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Precise Biometrics — Annual Report 2018
Mar 29, 2019
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Annual Report
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PRECISE BIOMETRICS ANNUAL REPORT 2018
CONVENIENT & SECURE IDENTITY VERIFICATION
This report contains prospective information based on Precise's current expectations. Even if company management considers expectations based on such prospective information to be reasonable, no guarantee can be given that these expectations will prove to be correct. Consequently, actual future results may vary significantly compared with what is set out in the prospective information, for reasons including changed conditions in respect of the economy, market and competition, changes in legal requirements and other political measures, exchange rate variations and other factors. The Annual Report is published in Swedish and English. The Swedish version is the original version and has been audited by Precise's auditors.
CONTENTS
| Important events during the year | 4 |
|---|---|
| This is Precise | 6 |
| The CEO's comments | 8 |
| Driving forces within the company's focus areas | 10 |
| Our business | 14 |
| A developmental workplace | 24 |
| Sustainability | 27 |
| Administration Report | 28 |
| Consolidated income statement & statement of | 38 |
| comprehensive income | |
| Consolidated balance sheet | 39 |
| Consolidated cash flow statement | 40 |
| Change in equity in the group | 41 |
| Notes, Group | 42 |
| Parent company's income statement & statement of | 63 |
| comprehensive income Parent company's balance sheet |
64 |
| Parent company's cash flow statement | 65 |
| Change in equity in the parent company | 66 |
| Notes, parent company | 67 |
| Assurance | 80 |
| Audit Report | 81 |
| Corporate Governance Report 2018 | 85 |
| Auditor's statement on the Corporate Governance Report | 91 |
| Financial glossary | 92 |
| Annual General Meeting | 93 |
| Financial calendar | 94 |
| The share and shareholders | 95 |
| Share capital development over the last ten years | 96 |
| Shareholder statistics | 98 |
THE YEAR IN BRIEF
Precise's net sales rose during the year as a consequence of more orders won in the market for sensors for mobile phones. Collaboration with a number of customers and business partners has been enhanced in the areas of both new sensor technologies and smart cards, including a collaboration with NXP. Stefan K Persson took up the position of CEO of Precise on August 1. During the fourth quarter Precise adopted a revised strategy, in which there will be an increased focus on products that unite different biometric modalities in order to secure the digital identity of people.
PRECISE IN FIGURES
- 67.6 NET SALES, SEK MILLION
- 85.2 GROSS MARGIN, %
- -11.2 EBITDA, SEK MILLION
- 71.4 WORKING CAPITAL, SEK MILLION
- 137.0 AVERAGE EQUITY, SEK MILLION
- 79.0 EQUITY-ASSETS RATIO, %
- 26.1 OPERATING CASH FLOW, SEK MILLION
THE COMPANY IN BRIEF
- Founded 1997
- Head office in Lund, Sweden
- Operations in Asia and the USA
- Listed on Nasdaq OMX Stockholm 2000
DID YOU KNOW THAT
- We have been working in the field of biometrics for more than 20 years
- Our products are used millions of times every day by people all over the world
NET SALES & GROSS MARGIN OPERATING PROFIT/LOSS OPERATING CASH FLOW
Gross margin
IMPORTANT EVENTS 2018
STEFAN K PERSSON TOOK UP THE POSITION OF CEO
A REVISED STRATEGY WAS ADOPTED IN WHICH THE COMPANY HAS DEVELOPED A PRODUCT FOR AUTHENTICATION THAT UNITES DIFFERENT BIOMETRIC MODALITIES
A REORGANIZATION OF THE BUSINESS WAS INITIATED IN ORDER TO ENABLE GROWTH IN NEW AREAS
AN OFFICE WAS OPENED IN SHANGHAI TO MAKE IT POSSIBLE TO OFFER LOCAL SUPPORT AND IMPROVED CUSTOMER SERVICE
PRECISE BIOMATCH® MOBILE WAS INTEGRATED INTO THE HUAWEI HONOR 10 WITH A SENSOR UNDER GLASS AND IN THE OPPO R17 WITH AN OPTICAL UNDER-DISPLAY SENSOR
PRECISE BIOMATCH® CARD WAS USED IN PILOT PROJECTS WITH BIOMETRIC PAYMENT CARDS IN THE USA
COLLABORATION WAS ENHANCED WITH NXP IN THE FIELD OF CONTACTLESS BIOMETRIC SMART CARDS
PRECISE BIOMATCH® EMBEDDED FOR SMART CARDS WAS INTRODUCED AS THE PRECISE BIOMATCH® CARD
THIS IS PRECISE
Precise simplifies everyday life for people by developing solutions for convenient and secure identification and verification of people's identity. In addition to software for fingerprint recognition in mobile phones and payment cards, the company offers a product for quick and secure verification of digital identity. The product unites different biometric technologies and is marketed to companies that want to simplify the everyday lives of their customers through simple and secure registration and authentication, and to enhance the user experience of their digital services. The company's products are used millions of times every day, all over the world.
As the use of smart devices such as mobile phones, vehicles, home electronics, watches and other accessories increases, demand is also growing for convenient and secure biometric technology. The rapid growth in fingerprint technology and facial recognition in smart devices is driving developments in new product areas towards broader systems of solutions in which different biometric modalities are united.
The company's product that combines different biometric modalities is being marketed to companies in sectors such as finance, betting, health care and transport. Precise's fingerprint software is sold to sensor manufacturers, security companies and systems integrators.
Precise has its head office in Lund, Sweden, and offices in Potsdam, USA, and Shanghai, China. The Board of Directors and management of Precise have extensive experience in the areas of IT, telecom and smart cards. The company was listed on Nasdaq OMX Stockholm in 2000.
THE CEO'S COMMENTS
Since taking up my position as CEO of Precise on August 1, 2018, I have observed a very interesting industry in a phase of expansion, one in which biometric solutions are being made increasingly available to the public through a number of applications. Together with the management team, I have spent a lot of time analyzing and evaluating strategic directions for the company.
In October, we presented an updated strategy in which the focus is on moving Precise higher up the value chain and closer to the end customer. As part of this updated strategy, we launched a new product, Precise YOUNiQ, which secures digital identity by combining different kinds of biometric data such as face, fingerprint, iris and voice together with geographical information. The product simplifies people's everyday lives in a revolutionary way by means of simple registration, smooth and secure authentication and unique personal adaptation of digital services.
Precise has for a long time been active primarily in the mobile market, where the company was a long way from the end customer and there was a high degree of volatility. Precise currently operates its business in three main business areas: digital identity, smart cards and mobile, and is also engaged in initiatives such as cars and door locks.
During the first half of 2019 we will be initiating pilot tests in the field of digital identity, which will involve conducting tests for Precise YOUNiQ together with customers up to and including the summer, before moving into a commercial phase during the second half of 2019. We do not, however, expect this to generate any significant revenues in 2019. The focus will be on preparing the product ahead of 2020.
In the field of smart cards we have a number of strong partnerships, including NXP and other partners and sensor suppliers, where we togheter supply a product that both improves convenience for the user while at the same time being the most secure solution for biometric payment cards. Contactless payments are currently permitted in Sweden only for amounts up to SEK 200 without verification; for higher amounts a PIN code is required for security reasons. The introduction of contactless payment cards with fingerprint sensors enables bigger purchases without a PIN code, improving convenience and security for both end user and card issuer. The retail sector also benefits, as biometric payment cards contribute to shorter lines and increased customer flows.
In the mobile business area, the trend towards having the fingerprint sensor over the entire display continues, and the first phone with this technology will probably be launched during the second half of 2019. This means that the user can be verified regardless of where the finger is placed on the display, which enhances the experience and the security of the phone. We continue to have strong collaboration in this area with actors such as Qualcomm and a number of sensor partners in China and Korea.
The reorganization of the business that was initiated towards the end of 2018 has resulted in a new office with a handful of employees opening in Shanghai, and the business in Sweden has been centralized at the head office in Lund. The new office in Shanghai will play an important role for the mobile business area, as the local presence is being reinforced in a key market.
The journey to move Precise closer to the end customer will be our primary focus from now on. We are convinced that the reorganization of the business will make a positive contribution to our development and financial results. With continued high volatility in the market for mobile devices, 2019 may be a challenging year from a financial perspective. Precise does, however, have a secure financial position, which makes the initiatives we have undertaken possible and which we are convinced will contribute to an improved financial result and cash flow in future years.
Stefan K Persson CEO
DRIVING FORCES WITHIN THE COMPANY'S PRODUCT AREAS
With the increased use of smart devices, biometric solutions are becoming increasingly available to the public. Biometric systems with fingerprint, facial, voice, behavioral and iris recognition enable a digital identity that makes day-today life more convenient and secure. These solutions meet the demand from users for simple, secure authentication while at the same time creating new opportunities to adapt services based on user behavior.
We have become used to using our smartphones with biometric solutions so that we can conveniently access more and more private and professional services. This is why mobile devices with integrated biometric solutions are on the way to becoming the natural means of personal identification. This trend does, however, place tough demands on secure authentication of the user's digital identity in order to minimize the risk of fraud.
SOLUTIONS THAT SECURE DIGITAL IDENTITY
Biometrics has been used for decades at border checkpoints and by police authorities, but it is only in recent years, with the launch of Touch-ID, that biometrics started to be used for personal authentication. Now most mobile devices have at least one biometric technology, and there is often a combination of fingerprint and face. This enhances convenience and enables users to choose the modality that suits the specific situation. Our devices are increasingly becoming personal authenticators. As such, it is becoming increasingly important to protect our digital identity. Using facial or fingerprint recognition, as we do today, is the first step towards more convenient and secure authentication. To execute payments and transactions in a secure way, at any time, using any application or service, we need new kinds of solutions that go beyond the ways we authenticate ourselves at present.
The next stage in the evolution of biometrics in mobile devices is solutions that combine different kinds of biometrics and smart technology in order to verify a person, with minimal or no action by the actual user. Such solutions will offer continuous authentication, where the user is being passively authenticated in the background, improving both user-friendliness and security.
As the use of smart devices such as mobile phones, vehicles, home electronics, watches and other accessories increases, demand is also growing for convenient and secure biometric technology. Being able to process biometric data through fingerprint, iris, face, behavior and geographical information enables authentication that is both convenient and secure.
These biometric solutions in which continuous user identification can be applied enhance the experience of products and services as well as enabling personal adaptation.
CONTINUING TECHNOLOGY SHIFT AND PRICE PRESSURE ON CAPACITIVE SENSORS DRIVES CHANGE IN MOBILE DEVICES
Demand for user-friendly design and phones with full-screen displays is driving the trend of under-display sensors. This trend has resulted in more sensor manufacturers having developed their product ranges and planning to extend their offerings to include optical sensors. A number of flagship phones were launched during 2018 from Huawei, Oppo, Vivo and Xiaomi, with optical sensors integrated under the display.
While this development is taking off, the next generation of under-display sensors is being tested, which makes it possible to read fingerprints on a larger part of the screen compared with current technology, which requires the finger to be placed on a specific point. This development is a natural step towards the goal of developing displays with inbuilt sensors that can read fingerprints over the whole screen, while also enabling continuous authentication and increasing user convenience. According to an analysis by IHS Markit, optical and ultrasound sensors are expected to increase and account for more than 100 million sensors in 2019, as well as a significant element of the value in the market for fingerprint sensors. This is because the average price of these sensors is much higher than for capacitive sensors.
Sales of capacitive sensors for phones in the lower price segment are rising, while unit prices continue to fall, which is also affecting the average price of fingerprint software. In total, the value of the market for capacitive sensors is falling, as prices are falling faster than the volume is rising.
The CEO's comments | 11 DRIVING FORCES WITHIN THE COMPANY'S FOCUS AREAS |
12 | The CEO's comments 12 | DRIVING FORCES WITHIN THE COMPANY'S FOCUS AREAS
BENEFITS OF BIOMETRIC PAYMENT CARDS
- • Enhance the user experience eliminate the need to key in and remember a PIN code
- • Eliminate the need for an amount limit for contactless payments
- • Use existing infrastructure
- • Contribute to reducing fraud
- • Contribute to shorter lines and increased customer flows
PAYMENT SOLUTIONS STILL THE STRONGEST DRIVING FORCE FOR BIOMETRICS
Biometrics has become an increasingly important tool in the battle against fraud in virtually all payment channels. Biometric solutions can be used to guarantee convenient and secure authentication, whether it involves cash withdrawn from an ATM, cards or mobile payments. Payments are the major driving force for the adoption of biometrics at the consumer level. At present around 575 million users are using biometrics for payments on a daily basis, a figure that is expected to rise to 1.2 billion users in 2020, according to the research firm Goode Intelligence.
Biometrics is used for the identification and authentication of payments world-wide, in a number of different kinds of solutions, such as:
- Payment in store using mobile or payment card
- E-commerce solutions
-
Mobile payments in apps
-
Withdrawing cash from ATMs
- Authentication of payments through voice recognition via the phone
- To support payments in growth areas such as:
- In-car payments
- Through smart home products
- Through wearables
The use of connected devices opens up opportunities for actors to constantly get into our lives; whether it is through the latest model of voice-controlled devices for smart homes or a connected car with biometric sensors to enable flexible payments at the gas station.
CONVENIENT & SECURE CONTACTLESS PAYMENTS WITH BIOMETRIC CARDS
According to analysts, biometric cards are one area that is expected to grow rapidly in the next few years. The first contact-based biometric payment cards are approaching their commercial launch. This will be a milestone in the develop-
ment of biometric payment solutions and is a step along the road to contactless biometric payment cards, which are expected to be the dominant solution in due course, as they provide a significantly better user experience. The first contactless biometric payment cards are expected to be launched in small volumes in 2019.
Card manufacturers are focusing increasingly on the certification of contactless biometric payment cards, which is a precondition for card issuers to be able to achieve a broad launch on the market. The first specification of requirements for contactless biometric payment cards from MasterCard came at the end of 2018, which makes commercial launches possible.
An analysis by Goode Intelligence from October 2018 estimates that there will be 579 million biometric payment cards in use in 2023. According to the research firm, this market trend is being driven by a number of factors: demand for simple authentication of payments, a desire to reduce card fraud, and regulation and standardization.
WHAT IS BIOMETRICS?
The word biometrics comes from the Greek words bi'os (life) and me'tron (measure). The Biometrics Research Group defines biometrics as measurable physical and behavioral properties that make it possible to authenticate an individual person's identity. Biometrics is used as a collective term for the technologies used to measure a person's unique characteristics and thus authenticate his or her identity.
BIOMETRIC TECHNOLOGIES
Biometrics involves measuring either an individual's personal attributes (e.g., fingerprint, iris) or something they do (e.g., movement patterns, speech). Biometric technologies are automatic systems set up in order to: (1) collect biometric information (e.g., fingerprints) from a person; (2) extract information from the material for a template; (3) compare information from templates saved previously; (4) determine whether the biometric information is identical. Biometric technologies therefore consist of both hardware (e.g., fingerprint sensor), which can physically read the biometric information, and software, which together with the hardware gathers biometric information in order to extract, compare and match the information.
USER EXPERIENCE
The key to the user experience of a biometric solution is that it works to the highest possible level of security (accuracy) and that it achieves the highest possible speed for processing the information so that the individual can be authenticated. This means that the time from the point when a person's unique physical characteristics start to be read until the person is either given access or rejected must be as short as possible.
FAR/FRR
The terms FAR (False Acceptance Rate) and FRR (False Rejection Rate) are used to describe the security of a solution. These terms have a symbiotic relationship with one another and are determined by the limits in the software. A low FAR means a more secure solution (no unauthorized persons are allowed in), but it can result in a high FRR (more authorized persons are denied). A high-quality biometric system with a good user experience provides rapid authentication and has a high level of accuracy (low FAR and FRR values). A four-digit PIN code corresponds to a security level of 1/10,000, which means that one person in 10,000 gains unauthorized access. This can be compared with the high level of security commonly used for fingerprint technology in modern mobile phones, where one user in 50,000 gains unauthorized access. This level of security is even higher in certain phones.
ACTIVITIES
CONVENIENT AND SECURE IDENTITY AUTHENTICATION FOR EVERYONE, EVERYWHERE
Precise's vision of enabling convenient and secure authentication of people's identity for everyone, everywhere, is more relevant now than ever. We are drowning in services that require user names and passwords in order to gain access to them. The registration process is often complicated and we compromise security when we make our passwords easy to remember. By combining different biometric technologies to verify our identity, we can create the optimal balance between convenience and security. It is also possible to identify the user, offer continuous and passive authentication, as well as unique personal adaptation, which makes everyday life easier for people and enhances the user experience of products and services.
BUSINESS CONCEPT
Precise's business concept is to work together with strong partners to offer biometric authentication of people's identities, which enables convenient and secure access to services, personal adaptation and secure transactions.
BUSINESS MODEL
Precise develops and sells biometric authentication solutions. The company's revenues are based on three sources: licensing revenues for the right to use the company's technology, royalties per product sold using the company's software and support. DIGITAL
Business model - Smart Cards & Mobile
MISSION
WE PROVIDE CONVENIENT & SECURE AUTHENTICATION OF DIGITAL IDENTITY, ENABLING ACCESS TO SYSTEMS, INFORMATION & RESOURCES
VISION
CONVENIENT & SECURE AUTHENTICATION OF IDENTITY FOR EVERYONE, EVERYWHERE
GROWTH STRATEGY
Precise has identified three areas on which the company is focusing in order to create growth.
Digital identity
With the increased use of smart devices, demand is rising for convenient and secure authentication. Being able to import biometric data through fingerprint, iris, face and behavior combined with geographical information enables not only identification of the user but also registration and authentication of digital identity that is both convenient and secure. Precise has developed a product that secures people's digital identity by combining different biometric technologies, and also makes it possible for the user to be continuously authenticated when using digital applications, which enhances the user experience. It also increases customer awareness (KYC) for those offering digital services and can, among other things, prevent fraud and money laundering. The product is aimed at sectors such as finance, betting, health care and transport.
Fingerprint software for smart cards
The market for biometric payment cards is expected to take off during 2019. These cards reduce fraud and improve the convenience of contactless payments for the card holder. The retail sector also benefits, as biometric payment cards contribute to shorter lines and increased customer flows. Precise aims to secure a leading market position in this area.
Fingerprint software for mobile phones
More and more mobile phones are equipped with optical or ultrasound sensors that are integrated beneath the display. Demand for these sensors is growing rapidly and is expected to continue to increase over the next few years. The company will strive to achieve a leading market position in this rapidly expanding area.
PRODUCT PORTFOLIO
Precise develops and sells biometric authentication solutions for convenient and secure authentication of people's identity.
Within the framework of the company's new strategy, the company is developing a product for authentication that unites different biometric technologies. The product protects the digital identity of individuals, and enables a secure registration and unique personal adaptation of services online.
The company offers the following products:
Precise YOUNiQ™, Precise BioMatch® Card and Precise BioMatch® Mobile, and is active in a number of selected initiatives such as cars and door locks.
The company works actively and strategically with patents, pattern protection and trade marks in order to guarantee the rights to its own technology, to create commercial value and to increase the company's competitive strength. The company's current products and solutions are protected by a comprehensive portfolio of patents, trade marks and registered patterns.
HOW THE PRODUCTS WORK
IDENTIFICATION OF DIGITAL IDENTITY WHEN REGISTERING FOR THE SERVICE
VERIFICATION OF DIGITAL IDENTITY WHEN LOGGING INTO THE SERVICE
1. Take picture of driver's license 2. Verify data 3. Take a selfie 1. Select application 2. Take a selfie
WORLD-LEADING RESEARCH AND DEVELOPMENT
Precise has a world-leading team in the area of research and development. With more than 20 years' experience of developing algorithm solutions for mobile phones and smart cards, the company has expertise that few can match in the industry.
With its broad competence in the field of biometrics, it was natural for the company to take the step to develop a product for authentication that secures people's digital identity. The solution is based on a system that unites different biometric technologies, from different biometrics partners, which are integrated into customers' digital applications.
The company is leading the technological development of fingerprint software and is working above all to develop enhanced algorithm solutions for emerging sensor technologies such as optical or ultrasound sensors.
The company's development work also focuses on solutions for biometric payment cards, as well as Precise BioLive, the company's software for anti-spoofing and liveness detection.
MARKET POSITION
Digital identity
Precise is convinced that biometrics is the key to secure and fast verification of users' digital identity. This is why the company has chosen to expand its business with a product that unites different biometric technologies in order to secure people's digital identity and to simplify their everyday lives through easy and secure registration and authentication for digital services. Combining biometric data such as fingerprint/face with data about how you use your device and where you are achieves a totally new level of security. This opens up possibilities for continuous authentication in which the user does not need to do anything actively to authenticate himself/herself, and provides an opportunity to personalize the service on the basis of biometrics and user behavior. Tests of the company's new offering in this area will be starting in 2019 in the finance, betting, health care and transport sectors, but this is not expected to have any significant financial impact during 2019.
Smart cards
During the year, the company extended its collaboration with NXP in the field of contactless biometric smart cards and presented the Precise BioMatch Card, which was previously part of the company's Precise BioMatch Embedded product. The Precise BioMatch Card enables authentication and storage of the user's fingerprint template in a secure chip on the card where the payment application is run, in the same way as PIN codes are processed at present, which provides the best protection of the user's identity. The company's solution is unique, and is based on 20 years' experience, making the company one of the leading actors in the market for biometric payment cards. Contactless biometric payment cards provide a significantly better user experience compared with contact-based cards, and they are therefore expected to become the dominant solution. We are expecting modest initial volumes in the field of smart cards during the second half of 2019, with volumes increasing during 2020 and 2021.
Mobile
Precise has a strong position in the segment for optical and ultrasound sensors, and the company collaborates with several customers who offer such sensors. 2018 saw the launch of several flagship phones from Huawei, Oppo, Vivo and Xiaomi, in which optical sensors are integrated under the display, two of them being Huawei Honor 10 and Oppo R17, which use Precise's software.
Capacitive sensors have developed to become a volume market for low-price phones, where the total value of the market has decreased, as prices have fallen more quickly than volume has increased. The company has an ambition to continue to operate in this segment and to win market shares through partnerships with suppliers of capacitive sensors.
In 2018, the company made a decision to open a development office in Shanghai, so that it can offer better local support and customize solutions for the company's customers in the Asian market.
PRECISE BIOMATCH® MOBILE IN HUAWEI HONOR 10 WITH ULTRASOUND SENSOR
In spring 2018, Huawei launched the Honor 10 with a groundbreaking under-display ultrasound sensor from Qualcomm Technologies and Precise's fingerprint software, Precise BioMatch Mobile.
New sensor technologies, such as ultrasound and optical sensors, are increasingly being used in flagship phones, as they offer simple and more secure authentication of identity. In contrast to capacitive sensors, these sensors can read through the display and glass. This makes it possible to use full-screen displays on smartphones, which provides a better user experience.
The cost of optical sensors and ultrasound sensors has no direct correlation with their size, as is the case with capacitive sensors, which makes it possible to use bigger sensors. A bigger sensor detects more fingerprint data, which provides better biometric performance and thereby a better user experience of the fingerprint technology. Bigger sensors also offer an opportunity for simultaneous authentication of two or more fingers, which makes the authentication processes even more secure. Capacitive sensors also require a cutout in the glass, which is expensive. Placing an ultrasound sensor or an optical sensor under the glass means there is no need for a cutout for the sensor, and production costs can be reduced without compromising on performance.
There are many benefits from using ultrasound and optical fingerprint sensors, but one of the difficulties with these new sensor technologies is that the images they produce are often not as clear as those from capacitive sensors. Our powerful Precise BioMatch Mobile software optimizes the images and secures good performance. The software offers the same low rate of false rejections and false approvals that is normally achieved with traditional capacitive sensors.
Huawei chose a solution with our leading fingerprint software in their Honor 10 in order to guarantee convenient and secure fingerprint authentication with an under-glass ultrasound sensor. Our fingerprint software has been developed by world-leading engineers with 20 years' experience in the field of biometrics. The company's technology is used millions of times every day all over the world.
