales (TSEK) Profit before tax and minority shareholding (TSEK) Balance sheet total (TSEK) 2011 2010 2009 2008 669,7371) 671,300 653,503 606,928 583,044 45,620 -11,491 32,419 44,540 25,135 TSEK Net sales Note 2012 2011 1 669,737 671,300 Operating expenses 2,022,826 1,538,477 1,037,659 1,294,782 1,086,025 Equity ratio 7% 8% 26% 27% 26% Other external costs 2, 3 -313,418 -331,256 Average number of employees 491 527 489 489 504 Personnel costs 4 -266,347 -279,281 Depreciation 5 -37,561 -38,483 -617,326 -649,020 52,411 22,280 Overview of parent company 2012 Net sales (TSEK) 2011 2010 2009 2008 18,272 24,987 15,885 14,252 12,973 Profit/loss after net financial income and expenses (TSEK) -38,919 -18,178 -21,766 -20,371 7,193 Balance sheet total (TSEK) 842,313 884,565 796,190 680,522 718,602 45% 42% 50% 58% 52% 26 24 16 10 10 Equity ratio Average number of employees 1) For 2012, net sales in the consolidated income statement were affected by the fact that income in a group company compared in a previous year was reclassified to interest income. Without this adjustment, the sales for the year amounted to approximately 690,000 TSEK. Total Operating profit Profit/loss from financial investments 7 Financial income 28,198 35,451 Financial expenses -34,989 -69,222 Total -6,791 -33,771 45,620 -11,491 -8,384 -2,723 -1,611 -706 35,625 -14,920 Profit/loss after financial items Tax on profit/loss for the year Minority shareholding Future The operations in the group and the parent company will be conducted in line with the changes implemented at the end of 2012. They are expected to have a positive impact on the results in the coming year. PROFIT/LOSS FOR THE YEAR 8 Proposal for the allocation of profits The following profits are at the disposal of the Annual General Meeting: Share premium reserve profit/loss brought forward profit for the year 300,098,600 44,621,794 699,704 345,420,098 distributed as follows: Dividend to shareholders 10,000,000 carried forward to new accounts*335,420,098 345,420,098 *To the share premium reserve 300,098,600 As far as the company's results and position in general are concerned, reference is made to the following income statements and balance sheets and the associated notes to the accounts. 18 PayEx Holding AB Annual Report 2012 Administration Report Administration Report PayEx Holding AB Annual Report 2012 19 Financial reports Consolidated balance sheet TSEK Consolidated balance sheet Note 31/12/2012 31/12/2011 TSEK Assets Equity and liabilities Fixed assets Equity Intangible fixed assets 9 31/12/2012 31/12/2011 50,000 50,000 12 Restricted equity Goodwill 43,865 16,566 Share capital (500,000 shares) Trademarks 31,876 35,432 Restricted reserves Other intangible fixed assets 63,998 43,214 Total restricted equity 139,739 95,212 Total intangible fixed assets Note 8,128 15,699 58,128 65,699 Non-restricted equity Tangible fixed assets 10 Land and buildings 105,480 101,426 715 588 Non-restricted reserves 52,975 71,666 Profit/loss for the year 35,625 -14,920 88,600 56,746 146,728 122,445 3,686 2,706 39,035 35,955 Total non-restricted equity Expenses for improvements to property owned by others Equipment, tools, fixtures and fittings Total tangible fixed assets 11,835 12,752 118,030 114,766 Total equity Minority shareholding Financial fixed assets Shares and participating interests 6 6,569 19,376 Shares in associated companies 6 3,458 5,146 2,229 – Deferred tax receivables Receivables from associate companies Long-term loans receivable Total financial fixed assets 4,300 – 14,069 13,117 30,625 37,639 288,394 247,617 Provisions Pensions Liabilities Current liabilities Overdraft facility Total fixed assets Current assets Stock 17,962 10,407 14 15 86,533 91,306 1,126,790 710,599 Liabilities to credit institutions 73,281 117,917 Accounts payable 39,284 37,748 Deposits from the public 358,137 201,684 Other current liabilities 115,517 173,767 Liabilities to clients/clearing debt Accrued expenses and deferred income Current receivables Accounts receivable – trade 56,726 89,518 204,693 212,889 8,323 – Current tax assets 20,685 – Other receivables 35,577 65,176 Prepaid expenses and accrued income 58,871 46,419 384,875 414,002 Lending to the public Receivables