Annual Report 2012.pdf - Cherry
Annual Report 2012.pdf - Cherry
Annual Report 2012.pdf - Cherry
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annUal report 2012<br />
CHerry
<strong>Cherry</strong> turns 50 – and is reborn!<br />
This year <strong>Cherry</strong> celebrates 50 years of successful gaming. For over half a century we have<br />
responsibly been supplying our players with fun and exciting games. In recent years <strong>Cherry</strong> has<br />
undergone important changes and taken a big step towards securing further profitable growth.<br />
RESTAURANT CASINO<br />
Part 1<br />
About <strong>Cherry</strong><br />
<strong>Report</strong> from the CEO 4<br />
<strong>Cherry</strong> – 50 year anniversary 6<br />
<strong>Cherry</strong>’s vision 11<br />
Online Gaming 12<br />
Resturant Casino 14<br />
Development Project 16<br />
The share 18<br />
Executives and management 20<br />
50 years in the<br />
services of players<br />
As we know, <strong>Cherry</strong> is 50 this year.<br />
Follow us on an exciting journey<br />
that started in 1963 and still<br />
continues today.<br />
PAGE 6<br />
<strong>Cherry</strong>’s lead is increasing<br />
Thanks to working with procedures<br />
and strategic acquisitions, <strong>Cherry</strong><br />
has increased the number of venues<br />
and turnover per table.<br />
PAGE 14<br />
But we are far from satisfied.<br />
– Emil Sunvisson, CEO<br />
HISTORY ONLINE GAMING<br />
Part 2<br />
<strong>Annual</strong> <strong>Report</strong><br />
Introduction 21<br />
Administration report 22<br />
Group 28<br />
Parent Company 32<br />
Notes 36<br />
Signatures 60<br />
Auditor’s <strong>Report</strong> 61<br />
Definitions 62<br />
DEVELOPMENT PROJECTS<br />
<strong>Cherry</strong> is playing to win<br />
The foundation for further profitable<br />
growth has been laid with the launch<br />
of our own gaming platform.<br />
PAGE 12<br />
New gaming company with<br />
innovative number games<br />
Yggdrasil supplies innovative and exciting<br />
number games on the internet,<br />
which are sold to different operators.<br />
PAGE 16
PART 1 REPORT FROM THE CEO<br />
<strong>Report</strong> from the CEO:<br />
<strong>Cherry</strong> turns 50<br />
– and is reborn!<br />
This year <strong>Cherry</strong> celebrates 50 years of<br />
successful gaming. For over half a century<br />
we have responsibly been supplying our<br />
players with fun and exciting games.<br />
In the recent year <strong>Cherry</strong> has undergone<br />
important changes and taken a big step<br />
towards securing further profitable growth.<br />
But we are far from satisfied.<br />
– Emil Sunvisson, CEO<br />
4 | cherry 50 years<br />
The traditional gaming operations onboard<br />
ships have been sold, the cooperation regarding<br />
the Automaten sites has been discontinued<br />
and the trademarks have been sold. <strong>Cherry</strong><br />
now has Sweden’s best Restaurant Casino, a<br />
completely new and modern platform that<br />
we have developed for Online Gaming and<br />
solid financial base. It is no overstatement to<br />
say that after 50 years, <strong>Cherry</strong> is now facing<br />
yet another new chapter.<br />
With the right technology, competence and<br />
resources, we are now focusing on creating<br />
growth with exciting products and an growth<br />
oriented marketing strategy.<br />
NEW BUSINESS MODEL IN ONLINE GAMING<br />
In November 2012 we launched Euro-<br />
Slots.com, the platform we have developed for<br />
Online Gaming, with our own gaming licence<br />
in both Malta and Schleswig-Holstein. This<br />
platform means that in addition to appear-<br />
ance and functionality, we have full control<br />
over our customers and product offerings.<br />
The switching of our business model from<br />
white label to our own platform means that<br />
we can radically reduce variable costs, which<br />
gives us the opportunity to achieve higher<br />
margins with greater volumes.