A DEVELOPMENTAL WORKPLACE
Precise aims to be an attractive workplace where creative people are happy, inspired and develop. We therefore have a culture that values initiative and employees' ambitions, and allows scope for personal development. The engagement, competence and loyalty of our employees, combined with our common core values, are decisive so that Precise will continue to be the market leader. We conduct a dialog about the company's objectives in order to create drive and strengthen the community. Our employees' creativity and constant desire to develop are valued highly and constitute an important success factor. All employees are proud of the fact that the company's products and solutions are used hundreds of millions of times every day. Precise has five core values, which are deeply embedded in employees and represent the foundation on which the company is governed:
OPENNESS: We are open, honest and responsive.
INNOVATION: We seek, strive and work together to create innovative ideas that meet our customers' needs.
RELIABILITY: We assume responsibility and keep our promises.
QUALITY: Our deliveries are well-considered, carefully designed and of the highest quality.
The company works actively to attract and retain employees with the right competence. Precise encourages CPD and offers benefits such as an occupational health care plan, result-based variable pay and an option plan. Many employees have worked for the company for a long time and have extensive experience developing and selling solutions featuring fingerprint technology.
ONE DAY AT PRECISE
IN BRIEF Name: Mineta Hodzic Age: 30 Working at Precise since: 2014
Works as: Senior Marketing Manager
Leisure interests: I am very interested in design, both graphic design and interior design. I also enjoy cooking and eating food, exercising and spending time with friends and family.
What's the best thing about your job?
There are lots great things about it, above all it's a very varied job, which I like. It involves strategic planning, production and carrying out activities. It's a fairly broad role, and I enjoy being the coordinator and working with all parts of the organization. It's also really great to support business development work.
What is the biggest challenge in your role as Marketing Manager?
Making something that's technical, and often fairly rigid, into something human and attractive with a focus on people. That's something we work with. It's a big challenge and it's lots of fun!
Then it's always challenging to prioritize. There's so much to do, so it's all about choosing whatever has the most effect.
What are you looking forward to most in 2019?
The launch of our new product for biometric authentication. We've been working hard on it over the last year, and the response from the market so far has been amazing. There's a need to secure our digital identity, and biometrics is the ultimate solution, as it's both simple and secure. I'm looking forward to continuing to work with the product and take it to market.
What attracted you to the role of CTO at Precise?
There were two factors in particular. Firstly, the time is absolutely right for biometrics now. The technology has been around for a long time, but it's only now that the cost level has come down to a level that enables the solutions to be made available to the mass market. The need for biometrics is becoming increasingly important, as everything we do takes place through digital channels. As the sharing economy grows, it's becoming increasingly important to have secure solutions that are linked to our identity.
Secondly, we're a small company, which is an interesting challenge. Making use of new opportunities in the field of biometrics creates tremendous flexibility.
What are your main tasks?
To develop our business and set up a structure that makes it possible to deliver a good solution. We're developing a product in which we, together with partners, secure people's digital identity with the aid of biometrics. With more than 20 years' experience in the field of biometrics, we have broad knowledge of fingerprint technology, and in other areas too. We must use that experience to specify requirements with partners who develop the technology for our system solution.
Another important task is to work together with R&D to define our road map and long-term direction, and at a strategic level to improve our work method to make it more flexible and efficient by using the latest methodologies and tools. It's also important to continue to develop our partnerships with higher education institutions, where we operate locally to include more biometric areas.
IN BRIEF
Name: Tom Søberg
Age: 50
Working at Precise since: 2019
Works as: Chief Technology Officer (CTO)
Leisure interests: We live on a farm with horses and sheep; when I have any spare time I do woodwork or go riding. I like to keep moving, so I do a lot of running, and in the winter I go telemark skiing.
SUSTAINABILITY
Sustainability is an important element of Precise's business and shall promote social and environmentally aware responsibility. The company focuses on the areas where our business is considered to have the greatest impact:
- • WORKING ENVIRONMENT
- • EQUAL TREATMENT IN ALL RELATIONSHIPS
- • BUSINESS ETHICS
- • ENVIRONMENT
The company's sustainability policy acts as a guiding principle for the company's actions when more short-term, operational decisions have to be made, and also for long-term, strategic development. Precise evaluates the company's efforts in this area on an ongoing basis in order to further integrate sustainability into the company's development.
WORKING ENVIRONMENT
Precise is a knowledge-based company that depends on the desire and ambition of our employees to continuously push the limits of technology. The company works actively to create a working environment that gives employees the right conditions in which to develop. A stimulating, secure working environment is created by means of openness, creating an understanding of the company's objectives, responsibility to the individual, training and salary benefits. Precise's systematic work environment management prevents ill health and promotes a good working environment. All forms of discrimination are unacceptable and it must be equally easy for all employees to pursue a career, regardless of background and gender.
EQUAL TREATMENT IN ALL RELATIONSHIPS
Precise is developing to become an increasingly international company with increased diversity. Different backgrounds and experiences are important for the company's development, and Precise does not accept any form of discrimination against employees in connection with employment or duties at work on the basis of gender, religion, age, physical ability, sexual orientation, nationality, political opinion or social or ethnic origin. The company's long-term objective for equality is that there shall be no differences in the company with regard to professional roles and levels of compensation that can be related to gender affiliation. Furthermore, all employees shall perceive that they have an equal situation regardless of gender in their day-to-day work and in respect of the impact of work on their private and family life. The company also has an ambition to promote a more even gender balance and to achieve a situation in which the numbers of company employees are more evenly distributed in respect of gender within all units.
CODE OF CONDUCT AND BUSINESS ETHICS
The company's Code of Conduct emphasizes the fundamental ethical principles that Precise observes when conducting its business operations, and supports the company's employees and consultants in their relations with business partners and other stakeholders. The Code of Conduct includes, among other things, guidelines, values and rules on ethical business, relationships with employees, customers and suppliers, and information to shareholders. All employees are expected to support and uphold the company's values and responsibilities. The company's employees, business partners and other stakeholders have the opportunity to report any possible serious or sensitive irregularities or improper conduct that could have a detrimental effect on the company's business operations or stakeholders through what is known as a whistleblowing procedure.
ENVIRONMENTAL IMPACT
Precise strives to select efficient, sustainable alternatives in order to reduce the company's impact on the environment. The company develops and sells biometric authentication products, which in itself has little impact on the environment. Precise strives to choose environmentally-friendly IT infrastructure and deliver software solutions as downloadable files, which involves minimal environmental impact in connection with delivery and distribution. Precise is growing to become an increasingly international company with operations in a number of countries in Europe, North America and Asia. As air travel accounts for a large proportion of the company's climate impact, the use of videoconferencing is encouraged in order to minimize the number of trips. In 2018, more than one thousand video meetings were held, of which approximately five per cent replaced physical travel. This represents emissions savings equivalent to about 50 round trip flights to Beijing. As the company has now opened an office in Shanghai to offer local support and service to customers, the number of flights to China will be reduced significantly. The company operates in premises that have environmental certification in accordance with LEED Gold. LEED is an international certification system that assesses the environmental impact from five aspects: the location of the premises, water-saving, energy consumption, internal environment, and material and resource consumption. Precise evaluates procedures and work methods on an ongoing basis in order to identify more effective methods that reduce the company's environmental impact.
ADMINISTRATION REPORT
The Board of Directors and the CEO of Precise Biometrics (publ), CIN 556545-6596, with headquarters in Lund Municipality, Sweden, hereby submit their Annual Report and consolidated financial statements for the fiscal year 2018.
ACTIVITIES
Precise Biometrics develops and sells biometric authentication solutions for the convenient, secure verification of people's digital identity and the verification of fingerprints in mobile phones and smart cards. The company offers the following products:
- Precise YOUNiQ™
- Precise BioMatch® Card
- Precise BioMatch® Mobile
In addition to the areas listed above, Precise is active in a number of selected initiatives such as cars and door locks.
IMPORTANT EVENTS DURING AND SINCE THE END OF THE FISCAL YEAR
- Stefan K Persson took up the position of CEO
- A revised strategy was adopted in which the company has developed authentication solutions that unite different biometric modalities for different sectors such as finance, betting, health care and transport.
- A reorganization of the business was initiated in order to enable growth in new areas
- An office was opened in Shanghai to make it possible to offer local support and to improve customer service
- Precise BioMatch® Mobile was integrated into the Huawei Honor 10 with a sensor beneath the display and in the Oppo R17 with an optical under-display sensor
- Precise BioMatch® Card was used in pilot projects with biometric payment cards in the USA
- Collaboration was enhanced with NXP in the field of contactless biometric smart cards
- Precise BioMatch® Embedded for smart cards was introduced as the Precise BioMatch® Card
SALES AND EARNINGS FOR THE REMAINING OPERATION
As a consequence of the fact that the Mobile Smart Card Solutions business area (Tactivo) has been classified as a business held for sale, previously reported figures have been converted in order to improve comparability. In order to obtain comparable historical data, previously reported figures have only been adjusted for the expenses relating directly to the discontinued business area, which will no longer affect the company's remaining operation. The resources that were previously allocated to the Mobile Smart Card Solutions business area (Tactivo) will be transferred to the remaining operation no later than in connection with the disposal and have therefore not been included in the business held for sale. This reinforcement of resources is taking place in order to meet the market's demand for increasingly advanced solutions in the field of Fingerprint Technology.
The discontinued operation's impact on cash flow has not been reported separately, as the company does not consider it possible to report the discontinued operation's impact on cash flow. Cash flow is instead reported for the total operation. Unless otherwise specified, reported figures relate to the remaining operation.
Net sales during the full-year period increased to SEK 67.6 million (61.0) and were driven primarily by increased royalty and licensing revenues.
The gross margin in the full-year period was 85.2% (93.3%), representing a gross profit of SEK 57.6 million (56.9). The gross profit was charged with the amortization of capitalized development expenses and acquired intangible assets. A change was made during 2018 in the assessment of the amortization period for capitalized development expenses, which resulted in increased amortization of SEK 2.6 million and an impairment of one project of SEK 0.9 million. This changed assessment had a negative impact on the gross margin of 3.9 percentage points.
Operating expenses increased to SEK 77.6 million (70.9). Of these, selling and administrative expenses accounted for SEK 43.2 million (43.8) and R&D expenses for SEK 33.5 million (25.3). Operating expenses include provisions for the total reorganization of SEK 5.4 million, which is charged to the line for R&D. The provisions for the reorganization have no impact on cash flow during 2018. Adjusted for expenses relating to the reorganization, the increase is SEK 1.4 million, which is explained by increased personnel resources to meet our customers' demands for both existing and new sensor technologies, investments in the company's technology for new areas of application and increased local support resources close to our customers.
The operating profit/loss amounted to SEK -20.0 million (-13.9) as a consequence of lower net sales and increased operating expenses. The profit/loss at EBITDA level for the full year 2018 amounted to SEK -11.2 million (-10.4). Financial income and expenses for the year amounted to SEK -0.6 million (-1.7). Earnings for the year amounted to SEK -22.2 million (-22.7) and include an adjustment of the deferred tax asset of SEK -0.4 million (-6.6). The change in the year is a consequence of the decision to change corporation tax.
INVESTMENTS IN FIXED ASSETS
The group invested SEK 0.4 million (0.7) during the year in fixed assets. Depreciation of fixed assets during the year amounted to SEK 0.4 million (0.3).
INVESTMENTS IN INTANGIBLE ASSETS
The group invested SEK 0.0 million (0.4) during the year in intangible assets. In 2017, acquired intangible assets amounted to SEK 7.8 million, which arose in connection with the acquisition of NexID Biometrics Inc., see Note 21 in the notes for the group. Amortization of intangible assets amounted to SEK 0.8 million (0.7).
CAPITALIZATION AND AMORTIZATION OF DEVELOPMENT WORK
Development expenses of SEK 11.0 million (8.5) were capitalized during the year. Amortization of capitalized development expenses amounted to SEK 6.5 million (2.5) during the year, and this is recorded in the Cost of Goods Sold. The change in the amortization period for capitalized development expenses had a negative impact on the gross margin of 3.9 percentage points. There is a comment about the new assessment of the amortization period under Note 1.
FINANCIAL POSITION AND LIQUIDITY – TOTAL OPERATION
Cash flow from operations amounted to SEK -26.1 million (22.8). An advance payment of SEK 17.5 million had a positive impact on cash flow in 2017.
Cash & cash equivalents at the year-end amounted to SEK 79.5 million (117.0).
As of December 31, 2018, equity amounted to SEK 125.5 million (145.8) and equity per share to SEK 0.35 (0.40).
During 2017, the purchase price for the acquisition of NexID Biometrics Inc. was paid in cash in the amount of SEK 31.4 million. The acquisition was structured as an acquisition of assets and liabilities. For additional information, see Note 21 in the notes for the group.
FIVE-YEAR SUMMARY
The Five-Year Summary, which is part of the administration report, appears on pages 34-36 in order to better illustrate financial development.
THE SHARE AND THE SHAREHOLDERS
At the year-end, Precise Biometrics' share capital was SEK 10,806,944, distributed among 360,231,467 shares listed on Nasdaq Stockholm's Small Cap list, Industrial Goods & Services Sector. A standard trading unit is one share. The quote value of the share is SEK 0.03.
Share price development
In 2018 there was a total turnover of 287,826,904 PREC shares, i.e., an average turnover of 1,151,308 shares per day of trading. The closing price on December 28, 2018 was SEK 1.24. During the year the share price fluctuated from SEK 0.99 to 2.08.
Ownership
The number of shareholders at the end of the year was 21,691 (24,268). The proportion of foreign owners was 12.2% (12.3). No shareholder in the company holds shares, directly or indirectly, that represent at least one tenth of the voting rights for all shares.
Transferability of shares
There are no limits to the transferability of the shares. Nor are there any agreements known to the company between shareholders that can involve limitations to the right to transfer shares.
Warrants
At the AGM in 2017, a decision was made to offer an incentive program for the company's employees to the effect that a maximum of five million (5,000,000) stock options could be issued, with each stock option providing entitlement to subscribe to one (1) share in the company. Subscription to the stock options was to take place no later than December 31, 2017. Subscription through the exercising of stock options may take place during the period June 1, 2020 until June 30, 2020. The subscription price for the options was set at SEK 0.06 and the subscription price for the shares at SEK 5.40 in accordance with the market valuation, which took place based on the Black & Scholes valuation model. At the end of 2018, 1,630,000 options had been subscribed, representing 33% of the total stock option; this was after 1,600,000 options had been bought back from employees who had ended their employment. Assuming that all stock options are exercised to subscribe to new shares, the number of shares in the company will increase by 1,630,000 shares. As the profit figures for 2018 and 2017 are negative, outstanding warrants have no dilution effect.
See also Note 17 under notes for the parent company and the section entitled The share and shareholders for further information.
PATENTS
The company's overall patent strategy has the objective of securing the rights to our own technology and products in selected markets, creating value for future business, and enhancing the company's competitiveness. The patent portfolio at the end of 2018 includes 78 (75) registered patents in selected markets and 23 (21) patent applications within 28 (27) different patent families.
Two of the patents reported previously relate to Tactivo and were transferred to IDENTOS GmbH in connection with the transfer of the Mobile Smart Card Solutions business area (Tactivo).
TRADE MARKS
Precise YOUNiQ™ – Applied for registration in the EU
Precise BioMatch® Card – The trade mark is registered in the EU, the US and China.
Precise BioMatch® Mobile - The trade mark is registered in the EU, the US and China.
Precise BioMatch® Embedded - The trade mark is registered in the EU, the US and China.
In addition to the areas listed above, Precise has registered the following trade marks:
Precise Biometrics - Registered as both an image and word mark in several countries.
Precise Match-on-Card - The trade mark is registered in the EU. Precise BioLive™ - Registered as a trade mark in the EU.
RESEARCH AND DEVELOPMENT (R&D)
Research at Precise is of fundamental importance for the company and is important in order to maintain competitiveness in an industry that is continuously developing. The company has a world-leading team in the area of research and development. With more than 20 years' experience of developing algorithm solutions for mobile phones and smart cards, the company has expertise that few can match in the industry. Precise's research and development department works with the development of existing products and patents, and to develop new solutions.
ORGANIZATION AND STAFF
Towards the end of 2018 a reorganization was undertaken, which involved the establishment of an office in Shanghai and the centralization of research & development resources in Sweden to Lund. The organization consists of a head office in Lund, Sweden and offices in Karlstad, Sweden and Potsdam, USA. Work started during the fourth quarter on the establishment of an office in Shanghai and the closure of the office in Karlstad. At the end of the interim period the group had a workforce of 38 (47) people, including on-site consultants. The number of employees was 27 (35), of which 22 (30) were in Sweden. Precise works in an agile way together with several partners, creating a fast-moving, scalable organization. The number of employees does not include partners.
CORPORATE GOVERNANCE
The company has chosen to produce a Corporate Governance Report that is separate from the Administration Report. For further information, see the section entitled Corporate Governance Report, pages 85-91.
GUIDELINES FOR REMUNERATION TO LEADING EXECUTIVES
A decision was made at the Annual General Meeting in 2018 on the establishment of guidelines for remuneration to leading executives, with the effect that remuneration and terms of employment shall be in line with the market and competitive, and there will be a predetermined cap on remuneration. The variable salary will not exceed 75 per cent of the fixed annual salary for the CEO and 50 per cent for other executives. Remuneration will also be provided in the form of options or other share-related incentive plans.
The president is subject to a mutual period of notice of 6 months and the other executives to a period of notice of 3-6 months. Severance pay for the CEO may not exceed 6 months' salary if employment is terminated at the initiative of the company. Other executives are not entitled to severance pay.
The retirement age is 65, and pension premiums are calculated on a scale based on age and salary, and may amount to a maximum of 25 per cent of the fixed salary. The guidelines laid down by the AGM correspond with those for the previous year.
THE BOARD'S PROPOSAL ON GUIDELINES FOR REMUNERATION TO LEADING EXECUTIVES
The board proposes that the AGM 2019 make a decision on guidelines for remuneration to leading executives that corresponds with the guidelines decided by the AGM 2018.
For additional information, please refer to Note 5, page 50 in the notes for the group.
CHANGE OF CONTROL CLAUSE
The company is not a party to any agreement that takes effect or is amended or ceases to be valid if control over the company is changed as a consequence of a public takeover bid.
SUSTAINABILITY AND ENVIRONMENT
Sustainability is an important part of Precise Biometrics' business. The company focuses on the areas where our business is considered to have the greatest impact: Working Environment, Equal Treatment in All Relationships, Business Ethics and Environment.
Precise Biometrics works continuously to create a workplace that prevents any unhealthy impact on the health and well-being of employees. Different backgrounds and experiences are important for the company's development, and Precise Biometrics does not accept any form of discrimination against employees in connection with employment or duties at work on the basis of gender, religion, age, physical ability, sexual orientation, nationality, political opinion or social or ethnic origin. The company's Code of Conduct emphasizes the fundamental ethical principles that Precise Biometrics observes when conducting its business operations, and supports the company's employees and consultants in their relations with business partners and other stakeholders. The Code of Conduct includes, among other things, guidelines, values and rules on ethical business, relationships with employees, customers and suppliers, and information to shareholders. Precise Biometrics strives to select efficient, sustainable alternatives in order to reduce the company's impact on the environment. The company develops and sells fingerprint software, which in itself has little impact on the environment. Precise Biometrics strives to choose environmentally-friendly IT infrastructure and deliver software solutions as downloadable files, which involves minimal environmental impact in connection with delivery and distribution.
SIGNIFICANT RISKS AND UNCERTAINTIES
The following specification of risk factors does not claim to be complete, nor are the risks ranked in their order of importance.
ACQUISITIONS
There were no acquisitions in 2018. NexID Biometrics Inc. was acquired during 2017 and an acquisition calculation was prepared. Risk associated with the acquisition is primarily if sales and earnings in the future do not develop as planned, in which case there may be a need to write down intangible assets.
DISPOSAL OF BUSINESS AREA
The risk associated with the disposal of the Mobile Smart Card Solutions business area (Tactivo) is if expected commission revenues, which are posted as a receivable in the balance sheet, are not received, in which case there may be a write-down requirement. Otherwise there were no events of significant importance during the year that would affect or change these descriptions of the group's or the parent company's risks and how they are managed.
RISKS RELATED TO OPERATIONS
Technological development
The market in which the company operates is subject to rapid changes. New technology and new players are constantly emerging. The Company's technology must therefore to a large extent be accepted by the leading players in the market, both by suppliers and customers. The market must be mature enough to understand and accept the new technology supplied by the company.
Market development
As the market in which the company operates grows and the number of players increases, there is a risk that alternative technologies will be developed and that the price of comparable products will thereby be reduced. This can mean that major investments in marketing and sales may be required to achieve the expected sales volumes. There is also competition in the field of biometric authentication solutions, which may affect the company's opportunities to become established in this area.
Staff
There are a number of key persons in Precise Biometrics who are important for operations, especially in research and development, where they possess unique competence. If one or more of these key persons should leave the company it could, in the short term, have a negative impact on the business. There is also a risk that the recruitment of new staff for these positions could take time and result in additional costs for the company.
Partners
The company cooperates with several partners. They include smart card manufacturers, chip manufacturers and suppliers of applications. The company relies on these partnerships so it can offer end customers complete security solutions. There is a risk of closure for one or more of these partnerships, or that they fail to achieve the expected results, which would lead to a loss in expected future revenues.
Patents and industrial and intellectual property rights
It is important for the company to protect its technology and products through patents or other industrial and intellectual property rights in order to create opportunities for future revenues. The company therefore pursues an active patent strategy, which involves applying for patents for strategically important inventions in selected countries. Nevertheless, it cannot be guaranteed that the company will obtain patents in the countries where it has made applications, or that patents will not be declared invalid. There is also a risk that the company's patents will be circumvented (known as a design around) or that the company's technology will be used in countries where the company has no patent protection. The company cannot guarantee that its products will not be considered to infringe on other granted patents or other intellectual property rights, and if such is the case the company's business, profits, opportunities to deliver products and financial position may be negatively affected.
Competitors
The company is active in the market for biometrics. The competition in this market is severe. Competing companies can have substantially larger financial and industrial resources at their disposal than the company, and it cannot be ruled out that competition from players like this will lead to diminished market shares and/or a reduction in Precise Biometrics' profitability.
Sales
The biometrics market is still at an early stage. Judgments and decisions in a rapidly developing industry are made with reservation for several uncertainty factors. There is a dependency on partners and the development of competitors, as well as the market's acceptance of biometrics. Another important factor is the development rate and penetration of the services in which biometric solutions will be used, which leads to difficulties in predicting the future development of the business. The development of the company depends on the continued expansion of the market for biometrics. A delay in the penetration of more applications and markets will affect sales and profits. For the Fingerprint Technology business area, there are risks involved in the fact that Precise Biometrics has been dependent on a small number of hardware partners for its sales. These risks are reduced by having more customers and a platform-independent product portfolio.
Forecasting uncertainty
The company operates in a rapidly changing market. Revenues have largely consisted of royalties based on customer utilization. The products for smart cards and mobile phones are characterized by long selling-in processes. Earlier or later submissions of orders can have a significant effect on sales and profits. These factors make forecasting very difficult.
FINANCIAL RISKS
The company is exposed to various financial risks, which are managed in accordance with policies adopted by the board. The company is mainly exposed to capital risk, currency risk and credit risk. There is no guarantee that new capital can be acquired if the need should arise, or that such capital can be acquired on favorable terms. The currency risk to which the company is exposed arises primarily from the fact that the company's expenses are primarily in Swedish kronor (SEK), while a significant part of revenues are generated in foreign currency, mainly USD. The company works on the basis of a policy that aims to minimize currency exposure in the business by means of hedging USD. The company has guidelines on issuing credit to its customers. The company works continuously to minimize the period for which the company currently has capital tied up, particularly in accounts receivable.
FUTURE PROSPECTS
The company's vision is more relevant now than ever. We are drowning in services that require user names and passwords in order to gain access to them. So we make our passwords easy to remember and use the same or similar passwords for several services. Passwords are easy to remember, but that is neither particularly secure nor convenient. Precise Biometrics' vision is to enable convenient and secure identity authentication for everyone, everywhere.
Precise Biometrics has identified three main areas on which the company is focusing.