from associate companies Total current receivables Investments 5,597 – 1,325,997 866,451 Total current assets 1,734,431 1,290,860 TOTAL ASSETS 2,022,826 1,538,477 Cash and bank balances 20 PayEx Holding AB Annual Report 2012 Administration Report 33,835 44,350 Total current liabilities 1,833,377 1,377,372 Total provisions and liabilities 1,872,412 1,413,326 TOTAL EQUITY AND LIABILITIES 2,022,826 1,538,477 152,955 522,588 146,726 425,892 Pledged assets Contingent liabilities Administration Report 16 17 PayEx Holding AB Annual Report 2012 21 Financial reports Parent company income statement TSEK Net sales Parent company balance sheet Note 2012 2011 TSEK 1 18,272 24,987 Assets 140 1 18,412 24,988 Other operating income 1 -1,708 -1,430 Other external costs 1, 2, 3 -20,290 -19,018 Trademarks Personnel costs 4 -19,222 -18,795 Total intangible fixed assets Depreciation and impairment of tangible and intangible fixed assets 5 -2,629 -2,629 -25,437 -16,884 Profit/loss from financial investments Profit/loss from participations in group companies -10,980 Profit/loss from other securities and receivables held as fixed assets 0 0 49 Interest income 7 6,043 9,879 Interest expenses 7 -8,545 -11,222 -38,919 -18,178 Tax on profit/loss for the year PROFIT FOR THE YEAR 22 PayEx Holding AB Annual Report 2012 8 39,898 17,074 -279 489 700 -615 Administration Report 39,442 42,071 39,442 42,071 Financial fixed assets Participations in group companies 575,965 574,945 Total financial fixed assets 575,965 574,945 Total fixed assets 615,407 617,016 11 Current assets Current receivables Other receivables from group companies Other receivables Appropriations 31/12/2011 Intangible fixed assets Accounts receivable – trade PROFIT/LOSS AFTER FINANCIAL ITEMS 31/12/2012 Fixed assets Operating expenses OPERATING PROFIT Note Interim receivables Total current receivables Cash and bank balances 119 4 163,594 208,016 12,288 2 523 2,413 176,524 210,435 50,382 57,114 Total current assets 226,906 267,549 TOTAL ASSETS 842,313 884,565 Administration Report PayEx Holding AB Annual Report 2012 23 Financial reports Parent company balance sheet TSEK Cash flow statement Note 31/12/2012 31/12/2011 TSEK Equity and liabilities Group 2012 2011 Parent Company 2012 2011 Current operations Equity 12 Restricted equity Share capital (500,000 shares) Total restricted equity 50,000 50,000 50,000 50,000 Profit/loss after financial items 45,620 -11,490 -38,919 Adjustments for non-cash flow items, etc. 51,963 40,882 15,013 -18,178 3,527 Tax paid -11,128 -12,920 -1,255 -6,801 Cash-flow from current activities before changes in working capital 86,455 16,472 -25,161 -21,452 Cash flow from changes in working capital Non-restricted equity Share premium reserve 300,099 300,099 44,622 60,237 700 -615 Total non-restricted equity 345,421 359,721 Total equity 395,421 409,721 352 0 4,540 3,749 Profit/loss brought forward Profit/loss for the year Untaxed reserves 13 Provisions 14 -6,699 -1,657 – – Increase(–)/Decrease(+) in current receivables 16,459 -82,052 69,506 -31,342 Increase(+)/Decrease(–) in current liabilities Total changes in working capital Cash flow from operations Investments in subsidiaries Accounts payable 86,533 3,625 Other liabilities to group companies Current tax liabilities Other liabilities Accrued expenses and deferred income Total liabilities 2,508 -19,716 82,874 49,790 24,630 51,532 30,080 – – -12,000 – 6,150 – – Acquisitions/capitalisation of intangible fixed assets -34,243 -29,325 – – Acquisitions of tangible fixed assets -17,630 -25,597 – – – 8,837 – – -13,743 -14,280 – – Sales of financial fixed assets 2,671 – – – Withdrawal from associate companies 4,000 – – – 947 – – – -46,838 -54,216 -12,000 – Change in short-term investments 348,750 372,042 0 976 825 2,002 Financing activities 2,267 2,672 Increase/decrease in current financial liabilities -54,168 – -4,362 – Dividends paid to shareholders -15,000 -15,000 -15,000 -15,000 442,000 TOTAL EQUITY AND LIABILITIES 90,895 524,866 441,157 457,629 11,160 Sales of subsidiaries Acquisitions of financial assets 15 479,709 489,469 575,924 Investments Sales of tangible fixed assets Liabilities Overdraft facility Increase(–)/Decrease(+) in inventories 842,313 471,095 