The sale of the Automaten sites (Sverige-, Norges- and<br />
DanmarksAutomaten) was completed earlier this year. It<br />
has created a lot of value for <strong>Cherry</strong>’s shareholders and has<br />
given us the financial strength we need to be successful as a<br />
leading and independent operator. We are also very pleased<br />
about the acquisition of one of the oldest online casinos –<br />
<strong>Cherry</strong>Casino.com – which obviously belongs at home with<br />
us at <strong>Cherry</strong>.<br />
Through the investment in Yggdrasil Gaming (read more<br />
on page 16), <strong>Cherry</strong> has taken a further step in the development<br />
of the exciting number games on the net. During the<br />
year we will be launching several new exciting ventures to<br />
create additional growth in Online Gaming.<br />
Many of our competitors would<br />
like to be in our place right now,<br />
with a new platform based on the<br />
latest technology combined with<br />
significant market resources.<br />
RAISING THE STAKES<br />
<strong>Cherry</strong> continues to take market shares in the business<br />
area Restaurant Casino. In 2012 we acquired an additional<br />
three operators and once again succeeded to achieve growth<br />
in a shrinking market.<br />
<strong>Cherry</strong> has been campaigning for several years for a<br />
review of gaming legislation and to increase the maximum<br />
stake at tables. It now seems as if we have gained some<br />
attention. Jan R Andersson (Conservative) who is a member<br />
of the Swedish Parliament has submitted a motion to<br />
increase the stakes, which will be considered by the Ministry<br />
of Culture this spring. We estimate that an increase in the<br />
stakes to SEK 200 at Blackjack will create 1 000 new jobs in<br />
the industry, primarily in the 18–25 age group.<br />
SOCIAL RESPONSIBILITY IS PART OF CHERRY’S BUSINESS CONCEPT<br />
Social responsibility is extra important for <strong>Cherry</strong> as a<br />
private gaming operator. We want to act responsibly, both<br />
in relation to society by sponsoring teams, associations<br />
and Swedish culture, and also towards our customers by<br />
allowing players to easily set limitations to their playing.<br />
Social responsibility is an integral part of our corporate<br />
culture.<br />
NARROWER AND STRONGER FOCUS<br />
In October 2012 we completed the sale of the business<br />
area Maritime Gaming. Our assessment was that the<br />
opportunities for growth and satisfactory profitability in<br />
Maritime Gaming are limited in the near future. Maritime<br />
Gaming has been one of <strong>Cherry</strong>’s core business operations<br />
for a long time, with many experienced and competent<br />
employees. For <strong>Cherry</strong> this disposal means a strong<br />
improvement in liquidity and increased focus on the growth<br />
area Online Gaming.<br />
LEGAL ACTION AGAINST NORWEGIAN GOVERNMENT<br />
EuroLotto has been a much appreciated alternative to the<br />
government lotteries, but not equally popular with the<br />
old school monopolists. During the year we have issued a<br />
lawsuit against the Norwegian government, which demands<br />
that <strong>Cherry</strong> should close its offer of gaming for money at<br />
EuroLotto.com.<br />
We consider that the injunction is invalid, partly because it<br />
is directed against <strong>Cherry</strong> AB in Sweden, which is the wrong<br />
addressee, and also because it lacks legal grounds and conflicts<br />
with the regulations in the EEA agreement concerning<br />
free movement of products and services.<br />
The Norwegian government is attempting with unjust<br />
means to protect its monopoly and make it more difficult<br />
for Norwegian players to turn to private providers. The<br />
government is acting outside of its jurisdiction and<br />
attempting to prohibit foreign companies from offering<br />
Norwegians services that are lawful in Norway.<br />
<strong>Cherry</strong>’s subsidiary intends to continue to offer the<br />
opportunity to play EuroLotto for players in Europe – including<br />
Norway.<br />
A LIVELY FIFTY YEAR OLD<br />
<strong>Cherry</strong> celebrated the jubilee year in grand style by gathering<br />
nearly 500 capable, committed and party-hungry colleagues<br />
to celebrate the lively fifty year old. It was a party we will<br />
certainly not forget for a long time. We also congratulated<br />
all the great colleagues who won prizes, especially the Best<br />
Croupier in the Universe.<br />
2013 HIGHLIGHTS THE START OF THE NEW CHERRY<br />
The sale of the Automaten sites and the major investments<br />
in the launch of new products in new markets means that<br />
2013 will be different from previous years. I believe that the<br />
investments will result in increased growth, but that the<br />
business area Online Gaming will show poorer margins for<br />
some time.<br />
We are laying the foundation in 2013 for many years of<br />
further profitable growth. Many of our competitors would<br />
like to be in our place right now, with a new platform based<br />
on the latest technology combined with significant market<br />
resources.<br />
We have made a lot of progress in just a couple of years.<br />
A few years ago <strong>Cherry</strong> was running Restaurant Casino<br />
and Maritime Gaming without particularly large funds.<br />
Today we are one of the fastest growing companies in<br />
Europe in Online Casino, with powerful resources to say<br />
the least.<br />
Newly<br />
painted<br />
Emil inspects the rooms at<br />
<strong>Cherry</strong>’s new head office at<br />
Blekholmstorget in Stockholm.<br />
cherry 50 years |<br />
5
PART 1 CHERRY – 50 YEAR ANNIVERSARY<br />
6 | cherry 50 years<br />
50 YEARS IN<br />
THE SERVICES<br />
OF PLAYERS<br />
As we know, <strong>Cherry</strong> is 50 this year. It’s been 50 years<br />