Digital identity
With the increased use of smart devices, biometric solutions are becoming increasingly available to the public. Precise Biometrics shall offer authentication solutions that make everyday life simpler and more secure, by uniting different biometric modalities in sectors such as banking, betting, health care and transport. During the first half of 2019, pilot tests will be initiated in the field of digital identity, which will involve conducting tests together with customers up to and including the summer, before moving into a commercial phase during the second half of 2019. We do not, however, expect this to generate any significant revenues in 2019. The focus will be on preparing the product ahead of 2020.
Fingerprint software for smart cards
Contactless payments are currently permitted only for amounts up to SEK 200 without verification; for higher amounts a PIN code is required for security reasons. The introduction of contactless payment cards with fingerprint sensors will increase the security of contactless payments and enable bigger purchases without a PIN code, improving convenience and security for both end user and card issuer. We are expecting modest initial volumes in the field of smart cards during the second half of 2019, with volumes increasing during 2020 and 2021.
Fingerprint software for mobile phones
The journey towards placing the fingerprint sensor over the entire display is continuing, and the first phone with this technology will probably be launched during the second half of 2019. This means that the user can be verified regardless of where the finger is placed on the display, which enhances the experience and the security of the phone. The company aims to secure a leading market position in this rapidly expanding area. The company also aims to win market shares within the currently dominant technology of capacitive sensors.
PARENT COMPANY - TOTAL OPERATION
Parent company sales for the fiscal year amounted to SEK 66.9 million (68.7). Earnings before tax for the fiscal year amounted to SEK -20.8 million (-12.5). Earnings for the period include an adjustment of the deferred tax asset of SEK 0.4 million (-6.6). The acquisition of NexID Biometrics Inc. was completed in 2017 and the purchase price of SEK 31.4 million was paid in cash. The goodwill that arose in connection with the acquisition relates to the company's strong position in the field of liveness detection.
Cash & cash equivalents at the end of the year amounted SEK 78.0 million (115.3). At the end of the fiscal year there were 22 (30) persons employed in the parent company.
PROPOSED DISTRIBUTION OF EARNINGS
The following assets are at the disposal of the AGM:
| Total non-restricted equity | 92,416 |
|---|---|
| SEK thousands | |
| Net loss for the year, | -21,234 |
| SEK thousands | |
| Retained earnings, | 39,912 |
| SEK thousands | |
| Share premium reserve, | 73,738 |
The board proposes that SEK thousands 92,416 be carried forward to the new accounts. The board proposes that the AGM should not issue a dividend for the fiscal year 2018.
Five-Year Overview
INCOME STATEMENT - REMAINING OPERATION
| Amounts in SEK thousands | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Net sales | 67,645 | 61,039 | 83,299 | 56,337 | 31,387 |
| Cost of goods and services sold | -10,000 | -4,091 | -1,681 | -17,059 | -14,208 |
| Gross profit | 57,645 | 56,948 | 81,618 | 39,278 | 17,179 |
| Selling expenses | -27,664 | -29,735 | -18,183 | -12,685 | -19,907 |
| Administrative expenses | -15,508 | -14,105 | -15,004 | -13,587 | -14,343 |
| R&D expenses | -33,519 | -25,276 | -24,904 | -22,631 | -28,984 |
| Other operating income/expenses | -912 | -1,769 | 1,881 | 219 | 1,508 |
| Operating profit/loss | -19,958 | -13,936 | 25,407 | -9,407 | -44,547 |
| Net financial items | -607 | -1,664 | -12 | -62 | 502 |
| Profit/loss after financial items | -20,565 | -15,600 | 25,395 | -9,469 | -44,045 |
| Tax | -1,622 | -7,094 | 13,200 | - | - |
| Profit/loss for the year | -22,187 | -22,694 | 38,595 | -9,469 | -44,045 |
A conversion of comparative figures for the reporting of the remaining operation and amortization of capitalized development expenses was performed for 2016. Conversion of comparative figures for reporting of the remaining operation and amortization of capitalized development expenses was not performed for the years 2014-2015, see also Note 1 in notes for the group.
BALANCE SHEET - TOTAL OPERATION
| Amounts in SEK thousands | 12/31/2018 | 12/31/2017 | 12/31/2016 | 12/31/2015 | 12/31/2014 |
|---|---|---|---|---|---|
| Assets | |||||
| Fixed assets | 918 | 956 | 1,285 | 2,132 | 2,784 |
| Intangible assets | 47,955 | 45,306 | 10,436 | 11,152 | 17,360 |
| Deferred tax assets | 5,213 | 6,106 | 13,200 | - | - |
| Current assets | 104,701 | 135,688 | 171,176 | 85,664 | 86,056 |
| Cash & cash equivalents | 79,543 | 116,955 | 135,753 | 52,356 | 59,659 |
| Assets held for sale | 0 | 1,562 | - | - | - |
| Total assets | 158,787 | 189,618 | 196,096 | 98,948 | 106,200 |
| Equity and liabilities | |||||
| Equity | 125,481 | 145,805 | 163,009 | 83,059 | 91,983 |
| Current liabilities and provisions | 33,306 | 43,813 | 33,087 | 15,889 | 14,217 |
| Total equity and liabilities | 158,787 | 189,618 | 196,096 | 98,948 | 106,200 |
CASH FLOW STATEMENT - TOTAL OPERATION
| Amounts in SEK thousands | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Cash flow from operating activities before | |||||
| change in working capital | -9,339 | -4,670 | 24,824 | 396 | -30,664 |
| Changes in working capital | -16,716 | 27,458 | 12,834 | -4,854 | -3,265 |
| Cash flow from investing activities | -11,386 | -40,821 | -5,268 | -3,004 | -7,870 |
| Cash flow from financing activities | -96 | 194 | 50,000 | - | 261 |
| Change in cash & cash equivalents | -37,537 | -17,840 | 82,390 | -7,463 | -41,538 |
KEY FIGURES (GROUP)
| Amounts in SEK thousands unless otherwise stated | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Net sales | 67,645 | 61,039 | 83,299 | 56,337 | 31,387 |
| Net sales growth, % | 10.8% | -26.7% | 95.7% | 79.5% | -10.2% |
| Gross margin, % | 85.2% | 93.3% | 98.0% | 69.7% | 54.7% |
| Operating profit/loss | -19,958 | -13,936 | 25,407 | - | - |
| Operating profit/loss, total operation | -18,225 | -8,676 | 18,005 | -9,407 | -44,547 |
| Working capital, total operation | 71,395 | 91,876 | 138,089 | 69,775 | 71,839 |
| Capital employed, total operation | 125,481 | 145,805 | 163,009 | 83,059 | 91,983 |
| Liquidity ratio, total operation,% | 314% | 310% | 511% | 486% | 522% |
| Equity/assets ratio, total operation,% | 79.0% | 76.9% | 83.1% | 83.9% | 86.6% |
| Return on equity, total operation, % | neg | neg | 27.2% | neg | neg |
| Earnings per share before dilution, SEK | -0.06 | -0.06 | 0.11 | -0.03 | -0.13 |
| Earnings per share before dilution, total operation, SEK | -0.06 | -0.05 | 0.09 | - | - |
| Earnings per share after dilution, SEK | -0.06 | -0.06 | 0.11 | -0.03 | -0.13 |
| Earnings per share after dilution, total operation, SEK | -0.06 | -0.05 | 0.09 | - | - |
| Equity per share, total operation, SEK | 0.35 | 0.40 | 0.45 | 0.24 | 0.27 |
| No. of shares (thousands) | 360,231 | 360,231 | 360,231 | 345,306 | 345,306 |
| Weighted average number of shares, adjusted for | |||||
| dilution effect (thousands) | 360,231 | 360,231 | 346,843 | 345,306 | 345,306 |
| Number of employees at end of period | 27 | 35 | 26 | 22 | 22 |
| Average number of employees during the period | 32 | 31 | 26 | 22 | 27 |
A conversion of comparative figures for the reporting of the remaining operation and amortization of capitalized development expenses was performed for 2016. Conversion of comparative figures for reporting of the remaining operation and amortization of capitalized development expenses was not performed for the years 2014-2015, see also Note 1 in notes for the group.
See the Financial Glossary for definitions and use of key figures, page 92.
THE GROUP, RECONCILIATION OF ALTERNATIVE KEY FIGURES
| Amounts in SEK thousands unless otherwise stated | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Gross profit | 57,645 | 56,948 | 81,618 | 39,278 | 17,179 |
| Net sales | 67,645 | 61,039 | 83,299 | 56,337 | 31,387 |
| Gross margin, % | 85.2% | 93.3% | 98.0% | 69.7% | 54.7% |
| Operating profit/loss | -19,957 | -13,936 | 25,407 | -9,407 | -44,547 |
| Net sales | 67,645 | 61,039 | 83,299 | 56,337 | 31,387 |
| Operating margin, % | -29.5% | -22.8% | 30.5% | -16.7% | -141.9% |
| EBI TDA |
-11,189 | -10,350 | 27,424 | - | - |
| Depreciation & Amortization | -7,837 | -3,586 | -2,017 | - | - |
| Write-downs | -932 | - | - | ||
| Operating profit/loss | -19,958 | -13,936 | 25,407 | - | - |
| EBI TDA, total operation |
-9,456 | -3,953 | 24,836 | 457 | -31,773 |
| Depreciation & Amortization, total operation | -7,837 | -4,719 | -6,301 | -9,865 | -9,578 |
| Write-downs, total operation | -932 | - | -529 | - | -3,196 |
| Operating profit/loss, total operation | -18,225 | -8,673 | 18,005 | -9,408 | -44,547 |
| Operating profit/loss, remaining operation | -19,958 | -13,936 | 25,407 | - | - |
| Operating profit/loss, discontinued operation | 1,733 | 5,264 | -7,402 | - | - |
| Operating profit/loss, total operation | -18,225 | -8,673 | 18,005 | - | - |
| Selling expenses | -27,664 | -29,735 | -18,183 | -12,685 | -19,907 |
| Administration expenses | -15,508 | -14,105 | -15,004 | -13,587 | -14,343 |
| R&D expenses | -33,519 | -25,276 | -24,904 | -22,631 | -28,984 |
| Other operating income/expenses | -911 | -1,769 | 1,881 | 219 | 1,508 |
| Total operating expenses | -77,602 | -70,885 | -56,211 | -48,685 | -61,726 |
| Balance sheet total, total operation | 158,787 | 189,618 | 196,096 | 98,949 | 106,200 |
| Non-interest-bearing liabilities, total operation | 33,306 | 43,813 | 33,087 | 15,889 | 14,217 |
| Capital employed, total operation | 125,481 | 145,805 | 163,009 | 83,059 | 91,983 |
| Closing equity, total operation | 125,481 | 145,805 | 163,009 | 83,059 | 91,983 |
| Average equity, total operation | 137,035 | 155,322 | 114,534 | 80,451 | 108,201 |
| Current assets less inventories | 104,701 | 135,688 | 168,985 | 77,161 | 74,196 |
| Current liabilities | 33,306 | 43,813 | 33,087 | 15,889 | 14,217 |
| Liquidity ratio, total operation | 314% | 310% | 511% | 486% | 522% |
| Equity | 125,481 | 145,805 | 163,009 | 83,059 | 91,983 |
| Total assets | 158,787 | 189,618 | 196,096 | 98,949 | 106,200 |
| Equity/assets ratio, total operation | 79.0% | 76.9% | 83.1% | 83.9% | 86.6% |
| Profit after taxes | -20,454 | -17,431 | 31,193 | -9,469 | -44,045 |
| Average equity | 137,035 | 155,322 | 114,534 | 80,451 | 108,201 |
| Return on equity, total operation | Neg | Neg | 27.2% | Neg | Neg |
CONSOLIDATED INCOME STATEMENT
Amounts in SEK thousands
| Note | 2018 | 2017 | |
|---|---|---|---|
| Net sales | 2 | 67,645 | 61,039 |
| Cost of goods and services sold | 1,3 | -10,000 | -4,091 |
| Gross profit | 57,645 | 56,948 | |
| Selling expenses | -27,664 | -29,735 | |
| Administration expenses | -15,508 | -14,105 | |
| R&D expenses | -33,519 | -25,276 | |
| Other operating income/expenses | -911 | -1,769 | |
| 3,4,5,6,7 | -77,602 | -70,885 | |
| Operating profit/loss | -19,958 | -13,936 | |
| Interest income and similar income statement items | 8 | 5 | 15 |
| Interest expenses and similar income statement items | 8 | -613 | -1,679 |
| -608 | -1,664 | ||
| Profit/loss before tax | -20,565 | -15,600 | |
| Tax | 9 | -1,622 | -7,094 |
| Profit/loss for the year from remaining operation | -22,187 | -22,694 | |
| Profit/loss after tax from discontinued operation | 19 | 1,733 | 5,263 |
| Profit/loss for the year, total operation | -20,454 | -17,431 | |
| Profit/loss for the year attributable to holders of participations in the parent company | -20,454 | -17,431 | |
| Earnings per share, remaining operation, SEK | |||
| - before dilution, SEK | 10 | -0.06 | -0.06 |
| - after dilution, SEK | 10 | -0.06 | -0.06 |
| Earnings per share, total operation, SEK | |||
| - before dilution, SEK | 10 | -0.06 | -0.05 |
| - after dilution, SEK | 10 | -0.06 | -0.05 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Profit/loss for the year | -20,454 | -17,431 |
|---|---|---|
| Other comprehensive income: | ||
| Items that may be reclassified to profit or loss | ||
| Translation differences, foreign operations | 226 | 104 |
| Other comprehensive income for the year | 226 | 104 |
| Total comprehensive income | -20,228 | -17,327 |
| Comprehensive income for the year attributable to holders of participations in the parent | -20,228 | -17,327 |
| company |
CONSOLIDATED BALANCE SHEET
Amounts in SEK thousands
| ASSETS | Note | 12/31/2018 | 12/31/2017 |
|---|---|---|---|
| Fixed assets | |||
| Fixed assets | 12,19 | 918 | 956 |
| Intangible assets | 13,19,20 | 47,955 | 45,306 |
| Deferred tax assets | 9 | 5,213 | 6,106 |
| Total fixed assets | 54,086 | 52,368 | |
| Current assets | |||
| Accounts receivable | 14,15 | 19,667 | 13,106 |
| Other receivables | 15 | 3,931 | 2,358 |
| Prepaid expenses and accrued income | 15 | 1,560 | 3,269 |
| Liquid assets | 18 | 79,543 | 116,955 |
| Total current assets | 104,701 | 135,688 | |
| Assets held for sale | 19 | 1,562 | |
| TOTAL ASSETS | 158,787 | 189,618 | |
| EQUITY & LIABILITIES | |||
| EQUITY | |||
| Share capital | 10,807 | 10,807 | |
| Additional paid-in capital | 822,789 | 822,885 | |
| Reserves and translation differences | 4,287 | 4,061 | |
| Retained loss/Profit or loss for the year | -712,402 | -691,948 | |
| Total equity | 125,481 | 145,805 | |
| Total equity attributable to the parent company's shareholders | 125,481 | 145,805 | |
| Current liabilities | |||
| Accounts payable | 17 | 4,589 | 3,349 |
| Other current liabilities | 17 | 1,831 | 2,405 |
| Accrued expenses and prepaid income | 17 | 26,885 | 37,860 |
| Other provisions | 16 | 0 | 198 |
| Total current liabilities | 33,306 | 43,813 | |
| TOTAL EQUITY AND LIABILITIES | 158,787 | 189,618 |
CONSOLIDATED CASH FLOW STATEMENT
Amounts in SEK thousands
| Note | 2018 | 2017 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Operating profit/loss | -18,225 | -8,673 | |
| Adjustments for items not included in cash flow | 10,221 | 5,667 | |
| Net financial items | -607 | -1,664 | |
| Tax paid | 8 | -728 | |
| Cash flow from operating activities before change in working capital | -9,339 | -4,670 | |
| Cash flow from changes in working capital | |||
| Change in inventories | 2,190 | ||
| Change in current receivables | -6,425 | 14,500 | |
| Change in provisions | -207 | - | |
| Change in current liabilities | -10,084 | 10,768 | |
| -16,716 | 27,458 | ||
| Cash flow from operating activities | -26,055 | 22,788 | |
| Investment in business combination | 20 | -31,360 | |
| Investment in fixed assets | 12 | -416 | -725 |
| Investment in intangible assets | 13 | -10,970 | -8,737 |
| Cash flow from investing activities | -11,386 | -40,821 | |
| Cash flow after investments | -37,441 | -18,034 | |
| Payment for buy-back of options | -96 | 194 | |
| Cash flow from financing activities | -96 | 194 | |
| Net cash flow for the year | -37,537 | -17,840 | |
| Cash & cash equivalents at beginning of year | 116,955 | 135,753 | |
| Exchange rate differences in cash & cash equivalents | 125 | -958 | |
| Cash & cash equivalents at end of year1) | 79,543 | 116,955 |
The discontinued operation's impact on the financial position has not been reported separately, as the company does not consider it possible to report the discontinued operation's impact on cash flow. Cash flow is instead reported for the total operation. The operating profit/loss consequently includes the profit/loss from the discontinued operation.
Adjustments for items not included in cash flow consist of depreciation/amortization, write-downs and exchange rate losses. There are no interest-bearing liabilities in either 2018 or 2017, so there is no need to specify a change between the years.
1) The balance sheet item Cash & cash equivalents only includes bank balances at both the beginning and end of the year.
CHANGE IN EQUITY (GROUP)
Amounts in SEK thousand
| Attributable to parent company's owners | |||||
|---|---|---|---|---|---|
| Share capital | Additional paid-in capital |
Translation difference |
Retained loss/ Profit or loss for the year |
Total equity | |
| Opening balance as of January 1, 2017 | 10,807 | 822,763 | 3,957 | -674,518 | 163,009 |
| Comprehensive income | |||||
| Profit/loss for the year | - | - | - | -17,431 | -17,431 |
| Other comprehensive income | |||||
| Exchange rate differences | - | - | 104 | - | 104 |
| Total other comprehensive income | - | - | 104 | - | 104 |
| Total comprehensive income | - | - | 104 | -17,431 | -17,327 |
| Transactions with shareholders | |||||
| Cost of new share issue | 0 | -72 | - | - | -72 |
| Payment for issue of options | 194 | - | 194 | ||
| Total transactions with shareholders | 0 | 122 | 0 | 0 | 122 |
| Closing balance as of December 31, 2017 | 10,807 | 822,885 | 4,061 | -691,948 | 145,805 |
| Opening balance as of January 1, 2018 | 10,807 | 822,885 | 4,061 | -691,948 | 145,805 |
| Comprehensive income | |||||
| Profit/loss for the year | - | - | - | -20,454 | -20,454 |
| Other comprehensive income | |||||
| Exchange rate differences | - | 226 | 226 | ||
| Total other comprehensive income | - | 0 | 226 | 0 | 226 |
| Total comprehensive income | - | 0 | 226 | -20,454 | -20,228 |
| Transactions with shareholders | |||||
| Payment for buy-back of options | -96 | - | -96 | ||
| Total transactions with shareholders | 0 | -96 | 0 | 0 | -96 |
| Closing balance as of December 31, 2018 | 10,807 | 822,789 | 4,287 | -712,402 | 125,481 |
NOTES (GROUP)
NOTE 1 - GENERAL ACCOUNTING POLICIES
- NOTE 2 REVENUE ALLOCATION
- NOTE 3 COSTS ALLOCATED PER TYPE
NOTE 4 - EMPLOYEES AND PERSONNEL EXPENSES
NOTE 5 - REMUNERATION TO LEADING EXECUTIVES
- NOTE 6 AUDITORS' REMUNERATION
- NOTE 7 OPERATIONAL LEASING AGREEMENTS
- NOTE 8 FINANCIAL INCOME AND EXPENSES
- NOTE 9 INCOME TAX AND DEFERRED TAX ASSETS
- NOTE 10 EARNINGS PER SHARE
- NOTE 11 FINANCIAL RISK FACTORS
- NOTE 12 TANGIBLE ASSETS
- NOTE 13 INTANGIBLE ASSETS
- NOTE 14 ACCOUNTS RECEIVABLE
- NOTE 15 PREPAID EXPENSES AND ACCRUED INCOME
- NOTE 16 OTHER PROVISIONS
- NOTE 17 ACCRUED EXPENSES AND PREPAID INCOME
- NOTE 18 FINANCIAL INSTRUMENTS
- NOTE 19 DIVESTED OPERATION
- NOTE 20 BUSINESS COMBINATIONS
- NOTE 21 IMPORTANT EVENTS SINCE THE END OF THE YEAR
NOTE 1 - GENERAL ACCOUNTING POLICIES
GENERAL
The consolidated financial statements have been prepared in accordance with the Swedish Annual Accounts Act, RFR 1 Supplementary Accounting Regulations for Groups and International Financial Reporting Standards (IFRS) as adopted by the EU.
The recognition and measurement policies applied in the Annual Report for 2017 have also been used in this annual report, with the exception of the application of new accounting standards as described below. Unless otherwise stated, all amounts are given in SEK thousands, and unless otherwise stated amounts in parentheses refer to the previous fiscal year.
New or amended accounting standards implemented in 2018
None of the new and amended standards and interpretations to be applied from January 1, 2018 had any material impact on the group's or the parent company's financial statements. No new or amended IFRS were applied in advance.
IFRS 9 Financial instruments
IFRS 9 describes the recognition of financial assets and liabilities and replaces IAS 39 Financial instruments: Recognition and Measurement.
The group has introduced a model for providing for future bad debts based on historical performance combined with predictive analysis. The introduction of this model has not had any effect on the opening balance, as the reserve in place at the beginning of the year was an amount corresponding to the outcome of the calculation in accordance with the new model.
The new rules for classification and valuation have not affected the company's financial position at the time of the transition, as the regulations do not involve any change regarding the valuation of the financial instruments that were in the consolidated balance sheet at that time. IFRS 9 is applied by the group from the fiscal year starting January 1, 2018. The group has not converted comparative figures for the fiscal year 2017, in accordance with the standard's transitional rules.
Derivatives are valued in accordance with IFRS 9 at fair value in accordance with level 2. Changes in fair value are reported in the income statement.
IFRS 15 Revenue from contracts with customers
IFRS 15 replaces all previously issued standards and interpretations dealing with revenues with one combined model for revenue recognition. IFRS 15 came into force on January 1, 2018. The standard is based on the principle that revenue shall be reported when a promised product or service has been transferred to the customer, i.e., when the customer has acquired control of it, which can take place over time or at one point in time. Revenue shall consist of the amount that the company expects to receive in compensation in exchange for the goods or services supplied.
IFRS 15 has not entailed any difference in the reporting of the group's revenues from contracts with customers. Uninvoiced receivabels are in accordance with IFRS 15 classified as receivables, see note 14. During 2017 uninvoiced receivabels, were classified as prepaid income see note 15. For updated accounting policies in accordance with IFRS 15, see the section entitled Revenue recognition below.
The group has chosen to apply the standard with full retroactivity in connection with the transition to the new accounting standard. As explained above, the transition to IFRS 15 does not, however, entail any retroactive adjustment of previously reported figures. The extended disclosure requirements in IFRS 15 have affected the group's financial reporting, and for this reason more detailed information is being issued, see Notes 2 and 14 in the notes for the group.
New and amended IFRS that have not yet come into force
A number of new or amended IFRS have not yet come into force and have not been applied in advance in the preparation of the group's and the parent company's financial statements. Below is a description of the IFRS that may affect the group's or the parent company's financial statements. Other new or amended standards or interpretations published by IASB are not expected to have any impact on the group's or the parent company's financial statements.
IFRS 16 Leases
IFRS 16 came into force on January 1, 2019 and replaced IAS 17. Rights to use lease assets must be reported as assets and obligations to pay lease charges must be reported as a financial liability. Expenses are divided into interest payments and depreciation of the asset. The conclusion of the analysis that started in 2017 and was completed during the fourth quarter of 2018 is that IFRS 16 has the effect described below.
When calculating a lease commitment, an average interest rate of 3% was used, based on information from an external party. The lease commitments calculated amount to SEK 9.2 million, of which SEK 7.8 is the long-term element. The long-term element is calculated on lease commitments after 2020. The single biggest item is a rental contract for the business in Lund, for which an assumption was made of a rental term covering the current contract period plus two extensions, eight years in total. Based on the current contract and assumptions made, there is not expected to be any significant impact on the company's operating profit/loss. Based on the current contract and assumptions made, the company's operating profit/loss is expected to be improved by SEK 0.3 million. The lease commitments calculated of SEK 9.2 million will increase the balance sheet total as of January 1, 2019 and be reported in the balance sheet under lease commitments.