884,565 Pledged assets 16 None None Contingent liabilities 17 781 100,719 Cash-flow from investments Dividend to minority shareholding Cash flow from financing activities Cash flow for the year Cash and cash equivalents at beginning of year Translation difference in cash and cash equivalents Cash and cash equivalents at end of year -631 – – – -69,799 459,287 866,451 259 1,325,997 -15,000 388,413 478,038 – 866,451 -19,362 -6,732 57,114 – 50,382 -15,000 15,080 42,034 – 57,114 Supplementary information to the cash flow statement TSEK Group 2012 2011 Parent Company 2012 2011 Interest paid and dividends received Interest received Interest paid 39,044 33,278 10,702 9,879 -30,835 -20,707 -12,591 -11,222 37,561 38,484 2,629 2,629 – -1,262 – – 20,725 – 12,000 – 3,080 5,329 791 898 – Adjustments for non-cash flow items Depreciation on fixed assets Reversed impairments Impairments on financial assets Provisions for pensions Capital gain on sale of subsidiary company -11,307 – – Change in accrued interest 5,372 – – – Unrealised loan losses 2,397 – – – Share of profit/loss in associated companies -2,312 – – – Capital gain from sale of financial fixed assets -2,112 – – – Other profit/loss items not affecting liquidity 24 PayEx Holding AB Annual Report 2012 Administration Report Administration Report -1,441 -1,669 -407 – 51,963 40,894 15,013 3,527 PayEx Holding AB Annual Report 2012 25 Accounting principles General The financial statements have been prepared in accordance with the Swedish Annual Accounts Act and Bokföringsnämnden [Swedish Accounting Standards Board] general guidelines in addition to BFNAR [Bokföringsnämndens allmänna råd – General Guidelines of the Swedish Accounting Standards Board] 2008:1 Financial statements in smaller limited companies (the K2 rules). In cases where there is no general recommendation from the Swedish Financial Accounting Standards Board, guidance is obtained from Redovisningsrådet [the Swedish Financial Accounting Standards Council] recommendations. The consolidated accounts were prepared using the acquisition method. This means that a subsidiary's assets and liabilities are recognized at the market value that formed the basis for determining the purchase price of the shares. The difference between the purchase price and the equity of the acquired company is recognized as goodwill. The consolidated shareholders' equity includes the parent company's equity and the portion of the subsidiary's equity that arose after the acquisition of these companies. Income and expenses have been allocated to a particular period in accordance with generally accepted accounting principles. Receivables have been recognized at the amount estimated to be received. Receivables and liabilities in foreign currency were converted at the rate at the balance sheet date. Exchange differences on operating receivables and liabilities are reported net in operating income, whereas exchange differences on financial assets and liabilities are reported net as financial items. Clearing funds are recognized at their full value in the balance sheet under current liabilities. "Clearing funds" means funds paid in that have not yet been reported to the customer at the balance sheet date. For the ITP [Industrins och handelns tilläggspension – supplementary pension for employees in industry and commerce] plan, the Pensionsregistreringsinstitutet [Pension Registration Institute (PRI)] calculates what provisions must be made. Pension obligations are reported as a provision in the balance sheet, to the extent permitted by the Swedish Pension Obligations Vesting Act, under the heading "Provisions for pensions and similar obligations". A provision is reported in the balance sheet when the company has a legal or constructive commitment as a result of a past event for which it is probable that an outflow of resources is required to settle the obligation and a reliable estimate of the amount can be made. Other provisions, assets and liabilities have been recognized at cost, unless otherwise stated. Fixed assets Fixed assets are valued at cost, with a deduction for accumulated depreciation. Depreciation is 26 PayEx Holding AB Annual Report 2012 Notes carried out according to a systematic plan over the assets' anticipated useful life as listed below: Trademarks Goodwill Capitalised development costs Condominiums Equipment, tools and vehicles Building equipment Art Computers Properties Land Ground installations 20 years 5-10 years 3 years None 5 years 10 years None 3 years 50 years None 20 years The PayEx trademark has been valued by external valuers. The subsidiaries pay remuneration in the form of a royalty to the parent company based on a percentage of their external sales. The royalty is calculated to be payable for at least 20 years and therefore the depreciation period on the trademark is set at 20 years. Depreciation of goodwill takes place over 5–10 years from the year it occurred. This is based on the fact that the assets are regarded as longterm strategic investments in new countries and business areas. The item is mainly attributable to Solutionsgruppen, whose operations are experiencing continued growth. Parent company The parent company applies the same accounting principles as the group, with the exception that the parent company does not record a tax asset on a loss and that the parent company has adapted to K3 and reported a group contribution in the income statement. Tax The company and the group apply the Bokföringsnämnden [Swedish Accounting Standards Board] general guidelines on entry of income taxes, BFNAR 2001:1. Total tax consists of current tax and deferred tax. Taxes are reported in the income statement except when the underlying transaction is entered directly against equity whereupon the associated tax effect is entered in equity. Current tax (previously referred to as paid tax) is tax to be paid or received for the current year. Adjustment of current tax relating to previous periods is also included in this item. Deferred tax is estimated in accordance with the balance sheet method on the basis of temporary differences between the book value and the value for tax purposes of assets and liabilities. The amounts are calculated based on how the temporary differences are expected to be settled and applying tax rates and tax rules decided on or notified at the balance sheet date. Temporary differences are not taken into consideration either in group goodwill or in differences relating to participations in subsidiary and associated companies which are not expected to be taxed in the foresee- able future. In juridical persons, reporting of untaxed reserves includes the deferred tax liability. However, in the consolidated accounts, untaxed reserves are divided into deferred tax liability and equity. Deferred tax receivables relating to deductible temporary differences and deductible deficiency are reported only if it is likely that they will lead to lower tax payments in future. Income All figures in TSEK unless otherwise indicated. Note 1 Note 4 Purchases and sales between group companies Of the purchases for the year in the parent company, 3,324 (6,410) relates to purchases from other group companies. Of the sales for the year in the parent company, 18,248 (24,673) relates to sales to other group companies. Income is reported in accordance with BFNAR 2003:3 Income. The company reports as income the true value of what was received or what will be received. The company therefore reports income at its nominal value (invoice amount). Deductions are made for any discounts given. The income from the company’s sales of services is reported as income when the following conditions are met: the income can be measured reliably, it is probable that the economic benefits that the company will derive from the transaction will flow to the company and the costs incurred or expected to be incurred as a result of the transaction can be measured reliably. Other income is reported as follows. Income that does not relate to core business is included in this item in the period to which it relates. Sales per business segment Notes to the financial statements The leasing expenses for the year in the parent company amount to 0 TSEK (0). The leasing expenses for the year in the group amount to 0 TSEK (0). The group’s research costs are entered as an expense in the period they occur. Research costs means expenditure on research aimed