The company has chosen the simplified transition method in accordance with IFRS 16, which meant that comparative figures (2018) have not been converted.
In the future, the group will apply the practical exceptions on an ongoing basis, meaning that leases with a lease period of max. 12 months and lease agreements in which the underlying asset has a low value will be excluded from the calculation of lease liability. These will instead be recognized as expenses in the income statement on a straight-line basis. Non-lease components have been included in the calculation of the lease liability.
For additional information about current lease agreements, see Note 7 in the notes for the group.
The accounting and valuation principles applied are described below.
Alternative key figures
Precise Biometrics presents financial definitions and reconciliations of alternative key indicators in this annual report. The presentation of alternative key figures provides valuable supplementary information for investors and company management, making it possible to evaluate the company's performance. The alternative key indicators reported in this report can differ in their calculation method from similar measures used by other companies.
CONSOLIDATED ACCOUNTS
The consolidated statements are prepared using the acquisition method. Subsidiaries are included in the consolidated financial statements as of the date the controlling influence is transferred to the parent company. Intergroup transactions, balance sheet items, earnings and expenses between group companies are eliminated. Profits and losses resulting from intergroup transactions, and which are reported in assets, are also eliminated. The accounting policies for subsidiaries have been changed as necessary in order to guarantee the consistent application of the group's policies.
TRANSLATION OF FOREIGN CURRENCY Functional currency
Items included in the financial statements for the different units in the group are valued in the currency used in the financial environment where the respective companies are primarily active, the functional currency. Swedish kronor (SEK) is used in the consolidated financial statements, which is the parent company's functional currency and reporting currency.
Transactions and balance sheet items
Transactions in foreign currency are converted to the functional currency according to the exchange rates applicable on the transaction date. Exchange rate gains and losses incurred upon payment of such transactions and during conversion of monetary assets or liabilities in foreign currencies at the closing rate are reported in the income statement as Other operating income/expenses and as financial income/expenses. Foreign exchange differences on financial transactions which are classified as net investment in foreign activities are reported in other comprehensive income.
Group companies
The earnings and financial position for all group companies which have a functional currency other than the reporting currency are translated to the group's reporting currency as follows:
Assets and liabilities for each of the balance sheets are translated at the closing rate. Income and expenses for each of the income statements are translated at average exchange rates for the period, insofar as this average rate is a reasonable approximation of the accumulated effect of the rates applicable on the transaction date, otherwise income and expenses are converted at the rate prevailing on the transaction date. All accrued exchange rate differences are reported as a separate part of equity.
SEGMENT REPORTING
Income is reported so as to correspond with the internal reporting submitted to the chief executive. The senior executive decision-maker, which comprises is the function responsible for the allocation of resources and assessment of the income trend, is the CEO.
Disposal of the Mobile Smart Card Solutions business area (Tactivo)
The disposal of the Mobile Smart Card Solutions business area was completed as planned as of January 1, 2018. Information about the sale was issued in June 2017 and in accordance with IFRS 5 the business area was reported as a business held for sale for the rest of 2017. In order to obtain comparable historical data, previously reported figures were adjusted with respect to expenses relating directly to the discontinued business area and will therefore no longer affect the company's remaining operation. In accordance with IFRS 8, the discontinued operation is not reported in segment reporting, and as the remaining operation consists exclusively of the Fingerprint Technology business area, there is therefore no longer any segment reporting.
REVENUE RECOGNITION
The group's revenues consist primarily of revenues from licenses and support & maintenance. Sales are reported net of VAT and discounts. License revenues are divided into two categories based on when the contract asset arises.
License revenues are reported when license agreements, without consequential loss clauses, have been signed and delivery has taken place, and when price and payment plans have been determined without any other commitments in addition to the provision of licenses. Agreements give the customer a license for the software, which is developed and updated on an ongoing basis. The group has made the assessment that there is a performance commitment to the customer. It has been concluded that the license should be classified as a right to access. As a consequence of the license having been assessed to be a right to access, revenue from this is reported over time in accordance with IFRS 15. Revenue from support is recognized based on contract length, and based on this judged as a distinctive obligation, which is fulfilled during the course of the contract. Royalties from licenses are recognized as revenue for the period when customers reports the use of the licenses and is based on royalty reporting received. Support and maintenance are recognized as revenue on the basis of the length of the agreement. Revenues from sales of services are reported in the period in which the services are carried out. License revenues are normally invoiced for a twelve-month period at a one-time amount and are recognized as revenue on the basis of the length of the agreement. This results in a contract liability, which is reported as prepaid income. For additional information, see Note 17 in the notes for the group.
FIXED ASSETS
Fixed assets are valued at the acquisition value less accumulated depreciation. The acquisition value includes charges that can be directly attributed to the acquisition of the asset. Additional expenditures are added to the asset's reported value or are reported as a separate asset, depending on which is appropriate, only when it is likely that the future financial benefits associated with the asset will benefit the group and the asset's acquisition value can be reliably measured. All other forms of repairs and maintenance are recorded as expenses in the income statement in the period when they arise.
In order to reduce their acquisition value to the estimated residual value, fixed assets are depreciated on a straight-line basis according to plan over the estimated period of use, which is three years for computers and five years for equipment.
Depreciation of fixed assets is included in Selling expenses, Administration expenses and R&D expenses in the income statement. The residual values and life of assets are assessed on the balance sheet date, and adjusted when necessary. In the event the reported value of an asset is considered to exceed its estimated recovery value, the asset is immediately written down to its recovery value. Gains and losses on disposals are determined through a comparison between the proceeds of sale and the reported value, and are reported in the income statement.
INTANGIBLE ASSETS
Research and development
Research expenses are recognized as expenses as they arise. Development expenses consist of expenses for the further development of equipment and software for biometric fingerprint identification. These are reported as intangible assets when it is likely that the project will be successful in terms of its commercial and technical potential, and if the costs can be reliably measured. Other development expenses are reported as they arise. Development expenses already recognized as expenses are not carried forward to the subsequent period. Development expenses have a limited useful life and are amortized on a straight-line basis from the date when the commercial production of the product can begin. The current estimated useful life is three years, see also comment in the section entitled New assessment.
Software
Expenses for the maintenance of software are reported as expenses as they arise. Expenses for the acquisition and development of software are capitalized on the basis of the expenses incurred when the actual software was acquired and deployed. These expenses are written off during the estimated useful life, which extends to five years. Software obtained in connection with the acquisition of NexID Biometrics Inc. is written off over the estimated useful life, which was confirmed as ten years in the acquisition calculation. The deviation in the amortization period is because of the nature of the software.
Patents
Patents have a limited useful life and are therefore reported at the acquisition value less accumulated amortization. Patents obtained in connection with the acquisition of NexID Biometrics Inc. are written off over the estimated useful life, which is fifteen years.
Customer relations
Customer relations obtained in connection with the acquisition of
NexID Biometrics Inc. are written off over the estimated useful life, which is five years.
Database
The database obtained in connection with the acquisition of NexID Biometrics Inc. is written off over the estimated useful life, which is ten years.
Goodwill
The value of the goodwill arising from the acquisition of NexID Biometrics Inc. is reviewed annually in accordance with IFRS 3 in order to determine whether it needs to be written down.
WRITE-DOWNS
Assets (tangible, intangible and financial) that are depreciated are assessed in relation to the reduction in value whenever events or changed conditions indicate that the reported value is not recoverable. Write-downs are recorded for the amount by which the asset's reported value exceeds its recovery value, which is the higher of the net sales value and the utility value. For an asset, the recovery value is calculated for the cash-generating unit that the asset belongs to, i.e., the lowest levels where there are identifiable cash flows. A write-down affects the net profit/loss and thereby the group's financial position.
FINANCIAL INSTRUMENTS
Financial instruments consist of financial assets and liabilities. Below are comments on the balance sheet items considered most relevant for the reader.
Accounts receivable
Accounts receivable represent the group's unconditional right to compensation from customers. Accounts receivable are reported initially at transaction price and thereafter at the accrued acquisition value less any provision for impairment.
The group has, in accordance with IFRS 9, introduced a model for providing for future bad debts based on historical performance combined with predictive analysis. IAS 39 was applied in 2017, which entailed a provision being made for impairment when there was objective evidence that the group would not be receiving all amounts.
Cash & cash equivalents
The company's cash & cash equivalents are held in bank accounts.
Other financial liabilities
A financial asset is recognized in the balance sheet when the company becomes a party to the contractual terms of the instrument. A liability is recognized when the counterparty has delivered and there is a contractual obligation to pay, even if an invoice has not yet been received. A supplier invoice is recognized when the invoice is received. A financial liability is removed from the balance sheet when the obligation specified in the contract is honored or settled in any other way. Other financial liabilities consist primarily of accounts payable, which are reported at accrued acquisition value.
Derivatives
Derivatives consist of forward contracts and are used for hedging purposes. These are valued at fair value according to level 2.
EQUITY
Common stock is classified as equity. Transaction costs directly attributable to the issuing of new common stock or options are reported in equity as a deduction from issue liquidity.
INCOME TAXES
Tax expenses for the period include current and deferred taxes. Tax is reported in the income statement, except when the tax relates to items reported in other comprehensive income or directly in equity. In such cases, the tax is also reported in other comprehensive income or equity. The valuation of all tax liabilities/receivables is made at nominal amounts and the actual tax cost is calculated on the basis of the tax regulations decided on the balance sheet date, or decided in practice in the countries where the parent company and its subsidiaries operate and generate taxable income. The executive regularly assesses the claims made in tax returns concerning situations where the applicable tax regulations are subject to interpretation. When appropriate, it allocates provisions for amounts that will in all probability be paid to the tax authority.
Deferred tax is reported, in accordance with the balance sheet method, as all the temporary differences arising between the taxable value of assets and liabilities and their reported values in the consolidated financial statements. Deferred tax assets are reported only to the extent that there are sufficient taxable temporary differences or other factors that indicate convincingly that the deferred tax asset will be used. Deferred income tax is calculated on application of tax rates (and laws) decided or advised on the balance sheet date and which are expected to apply when the deferred tax receivable is realized or the deferred tax liability is settled. Deferred tax is reported for tax loss carryforwards and other tax deductions to the extent that it is likely that there will be taxable profits against which the tax loss carryforwards can be used.
REMUNERATION TO EMPLOYEES
Pensions
The group only has defined-contribution pension plans. Pension plans are financed through payments from respective group companies. For defined-contribution pension plans, the group pays contributions to privately managed pension insurance plans on a contractual basis. The group has no additional payment obligations after the contributions have been paid.
Severance pay
Compensation upon termination of employment is paid when an employee is given notice prior to the normal retirement date, or when an employee accepts voluntary retirement from employment in exchange for such compensation. The group reports severance pay when it is clearly obligated either to terminate an employee in accordance with a detailed, formal plan without any possibility of recall, or to pay compensation when serving notice as a result of an offer having been made to encourage voluntary layoff. Benefits that fall due more than 12 months after the balance sheet date are discounted to the current value.
Flexible pay
The group reports a liability and cost for flexible pay on the basis of the result for the year when an obligation exists.
Share-based compensation
Precise Biometrics has an outstanding options program for employees in Sweden. Warrants have been issued to employees in Sweden under the program (see Note 5 in the notes for the parent company - Remuneration to leading executives) and transferred to them on ordinary market terms. On acquisition of subscription options by employees, the payments received are reported in other paid-in capital. The capital stock is increased by each newly issued share's nominal value on the utilization of options, and the corresponding share premium is reported in other paid-in capital.
ACCOUNTS PAYABLE
Accounts payable are valued at fair value.
PROVISIONS
Provisions are reported when the group has an existing legal or informal obligation as a result of previous events, and it is more likely than not that an outflow of resources will be necessary to settle the commitment, and the amount has been calculated reliably.
WITHHOLDING TAX
Withholding tax is posted and reported as a selling expense in connection with the underlying sales transaction being reported. Withholding tax arises on sales to customers in certain countries in Asia.
LEASING AGREEMENTS
Leasing in which an essential part of the risks and advantages of ownership is retained by the lessor is classified as operational leasing. Payments made during the term of the lease (after deductions for any incentives from the lessor) are reported as an expense in the income statement on a straight-line basis over the term of the lease. The group has no financial leasing contracts.
IMPORTANT ESTIMATES AND EVALUATIONS FOR ACCOUNTING PURPOSES
In order to prepare the financial statements in accordance with generally accepted accounting principles, it is necessary to make estimates and assumptions that affect the income statement, balance sheet and other disclosures. Actual outcomes may differ from the estimates made.
Income recognition
Income relates to sales of a software solution for fingerprint identification. Agreements give the customer a license for the software, which is developed and updated on an ongoing basis. The Group has made the assessment that there is a performance commitment to the customer. It has been concluded that the license should be classified as a right to access. Part of the income streams for the software solution consists of licenses, where the license income is based on the number of end products in which the group's customers use the license. As a result of the license having been assessed to be a right to access, income from this is reported over time in accordance with IFRS 15, which is in accordance with how the group previously reported income. Usage-based license income is reported after the customer has used the license in the end product. This accounting practice also corresponds to previous accounting policies.
License income from usage-based licenses is confirmed by the customer reporting to the company on a quarterly basis by agreement. The base data must be quality-assured in order to guarantee completeness and accuracy, and a customer invoice is created on this basis. When the base data for income recognition is received after the balance sheet date, this is reported as non-invoiced accounts receivable. Licensing revenues are reported as revenue when the licensing agreement has been signed and delivery has taken place, which may involve an estimate, depending on the nature of the agreement.
Capitalization of development expenses
The area where estimates and assumptions could involve the risk of adjustments to reported values for assets and liabilities during the next fiscal year is mainly related to capitalized development expenses. The group regularly examines whether there is a need for write-downs of capitalized development expenses in accordance with the accounting policies described under Intangible assets and Write-downs.
When examining the need for write-downs, forecasts of future cash flows are used, and these are based on the best possible estimates of future revenues and expenses, based on the historical trend, general market conditions, developments and forecasts for the industry, and other available information. Examination takes place by discounting future cash flows at a WACC of 25%, and the examination conducted has not resulted in any need for write-downs.
Changed assessment of amortization period for capitalized development expenses
The pace of development and change in the industry in which Precise Biometrics operates is becoming ever faster, which has caused the company to change its assessment of the amortization period for capitalized development expenses. The changed assessment resulted in a change in the amortization period from five to three years. The accumulated effect on earnings of the change totals SEK -2.6 million for 2018, of which SEK 0.9 million is attributable to the impairment of a project.
Deferred tax
The group has to pay taxes in two countries. In view of the historical development of the group's earnings, an assessment has been made that the group's tax expense is limited, at least in the short term. The group makes regular assessments concerning the opportunity to utilize loss deductions in the future. In 2018, the company performed a new assessment in respect of the calculation of the deferred tax asset and bases the calculation on a cautious assessment of future foreseeable taxable earnings. The decision made to change corporation tax has been taken into consideration when calculating the deferred tax assets.
Deferred tax is reported, in accordance with the balance sheet method, as all the temporary differences arising between the taxable value of assets and liabilities and their reported values in the consolidated financial statements. Deferred tax is not reported if it has arisen as a result of a transaction that constitutes the first reporting of an asset or liability that is not a business acquisition, and which at the time of the transaction affects neither reported nor taxable income. Deferred income tax is calculated on application of tax rates (and laws) decided or advised on the balance sheet date and which are expected to apply when the deferred tax receivable is realized or the deferred tax liability is settled. Deferred tax is reported for tax loss carryforwards and other tax deductions to the extent that it is likely that there will be taxable profits against which the tax loss carryforwards can be used.
Acquisition
In connection with an acquisition, estimates are requested from company management, an important element of which relates to allocating the purchase price to acquired assets and liabilities. Several assumptions were made in connection with the acquisition analysis, including of future cash flows, growth, discount rate and choice of valuation model.
Assets from an acquisition are assessed in relation to the reduction in value whenever events or changed conditions indicate that the reported value is not recoverable. Write-downs are recorded for the amount by which the asset's reported value exceeds its recovery value, which is the higher of the net sales value and the utility value. For an asset, the recovery value is calculated for the cash-generating unit that the asset belongs to, i.e., the lowest levels where there are identifiable cash flows. A write-down affects the net profit/loss and thereby the group's financial position.
Discontinued operation
Precise Biometrics will receive payment of the purchase price from Identos GmbH for the years 2019-2020. Any future deviations in forecasts will be calculated on a quarterly basis using base data from Identos GmbH. The trend in the additional purchase price is thus an item that must be valued by company management and may therefore vary over time.
When calculating future additional purchase prices attributable to the disposal of the Mobile Smart Card Solutions business area (Tactivo), income is only included to the extent that the group avoids a significant reversal of income when the uncertainty associated with the variable remuneration ceases. The additional purchase price is variable in its entirety and the underlying agreement is therefore not a significant financing component. The change in the expected additional purchase price received is therefore reported at group level in the line profit/loss from discontinued operation, and in the parent company the item is included in other income/expenses.
NOTE 2 - REVENUE ALLOCATION
As described in Note 1, the remaining operation following the divestment of the Mobile Smart Card Solutions business area (Tactivo) consists solely of Fingerprint Technology, and for this reason there is no longer any segment reporting.
The group has three (three) major customers that account for more than 10% of net sales. Revenues from these customers amount to 35% (42%) of net sales.
| 2018 | 2017 | |
|---|---|---|
| Revenue type | ||
| Royalties | 18,020 | 11,320 |
| Licenses | 36,952 | 34,014 |
| Support & Maintenance | 9,544 | 8,304 |
| Other | 3,129 | 7,402 |
| Total | 67,645 | 61,039 |
| Region/Country | ||
| Europe | 11,883 | 4,515 |
| - of which Sweden | 6,115 | 974 |
| Asia | 40,820 | 40,930 |
| - of which China | 13,202 | 18,097 |
| - of which Taiwan | 9,993 | 10,712 |
| US | 14,942 | 15,594 |
| Total | 67,645 | 61,039 |
| Timing of revenue allocation | ||
| Services transferred over time | 46,496 | 42,317 |
| Performance commitment that is fulfilled at a certain time | 21,149 | 18,722 |
| Total | 67,645 | 61,039 |
NOTE 3 - COSTS ALLOCATED PER TYPE
| 2018 | 2017 | |
|---|---|---|
| Employee benefit expenses | 44,218 | 40,166 |
| Depreciation and write-downs | 8,769 | 5,834 |
| Development expenses | 7,551 | 7,896 |
| Consulting costs | 11,169 | 7,065 |
| Other external expenses1) | 15,896 | 14,015 |
| Total | 87,603 | 74,976 |
¹⁾ This item includes exchange rate gains/losses.
NOTE 4 - EMPLOYEES AND PERSONNEL EXPENSES
| Gender balance in group | 2018 | 2017 | ||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Precise Biometrics AB, Sweden | 23 | 4 | 24 | 6 |
| Precise Biometrics, Inc., USA | 4 | 1 | 4 | 1 |
| 27 | 5 | 28 | 7 | |
| Gender balance in corporate management | 2018 | 2017 | ||
| Proportion of women | ||||
| Board of directors | 33% | 33% | ||
| CEO and other leading executives | 0% | 0% | ||
| Salaries and remunerations are allocated as follows: | 2018 | 2017 | ||
| Board and CEO, Sweden | ||||
| Salaries and other remuneration | 4,628 | 4,321 | ||
| Pension expenses | 388 | 510 | ||
| Payroll overhead, including payroll tax | 1,353 | 1,482 | ||
| Total | 6,369 | 6,313 | ||
| Others, Sweden | ||||
| Salaries and other remuneration | 22,378 | 21,929 | ||
| Pension expenses | 4,264 | 3,987 | ||
| Payroll overhead, including payroll tax | 7,881 | 6,723 | ||
| Total | 34,523 | 32,639 | ||
| TOTAL, SWEDEN | 40,892 | 38,952 | ||
| Others, US | ||||
| Salaries and other remuneration | 3,399 | 2,947 | ||
| Social security expenses | 758 | 607 | ||
| Total | 4,157 | 3,554 | ||
| TOTAL | 45,048 | 42,506 |
NOTE 5 - REMUNERATION TO LEADING EXECUTIVES
Principles
Remuneration is paid to the Chairman of the Board and board members in accordance with the decision of the AGM. Until Stefan K. Persson took up the post of CEO, the Chairman of the Board had a consulting assignment as acting Chairman of the Board and received remuneration for this.
Remuneration to the CEO and other leading executives consists of their basic salary, flexible remuneration, pension benefits and other benefits. In addition to the six-month period of notice, severance pay for six months is also paid if notice is served by the company. Håkan Persson resigned as CEO on 1/15/2018. The severance payment charged to the 2018 accounts was in the order of SEK 1.4 million. During the period 1/16/2018 until 7/31/2018, CFO Göran Thuresson took on the role of interim CEO. Stefan K Persson took up the post of new CEO on 1/8/2018.
The Chairman of the Board had a consulting assignment as acting Chairman of the Board in the company until the new CEO took up his position, which took place on August 1, 2018. The compensation level for the assignment was based on market conditions, and the cost to the company during the full-year period totaled SEK 1,629 thousand (0). Another board member had a consulting assignment, which started and ended during the first quarter of 2018. The compensation level for the assignment was based on market conditions and amounted to SEK 42 thousand (0).
Other leading executives are those persons who together with the CEO constitute corporate management. There was an average of 5 (5) leading executives during the year. For the composition of corporate management, see the section entitled 'Management' in the annual report.
The distribution between basic salary and flexible remuneration shall be in proportion to the executive's level of responsibility and authority. For the CEO, flexible remuneration is set at a maximum of 75% of basic salary. For other leading executives, flexible remuneration is a maximum of 50% of basic salary.
REMUNERATION AND OTHER BENEFITS IN 2018
| BASIC SALARY/ BOARD REMUN. |
COMMITTEE FEE |
FLEXIBLE REMUNERATION |
OTHER BENEFITS |
PENSION EXPENSES |
TOTAL | |
|---|---|---|---|---|---|---|
| Torgny Hellström, Chairman of the Board | 545 | 60 | - | - | - | 605 |
| Matts Lilja, board member | 190 | 25 | - | - | - | 215 |
| Mats Lindoff, board member | 190 | 25 | - | - | - | 215 |
| Torbjörn Clementz, board member | 190 | 70 | - | - | - | 260 |
| Synnöve Trygg, board member | 190 | 35 | - | - | - | 225 |
| Anna Almlöf, board member | 190 | 25 | - | - | - | 215 |
| Göran Thuresson, interim CEO (1/16/18-7/31/18) | 655 | - | - | - | 118 | 773 |
| Stefan K Persson, CEO (1/8/18-12/31/18) | 1,050 | - | - | - | 260 | 1,310 |
| Other leading executives, 5 persons | 4,482 | - | 735 | 48 | 830 | 6,095 |
| Total | 7,682 | 240 | 735 | 48 | 1,208 | 9,914 |
REMUNERATION AND OTHER BENEFITS IN 2017
| BASIC SALARY/ BOARD REMUN. |
COMMITTEE FEE |
FLEXIBLE REMUNERATION |
OTHER BENEFITS |
PENSION EXPENSES |
TOTAL | |
|---|---|---|---|---|---|---|
| Torgny Hellström, Chairman of the Board | 545 | 60 | - | - | - | 605 |
| Matts Lilja, board member | 190 | 25 | - | - | - | 215 |
| Mats Lindoff, board member | 190 | 25 | - | - | - | 215 |
| Torbjörn Clementz, board member | 190 | 70 | - | - | - | 260 |
| Synnöve Trygg, board member | 190 | 35 | - | - | - | 225 |
| Anna Almlöf, board member | 190 | 25 | - | - | - | 215 |
| Håkan Persson, CEO | 2,040 | - | 546 | 0 | 510 | 3,096 |
| Other leading executives, 5 persons | 4,349 | - | 842 | 57 | 854 | 6,102 |
| Total | 7,884 | 240 | 1,388 | 57 | 1,364 | 10,933 |
The amounts in the table are exclusive of payroll overhead. As from June 2018, all payments are made via salaries. Remuneration paid has been recognized as an expense. The above remuneration refers to expenses that have affected net profit/loss for the year. The group only has definedcontribution pension plans. Pension expenses refer to the expenses that have affected net profit/loss for the year.