at obtaining new scientific or technical knowledge. Development expenses means expenses where the results of research or other knowledge are applied in order to bring about new or improved products or processes. In the balance sheet, development expenses are included at cost minus accumulated depreciation and impairment. Additional expenses for an intangible assets are added to the acquisition cost only when they increase the future economic benefits in excess of the original assessment and the expenses can be measured reliably. All other expenses are entered as expenses when they are incurred. Cash flow statement The cash flow statements are prepared using the indirect method. The stated cash flow includes only transactions that involve payments in or out. With the exception of cash and bank holdings, liquid funds are classified as short-term financial investments that are exposed only to an insignificant risk of fluctuations in value and – are traded on an open market at known prices or – have a remaining duration of less than three months from the moment of acquisition. Administration Report Group 2012 2011 Sales Invoicers 413,752 445,741 Sales Merchants 190,513 187,947 23,346 8,090 Business segment Sales Mobile Other sales 42,126 29,522 669,737 671,300 Comparative figures for 2011 have been translated based on new classifications of types of income introduced by the group from 2012 onwards. The composition of sub-items therefore deviates from those presented in the income statements for 2011. Note 2 Employees and personnel expenses 2012 Average number of employees Number Parent Company Number Of which men 26 27% 24 63% Subsidiaries 465 53% 503 48% Total group 491 51% 527 48% Gender distribution on boards of directors and in company management Parent company Board of Directors 6 67% 3 100% Other senior executives including the CEO 2 100% 1 100% 6 67% 3 100% 12 75% 10 70% Total group Board of Directors Other senior executives including the CEO Group 2012 Parent Company 2011 2012 2011 Salaries and other remuneration: Board of Directors and CEO Leasing agreements 2011 Of which men 2,399 3,428 1,571 3,428 189,736 197,392 11,123 10,006 192,135 200,820 12,694 13,434 Other employees Social security expenses: Pension costs Note 3 Board of Directors & CEO Fees and reimbursement of expenses Auditing work means assessment of the annual accounts and accounting records and the management by the board of directors and the CEO, other work incumbent on the company's auditors and advice or other assistance deriving from observation during that assessment or performance of that other work. Everything else is classified as other work. Group Parent Company 2012 2011 2012 2011 KPMG Auditing work 2,669 3,409 409 590 Other audit assignments 309 197 279 150 Tax consultancy services 185 89 0 0 1,940 113 550 0 5,104 3,808 1,238 740 Other services Total 66 -946 66 -946 Other employees 14,430 15,637 1,457 1,319 Other social security expenses 49,333 51,113 4,180 4,463 255,964 266,625 18,397 18,270 Total salaries and remuneration and social security expenses Pension costs for the year for the parent company include endowment insurance entered as an expense at 263 TSEK (547). A correction was made in 2011 for the pension costs for the Board of Directors and the CEO paid in for the previous year. Note 5 Depreciation Depreciation according to plan Group 2011 2012 Goodwill 7,344 4,793 – – Trademarks 2,445 2,460 2,629 2,629 21,815 24,972 – – 1,559 1,437 – – Other intangible assets Buildings Expenses for improvements to leased property Stock and equipment Subtotal depreciation according to plan Notes Parent Company 2012 2011 228 46 4,172 4,775 – – 37,561 38,483 2,629 2,629 PayEx Holding AB Annual Report 2012 27 Notes Note 6 Note 7 Shares and participating interests Note 9 Profit/loss from financial income and expenses Note 10 Intangible fixed assets Goodwill Group Opening balances Acquisitions Disposals Translation difference Closing balance 2012 2011 19,376 16,681 1,790 2,758 -14,597 – – -63 6,569 19,376 Participations in associate companies Information on associate companies' organisation registration numbers and headquarters. Associate company Org. reg. no. Headquarters Equity Result 