Flexible remuneration
Flexible remuneration for the CEO and leading executives is based on group earnings and individual targets. These targets are set by the board for the CEO, and by the board and the CEO for leading executives. The maximum amount for flexible remuneration that may be paid to the CEO is 75% of basic salary. For other leading executives the flexible remuneration can amount to a maximum of 50% of basic salary. In 2018, flexible remuneration to leading executives was between 0-23% (18-27).
Other benefits
Other benefits consist of benefits for cars and insurance.
Share-based compensation
The 2017 shareholders' general meeting made a decision to offer an incentive plan for the company's employees to the effect that a maximum of five million (5,000,000) stock options can be issued, with each stock option providing entitlement to subscribe to one (1) share in the company. Subscription to the stock options was to take place no later than December 31, 2017, with the board having the right to extend the subscription period. Subscription through the exercising of stock options may take place during the period June 1, 2020 until June 30, 2020. The subscription price for the options has been set at SEK 0.06 and the subscription price for the shares at SEK 5.40. At the end of the fullyear period, 1,630,000 options have been subscribed, corresponding to 33% of total stock options; this was after the options subscribed by employees, including the former CEO, had been bought back. Assuming that all stock options are exercised to subscribe to new shares, the number of shares in the company will increase by 1,630,000 shares.
The nominal value of one share is SEK 0.03.
The weighted average actual value for options that were allocated in 2017 was established with the help of an external valuer and the Black & Scholes valuation model and amounts to SEK 0.06 per option. Important input data in the model are the volume-weighted average share price during the period May 17, 2017 to May 31, 2017 of SEK 2.70, the above redemption price, volatility of approximately 40%, an expected option term of approximately 2.8 years and an annual riskfree interest rate of 0.53%. The volatility measured as a standard deviation for expected return on share price is based on a statistical analysis of daily share prices over the last 7 years. No cost has been reported in the income statement since the allocated options have been paid for by employees.
The subscription price corresponded to 200% of the volume-weighted average price at the time of valuation.
Pensions
The retirement age for the CEO is 65. Pension premiums shall amount to a maximum of 25% of the fixed salary from the parent company. For other leading executives the retirement age is also 65. According to the pension agreement, the pension premium is calculated in accordance with a scale based on age and salary. For the highest current age interval, the premium totals 6 % of the pension-based salary up to 7.5 base amounts, 39% of the pension-based salary between 7.5 and 20 base amounts and 21% of the pension-based salary for salaries over 20 base amounts.
Severance pay
There is a mutual period of six months' notice for the company and the CEO. Severance pay of six monthly salaries will also be paid if the CEO is given notice by the company. A severance payment of six monthly salaries was paid to the former CEO during 2018. A period of notice of 3-6 months is applicable for the company and other leading executives. No severance pay is paid for other leading executives.
Change in control
There are no agreements between the company and its employees, with the exception of the employment contracts commented on above, under which compensation must be paid to employees if their employment is terminated as a result of a public takeover bid.
Preparation and decision-making process
The compensation committee is assigned to consider issues related to salaries, pension conditions, incentive plans and other terms and conditions of employment for the executive. In 2018 the committee focused primarily on remuneration to the CEO and leading executives, including incentive plans. The board makes decisions on remuneration to the CEO, based on the recommendations of the compensation committee within the framework of guidelines decided at the AGM. Remuneration to other leading executives has been decided by the CEO following consultation with the compensation committee and the board. At the AGM in 2018 guidelines were adopted for the determination of salaries and other remuneration to the CEO and other leading executives.
52 | NOTES (GROUP)
NOTE 6- AUDITORS' REMUNERATION
| 2018 | 2017 | |
|---|---|---|
| Ernst & Young | ||
| Audit assignment | 1,064 | 906 |
| Auditing activities in addition to the audit assignment | 94 | 78 |
| Tax consulting | 271 | 139 |
| Other assignments | 110 | 200 |
| Total | 1,539 | 1,323 |
| PwC | ||
| Advising | 0 | 54 |
| Total | 0 | 54 |
| TOTAL | 1,539 | 1,377 |
NOTE 7 - OPERATIONAL LEASING AGREEMENTS
| 2018 | 2017 | |
|---|---|---|
| Leasing costs during the year | 3,970 | 2,244 |
| Total | 3,970 | 2,244 |
| Nominal value of agreed future leasing charges: | ||
| Due for payment within 1 year | 1,927 | 1,939 |
| Due for payment after 1 year, but within 5 years | 1,181 | 3,750 |
| Due for payment after 5 years | - | - |
| Total | 3,108 | 5,690 |
Operational leasing agreements mainly refer to office rent
Impact of IFRS 16 on opening balance, 2019
| Opening balance | 2019 | |
|---|---|---|
| Operational leasing commitment on December 31, 2018 | 3,108 | |
| Discount with application of average borrowing rate of 3% | -1,251 | |
| Liabilities for financial leasing agreements on December 31, 2018 | - | |
| Contracts in respect of short-term leasing recognized as expenses | - | |
| Contracts in respect of leasing of low-value assets recognized as expenses | -220 | |
| Adjustment in respect of options to extend or termination clauses | 7,196 | |
| Variable leasing charges attributable to indexes or tariffs | 348 | |
| Leasing liability on January 1, 2019 | 9,180 |
NOTE 8 - FINANCIAL INCOME AND EXPENSES
| 2018 | 2017 | |
|---|---|---|
| Interest income | 5 | 15 |
| Total | 5 | 15 |
| Interest expenses | 2 | 10 |
| Exchange rate losses | 592 | 1,669 |
| Other | 18 | |
| Total | 612 | 1,679 |
NOTE 9 - INCOME TAX AND DEFERRED TAX ASSETS
| Tax expense for the year | 2018 | 2017 |
|---|---|---|
| Current tax on profit/loss for the year | -728 | - |
| Change in deferred tax | -893 | -7,094 |
| Tax expense | -1,622 | -7,094 |
| Reconciliation of effective tax | 2018 | 2017 |
|---|---|---|
| Profit/loss before tax | -18,832 | -10,337 |
| Tax calculated according to current tax rate for the parent company | 4,143 | 2,274 |
| Tax effect of non-deductible expenses/non-taxable revenues | -364 | -19 |
| Tax effect of items reported in equity | - | 16 |
| Effect of changed tax rate | -354 | - |
| Increase/decrease in deferred tax asset | - | -6,600 |
| Tax loss carryforwards for which deferred tax asset not reported | -4,683 | -2,765 |
| Tax relating to previous years | -364 | - |
| Tax expense | -1,622 | -7,094 |
Tax on group profit before tax differs from the theoretical amount that would have resulted from a weighted average tax rate in the consolidated companies as above.
The parent company has a deferred tax asset in respect of the future utilization of tax loss carryforwards amounting to SEK 6,180 thousand (6,600). The company has performed an assessment in respect of the calculation of the deferred tax asset and bases the calculation on a cautious assessment of future foreseeable taxable earnings. Results during the latest years have been negatively impacted by changes in market situation and changes in organization. The companies revised strategy and the assessed market situation points at positive results in coming periods, whereby the company sees convincing reasons for accounting for tax losses carry forward.
There are no temporary differences to take into consideration in the parent company.
| Deferred tax assets | 2018 | 2017 |
|---|---|---|
| Deferred tax assets | 5,213 | 6,106 |
| Reported value | 5,213 | 6,106 |
| Specification of change in deferred tax asset: | 2018 | 2017 |
| Opening reported value | 6,106 | 13,200 |
| Effect of changed tax rate | -420 | - |
| Change in deferred tax | - | -6,600 |
| Change in deferred tax liability | -473 | -494 |
| Closing reported value of deferred tax asset | 5,213 | 6,106 |
Tax on group profit before tax differs from the theoretical amount that would have resulted from a weighted average tax rate in the consolidated companies as above.
The parent company has a deferred tax asset in respect of the future utilization of tax loss carryforwards amounting to SEK 6,180 thousands (6,600). The company has performed an assessment in respect of the calculation of the deferred tax asset and bases the calculation on a cautious assessment of future foreseeable taxable earnings.
There are no temporary differences to take into consideration in the parent company.
NOTE 10 - EARNINGS PER SHARE
Before dilution
Earnings per share before dilution is calculated by dividing earnings attributable to parent company shareholders by a weighted average number of outstanding common shares during the period, excluding repurchased shares of the parent company.
| 2018 | 2017 | |
|---|---|---|
| Profit/loss attributable to parent company shareholders (SEK thousands) | -20,454 | -17,431 |
| Weighted average number of outstanding common shares (thousands) | 360,231 | 360,231 |
| Earnings per share before dilution (SEK per share), remaining operation | -0.06 | -0.06 |
| Earnings per share before dilution (SEK per share), total operation | -0.06 | -0.05 |
Earnings per share after dilution
To calculate profit/loss per share after dilution, the weighted average number of outstanding common shares is adjusted for the dilution effect of all potential ordinary shares. The parent company only has one category of potential ordinary shares with a dilution effect, i.e. share options.
For share options a calculation is made for the number of shares that could have been purchased at real value (calculated as the average market price for the parent company shares), for an amount corresponding to the monetary value of the subscription rights linked to the outstanding share options.
The number of shares as per the above is compared with the number of shares that would have been issued on the assumption that the share options were utilized. If outstanding stock option programs were redeemed in their entirety, the maximum dilution would amount to 5,000,000 shares.
Since the profit/loss is negative for 2018 and 2017, outstanding stock options have not been considered in the calculation below.
| 2018 | 2017 | |
|---|---|---|
| Earnings attributable to parent company shareholders | -20,454 | -17,431 |
| Weighted average number of outstanding common shares (thousands) | 360,231 | 360,231 |
| Weighted average number of common shares for calculation of earnings per share after dilution (thousands) |
360,231 | 360,231 |
| Earnings per share after dilution (SEK per share), remaining operation | -0.06 | -0.06 |
| Earnings per share after dilution (SEK per share), total operation | -0.06 | -0.05 |
NOTE 11 - RISK FACTORS
Precise Biometrics is exposed to a number of risks that arise primarily in connection with the company's buying and selling foreign currency, as changes in exchange rates affect the company's earnings and cash flows. The company is also exposed to credit risk, liquidity risk and capital risk. The board adopts policies for risk management, which are set out in the company's Economic and Finance Policy.
Currency exposure risk
Precise Biometrics' currency exposure includes both transaction and translation exposure. Transaction exposure arises because sales and purchases take place in different currencies. The company is exposed to currency risks through its business, as a significant proportion of revenues are generated in foreign currencies, primarily USD, while the majority of the company's expenses are in Swedish kronor. This means that changes in exchange rates affect the company's earnings and cash flows. In order to reduce exposure, a policy has been adopted that allows hedging in accordance with a predetermined model which involves a hedging of forecast net flow to the order of approximately 50 per cent. Before hedging takes place, the costs of this shall also be taken into account. Translation exposure is normally not hedged. In 2018, hedging activities were carried out via forward contracts. Forward contracts are valued at fair value via the income statement. See also Note 18 in the notes for the group.
Sensitivity analysis
If SEK had weakened/strengthened by 10% in relation to USD and all other variables had remained constant, earnings for the year for 2018 would have been approximately SEK 5,100 thousand (4,500) higher/ lower. The corresponding effect on equity calculated as 10% of Precise Biometrics Inc.'s equity corresponds to SEK 24 thousand (2,980).
Capital risk
The company has a capital risk if the company does not generate a profit and an underlying cash flow, but is dependent on new capital from shareholders or taking out loans. This risk is monitored continuously through the company's internal controls and reporting, as well as the limits defined by the board. Nor is there any guarantee that new capital can be acquired if the need should arise, or that such capital can be acquired on favorable terms.
Credit risk
The risk that the company's customers fail to pay accounts receivable is a customer credit risk. In order to limit this, the company applies a credit policy and outstanding accounts receivable are monitored very closely on an ongoing basis. In the event of uncertainties regarding credit ratings, payment in advance shall be required and no new orders shall be delivered if a customer has significant overdue accounts receivable.
Liquidity risk
The board and the executive monitor the liquidity situation closely in order to make sure that adequate liquidity is available to meet the needs of operating activities.
Forecasting problems
The company operates in a rapidly changing market. Revenues have largely consisted of royalties based on customer utilization. The products for smart cards and mobile phones have long sales processes and the advanced issue or postponement of an order can have a significant impact on net sales and earnings, which makes forecasting very difficult.
Cash flow
The company strives to minimize the time capital is tied up, primarily in accounts receivable. To minimize the possible impact of capital being tied up, the company works actively to follow up on outstanding accounts receivable.
NOTE 12 - FIXED ASSETS
| EQUIPMENT AND TOOLS | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 5,991 | 12,981 |
| Additions during the year | 421 | 605 |
| Business combinations | - | 119 |
| Assets sold/retired | -3,991 | -7,715 |
| Closing acquisition value | 2,421 | 5,991 |
| Opening accumulated amortization | -4,189 | -10,850 |
| Amortization for the year | -452 | -792 |
| Assets sold/retired | 3,138 | 7,453 |
| Closing accumulated amortization | -1,503 | -4,189 |
| Opening accumulated write-downs | -846 | -846 |
| Write-downs for the year | 0 | 0 |
| Assets sold/retired | 846 | 0 |
| Closing accumulated write-downs | 0 | -846 |
| Book value | 918 | 956 |
Comments on the note:
Amortization is included in the items Selling, Administration and R&D expenses in the income statement.
NOTE 13 - INTANGIBLE ASSETS
| CAPITALIZED DEVELOPMENT EXPENSES | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 39,001 | 36,033 |
| Additions during the year | 10,970 | 8,501 |
| Retirements/sales | -19,084 | - |
| Assets sold | - | -5,533 |
| Closing acquisition value | 30,887 | 39,001 |
| Opening accumulated amortization | -24,014 | -23,349 |
| Amortization for the year | -6,495 | -3,180 |
| Sales/disposals | 18,552 | - |
| Assets sold | - | 2,515 |
| Closing accumulated amortization | -11,957 | -24,014 |
| Opening accumulated write-downs | -531 | -2,249 |
| Write-downs for the year | -932 | - |
| Sales/disposals | 531 | - |
| Assets sold | - | 1,718 |
| Closing accumulated write-downs | -932 | -531 |
| Book value | 17,998 | 14,456 |
| PATENTS | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 12,701 | 11,563 |
| Business combinations | 0 | 1,138 |
| Sales/disposals | -11,563 | - |
| Closing acquisition value | 1,138 | 12,701 |
NOTES (GROUP) | 57
| Opening accumulated amortization | -11,633 | -11,563 |
|---|---|---|
| Amortization for the year | -76 | -70 |
| Sales/disposals | 11,564 | - |
| Closing accumulated amortization | -145 | -11,633 |
| Book value | 993 | 1,068 |
| CAPITALIZED DATA EXPENSES | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 4,610 | 4,214 |
| Additions during the year | 0 | 396 |
| Sales/disposals | -4,214 | - |
| Closing acquisition value | 396 | 4,610 |
| Opening accumulated amortization | -4,214 | -4,214 |
| Amortization for the year | -79 | - |
| Closing accumulated amortization | -79 | -4,214 |
|---|---|---|
| Book value | 317 | 396 |
| GOODWILL | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 23,425 | - |
| Business combinations | - | 23,425 |
| Closing acquisition value | 23,425 | 23,425 |
Sales/disposals 4,214 -
| OTHER INTANGIBLE ASSETS (DATABASE AND CUSTOMERS) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 6,637 | - |
| Business combinations | - | 6,637 |
| Closing acquisition value | 6,637 | 6,637 |
| Opening accumulated amortization | -677 | 0 |
| Amortization for the year | -738 | -677 |
| Closing accumulated amortization | -1,415 | -677 |
| Book value | 5,223 | 5,961 |
| TOTAL BOOK VALUE | 47,955 | 45,306 |
Comments to the note:
When calculating useful value, future cash flows were discounted at a rate of 25% before tax. Amortization of capitalized development expenses and acquired intangible assets is included in the item Cost of goods sold.
The amount for amortization in 2017 of capitalized development expenses includes amortization of SEK 660 thousand belonging to the Mobile Smart Card Solutions business area (Tactivo).
Impairment test of goodwill
Every year the group investigates whether there is a need to write down goodwill. Goodwill and intangible assets with an indeterminate useful life have been allocated to the cash-generating unit (CGU) that is the company as a whole. The recoverable value for the CGU has been determined by calculating the utility value, which requires certain assumptions to be made with regard to, among other things, sales and gross margin. These calculations are based on cash flow forecasts, which are based on financial forecasts estimated by management for the next five years. A growth rate of 2% is used for subsequent years.
The discount rate has been defined based on a calculated "Weighted Average Cost of Capital" (WACC) before tax of 27% and after tax of 25%. The calculation of WACC was affected by the negative cash flow.
Sensitivity analysis
A sensitivity analysis was conducted, the result of which is that if the WACC is 26% instead, the recoverable value will fall by 7%. If EBITA is assumed to be 5% lower than the company's expectations, the recoverable value would fall by 11%. None of these hypothetical assumptions would result in a need to write down.
NOTE 14 - ACCOUNTS RECEIVABLE
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Accounts receivable - invoiced | 18,691 | 13,518 |
| Accounts receivable - not invoiced | 2,265 | |
| Reserve for credit risk | -1,289 | -412 |
| Total | 19,667 | 13,106 |
As of December 31, 2018 accounts receivable amounting to SEK 11,766 thousand (6,098) were due. There is a write-down for accounts receivable amounting to SEK 1,289 thousand (412), but apart from these there are not considered to be any write-down requirements for accounts receivable that are due. These relate to a number of independent customers who have not previously had any payment difficulties.
| The aging analysis of all accounts receivable is shown below: | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Not due | 9,190 | 7,007 |
| Less than 3 months | 9,538 | 5,497 |
| 3 to 6 months | 1,765 | 859 |
| Of which written down | -826 | -261 |
| More than 6 months | 463 | 154 |
| Of which written down | -463 | -151 |
| Total | 19,667 | 13,106 |
The maximum exposure for credit risk on the balance sheet date is the actual value for every category of receivables. The group has no collateral as security.
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Doubtful receivables at beginning of year | -412 | -576 |
| Bad debt confirmed | 0 | 425 |
| Reversal of reserve for credit risk | 14 | |
| Reserve for credit risk | -879 | -261 |
| Currency effect | -12 | |
| Total | -1,289 | -412 |
| The reported amounts for each currency for the group's accounts receivable are as follows: | 12/31/2018 | 12/31/2017 |
| SEK | 904 | 1,029 |
| USD | 2,421 | 1,318 |
EUR 16 166
NOTE 15 - PREPAID EXPENSES AND ACCRUED INCOME
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Accrued income | - | 1,413 |
| Prepaid patent charges | - | 424 |
| Prepaid rent for premises | 474 | - |
| Other items | 1,086 | 1,431 |
| Total | 1,560 | 3,269 |
NOTE 16 - OTHER PROVISIONS
| WARRANTY PROVISIONS | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Provision at beginning of year | 198 | 198 |
| Change in warranty reserve during the year | -198 | - |
| Provision at end of year | 0 | 198 |
Previous years' provisions for expected guarantee claims in respect of goods sold within the sold Mobile Smart Card Solutions (Tactivo) business area have been reversed and reported in the line profit/loss after tax from discontinued operation.
NOTE 17 - ACCRUED EXPENSES AND PREPAID INCOME
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Prepaid income | 11,736 | 21,961 |
| Accrued vacation pay | 2,620 | 3,255 |
| Payroll overhead and other taxes | 5,964 | 1,559 |
| Other accrued expenses | 6,565 | 11,086 |
| Total | 26,885 | 37,860 |
NOTE 18 - FINANCIAL INSTRUMENTS
| 12/31/2018 | 12/31/2017 | |||
|---|---|---|---|---|
| Fair value | Book value | Fair value | Book value | |
| Financial assets | ||||
| Financial assets valued at the accrued cost of acquisition | ||||
| Accrued income | 0 | 0 | 1,413 | 1,413 |
| Accounts receivable | 19,667 | 19,667 | 13,106 | 13,106 |
| Other receivables | 3,931 | 3,931 | 2,358 | 2,358 |
| Cash & cash equivalents | 79,543 | 79,543 | 116,955 | 116,955 |
| Total | 103,141 | 103,141 | 133,832 | 133,832 |
| Financial liabilities | ||||
| Financial liabilities at real value via the income statement | ||||
| Derivatives | 182 | 182 | 620 | 620 |
| Financial liabilities valued at the accrued cost of acquisition | ||||
| Accounts payable | 4,589 | 4,589 | 3,349 | 3,349 |
| Other liabilities | 1,831 | 1,831 | 2,405 | 2,405 |
| Other accrued expenses | 6,383 | 6,383 | 10,466 | 10,466 |
| Total | 12,986 | 12,986 | 16,840 | 16,840 |
Derivatives consist of forward currency contracts and are used for hedging purposes. These are valued according to level 2. The fair value with respect to other financial assets and liabilities corresponds in all material respects with the carrying amount in the balance sheet. The balance sheet item Cash & cash equivalents only includes bank balances at both the beginning and end of the year.
NOTE 19 - DISCONTINUED OPERATION
On June 21, 2017 Precise Biometrics announced that the company had concluded an agreement with IDENTOS GmbH on the takeover of the Mobile Smart Card Solutions business area, which includes the business operation involving smart card readers under the Tactivo brand. The transaction was completed as planned on January 1, 2018 and Identos took over the development of new smart card readers under the Tactivo brand, patents, trade mark rights, manufacturing, sales and customer support.
As of June 30, 2017 assets belonging to Mobile Smart Card Solutions (Tactivo) were reclassified and reported as assets held for sale and profit/loss from a discontinued operation.
Precise Biometrics will receive commissions from Identos GmbH for the years 2018-2020. Future commission revenues will be calculated quarterly on the basis of data received from Identos GmbH, and as such the trend in commission revenues is an item that must be evaluated by management and can vary over time. Previous provisions for expected guarantee claims in respect of goods sold within the sold Mobile Smart Card Solutions business area (Tactivo) have been reversed and reported in the line for Assets sold/reversals in the table below.
| Income statement (SEK thousands) | 2018 | 2017 |
|---|---|---|
| Sales | - | 13,203 |
| Variable purchase price | 3177 | - |
| Expenses | - | -7,940 |
| Assets sold/reversals of reserves | -1,444 | - |
| Profit/loss before tax from discontinued operation | 1,733 | 5,263 |
| Balance sheet (SEK thousands) | 2018 | 2017 |
| Capitalized development expenses | 1,301 | |
| Tools | 261 | |
| Inventories | - | |
| Total assets held for sale | - | 1,562 |
NOTE 20 - BUSINESS COMBINATIONS
Below is a description of the business combination completed by the group in 2017.
NexID Biometrics Inc.
On February 9, 2017 Precise Biometrics AB acquired the assets and liabilities of NexID Biometrics Inc. With this acquisition, Precise Biometrics extended its software offering to include liveness detection, which further improves the security of fingerprint recognition. The acquisition reinforces the company's position as the leader in the field of fingerprint software and creates further opportunities for growth in the rapidly expanding market for fingerprint technology.
The purchase price amounted to SEK 31,360 thousand and was paid in cash. The goodwill that arose in connection with the acquisition relates to the company's strong position in the field of liveness detection.
The assets and liabilities from the acquisition are predominantly recorded (98%) in the parent company's balance sheet. Depreciation of identifiable fixed assets takes place on a straight-line basis over between 5 and 15 years. Acquisition costs totaling SEK 1,071 thousand have been capitalized in the parent company, and goodwill in the parent company therefore increased to SEK 24,496 thousand. Goodwill in the parent company is written off over ten years in accordance with its expected useful life.
| Acquisition analysis | SEK thousands | |
|---|---|---|
| Impact on cash & cash equivalents | ||
| Purchase price | 31,360 | |
| Fair value of identifiable assets in NexID on the acquisition date | ||
| Intangible assets | 7,776 | |
| - of which patents | 1,138 | |
| - of which software | 1,619 | |
| - of which database | 4,276 | |
| - of which customer relations | 743 | |
| Tangible assets | 119 | |
| Inventories | 40 | |
| Total assets | 7,935 | |
| Goodwill | 23,425 | |
| Purchase price | 31,360 |
NOTE 21 - IMPORTANT EVENTS SINCE THE END OF THE YEAR
There have been no important events after the end of the fiscal year.
PARENT COMPANY'S INCOME STATEMENT
Amounts in SEK thousands
| Note | 2018 | 2017 | |
|---|---|---|---|
| Net sales | 2,9,22 | 66,940 | 68,735 |
| Cost of goods and services sold | 2,22 | -12,372 | -14,061 |
| Gross profit | 54,568 | 54,674 | |
| Selling expenses | -27,593 | -30,025 | |
| Administration expenses | -15,592 | -14,140 | |
| R&D expenses | -32,850 | -26,398 | |
| Other operating income/expenses | 659 | -5,487 | |
| 2,3,4,5,6,7,22 | -75,376 | -76,049 | |
| Operating profit/loss | -20,808 | -21,375 | |
| Profit/loss from participations in group companies | 10 | -1,909 | 10,700 |
| Interest income and similar income statement items | 11 | 1,905 | 9 |
| Interest expenses | 11 | -2 | -1,799 |
| -6 | 8,910 | ||
| Profit/loss before tax | -20,814 | -12,465 | |
| Tax | 8 | -420 | -6,600 |
| Profit/loss for the year | -21,234 | -19,065 |
PARENT COMPANY'S STATEMENT OF COMPREHENSIVE INCOME
| Profit/loss for the year | -21,234 | -19,065 |
|---|---|---|
| Other comprehensive income for the year | -21,234 | -19,065 |
PARENT COMPANY'S BALANCE SHEET
Amounts in SEK thousands
| ASSETS | Note | 12/31/2018 | 12/31/2017 |
|---|---|---|---|
| Fixed assets | |||
| Fixed assets | 12 | 647 | 1,037 |
| Intangible assets | 13 | 44,332 | 45,433 |
| Financial assets | 14 | 8,949 | 9,819 |
| Total fixed assets | 53,928 | 56,289 | |
| Current assets | |||
| Accounts receivable | 15 | 19,276 | 11,133 |
| Other receivables | 16 | 3,931 | 2,340 |
| Prepaid expenses and accrued income | 16 | 1,488 | 3,186 |
| Cash/Bank | 20 | 78,016 | 115,283 |
| Total current assets | 102,712 | 131,942 | |
| TOTAL ASSETS | 156,640 | 188,231 | |
| EQUITY & LIABILITIES | |||
| EQUITY | |||
| Share capital | 10,807 | 10,807 | |
| Statutory reserve | 1,445 | 1,445 | |
| Reserve for development expenses | 17,246 | 12,022 | |
| Total restricted equity | 29,498 | 24,274 | |
| Share premium reserve | 73,738 | 73,738 | |
| Retained earnings | 39,912 | 64,297 | |
| Profit/loss for the year | -21,234 | -19,065 | |
| Total non-restricted equity | 92,416 | 118,969 | |
| Total equity | 121,913 | 143,243 | |
| Provisions | |||
| Other provisions | 18 | - | 103 |
| Total provisions | - | 103 | |
| Current liabilities | |||
| Accounts payable | 19 | 4,589 | 3,156 |
| Due to affiliated companies | 1,871 | 1,775 | |
| Other current liabilities | 19 | 1,831 | 2,405 |
| Accrued expenses and deferred income | 19 | 26,436 | 37,548 |
| Total current liabilities | 34,727 | 44,885 | |
| TOTAL EQUITY AND LIABILITIES | 156,640 | 188,231 |
PARENT COMPANY'S CASH FLOW STATEMENT
Amounts in SEK thousands
| Note | 2018 | 2017 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Operating profit/loss | -20,808 | -21,375 | |
| Reversal depreciation and write-downs | 11,132 | 6,918 | |
| Net financial items | 11 | 1,903 | -1,790 |
| Adjustments for items not included in cash flow | 126 | ||
| Cash flow from operating activities before change in working capital | -7,647 | -16,247 | |
| Cash flow from changes in working capital | |||
| Change in inventories | - | 1,576 | |
| Change in current receivables | -8,036 | 39,736 | |
| Change in provisions | -103 | - | |
| Change in current liabilities | -10,158 | 11,248 | |
| -18,297 | 52,561 | ||
| Cash flow from operating activities | -25,944 | 36,314 | |
| Business combinations | 21 | -32,431 | |
| Investment in fixed assets | -257 | -499 | |
| Investment in intangible assets | -10,970 | -8,897 | |
| Cash flow from investing activities | -11,227 | -41,827 | |
| Option program | -96 | 0 | |
| Cash flow from financing activities | -96 | 0 | |
| Net cash flow for the year | -37,267 | -5,513 | |
| Cash & cash equivalents at beginning of year | 115,283 | 120,796 | |
| Cash & cash equivalents at end of year1) | 78,016 | 115,283 |
Adjustments for items not included in cash flow consist of depreciation and write-downs.
There are no interest-bearing liabilities in either 2018 or 2017, so there is no need to specify a change between the years.
1) The balance sheet item Cash & cash equivalents only includes bank balances at both the beginning and end of the year.
CHANGE IN EQUITY THE PARENT COMPANY
Amounts in SEK thousands
| RESTRICTED EQUITY | UNRESTRICTED EQUITY | |||||
|---|---|---|---|---|---|---|
| Share capital | Statutory reserve |
Reserve for develop ment expenses |
Premium fund | Retained earn ings |
Total equity | |
| Opening balance as of January 1, 2017 | 10,807 | 1,445 | 4,840 | 73,838 | 71,178 | 162,108 |
| Comprehensive income | ||||||
| Profit/loss for the year | - | - | - | - | -19,065 | -19,065 |
| Other comprehensive income | ||||||
| Total comprehensive income | - | - | - | - | -19,065 | -19,065 |
| Transactions with shareholders | ||||||
| New share issue expenses | - | - | - | -100 | - | -100 |
| Capitalized development expenses | 8,501 | -8,501 | 0 | |||
| Release as a consequence of amortization of development expenses for the year |
-1,319 | 1,319 | 0 | |||
| Issue of subscription rights | - | - | - | - | 300 | 300 |
| Total transactions with shareholders | 0 | 0 | 7,181 | -100 | -6,882 | 200 |
| Closing balance as of December 31, 2017 | 10,807 | 1,445 | 12,022 | 73,738 | 45,232 | 143,243 |
| Opening balance as of January 1, 2018 | 10,807 | 1,445 | 12,022 | 73,738 | 45,232 | 143,243 |
| Comprehensive income | ||||||
| Profit/loss for the year | - | - | - | - | -21,234 | -21,234 |
| Other comprehensive income | ||||||
| Total comprehensive income | - | - | - | - | -21,234 | -21,234 |
| Transactions with shareholders | ||||||
| Capitalized development expenses | 10,969 | -10,969 | 0 | |||
| Release as a consequence of amortization of | -5,745 | 5,745 | 0 | |||
| development expenses for the year | ||||||
| Payment for buy-back of options | -96 | -96 | ||||
| Total transactions with shareholders | 0 | 0 | 5,224 | 0 | -5,320 | -96 |
| Closing balance as of December 31, 2018 | 10,807 | 1,445 | 17,246 | 73,738 | 18,678 | 121,913 |
NOTES (PARENT COMPANY)
- NOTE 1 GENERAL ACCOUNTING POLICIES
- NOTE 2 REVENUE ALLOCATION
- NOTE 3 COSTS ALLOCATED PER TYPE
- NOTE 4 EMPLOYEES AND PERSONNEL EXPENSES
- NOTE 5 REMUNERATION TO LEADING EXECUTIVES
- NOTE 6 AUDITORS' REMUNERATION
- NOTE 7 OPERATIONAL LEASING AGREEMENTS
- NOTE 8 INCOME TAX AND DEFERRED TAX ASSETS
- NOTE 9 PURCHASES AND SALES BETWEEN COMPANIES IN THE GROUP
- NOTE 10 PROFIT/LOSS FROM PARTICIPATIONS IN GROUP COMPANIES
- NOTE 11 FINANCIAL INCOME AND EXPENSES
- NOTE 12 TANGIBLE ASSETS
- NOTE 13 INTANGIBLE ASSETS
- NOTE 14 FINANCIAL ASSETS
- NOTE 15 ACCOUNTS RECEIVABLE
- NOTE 16 PREPAID EXPENSES AND ACCRUED INCOME
- NOTE 17 EQUITY
- NOTE 18 OTHER PROVISIONS
- NOTE 19 ACCRUED EXPENSES AND PREPAID INCOME
- NOTE 20 FINANCIAL INSTRUMENTS
- NOTE 21 BUSINESS COMBINATIONS
- NOTE 22 TRANSACTIONS WITH AFFILIATES
- NOTE 23- PROPOSED DISTRIBUTION OF EARNINGS
NOTE 1 - GENERAL ACCOUNTING POLICIES
GENERAL
The parent company applies the same accounting policies as the group except in the cases specified in the section entitled 'The parent company's accounting policies'.
THE PARENT COMPANY'S ACCOUNTING POLICIES
The parent company's financial statements have been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Annual Reporting Board's recommendation RFR 2, Accounting for Legal Entities. This means that the parent company, in its financial statements, applies all of the EU-approved IFRS and statements as far as is possible within the framework of the Swedish Annual Accounts Act and with due regard to the relationship between accounting and taxation.
The parent company is reported in accordance with RFR 2, which means that the effect of the discontinued operation is reported in a note.
The recognition and measurement policies applied in the Annual Report for 2017 have also been used in this annual report, with the exception of the application of new accounting standards, as described under the general accounting policies for the group. Unless otherwise stated, all amounts are given in SEK thousands, and unless otherwise stated amounts in parentheses refer to the previous fiscal year.
Leasing
IFRS 16 will not be applied by the parent company. The exception in RFR 2 relating to leasing agreements will instead be applied as of January 1, 2019.
NOTE 2 - REVENUE ALLOCATION
Financial instruments
IFRS 9 is not applied in the parent company. The parent company applies the items described in RFR 2 instead (IFRS 9 Financial Instruments, paras. 3-10).
Intangible assets
The value of the goodwill arising from the acquisition of NexID Biometrics Inc. (acquisition of assets and liabilities) is written off over the estimated useful life, which is ten years.
Financial assets
Shares and participations in subsidiaries are reported at the acquisition value, after deductions for depreciation. The acquisition value is included in acquisition-related costs. Dividends received are reported as financial revenues. Dividends that exceed the subsidiary's comprehensive income for the period, or that result in the book value of the holding's net assets in the consolidated financial statements being less than the book value of the participations, are an indication that there is a write-down requirement.
Acquisition costs related to the acquisition of NexID Biometrics Inc., which was completed in 2017, have been capitalized in the parent company and increased the amount of goodwill. This item was recognized as an expense in the group.
When there is an indication that shares and participations in a subsidiary have diminished in value, an estimate is made of the recovery value. A write-down is reported if this is lower than the reported value. Write-downs are reported in the item Results from participations in group companies.
The parent company has three (three) major customers that account for more than 10% of net sales. Revenues from these customers amount to 36% (42%) of net sales.
| 2018 | 2017 | |
|---|---|---|
| Revenue type | ||
| Royalties | 18,020 | 11,320 |
| Licenses | 36,952 | 34,014 |
| Support & Maintenance | 9,544 | 8,304 |
| Other | 2,423 | 15,098 |
| Total | 66,940 | 68,735 |
| Region/Country | ||
| Europe | 11,992 | 10,123 |
| - of which Sweden | 6,206 | 6,014 |
| Asia | 40,820 | 42,112 |
| - of which China | 13,202 | 18,097 |
| - of which Taiwan | 9,993 | 11,857 |
| US | 14,128 | 14,986 |
| Latin America/MEA | 0 | 1,514 |
| Total | 66,940 | 68,735 |
| Timing of revenue allocation | ||
| Services transferred over time | 46,496 | 42,317 |
| Performance commitment that is fulfilled at a certain time | 20,443 | 26,418 |
| Total | 66,940 | 68,735 |
NOTE 3 - COSTS ALLOCATED PER TYPE
| 2018 | 2017 | |
|---|---|---|
| Employee benefit expenses | 40,061 | 36,612 |
| Cost of purchasing and handling commercial goods | 1,681 | 7,890 |
| Depreciation and write-downs | 11,132 | 6,918 |
| Development expenses | 7,551 | 8,865 |
| Consulting costs | 11,169 | 7,006 |
| Other external expenses 1) | 16,155 | 22,819 |
| Total | 87,748 | 90,110 |
1) This item includes exchange rate gains/losses.
NOTE 4 - EMPLOYEES AND PERSONNEL EXPENSES
| Gender balance | 2018 | 2017 | ||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Precise Biometrics AB, Sweden | 23 | 4 | 24 | 6 |
| 23 | 4 | 24 | 6 | |
| Gender balance in corporate management | 2018 | 2017 | ||
| Proportion of women | ||||
| Board of directors | 33% | 33% | ||
| CEO and other leading executives | 0% | 0% | ||
| Salaries and remunerations are allocated as follows: | 2018 | 2017 | ||
| Board and CEO, Sweden | ||||
| Salaries and other remuneration | 4,628 | 4,321 | ||
| Pension expenses | 388 | 510 | ||
| Payroll overhead, including payroll tax | 1,353 | 1,482 | ||
| Total | 6,369 | 6,313 | ||
| Others, Sweden | ||||
| Salaries and other remuneration | 22,378 | 21,929 | ||
| Pension expenses | 4,264 | 3,987 | ||
| Payroll overhead, including payroll tax | 7,881 | 6,723 | ||
| Total | 34,523 | 32,639 | ||
| TOTAL | 40,891 | 38,952 |
NOTE 5 - REMUNERATION TO LEADING EXECUTIVES
Principles
Remuneration is paid to the Chairman of the Board and board members in accordance with the decision of the AGM. Until Stefan K. Persson took up the post of CEO, the Chairman of the Board had a consultancy assignment as acting Chairman of the Board and received remuneration for this.
Remuneration to the CEO and other leading executives consists of their basic salary, flexible remuneration, pension benefits and other benefits. In addition to the six-month period of notice, severance pay for six months is also paid if notice is served by the company. Håkan Persson resigned as CEO on 1/15/2018. The severance payment charged to the 2018 accounts was in the order of SEK 1.4 million. During the period 1/16/2018 until 7/31/2018, CFO Göran Thuresson took on the role of interim CEO. Stefan K Persson took up the post of new CEO on 1/8/2018.
The Chairman of the Board had a consulting assignment as acting Chairman of the Board in the company until the new CEO took up his position, which took place on August 1, 2018. The compensation level for the assignment was based on market conditions, and the cost to the company during the full-year period totaled SEK 1,629 thousand (0). Another board member had a consulting assignment, which started and ended during the first quarter of 2018. The compensation level for the assignment was based on market conditions and totaled SEK 42 (0) thousand.
Other leading executives refers to the people, who together with the CEO, make up group management. There was an average of five (four) leading executives during the year. For the composition of corporate management, see the section entitled 'Management' in the annual report.
The distribution between basic salary and flexible remuneration shall be in proportion to the executive's level of responsibility and authority. For the CEO, flexible remuneration is set at a maximum of 75% of basic salary. For other leading executives, flexible remuneration is a maximum of 50% of basic salary.
For additional information, see Note 5 in the notes for the group.
NOTE 6 - AUDITORS' REMUNERATION
| 2018 | 2017 | |
|---|---|---|
| Ernst & Young | ||
| Audit assignment | 953 | 906 |
| Auditing activities in addition to the audit assignment | 94 | 78 |
| Tax consulting | 271 | 139 |
| Other assignments | 110 | 200 |
| Total | 1,428 | 1,323 |
| PwC | ||
| Advising | 0 | 54 |
| Total | 0 | 54 |
| TOTAL | 1,428 | 1,377 |
NOTE 7 - OPERATIONAL LEASING AGREEMENTS
| 2018 | 2017 | |
|---|---|---|
| Leasing costs during the year | 3,815 | 2,147 |
| Total | 3,815 | 2,147 |
| Nominal value of agreed future leasing charges: | ||
| Due for payment within 1 year | 1,561 | 1,786 |
| Due for payment after 1 year, but within 5 years | 6,408 | 3,444 |
| Due for payment after 5 years | 2,228 | - |
| Total | 10,197 | 5,231 |
Operational leasing agreements mainly refer to office rent.
NOTE 8 - INCOME TAX AND DEFERRED TAX ASSETS
| Tax expense for the year | 2018 | 2017 |
|---|---|---|
| Change in deferred tax | -420 | -6,600 |
| Tax expense | -420 | -6,600 |
| Reconciliation of effective tax | 2018 | 2017 |
| Profit/loss before tax | -20,814 | -12,465 |
| Tax calculated according to current tax rate | 4,579 | 2,742 |
| Tax effect of non-deductible expenses/non-taxable revenues | -258 | 2,316 |
| Tax effect of items reported in equity | - | 16 |
| Effect of changed tax rate | -420 | - |
| Reduction of deferred tax asset | - | -6,600 |
| Tax loss carryforwards for which deferred tax asset not reported | -4,321 | -5,074 |
| Tax expense | -420 | -6,600 |
The parent company has a deferred tax asset in respect of the future utilization of tax loss carryforwards amounting to SEK 6,180 thousand (6,600). The company has performed an assessment in respect of the calculation of the deferred tax asset and bases the calculation on a cautious assessment of future foreseeable taxable earnings. There are no temporary differences to take into consideration in the parent company.
| Deferred tax assets | 2018 | 2017 |
|---|---|---|
| Tax loss carryforwards | 6,180 | 6,600 |
| Reported value | 6,180 | 6,600 |
| Specification of change in deferred tax asset: | 2018 | 2017 |
| Opening reported value | 6,600 | 13,200 |
| Effect of changed tax rate | -420 | - |
| Change in deferred tax asset | - | -6,600 |
| Closing reported value of deferred tax asset | 6,180 | 6,600 |
There are tax loss carryforwards for which deferred tax assets have not been reported in the balance sheet amounting to SEK 623,735 thousand (604,093). There is no time limitation for the utilization of tax loss carryforwards.
NOTE 9 - PURCHASES AND SALES BETWEEN COMPANIES IN THE GROUP
Parent company sales to other group companies amounted to SEK 0.0 million (0.2). Purchases from group companies amounted to SEK 6.2 million (10.9). Internal pricing between the parent company and foreign subsidiaries is based on the Transactional Net Margin Method and the profit level is determined in accordance with Return on Sales.
NOTE 10 - PROFIT/LOSS FROM PARTICIPATIONS IN GROUP COMPANIES
| 2018 | 2017 | |
|---|---|---|
| Profit/loss from participations in group companies | -1,909 | 10,700 |
| Total | -1,909 | 10,700 |
NOTE 11 - FINANCIAL INCOME AND EXPENSES
| 2018 | 2017 | |
|---|---|---|
| Interest income | 1 | 9 |
| Exchange rate gains | 1,904 | - |
| Total | 1,905 | 9 |
| Interest expenses | 2 | 10 |
| Exchange rate losses | - | 1,789 |
| Total | 2 | 1,799 |
NOTE 12 - FIXED ASSETS
| Equipment and tools | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 12,075 | 11,576 |
| Additions during the year | 257 | 499 |
| Sales/disposals | -10,320 | - |
| Closing acquisition value | 2,012 | 12,075 |
| Opening accumulated depreciation | -10,192 | -9,445 |
| Depreciation for the year | -362 | -747 |
| Sales/disposals | 9,190 | - |
| Closing accumulated depreciation | -1,364 | -10,192 |
| Opening accumulated write-downs | -846 | -846 |
| Write-downs for the year | 0 | - |
| Sales/disposals | 846 | - |
| Closing accumulated write-downs | 0 | -846 |
| Book value | 647 | 1,037 |
Depreciation is included in the items Selling expenses, Administration expenses and R&D expenses in the income statement.
NOTE 13 - INTANGIBLE ASSETS
| CAPITALIZED DEVELOPMENT EXPENSES | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 42,220 | 33,719 |
| Additions during the year | 10,970 | 8,501 |
| Sales/disposals | -22,303 | - |
| Closing acquisition value | 30,887 | 42,220 |
| Opening accumulated amortization | -24,215 | -21,035 |
| Amortization for the year | -6,495 | -3,180 |
| Sales/disposals | 18,753 | - |
| Closing accumulated amortization | -11,957 | -24,215 |
| Opening accumulated write-downs | -2,248 | -2,248 |
| Write-downs for the year | -932 | - |
| Sales/disposals | 2,248 | - |
| Closing accumulated write-downs | -932 | -2,248 |
| Book value | 17,998 | 15,757 |
| PATENTS | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 9,859 | 8,721 |
| Business combinations | 1,138 | |
| Sales/disposals | -8,721 | |
| Closing acquisition value | 1,138 | 9,859 |
| Opening accumulated amortization | -8,791 | -8,721 |
| Amortization for the year | -76 | -70 |
| Sales/disposals | 8,722 | |
| Closing accumulated amortization | -145 | -8,791 |
| Book value | 993 | 1,069 |
| CAPITALIZED DATA EXPENSES | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 1,368 | 972 |
| Additions during the year | 0 | 396 |
| Sales/disposals | -972 | |
| Closing acquisition value | 396 | 1,368 |
| Opening accumulated amortization | -972 | -972 |
| Amortization for the year | -79 | |
| Sales/disposals | 972 | |
| Closing accumulated amortization | -79 | -972 |
| Book value | 317 | 396 |
| GOODWILL | 12/31/2018 | 12/31/2017 |
| Opening acquisition value | 24,496 | 0 |
| Business combinations | 0 | 24,496 |
| Closing acquisition value | 24,496 | 24,496 |
| Opening accumulated amortization | -2,246 | 0 |
| Amortization for the year | -2,449 | -2,246 |
| Closing accumulated amortization | -4,695 | -2,246 |
| Book value | 19,801 | 22,250 |
74 | Notes (parent company)
| OTHER INTANGIBLE ASSETS (DATABASE AND CUSTOMER RELATIONS) | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Opening acquisition value | 6,637 | - |
| Business combinations | 0 | 6,637 |
| Closing acquisition value | 6,637 | 6,637 |
| Opening accumulated amortization | -677 | - |
| Amortization for the year | -737 | -677 |
| Closing accumulated amortization | -1,414 | -677 |
| Book value | 5,223 | 5,961 |
| TOTAL BOOK VALUE | 44,332 | 45,433 |
Amortization of capitalized development expenses and acquired intangible assets is included in the item Cost of goods sold. For the impairment test of goodwill, see Note 12 in the notes for the group.
NOTE 14 - FINANCIAL ASSETS
| PARTICIPATIONS IN SUBSIDIARIES | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Precise Biometrics Services AB | ||
| Corp. ID no. 556582-9347, reg. office: Lund municipality, County of Skåne. | ||
| Number of shares | 1,000 | 1,000 |
| Share of equity | 100% | 100% |
| Equity on balance sheet date | 2,028 | 2,136 |
| Profit/loss for the year | -108 | 8 |
| Opening book value | 400 | 100 |
| Shareholder contributions | - | 300 |
| Closing book value | 400 | 400 |
| Precise Biometrics, Inc. | ||
| Potsdam, New York, USA | ||
| Number of shares | 10 | 10 |
| Share of equity | 100% | 100% |
| Equity on balance sheet date | 243 | -29,800 |
| Profit/loss for the year | -606 | 7,121 |
| Opening book value | 958 | 958 |
| Shareholder contribution | 32,920 | - |
| Write-down | -32,920 | - |
| Closing book value | 958 | 958 |
| Total | 1,358 | 1,358 |
| LONG-TERM RECEIVABLES FROM GROUP COMPANIES | 12/31/2018 | 12/31/2017 |
| As of January 1 | 1,861 | 16,430 |
| Reversal/Write-down | 31,011 | -14,569 |
| Shareholder contribution | -32,920 | - |
| Net repayment | -1,147 | - |
| Currency effect | 2,606 | - |
| Total | 1,411 | 1,861 |
| Deferred tax asset in accordance with Note 8 | 6,180 | 6,600 |
| Total financial assets | 8,949 | 9,819 |
NOTE 15 - ACCOUNTS RECEIVABLE
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Accounts receivable - invoiced | 18,159 | 11,394 |
| Accounts receivable - not invoiced | 2,265 | - |
| Reserve for credit risk | -1,148 | -261 |
| Total | 19,276 | 11,133 |
As of December 31, 2018 accounts receivable amounting to SEK 11,625 thousand (5,628) were due. There is a write-down for accounts receivable amounting to SEK 1,148 thousand (261), but apart from these there are not considered to be any write-down requirements for accounts receivable. These relate to a number of independent customers who have not previously had any payment difficulties.
| The aging analysis of all accounts receivable is shown below: | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Not due | 8,800 | 5,505 |
| Less than 3 months | 9,538 | 5,145 |
| 3 to 6 months | 1,765 | 744 |
| Of which written down | -826 | -261 |
| More than 6 months | 322 | - |
| Of which written down | -322 | - |
| Total | 19,276 | 11,133 |
The maximum exposure for credit risk on the balance sheet date is the actual value for every category of receivables. The parent company has no collateral as security.