2012 Interest income group receivables Dividend group companies Profit/loss from other securities and receivables held as fixed assets Other financial income 556708-0311 Stockholm ValueCodes AS 895 772 852 Oslo 6,914 4,623 neg neg PayEx Invest AB owns 50% of Convenient Card i Sverige AB. Capital participations Voting right participations Number of shares Book value 2011 Book value 2012 Convenient Card i Sverige AB 50% 50% 2,000 2,550 1,050 ValueCodes AS 49% 49% 2,450 – – 2,550 1,050 Total 2011 32,181 33,278 7,910 7,903 – – – – – 1,048 – – Interest expenses from group liabilities Profit/loss from other securities and receivables held as fixed assets 2011 Opening acquisition cost 43,833 49,496 Acquisition cost for the year 31,626 – – -5,663 4,979 – Closing accumulated acquisition cost 80,438 43,833 Closing accumulated acquisition cost Opening depreciation -27,267 -22,477 Opening depreciation -7,344 -4,793 – 1,484 Translation difference Depreciation for the year -4,994 2,173 – 49 1 – -1,867 928 -29,344 -20,707 -8,538 -8,333 – – -8 -2,701 Sold off for the year Translation difference Closing accumulated depreciation Translation difference Closing residual value according to plan – -7,869 – Closing accumulated acquisition cost 46,593 47,389 52,589 52,589 Opening depreciation -11,957 -9,497 -10,518 -7,888 Opening depreciation -2,445 -2,460 -2,629 -2,629 Depreciation for the year -315 – – – – 1 -188 -6,791 -33,771 -2,502 -1,294 Translation difference 3,461 Repaid shareholders' contribution -1,500 – Current tax cost Dividend -2,500 – Deferred tax Closing balance 3,458 5,146 Total tax on the profit/loss for the year Closing accumulated depreciation -14,717 -11,957 -13,147 -10,518 Closing residual value according to plan 31,876 35,432 39,442 42,071 Parent Company 2012 2011 2012 2011 -7,552 -11,912 -279 489 -831 9,189 – – -8,384 -2,723 -279 489 – -1,559 -1,437 555 – -7,328 – 105,480 -6,432 176 101,426 2011 Opening acquisition cost 634 – Acquisition cost for the year 354 634 Closing accumulated acquisition cost Translation difference Closing accumulated depreciation Closing residual value according to plan 5 – 993 634 -46 – -228 -46 -3 – -277 715 -46 588 Equipment, tools, fixtures and fittings Group Other intangible assets* Group Opening acquisition cost Profit/loss and equity has not been determined for ValueCodes for 2012, though it is known that the company will have negative equity at the closing of the annual accounts. -4,995 108 2012 Translation difference Depreciation for the year 2,312 -6,432 Group – -1,034 Share of profit/loss Parent Company – Translation difference Group Closing accumulated depreciation Translation difference Closing residual value according to plan – – 107,682 Translation difference -796 – – 112,807 Depreciation for the year 52,589 – -287 Sold/scrapped 52,589 – 1,685 -7,487 Translation difference 47,389 -7,575 2011 19,424 -8,850 47,389 -33,071 5,146 14,262 Sold/scrapped 2011 – Tax on profit/loss for the year Acquisition cost for the year 2012 183 2012 -1,481 16,566 95,745 2011 -4,794 Opening balances – 43,865 2011 107,682 Opening acquisition cost 2012 Exchange rate losses Note 8 – -25,786 2012 Expenses for improvements to property owned by others Group Loan losses/earnings Total net financial income and expenses -1,960 -36,572 Trademarks Opening acquisition cost Other financial expenses Group 2012 Sold off for the year Expenses Interest expenses Convenient Card i Sverige AB 2012 Group Income Interest income Land and buildings Parent Company 2011 Tangible fixed assets Acquisition cost for the year Sold off/scrapped for the year Translation difference Closing accumulated acquisition cost 2012 2011 133,963 114,685 37,938 29,325 – -10,047 782 – 172,683 133,963 Opening depreciation -86,434 -70,807 Depreciation for the year -21,815 -24,972 Sold off/scrapped for the year Translation difference Closing accumulated depreciation – 9,345 -435 – -108,684 -86,434 Opening acquisition cost Acquisition cost for the year Sold off for the year Impairment/scrapping for the year Translation difference Reclassification Closing residual value according to plan – -4,315 63,998 43,214 2011 43,475 50,807 3,014 5,537 – -474 -293 -12,395 66 – 34,119 – Closing accumulated acquisition cost 80,381 43,475 Opening depreciation -30,584 -37,317 Depreciation for the year Impairment/scrapping for the year Translation difference Reclassification Translation difference 2012 Closing accumulated depreciation Translation difference Closing residual value according to plan -4,172 -4,775 295 11,508 35 – -34,119 – -68,545 -30,584 – -139 11,835 12,752 *Other intangible assets consist of capitalised development costs, see the more detailed explanation under Accounting Principles and Notes to the Financial Statements. 