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Doubtful receivable at beginning of year | -261 | -409 |
| Bad debt confirmed | - | 392 |
| Reversal of reserve for credit risks | 14 | - |
| Reserve for credit risk | -879 | -261 |
| Currency effect | -22 | 17 |
| Total | -1,148 | -261 |
| The reported amounts for each currency for the parent company's accounts receivable are as follows: | 12/31/2018 | 12/31/2017 |
| SEK | 904 | 1,029 |
| USD | 2,030 | 977 |
| EUR | 16 | 166 |
NOTE 16 - PREPAID EXPENSES AND ACCRUED INCOME
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Prepaid insurance | 84 | 274 |
| Prepaid pension premiums | 238 | 43 |
| Other items | 1,166 | 2,869 |
| Total | 1,488 | 3,186 |
NOTE 17 - EQUITY
| NUMBER OF SHARES | |
|---|---|
| As of December 31, 2017 | 360,231,467 |
| As of December 31, 2018 | 360,231,467 |
Warrants to employees
The 2017 shareholders' general meeting made a decision to offer an incentive plan for the company's employees to the effect that a maximum of five million (5,000,000) stock options can be issued, with each stock option providing entitlement to subscribe to one (1) share in the company. Subscription to the stock options was to take place no later than December 31, 2017, with the board having the right to extend the subscription period. Subscription through the exercising of stock options may take place during the period June 1, 2020 until June 30, 2020. The subscription price for the options has been set at SEK 0.06 and the subscription price for the shares at SEK 5.40. At the end of the full-year period, 1,630,000 options have been subscribed, corresponding to 33% of total stock options; this was after the options subscribed by employees, including the former CEO, had been bought back. Assuming that all stock options are exercised to subscribe to new shares, the number of shares in the company will increase by 1,630,000 shares.
NOTE 18 - OTHER PROVISIONS
| Warranty provisions | 12/31/2018 | 12/31/2017 |
|---|---|---|
| Provision at beginning of year | 103 | 103 |
| Change in warranty reserve during the year | -103 | - |
| Provision at end of year | 0 | 103 |
Previous years' provisions for expected guarantee claims in respect of goods sold within the sold Mobile Smart Card Solutions (Tactivo) business area have been reversed and reported in the income statement in the line discontinued operation.
NOTE 19 - ACCRUED EXPENSES AND PREPAID INCOME
| 12/31/2018 | 12/31/2017 | |
|---|---|---|
| Prepaid income | 11,736 | 21,961 |
| Accrued vacation pay | 2,620 | 3,255 |
| Accrued wages and holiday pay | 3,396 | - |
| Accrued payroll overhead and pensions | 2,423 | 1,559 |
| Other accrued expenses | 6,261 | 10,774 |
| Total | 26,436 | 37,548 |
NOTE 20 - FINANCIAL INSTRUMENTS
| 12/31/2018 | 12/31/2017 | ||||
|---|---|---|---|---|---|
| Fair value | Book value | Fair value | Book value | ||
| Financial assets | |||||
| Loans receivable and accounts receivable | |||||
| Accrued income | 0 | 0 | 1,413 | 1,413 | |
| Accounts receivable | 19,276 | 19,276 | 11,133 | 11,133 | |
| Other receivables | 3,931 | 3,931 | 2,340 | 2,340 | |
| Cash & cash equivalents | 78,016 | 78,016 | 115,283 | 115,283 | |
| Total financial assets | 101,224 | 101,224 | 130,170 | 130,170 | |
| Financial liabilities | |||||
| Financial liabilities at real value via the income statement | |||||
| Derivatives | 182 | 182 | 620 | 620 | |
| Financial liabilities valued at the accrued cost of acquisition | |||||
| Accounts payable | 4,589 | 4,589 | 3,156 | 3,156 | |
| Other liabilities | 1,831 | 1,831 | 2,405 | 2,405 | |
| Other accrued expenses | 6,079 | 6,079 | 10,155 | 10,155 | |
| Total financial liabilities | 12,681 | 12,681 | 16,336 | 16,336 |
The balance sheet item Cash & cash equivalents only includes bank balances at both the beginning and end of the year.
Derivatives consist of forward currency contracts and are used for hedging purposes. These are valued according to level 2. The fair value in respect of financial assets and liabilities corresponds in all material respects with the carrying amount in the balance sheet.
NOTE 21 - BUSINESS COMBINATIONS
Below is a description of the business combination completed in 2017.
NexID Biometrics Inc.
On February 9, 2017 Precise Biometrics AB acquired the assets and liabilities of NexID Biometrics Inc. With this acquisition, Precise Biometrics is extending its software offering to include liveness detection, which further improves the security of fingerprint recognition. The acquisition reinforces the company's position as the leader in the field of fingerprint software and creates further opportunities for growth in the rapidly expanding market for fingerprint technology.
The purchase price amounted to SEK 31,360 thousand and was paid in cash. The goodwill that arose in connection with the acquisition relates to the company's strong position in the field of liveness detection.
The assets and liabilities from the acquisition are predominantly recorded (98%) in the parent company's balance sheet. Depreciation of identifiable fixed assets takes place on a straight-line basis over between 5 and 15 years. Acquisition costs totaling SEK 1,071 thousand have been capitalized in the parent company, and goodwill in the parent company has therefore increased to SEK 24,496 thousand. Goodwill for the parent company is written off over ten years in accordance with its expected useful life.
| Acquisition analysis | SEK thousands | |
|---|---|---|
| Impact on cash & cash equivalents | ||
| Purchase price | 32,431 | |
| Fair value of identifiable assets in NexID on the acquisition date | ||
| Intangible assets | 7,776 | |
| - of which patents | 1,138 | |
| - of which software | 1,619 | |
| - of which database | 4,276 | |
| - of which customer relations | 743 | |
| Tangible assets | 119 | |
| Inventories | 40 | |
| Total assets | 7,935 | |
| Goodwill | 24,496 | |
| Purchase price | 32,431 |
NOTE 22 - RELATED PARTY TRANSACTIONS
The Chairman of the Board had a consulting assignment as acting Chairman of the Board in the company until the new CEO took up his position, which took place on August 1, 2018. The compensation level for the assignment was based on market conditions, and the cost to the company during the full-year period totaled SEK 1,629 thousand (0). Another board member had a consulting assignment, which started and ended during the first quarter of 2018. The compensation level for the assignment was based on market conditions and totaled SEK 42 (0) thousand.
Apart from the above, no related party transactions were started or completed during 2018 or 2017 apart from business transactions with subsidiaries and wage-related remuneration to leading executives and board members.
NOTE 23 - PROPOSED DISTRIBUTION OF EARNINGS
The following non-restricted funds in the parent company are at the disposal of the AGM:
| The board proposes that the AGM should not issue a dividend for the fiscal year 2018. | |
|---|---|
| Total non-restricted equity | 92,416 |
| Profit/loss for the year, SEK thousands | -21,234 |
| Retained earnings, SEK thousands | 39,912 |
| Share premium reserve, SEK thousands | 73,738 |
| Total non-restricted equity | 92,416 |
|---|---|
| Carried forward to the new accounts, SEK | 92,416 |
| Total dividend from retained earnings, SEK thousands | - |
80 | Assurance
ASSURANCE
The board of directors and the CEO give their assurance that the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and give a fair view of the group's financial position and results.
The Annual Report has been prepared in accordance with generally accepted accounting principles and gives a fair view of the parent company's financial position and results.
The Administration Report for the group and the parent company gives a fair view of the group's and the parent company's activities, financial position and results, and describes the essential risks and uncertainty factors faced by the parent company and the companies in the group.
The income statements and balance sheets, including the consolidated financial statements, will be presented for the approval of the Annual General Meeting on May 15, 2019.
Lund, March 26, 2019
Torgny Hellström Torbjörn Clementz Chairman of the Board Board member
Synnöve Trygg Mats Lindoff
Anna Almlöf Matts Lilja
Stefan K Persson CEO
Our auditor's report was submitted on March 26, 2019
Ernst & Young AB
Johan Thuresson Authorized Public Accountant
Board member Board member
Board member Board member
AUDITOR'S REPORT
To the general meeting of the shareholders of Precise Biometrics AB (publ), corporate identity number 556545-6596
REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS
Opinions
We have audited the annual accounts and consolidated accounts of Precise Biometrics AB (publ) for the year 2018. The annual accounts and consolidated accounts of the company are included on pages 28-80 in this document.
In our opinion, the annual 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 as of 31 December 2018 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2018 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
Key Audit Matters
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
Description Capitalized development expenditure
Capitalized development expenditure amounts to MSEK 18 in the balance sheet of the group and the parent company as at 31 December 2018. Development expenditure is recognized as an asset in the balance sheet if the product is technically and commercially usable and the company has sufficient resources to complete the development and then use or sell the intangible asset. The company regularly tests whether events or changes in circumstances indicate that there is an impairment requirement. The examination is carried out by assessment of the product considering future cash flows. Projects that are not expected to be able to add to the company's future economic benefits are written down. Forecasts for future cash flows are based on assessments of future revenue. The initial recognition of capitalized development expenditure and impairment testing is based on the company's assessments, which is why the recognition of capitalized development expenditure has been a key audit matter.
A description of accounting policies and important estimates and assessments for accounting purposes is stated in Note 1. Note 13 for the group and note 13 for the parent company "capitalized development expenses" are reported capitalized development expenses, acquisitions for the year and depreciation and impairment.
We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
How our audit addressed this key audit matter
In our audit, we have evaluated and tested the company's process to assess which expenditure meets the criteria for accounting as balanced development expenditure. We have also evaluated and tested the company's process for assessing whether there is an indication of impairment, and to establish impairment testing, including examining the reasonableness of assumptions about future income. We have reviewed the information provided in the annual report.
82 | Assurance
Revenue recognition
Description
Sales revenue for the year 2018 amounted to MSEK 67.6 in the statement of comprehensive income for the group and MSEK 66.9 in the profit and loss account for the parent company. Revenues consist mainly of license and support & maintenance. Revenues from licenses are divided into two categories – royalty and licenses. The revenue recognition associated with licenses and royalties requires management to make assessments of the period for which revenue is to be reported. This means that the company's income statement includes significant elements of assessments, which is why the revenue recognition is a key audit matter.
A description of accounting policies and important estimates and assessments for accounting purposes is stated in Note 1. Note 2 Specifies how the company's income is divided between each type of revenue.
Deferred tax receivable
Description
The deferred tax asset amounts to MSEK 5.2 in the group's and MSEK 6.2 in the parent company's balance sheet as at 31 December 2018 and is attributable to the fiscal deficit the company has. The company recognizes deferred tax assets in respect of loss carryforwards to the extent that the company deems that there are factors convincingly suggesting that the deductions can be offset against surplus in future taxation. The valuation of deferred tax assets is based on the company's assessment of future fiscal income for the company, which is why the recognition of deferred taxes has been a key audit matter.
A description of accounting policies and important estimates and assessments for accounting purposes is stated in Note 1. Note 9 for the group and note 8 for the parent company, the company's tax situation is stated.
Goodwill
Description
The carrying amount of goodwill amounts to MSEK 23.4 in the group's and MSEK 19.8 in the parent company's balance sheet as at 31 December 2018. The company tests annually and in the indication of a decline in value that the carrying amounts do not exceed the estimated recoverable amount. The recoverable amount is determined by an identified cash-generating unit, which is the company in total, through a present value calculation of future cash flows. Future cash flows are based on the management's business plans and forecasts and include many assumptions, including the development of earnings, growth, investment needs and discount rates (WACC).
Changes in assumptions have a major impact on the calculation of the recoverable amount and the assumptions applied by the company are therefore of great importance for the assessment of impairment. We have therefore considered that the recognition of goodwill is a key audit matter.
A description of accounting policies and important estimates and assessments for accounting purposes is stated in Note 1. In note 13 for the group and note 13 for the parent company, the description of the impairment test is shown.
How our audit addressed this key audit matter
In our audit, we have evaluated and reviewed the process for revenue recognition and estimates. Among other things, we conducted analytical examinations, data analysis of revenue, reviewed agreements and made payment control checks on revenue and reviewed accruals against underlying documentation. In our review we have also examined the information provided in the annual report.
How our audit addressed this key audit matter
In our audit, we reviewed the company's forecasts of future tax revenue, including by challenging assumptions in the forecast and by comparing to historical outcomes. We have also examined the size of tax deficits against the basis of the supporting documents. We have reviewed the information provided in the annual report.
How our audit addressed this key audit matter
In our audit, we have evaluated and tested the company's process to establish impairment testing, among other things, by evaluating previous accuracy in forecasts and assumptions. We have also made comparisons with other companies to evaluate the reasonableness of future cash flows and growth assumptions, and with the help of our valuation specialists tested the selected discount rate and assumptions about long-term growth. We have also examined the company's model and method for carrying out impairment tests and evaluated the company's sensitivity analyses. We have reviewed the information provided in the annual report.
Other Information than the annual accounts and consolidated accounts
This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-27 and 92-99. The Board of Directors and the Managing Director are responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.
If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they 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.
In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so. The Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.
Auditor's responsibility
Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of the company's internal control relevant to our audit 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.
- Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company's and the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated accounts. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions.
We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.
We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes disclosure about the matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Opinions
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Precise Biometrics AB (publ) for the year 2018 and the proposed appropriations of the company's profit or loss.
We recommend to the general 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.
Basis for opinions
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.
The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.
Auditor's responsibility
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:
- has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
- in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional skepticism throughout the audit. The examination of the administration and the proposed appropriations of the company's profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company's situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a 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.
Ernst & Young AB, Box 4279, 203 14 Malmö, was appointed auditor of Precise Biometrics AB by the general meeting of the shareholders on the 16 May 2018 and has been the company's auditor since the 27 April 2015.
Malmö, 26 March 2019 Ernst & Young AB
Johan Thuresson Authorized Public Accountant
CORPORATE GOVERNANCE REPORT 2018
The Corporate Governance Report provides a general description of how Precise Biometrics works, how the company's decision-making functions, and how the company applies the Swedish Corporate Governance Code ("the Code"). Certain disclosures in accordance with Chapter 6, Section 6 of the Swedish Annual Accounts Act can be found in the Administration Report on pages 28-37 in the Annual Report.
CONTROL OF PRECISE BIOMETRICS
Corporate governance is the system through which the owners, directly or indirectly, govern and control a company. In a limited liability company like Precise Biometrics, governance, control and management are allocated between the shareholders, auditors, board of directors and the CEO in accordance with current legislation, regulations and instructions. The governance of Precise Biometrics is based on the Swedish Companies Act, the company's articles of association, the Nasdaq Stockholm rules for issuers, the Code, and internal control documents such as the financial policy and information policy, see website under Investors/Corporate Governance.
The board of directors of Precise Biometrics is responsible for implementing appropriate corporate governance and reviews this annually together with leading executives. The Corporate Governance Report describes how Precise Biometrics was governed during 2018. There are no deviations from the Code to report for the fiscal year 2018.
ARTICLES OF ASSOCIATION
The company's articles of association contain no restrictions on the number of votes that each shareholder may cast at a shareholders' general meeting. The company's articles of association contain no special provisions concerning the appointment or dismissal of board members, or concerning amendments to the articles of association.
ANNUAL GENERAL MEETING
The AGM is Precise Biometrics' highest ranking decision-making body and the forum through which shareholders can exercise their influence over the company. At the AGM, shareholders exercise their right to vote by appointing board members and external auditors, deciding on the adoption of the income statement and balance sheet, express an opinion on the discharge from liability for board members and the CEO in relation to the company, determine principles for how the nomination committee is to be elected, and establish guidelines for remuneration to leading executives. Shareholders also have the opportunity at the AGM to ask questions concerning the company and normally all the members of the board, the group executive team and the auditors must be present to answer such questions.
Precise Biometrics' AGM 2018 was held at the company's head office in Lund, Sweden on May 16, 2018. The AGM adopted the accounts for 2017 and granted the board of directors and the CEO discharge from liability for the fiscal year 2017. In addition to mandatory matters, as set out in the articles of association, the following decisions were made:
- Torgny Hellström, Torbjörn Clementz, Matts Lilja, Mats Lindoff, Synnöve Trygg and Anna Almlöf were re-elected as board members. Torgny Hellström was re-elected as Chairman of the Board.
- The accounting firm Ernst & Young AB was re-elected as the company's auditor for a mandate period of one year, with authorized public accountant Johan Thuresson as lead auditor.
- No dividend was paid for the fiscal year 2017.
- The level of the board fee and committee fee was confirmed, as were guidelines for remuneration to leading executives, the essential content of which is that remuneration and terms of employment shall be in line with the market and competitive.
- The board was authorized, as in previous years, to make a decision on the new issue of a maximum of 36,023,146 shares and/or convertibles, with or without departure from the preferential rights of shareholders, for the purpose of enabling the company to receive a capital infusion from new owners, which are considered to be strategically important from an operational, financial, structural or other perspective.
For further information on the decisions made at the AGM 2018, please refer to the company's website under Investors/Corporate Governance/ Annual General Meeting.
Precise Biometrics' AGM 2019 will take place on May 15 at 4:00 pm at Mobilvägen 10 in Lund, Sweden. Shareholders who wish to participate in the meeting must be registered in the company's share register no later than May 9, 2019, and applications to participate in the meeting must be submitted as indicated in the notice.
NOMINATION COMMITTEE
According to the principles for the organization of the nomination committee adopted at the AGM 2016, the nomination committee shall consist of representatives of two to three of the company's largest shareholders, during the year before the year in which the AGM is held, and the Chairman of the Board. If any of these shareholders should forgo the opportunity to appoint a representative, the shareholder with the next largest holding shall be consulted.
The nomination committee prior to the AGM 2018 consisted of Hans Ek (SEB Fonder), Torgils Knutsson Bonde and Torgny Hellström (Chairman of the Board). The nomination committee's motivating statement before the AGM 2018 stated that the nomination committee had, in preparing its proposal for the board, applied rule 4.1 in the Code as a diversity policy. The aim of the policy is that the board have an appropriate composition with due reference to the company's operations, stage of development and situation in general, characterized by versatility and breadth with regard to competence, experience and background, and that the aim should be to have an even gender balance. The AGM 2018 decided to appoint board members in accordance with the nomination
86 | Corporate Governance Report 2018
committee's proposal, which resulted in the current board, consisting of six members, two of them women and four men, which the nomination committee considered to be appropriate with reference to the major changes in the board that have taken place in recent years. The nomination committee is of the opinion that work aimed at achieving a gender-equal board in accordance with the Code should continue.
The nomination committee prior to the AGM 2019 consists of Hans Ek (SEB Fonder), Torgils Knutsson Bonde and Torgny Hellström (Chairman of the Board). In addition to the Chairman of the Board, the members represent the two largest shareholders in the company as of August 30, 2018 who have agreed to participate in the nomination committee.
The nomination committee is assigned to submit proposals at the AGM to the Chairman and other board members, including a motivating statement concerning the proposals, propose remuneration for board members and auditors, propose compensation for committee work where appropriate, and submit a proposal for a person to chair the AGM. In addition the nomination committee shall also express an opinion on the independence of the board members in relation to the company and major shareholders.
BOARD OF DIRECTORS
The board is responsible for the company's organization and the administration of the company's affairs, and is tasked with managing the company's affairs on behalf of the owners in such a way that the owners' interest in a good, long-term return on capital invested is satisfied in the best possible way. The board is responsible for ensuring that the company's organization is appropriate and that the business is run in accordance with the Swedish Companies Act, the articles
TORGNY HELLSTRÖM TORBJÖRN CLEMENTZ SYNNÖVE TRYGG
| POSITION | Chairman | Board member | Board member |
|---|---|---|---|
| YEAR OF SELECTION | 2013 | 2009 | 2016 |
| YEAR OF BIRTH | 1958 | 1961 | 1959 |
| EDUCATION | LL.B. | MBA | MBA |
| OTHER ASSIGNMENTS | Chairman of the Board at DDM Holding AG, Chairman of Starbreeze AB |
Board member at Sport och Rehabkliniken in Ängelholm. Chairman of ArcAroma Pure AB & Veg of Lund AB |
Board member at companies including Intrum Justitia AB, Landshypotek Bank AB and Volvo Finans AB |
| CURRENT POSITION | Founder and senior management consultant at Ruddex International AB |
Own consulting business | |
| PREVIOUS ASSIGNMENTS | CEO and other leading positions within Anoto Group, Vice President at Ericsson, leading positions at Ericsson, IBM Europe and IBM Nordic legal departments |
CFO at Kährs, CFO at One Nordic AB, CFO and Vice President at BE Group |
CEO at, among others, SEB Kort AB |
| SHARES IN PRECISE BIOMETRICS | 50,000 (private) 150,000 (through companies) |
59,555 | 0 |
| ATTENDANCE/BOARD MEETINGS | 15/15 | 15/15 | 15/15 |
| COMMITTEE WORK | Audit committee & Compensation committee |
Audit committee | Audit committee |
| ATTENDANCE/NUMBER OF COMMITTEE MEETINGS |
9/9 & 3/3 | 9/9 | 9/9 |
| INDEPENDENT OF THE COMPANY AND ITS MANAGEMENT AND MAJOR SHAREHOLDERS |
Yes | Yes | Yes |
of association, the Code, other applicable laws and regulations, and the board's rules of procedure.
The board follows written rules of procedure that are adopted every year. The rules of procedure include instructions for the Company's president, the assignments incumbent on the chairman, the agenda of board meetings, and decision-making procedures. In accordance with the rules of procedure, eight ordinary board meetings shall be held in addition to the statutory board meeting. The board meets according to an annual schedule adopted in advance. In addition to these, the board convenes whenever necessary. In 2018, the board held 15 board meetings at which minutes were taken.
The Chairman organizes and leads the work of the board. Issues dealt with during the year included strategy and long-term focus, organization, corporate governance, financing, and interim and year-end reports. The board conducted an evaluation of the board in which members submitted in writing their views on the board and the work of the board. The results were discussed at individual meetings between each board member and the Chairman of the Board, and jointly with the entire board. The Chairman of the Board presented the results of the board evaluation to the nomination committee.
The CEO keeps the board of directors up-to-date at all times on the development of the business. In addition to the ordinary meetings, the Chairman and other directors have been in continuous contact with leading executives in the company, primarily the CEO and the CFO. In addition to meetings where minutes were taken, the board has received monthly updates on the company's financial results and position.
ANNA ALMLÖF MATTS LILJA MATS LINDOFF Board member Board member Board member 2016 2013 2014 1967 1965 1961 MBA Technical college graduate M.Sc. Board member at Lagercrantz Group Board member at Blinkfyrar AB Board member at Enea, Combain and IMINT AB VP Services Hiab CEO of Blink Services Consultant in own company, Lindoff Technology AB Senior Vice President of Strategy, Marketing and Services and member of group executive at Gunnebo AB. Various positions at Ericsson, including Head of Product Management at Ericsson Global Services CEO at Strainlabs AB, Ammeraal Beltech, ISG Systems AB, Opax A/S and Opax AB. Business Developer at SAAB Security CTO at Sony Ericsson, CEO at C Technologies, Head of Product Development at Ericsson 0 15,000 75,000 15/15 13/15 15/15 Compensation committee Compensation committee Compensation committee 3/3 3/3 3/3 Yes Yes Yes
Precise Biometrics' board of directors shall, in accordance with the articles of association, consist of a minimum of three, and a maximum of seven members. Since the AGM 2018 the board has consisted of six members: Torgny Hellström (Chairman), Torbjörn Clementz, Matts Lilja, Mats Lindoff, Synnöve Trygg and Anna Almlöf. All board members are independent in relation to Precise Biometrics and corporate management, and also to larger shareholders. At the time of the submission of the annual report, none of the board members in the company have a direct or indirect holding in the company that represents at least one tenth of the voting rights for all shares in the company. The table below sets out the age, education and other assignments of board members, together with their holding of financial instruments in the company. The table below also reports the attendance of members at board and committee meetings for elections, etc., as well as their independence.
AUDIT COMMITTEE
The audit committee's undertaking is to support the board in its work to fulfill its responsibilities in the areas of auditing, internal control and financial reporting. In addition to this, the work of the audit committee includes supporting the board in the preparation of proposals for the choice of auditor and, when applicable, the procurement of audit services, monitoring the auditor's independence and staying informed about the Swedish Supervisory Board of Public Accountants' quality control of the auditor. In 2018 the committee focused primarily on reporting (quarterly reports, annual financial reporting and internal reporting), business-related risks and internal control. The committee holds meetings two to three times a year and in conjunction with the compilation of each interim report. The committee held nine meetings during the year, of which four were in conjunction with the quarterly reports. The audit committee must meet the company's auditor at least twice in every calendar year. Since the AGM 2018 the company's audit committee has consisted of board members Torbjörn Clementz (committee chairman), Torgny Hellström and Synnöve Trygg.
STEFAN K PERSSON ULRIK NILSSON POSITION CEO CFO EMPLOYED SINCE 2018 2018 YEAR OF BIRTH 1967 1970 EDUCATION Applied Physics MBA PREVIOUS ASSIGNMENTS Executive Vice President at Bang & Olufsen, EVP & COO at Bang & Olufsen, Vice President at Sony Mobile Communications, Vice President at Sony Ericsson Over 15 years' experience from leading financial positions at Gambro, most recently from a position as Head of Gambro Finance and Accounting at Baxter International SHARES IN PRECISE BIOMETRICS 310,041 200,000 WARRANTS IN PRECISE BIOMETRICS - - TOM SØBERG CTO 2019 1969 Luleå University of Technology, HVTFS VP, Head of R&D at Bang & Olufsen, Global R&D Director, Electric at Husqvarna, Director, Head of Hardware Development & General Manager, Head of Platform Development Beijing at Sony Mobile Communications - -
COMPENSATION COMMITTEE
The duties of the compensation committee include issues concerning salaries, pension terms and conditions, incentive plans and other terms and conditions for the employment of the CEO and other leading executives. In 2018 the committee focused primarily on remuneration to leading executives, including the issue of incentive plans. The committee has also prepared board proposals for guidelines for remuneration to leading executives, which can be found in the Administration Report. The committee held three meetings during the year. Since the AGM 2018 the company's compensation committee has consisted of board members Torgny Hellström (committee chairman), Mats Lindoff, Matts Lilja and Anna Almlöf.
GROUP EXECUTIVE TEAM
Precise Biometrics' group executive team is based at the headquarters in Lund, Sweden. At the end of 2018 the group executive team consisted of the CEO, CTO, CFO, R&D Director and VP Sales. The composition of the group ensures short decision-making channels. The group held formal weekly meetings during the year and a strategy and budget meeting. The table below provides a more detailed presentation of the group management team.
AUDITORS
At the AGM 2018 Ernst & Young AB (EY), with Johan Thuresson as lead auditor, was elected to be Precise Biometrics' auditor for the period until the AGM 2019. The auditors undertake assignments for other listed companies, but not to such an extent that the time required is not allocated for Precise Biometrics. None of the auditors has any assignments that would question their independence. As part of his audit assignment, Johan Thuresson participated in one board meeting and three audit committee meetings, and has been in regular contact with the CEO, the CFO and the Chairman of the Board.
| FREDRIK CLEMENTSON | FREDRIK SJÖHOLM | GÖRAN THURESSON |
|---|---|---|
| FREDRIK CLEMENTSON | ||
|---|---|---|
| R&D Director | VP Sales | IR Manager |
|---|---|---|
| 2007 | 2016 | 2019 |
| 1980 | 1970 | 1960 |
| M.Sc. | MBA | MBA |
| Over ten years' experience at Precise Biometrics as developer, project manager and in sales. Previous experience from roles in development at Obigo and Teleca USA |
Many years' experience from senior positions in sales and business development at technology companies such as Cybercom, ENEA , Sony Ericsson and Telelogic |
CFO at Precise Biometrics and CFO and Group Controller in international groups such as Weidmüller, BE Group, Schneider Electric, Procordia Food and Securitas |
| 50,000 | - | 25,000 |
|---|---|---|
| 300,000 | 300,000 | - |
Information on remuneration to the auditors, both for the parent company and the group, can be found in Note 6 in the group's notes and in Note 6 in the parent company's notes.
INTERNAL CONTROL AND RISK MANAGEMENT IN RESPECT OF FINANCIAL REPORTING
In accordance with both the Swedish Companies Act and the Code, the board is responsible for ensuring that the company maintains a good level of internal control and is regularly informed of and evaluates how the company's system for internal control is working. The report has been limited to include only the internal control of financial reporting.
The company's organization and the way the business is run form an important platform for internal control. All areas of responsibility and employees have clearly defined roles. The most important policy documents are documented in the form of policies and instructions, and have been adopted by the boards and are revised annually. These documents are primarily the economic and finance policy, the Code of Conduct, the communication policy, the insider trading policy, the IT policy, the sustainability policy, the equality and diversity plan and the working environment policy.
Control environment
Operational decisions are made by the group executive, while decisions on strategy, focus, acquisitions and general financial matters are made by the board. Internal control is designed to work in this organization. The basis of internal control in respect of financial reporting consists of the general control environment comprising an organization, decision-making paths, authorizations and responsibilities that have been documented and communicated. The company's control environment also consists of collaboration between the group executive, the board and the compensation and audit committees. In order to create and maintain a functional control environment the board has prepared several important documents for the financial reporting. These documents consist of, among other things, the rules of procedure as applied by the board and instructions for the CEO. The CEO is responsible for ensuring that the guidelines adopted by the board are followed in daily operational work. The CEO briefs the board on a fixed regular basis at board meetings and through monthly reports. The company follows well-defined procedures in relation to annual and monthly financial reporting. The closing financial statements are presented to the board according to a predetermined template.
The company's auditors report at least once every fiscal year to the board and at least twice to the audit committee. An examination of internal control was performed within the framework of the external audit. The lead auditor also maintains regular contact with the Chairman of the Board.
Risk assessment
The group executive and the board perform an assessment on an ongoing basis of the extent of the company's risk management, in particular in respect of financial reporting. The company pays special attention to risks in the financial statements, i.e., whether there are any accounting errors and the way in which assets and liabilities are valued. The management of internal transactions within the group can also be subject to risks. These risks are considered, however, to be of minor importance in that the company has a well-defined monthly financial reporting process and established follow-up procedures and policies.
Control activities
To guarantee that the financial reporting process at all times presents a fair and true view, a number of control activities have been integrated, and these involve various parts of the organization. The company has a limited number of people who are company signatories, and an appropriate set of attestation rules has been produced and is updated as required. Manual inspections are carried out to prevent errors in financial reporting. These inspections are also integrated into accounting and other IT systems. The regular audit involves an evaluation of those controls that the auditor considers reliable. Any observations following this examination are reported to both the group executive and the board.
Information and communication
Precise Biometrics has defined how information and communication in respect of financial reporting shall take place in an effective, correct way. The communication policy drawn up aims to promote the correctness of the company's communication, both externally and internally.
External information and communication take place in accordance with the EU's Market Abuse Regulation, Swedish law, the stock exchange's Rule Book for Issuers and the Code. The company issues interim financial statements for the business three times a year, as of March 31, June 30 and September 30. The company also reports on the year-end financial statements as of December 31 in its year-end report. All documents, press releases and presentations in connection with reports are available on the company's website.
The board receives monthly reports from the CEO and the CFO about the company's financial position, development and projects in progress. The company continuously informs staff of updates to accounting policies, policies and other changes in reporting requirements.
Follow-up
The board and the audit committee continually assess the information submitted by the group executive. The company's financial situation is reviewed at every board meeting and through monthly reports. Budget comparisons and forecasts, including analysis of any deviations, are described in the monthly reports. The board examines interim and year-end financial statements before they are published. Every year the board evaluates both its own work and that of the CEO.
Internal audits
Precise Biometrics has well-prepared governance and internal control systems, compliance with which is followed up regularly at various levels within the company. Precise Biometrics is a relatively small company with a limited number of employees and clients. In view of this, the board has decided that there is not currently a need to set up a special audit function. This assessment is reviewed annually by the board.
AUDITOR'S STATEMENT ON THE CORPORATE GOVERNANCE REPORT
To the general meeting of shareholders of Precise Biometrics AB (publ), corporate identity number 56545-6596
Engagement and responsibility
It is the Board of Directors that is responsible for the Corporate Governance Report for 2018 on pages 85-90 and for ensuring that it has been prepared in accordance with the Annual Accounts Act.
The scope and focus of the audit
Our examination has been conducted in accordance with FAR's auditing standard RevU 16, The auditor's examination of the Corporate Governance Report. This means that our examination of the Corporate Governance Report has a different focus and is of a significantly smaller scope than an audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that this examination has provided us with sufficient basis for our opinions.
Opinions
A Corporate Governance Report has been prepared. Disclosures in accordance with chapter 6, section 6, paragraph 2, points 2-6 of the Annual Account Act and chapter 7, section 31, paragraph 2 of the same Act are consistent with the annual accounts and the consolidated accounts and are in accordance with the Annual Accounts Act.
Lund, March 26, 2019
Ernst & Young AB
Johan Thuresson Authorized Public Accountant
FINANCIAL GLOSSARY
NET SALES GROWTH
Percentage change compared with the corresponding period in the previous year. A measure of whether the group's net sales are increasing.
GROSS MARGIN
Gross profit/loss divided by net sales. Shows what proportion of sales is left over to cover wages, other operating expenses, interest and profit.
OPERATING PROFIT/LOSS
Profit/loss before financial net and tax. A measure of the company's profit before interest and taxes, i.e., the difference between operating income and operating expenses. This figure does not include the discontinued operation.
OPERATING PROFIT/LOSS, TOTAL OPERATION
Operating profit/loss plus profit/loss after tax from discontinued operation. A measure of the company's profit before interest and taxes, i.e., the difference between operating income and operating expenses. The total operation also includes the discontinued operation.
OPERATING EXPENSES
Operating expenses excluding cost of goods sold. Operating expenses are expenses that do not belong directly to a particular product or product group. Common operating expenses are, for example, wages and other personnel expenses, as well as rent of premises.
EBITDA
Profit/loss before financial net and depreciation. This key figure shows the group's profit/loss before depreciation/amortization of capitalized assets. This measure makes it possible to make comparisons with other companies, regardless of whether the operation is based on acquisitions or through organic growth.
OPERATING MARGIN
Operating profit/loss divided by net sales. Defines what proportion of each Swedish krona of sales is left over to cover interest, taxes and any possible profit.
CASH FLOW, TOTAL OPERATION
Cash flow from operating activities after changes in working capital. The operating cash flow indicates whether a company can generate a sufficiently positive cash flow to maintain and expand its operation, or whether it needs external financing.
WORKING CAPITAL, TOTAL OPERATION
Current assets less current liabilities. This measure shows the capital a company needs to finance operating activities.
CAPITAL EMPLOYED, TOTAL OPERATION
Total assets less non-interest-bearing liabilities and provisions. This measure shows how much capital is used in the operation and is thus one component of measuring the return from the operation.
EQUITY, TOTAL OPERATION
Equity at the end of the period. Equity is the difference between the group's assets and liabilities, which corresponds to the group's equity that has been contributed by shareholders and the group's accumulated profit.
AVERAGE EQUITY, TOTAL OPERATION
The average equity was calculated as equity for the last four quarters divided by four.
LIQUIDITY RATIO, TOTAL OPERATION
Current assets excluding inventories divided by current liabilities. This key figure shows the group's ability to pay in the short term.
EQUITY/ASSETS RATIO, TOTAL OPERATION
Equity divided by total assets on the balance sheet date. This key figure shows what proportion of assets is funded by equity. This measure can be of interest when assessing the group's ability to pay in the long term.
RETURN ON EQUITY, TOTAL OPERATION
Profit/loss after tax divided by average equity. This key figure shows the operation's return on shareholders' capital invested and is thus a measure of how profitable the group is. Investors can compare this measure with the current bank interest rate or return from alternative investments. The measure can also be used to compare profitability between companies in the same industry.
EARNINGS PER SHARE, REMAINING OPERATION, BEFORE DILUTION
Profit/loss for the period from remaining operation divided by average number of shares.
EARNINGS PER SHARE, REMAINING OPERATION, AFTER DILUTION
Profit/loss for the period from remaining operation divided by weighted average number of shares.
EARNINGS PER SHARE, TOTAL OPERATION, BEFORE DILUTION
Profit/loss for the period from total operation divided by average number of shares.
EARNINGS PER SHARE, TOTAL OPERATION, AFTER DILUTION
Profit/loss for the period from total operation divided by weighted average number of shares.
EQUITY PER SHARE, TOTAL OPERATION
Equity on the balance sheet date divided by the number of shares on the balance sheet date. A measure of how much equity there is per share, which is used when valuing the share in relation to the share price.
ANNUAL GENERAL MEETING
The annual general meeting for Precise Biometrics AB (publ) will be held on Wednesday, May 15, 2019 at 4:00 pm at Precise Biometrics' headquarters in Lund, Mobilvägen 10.
Shareholders wishing to participate in the annual general meeting must be registered in the share register kept by Euroclear Sweden AB on Thursday, May 9, 2019 and must also notify their participation to Precise Biometrics AB no later than Thursday, May 9, 2019 at 4:00 pm.
Registration in the share register
Shareholders who have their shares registered through a bank or in the name of an authorized agent must, in order to participate in the meeting, temporarily register their shares in their own name in the share register kept by Euroclear Sweden AB no later than Thursday, May 9, 2019. Shareholders must inform the administrator in good time.
REGISTERING TO ATTEND THE AGM
Shareholders must notify their intention to attend the AGM no later than May 9, 2019 at 4:00 pm. Registration may take place by mail or email: Email: [email protected] Mail: Precise Biometrics AB, "Årsstämma", Mobilvägen 10, SE-223 62 Lund
Applications must include:
Name Social security number/Corp ID number Address Phone number Number of shares Assistants, if appropriate
Representatives
Shareholders who are represented by an agent must issue a power of attorney to the agent. If powers of attorney are issued by legal entities, a copy of the registration certificate (or if such a document does not exist, a similar document) for the legal entity must be enclosed. The document must not be more than one year old. These documents must be in the possession of Precise Biometrics no later than Thursday, May 9, 2019.
Investor contact
Stefan K Persson, CEO Tel.: +46 46 31 11 05 Email: [email protected]
FINANCIAL CALENDAR
INTERIM REPORT, FIRST QUARTER 2019
May 14, 2019 (8:00 am)
ANNUAL GENERAL MEETING 2019
May 15, 2019 (4:00 pm)
INTERIM REPORT, SECOND QUARTER 2019
August 16, 2019 (8:00 am)
INTERIM REPORT, THIRD QUARTER 2019 November 15, 2019 (8:00 am)
YEAR-END REPORT 2019
February 14, 2019 (8:00 am)
Financial reports are published in Swedish and English at precisebiometrics.com
CONTACT
Precise Biometrics AB Mobilvägen 10 223 62 Lund Sweden + 46 46 31 11 00
INVESTOR CONTACT
Stefan K Persson, CEO Tel.: +46 46 31 11 05 Email: [email protected]
THE SHARE & SHAREHOLDERS
HISTORY
Precise Biometrics' share was listed on the Stockholm Stock Exchange on October 3, 2000 at a quotation price of SEK 63.19.
As of December 28, 2018 the company had 360,231,467 shares listed on the Small Cap list of the Nasdaq OMX Nordic. A standard trading unit is one share. The short name is PREC and the ISIN code is SE0001823303.
SHARE PRICE DEVELOPMENT
In 2018 there was a total turnover of 287,826,904 PREC shares, i.e., an average turnover of 1,823,148 shares per day of trading. The closing price on December 28, 2018 was SEK 1.24. During the year the share price fluctuated from SEK 0.99 to 2.08.
OWNERSHIP
The number of shareholders at the end of the year was 21,691 (24,268). Foreign shareholders accounted for 12.2 per cent (12.3). See table for shareholder statistics as of December 28, 2018.
OPTION PROGRAM
An option program was started in 2017 for all employees. Subscription options have been transferred to the employees at market rates as part of the program. The allocated volume was contained within an authorization for a maximum of 5,000,000 subscription options issued at the Annual General Meeting in 2017.
The market value has been established by an external valuer using the Black & Scholes model. At the time of the valuation the share price was SEK 1.94, which was based on the volume-weighted average share price during the period August 17 to 30, 2017.
The subscription price was set at SEK 5.40. Shares may be subscribed to through the exercise of subscription options during the period June 1- 30, 2020.
The 2017 shareholders' general meeting made a decision to offer an incentive plan for the company's employees to the effect that a maximum of five million (5,000,000) stock options can be issued, with each stock option providing entitlement to subscribe to one (1) share in the company. Subscription to the stock options was to take place no later than December 31, 2017, with the board having the right to extend the subscription period. Subscription through the exercising of stock options may take place during the period June 1, 2020 until June 30, 2020. The subscription price for the options has been set at SEK 0.06 and the subscription price for the shares at SEK 5.40. At the end of the full-year period, 1,630,000 options have been subscribed, corresponding to 33% of total stock options; this was after the options subscribed by employees, including the former CEO, had been bought back. Assuming that all stock options are exercised to subscribe to new shares, the number of shares in the company will increase by 1,630,000 shares.
See also Note 17 in the notes for the parent company.
SHAREHOLDER INFORMATION
Previously published annual reports, interim reports and other information can be found at www.precisebiometrics.com. It also possible to order information by calling +46 46 31 11 00.
Questions may be addressed directly to the company via email: [email protected].
SHARE CAPITAL DEVELOPMENT OVER THE LAST TEN YEARS
| INCREASE IN NUMBER OF |
TOTAL NUMBER OF |
CHANGE IN SHARE CAPITAL, |
TOTAL SHARE CAPITAL, |
NOMINAL AMOUNT, |
|
|---|---|---|---|---|---|
| SHARES | SHARES | SEK | SEK | SEK | |
| 2008 - | 101,220,600 | 40,488,240 | 0.4 | ||
| 2009 - New issue 1) | 33,740,200 | 134,960,800 | 13,496,080 | 53,984,320 | 0.4 |
| 2011 - New issue 2) | 53,984,320 | 188,945,120 | 21,593,728 | 75,578,048 | 0.4 |
| 2012 - New issue 3) | 75,578,048 | 264,523,168 | 30,231,219 | 105,809,267 | 0.4 |
| 2012 - Reduction of share capital 4) | - | 264,523,168 | -31,742,780 | 74,066,487 | 0.28 |
| 2013 - New issue 5) | 58,782,926 | 323,306,094 | 16,459,219 | 90,525,706 | 0.28 |
| 2013 - New issue 6) | 22,000,000 | 345,306,094 | 6,160,000 | 96,685,706 | 0.28 |
| 2015 - Reduction of share capital 7) | 345,306,094 | -86,326,523 | 10,359,183 | 0.03 | |
| 2016 - New issue 8) | 14,925,373 | 360,231,467 | 447,761 | 10,806,944 | 0.03 |
| 2017 - | - | 360,231,467 | - | 10,806,944 | 0.03 |
1) Issue with preferential rights to existing shareholders. The subscription rate amounted to SEK 1.60 and Precise Biometrics received an issue amount of SEK 54 million.
2) Issue with preferential rights to existing shareholders. The subscription rate amounted to SEK 1.00 and Precise Biometrics received an issue amount of SEK 54 million.
3) Issue with preferential rights to existing shareholders. The subscription rate amounted to SEK 0.72 and Precise Biometrics received an issue amount of SEK 54.4 million.
4) Reduction of share capital. The AGM decided, in accordance with the board's proposal, that the company's share capital should be reduced by SEK 31,742,780.16 to cover losses. The reduction represents a reduction in the nominal value of the shares by SEK 0.12 from SEK 0.40 to SEK 0.28.
5) Issue with preferential rights to existing shareholders. The subscription rate amounted to SEK 0.93 and Precise Biometrics received an issue amount of SEK 54.7 million.
6) Special issue of 22 million shares. The subscription rate amounted to SEK 3.90 and Precise Biometrics received an issue amount of SEK 85.8 million.
7) Reduction of share capital. The AGM decided, in accordance with the board's proposal, that the company's share capital should be reduced from SEK 96.7 million to SEK 10.4 million. The reduction represents a fall in the nominal value of the shares by SEK 0.25 from SEK 0.28 to SEK 0.03.
8) Special issue of 14.9 million shares. The subscription rate amounted to SEK 3.35 and Precise Biometrics received an issue amount of SEK 47.2 million.
SHAREHOLDER STATISTICS
SHAREHOLDER REGISTER
| NUMBER OF | NO. IN % OF CAPITAL | |
|---|---|---|
| SHARES | STOCK AND VOTES | |
| Avanza Pension | 26,770,437 | 7.4% |
| Nordnet Pensionsförsäkring | 8,329,900 | 2.3% |
| Swedbank Försäkring | 4,613,447 | 1.3% |
| Bengt Andersson and company | 3,206,000 | 0.9% |
| Emil Natchev and company | 2,652,600 | 0.7% |
| SEB Trygg Liv | 2,375,132 | 0.7% |
| Nils Arvidsson and company | 2,161,069 | 0.6% |
| Torgils Bonde | 2,070,919 | 0.6% |
| Christer Jönsson | 1,876,984 | 0.5% |
| Per Magnusson | 1,800,000 | 0.5% |
| Others | 304,374,979 | 84.5% |
| Total | 360,231,467 | 100.0% |
ALLOCATION OF SHAREHOLDERS
| NUMBER OF SHARES | NO. IN % | |
|---|---|---|
| Foreign owners | 44,451,849 | 12.2% |
| Swedish owners | 315,779,618 | 87.8% |
| of which | ||
| Institutions | 33,663,498 | 9.4% |
| Unit trusts | 2,320,275 | 0.6% |
| Private persons | 279,795,845 | 77.8% |
ALLOCATION OF SHARES
| NO. IN % | |
|---|---|
| 10 largest shareholders | 15.5% |
| 20 largest shareholders | 19.8% |
| 50 largest shareholders | 26.0% |
| 100 largest shareholders | 31.7% |
SHAREHOLDER STATISTICS (NUMBER OF SHARES OWNED)
| NO. OF SHAREHOLDERS | NO. IN % | NUMBER OF | PROPORTION OF | |
|---|---|---|---|---|
| SHARES | VOTES | |||
| 1 - 2,000 | 11,439 | 52.7% | 8,252,955 | 2.3% |
| 2,001-10,000 | 6,288 | 29.0% | 33,706,727 | 9.4% |
| 10,001 - 1,000,000 | 3,941 | 18.2% | 217,389,211 | 60.4% |
| 1,000,001 - | 23 | 0.1% | 74,562,667 | 20.7% |
| Anonymous ownership | 26,319,907 | 7.2% | ||
| Total | 21,691 | 100.0% | 360,231,467 | 100.0% |
GEOGRAPHIC DISTRIBUTION OF SHAREHOLDINGS IN PER CENT
| SHARE | |
|---|---|
| Sweden | 87.8% |
| Denmark | 3.7% |
| Finland | 0.5% |
| China | 0.2% |
| Norway | 0.2% |
| Italy | 0.1% |
| Switzerland | 0.1% |
| Spain | 0.1% |
| Portugal | 0.1% |
| Singapore | 0.0% |
| Others | 7.3% |
| 100.0% |
Source: EuroClear as of December 31, 2018