28 PayEx Holding AB Annual Report 2012 Notes Notes PayEx Holding AB Annual Report 2012 29 Notes Note 11 Note 12 Participations in group companies Equity Group Voting right participaCapital participations tions Number of shares Book value 2011 Book value 2012 PayEx Invest AB 100% 100% 1,000 2,650 2,650 PayEx Credit AB 100% 100% 500,000 80,000 80,000 PayEx Sverige AB 100% 100% 500,000 349,999 351,019 PayEx Solutions AS 100% 100% 0 109,296 0 PayEx Norge AS 100% PayEx Suomi Oy 100% 100% 100% Total Information on subsidiary companies' organisation registration numbers and headquarters Org. reg. no. Headquarters 100 33,000 10,000 142,296 0 0 574,945 575,965 Amount at the start of the year Equity Restricted reserves 50,000 15,699 Profit Brought Forward Profit/loss for the Year Total 71,666 -14,920 122,445 -14,920 14,920 Transfer of profit/loss for the previous year Adjustment for previous year -191 Dividend -1,283 -15,000 -15,000 -1,292 6,231 4,939 Change in share of equity in untaxed reserves 2,897 -2,896 1 Transfer between restricted and non-restricted equity -8,985 8,985 Translation difference 0 Profit/loss for the year Equity Result Amount at the end of the year 556677-4781 Stockholm 381 -6,447 – Faktab H1 AB 556720-4846 Stockholm 107 4 – Faktab B1 AB 556720-4853 Stockholm 210 1,065 – Faktab B5 AB 556720-4895 Stockholm 101 -1 – Faktab Börsen 2 AB 556720-4887 Stockholm 458 361 – Faktab H2 AB 556720-4820 Stockholm 111 11 Dividend – Faktab K1 AB 556720-4804 Stockholm 450 19 Profit/loss for the year – Faktab S1 AB 556720-4903 Stockholm 147 -20 – Faktab V1 AB 556720-4796 Stockholm 198 1,222 PayEx Credit AB 556735-5671 Stockholm 98,478 4,455 PayEx Sverige AB 556174-3914 Stockholm 140,669 26,316 – PayEx Solutions Oy 188 25 69-2 Helsinki -129 -26 979315503 Oslo 114,035 16,229 – PayEx Collection AB 556677-4799 Stockholm 2,354 4,228 – PayEx Danmark A/S 70986914 Copenhagen 8,253 6,215 – Oslo Kodebyrå AS 886219032 Oslo 10,424 4,524 – PayEx Retail AS 967057983 Oslo PayEx Suomi Oy 215 68 11-3 Helsinki 27,459 9,791 -13,965 -3,724 35,625 35,625 50,000 8,128 52,975 35,625 146,728 Equity Share premium reserve Profit brought forward Profit/loss for the year Total 50,000 300,099 60,237 -615 409,721 -615 615 Parent Company PayEx Invest AB PayEx Norge AS Amount at the start of the year Transfer of profit/loss for the previous year Note 13 50,000 300,099 Note 16 Untaxed reserves -15,000 44,622 Tax allocation reserves 352 0 0 2012 PRI provisions 63,500 63,500 – – Property mortgages 85,975 79,975 – – 3,480 3,251 – – 152,955 146,726 – – 2011 2012 2011 39,035 35,955 4,540 3,749 39,035 35,955 4,540 3,749 Note 17 Contingent liabilities Group Contingent liabilities Pension guarantee Overdraft facility Group Amount granted Parent Company 2011 2012 2011 105,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 Overdraft facility utilised at 31/12/2012: 86,533 TSEK Notes 2011 2012 2011 690 644 91 75 – – 690 644 Contingent liabilities for the benefit of PayEx Credit AB – – – 100,000 Contingent liabilities for the benefit of PayEx Invest AB – – Unlimited Unlimited Contingent liabilities for the benefit of PayEx Sverige AB – – Unlimited Unlimited Contingent liabilities for the benefit of Faktab Börsen 2 AB – – Unlimited Unlimited Total contingent liabilities Notes Parent Company 2012 Contingent liabilities for the benefit of subsidiaries relating to PRI Unused portions of factoring credits granted PayEx Holding AB Annual Report 2012 2011 Parent Company 2012 2012 2012 Floating charges Total pledged assets Group Parent Company 2011 For own liabilities to credit institutions Invoice claims Provisions 700 395,421 Group 2011 352 700 700 Security given for own liabilities and provisions Parent Company 2012 Note 15 0 -15,000 Amount at the end of the year Note 14 30 0 -1,091 521,898 425,248 – – 522,588 425,892 781 100,719 PayEx Holding AB Annual Report 2012 31 Board signatures and the auditor's signature This is a translated version of the Annual report. Therefore, the audit report is not signed. ABCD Auditor’s report To the annual meeting of the shareholders of PayEx Holding AB, corp. id. 556714-2798 Report on the annual accounts and consolidated accounts Stockholm, 29 April 2013 Ma M Maxx Hansson Carl-Johan nA hlström Ahlström Lars Stenberg We have audited the annual accounts and consolidated accounts of PayEx Holding AB for the year 2012. The annual accounts and the consolidated accounts of the company are included in the printed version of this document on pages 17– 32. In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company’s profit or loss and the administration of the Board of Directors and the Managing Director of PayEx Holding AB for the year 2012. Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts and consolidated accounts in accordance with the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. Jonas Jonas Lagerstedt Chairperson Auditor's responsibility Raymond Klavestad Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement. Remcia Bulut CEO An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts. Marie Lydahl AUDITOR'S SIGNATURE Our auditors' report was issued on 29/04/2013. KPMG AB We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Dan Beitner Authorised Public Accountant Report on other legal and regulatory requirements Opinions In our opinion, the annual accounts and consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company and the group as of 31 December 2012 and of their financial performance and cash flows for the year then ended in accordance with the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act. Auditor's responsibility Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company’s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden. As basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss, we examined the Board of Directors' reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act. As basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors 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 the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Opinions We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year. Stockholm 29 April 2013 KPMG AB Dan Beitner Authorized Public Accountant We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group. 32 PayEx Holding AB Annual Report 2012 Auditors' Report Auditors' Report PayEx Holding AB Annual Report 2012 33 Payment Invoicing Financing Mobile Services Private Other Mobile payment platform Part-payment Services Payment Guarantee Invoices and Ledgers Integrated payment terminals Invoices Ledger Services Credit Agreements Stand-alone payment terminals Part-payment Services Invoicing Services Factoring Part-Payment Services for medicines Get a loan E-commerce Gift cards WyWallet Reminder Services Invoice Discounting Dental accounts Save Shopping cart Digital value codes PayPal Billing Mobile Economy department Payment Gateway Online card payments Debt Collection Services Account Computer Call Centre Payment Payment by direct bank transfer Cash card Store Card payment by phone Arrows Invoicing package Factoring eCommerce Plus eCommerce Max Products –Sales ledger service –Reminder service –Debt collection service Products -Sales ledger service –Reminder service –Debt collection service –Invoice factoring Products –Online card payments –Invoice –Part-payment –Direct payment via bank –WyWallet –PayPal Products –Online card payments –Invoice –Part-payment –Direct payment via bank –WyWallet –PayPal –Card payment by phone Value-added services –Distribution Subscription Products –Billing –Invoicing service –CMR –Invoice factoring 34 Value-added services –Print –Distribution eCommerce Basic Products –Online card payments –Invoice PayEx Holding AB Annual Report 2012 Value-added services –Obtain address –Anti-fraud –Skinning Value-added services –Obtain address –Anti-fraud –Skinning –Subscription payment