lined with great success, some misfortune – but above all –<br />
fun & excitement. Follow us on an exciting journey that<br />
started in 1963 and still continues today.<br />
T<br />
he year is 1963. A year that held many important<br />
events. The Beatles released their first<br />
album, the first James Bond film opened at<br />
the cinema, John F Kennedy was assassinated in<br />
Dallas and the Swedish Parliament introduced a<br />
new law on four weeks holiday.<br />
AB Restaurang Rouletter was founded on the<br />
Saint Lucia Day, December 13, that very year by Bill<br />
Lindwall and Rolf Lundström. It was the beginning<br />
of the company that today, 50 years later, is called<br />
<strong>Cherry</strong> and has experienced both impressive<br />
success and tough setbacks.<br />
The name clearly shows that the company was<br />
engaged in roulette at restaurants. They mainly<br />
had customers in central and southern Sweden,<br />
and there were lots of students who wanted parttime<br />
jobs as croupiers at their tables.<br />
Two of these students, Per Hamberg and Lars<br />
Kling, were keen on starting a company and trying<br />
their own luck, with their main focus on northern<br />
Sweden. The two companies were competitors for<br />
some years, but in 1968 they decided it was better<br />
to join together and work under the same flag.<br />
<strong>Cherry</strong> was launched in 1972 as the name for<br />
the joint company and the now famous cherries<br />
began to be used as the logotype. The company<br />
was ready to face new challenges and opportunities<br />
– with a business concept based on fun & excitement<br />
and responsibility.<br />
The slot machine era<br />
In 1972 <strong>Cherry</strong> began to understand what was<br />
coming. So when a law came out the next year<br />
that allowed slot machines at restaurants that has<br />
licences to serve alcohol, <strong>Cherry</strong> was considerably<br />
better equipped than its competitors.<br />
Which soon proved to be the case – in a short<br />
time <strong>Cherry</strong> took over half of the slot machine<br />
market in Sweden. It became a nationwide company,<br />
with offices in Solna, Gothenburg, Umeå<br />
and Malmö. With the help of many young, newly<br />
recruited, ambitious persons who received a lot of<br />
freedom to take action.<br />
from top left<br />
roulette in the 60s<br />
online gaming on a tablet 2012<br />
entertainment in the 70s<br />
branded slot machine<br />
hi-tech anno 1978<br />
cherry’s chips 2013<br />
80s at casino orbis in poland
cherry 50 years |<br />
7
PART 1 CHERRY – 50 YEAR ANNIVERSARY<br />
19<br />
63<br />
8 | cherry 50 years<br />
The 70s were a period of fantastic success for<br />
<strong>Cherry</strong> – and at the same time a lot of hard work<br />
to keep competitors at bay. Good service and competent<br />
staff have been important components in<br />
<strong>Cherry</strong>’s business concept from the very beginning.<br />
Something that has been significant in maintaining<br />
the lead in relation to competitors.<br />
This was matched with curiosity and the thrill of<br />
discovery – what was round the corner? What new<br />
forms of gaming could be interesting and successful<br />
in the time ahead?<br />
The driving force to keep on thinking ahead led<br />
<strong>Cherry</strong> to initiate cooperation in 1974 with a small,<br />
newly started electronics company in California.<br />
This company was Atari, a partner who undeniably<br />
proved to be focused on future gaming experiences.<br />
The successful era of slot machines came, however,<br />
to an abrupt end. A decision was taken in 1978<br />
to prohibit slot machines in Sweden. The decision<br />
came into force on 1 January 1979 and <strong>Cherry</strong> had<br />
to spend a lot of energy, time and money to change<br />
the organisation and operations to the new gaming<br />
regulations on the market.<br />
Gaming on boats – and outside Sweden<br />
A slimmer organisation began to look for new<br />
business opportunities after the prohibition of<br />
slot machines came into force. About 5 000 slot<br />
machines stood along the walls in a warehouse in<br />
the south of Stockholm.<br />
Soon enough they came to the conclusion<br />
that there ought to be possibilities of using the<br />
machines in other places. <strong>Cherry</strong> had already begun<br />
to widen operations outside the borders of Sweden,<br />
AB Restaurang Rouletter was<br />
founded by Bill Lindwall and Rolf<br />
Lundström. It operates mainly in<br />
southern and central Sweden.<br />
19<br />
68<br />
19<br />
72<br />
19<br />
73<br />
Cooperation is established with AB Roulett<br />
konsult & Spelautomater founded by Per<br />
Hamberg and Lars Kling. The business<br />
operation is now nationwide.<br />
New legislation enables licensed<br />
restaurants to provide slot machines<br />
with winnings in Swedish kronor.<br />
The <strong>Cherry</strong> name and the<br />
cherry symbol are registered.<br />
19<br />
78<br />
with organised branches in England, Norway and<br />
Denmark. Moreover, <strong>Cherry</strong> was involved in casino<br />
operations in Cadiz in Spain and in Majorca, with<br />
agreements for slot machines with more than a<br />
thousand bars and public places.<br />
It also became clear that several Eastern European<br />
countries were in a phase that was suitable for<br />
the launch of slot machines on a broad front. For<br />
several years successful operations were developed<br />
in what were Yugoslavia, Czechoslovakia, the Soviet<br />
Union and Poland. The expansion in the east was<br />
complicated, however, by such things as soaring<br />
inflation and, even here, governments who put<br />
obstacles in the way.<br />
In parallel with foreign expansion, <strong>Cherry</strong> also<br />
found business opportunities in another inter-<br />
national arena, namely the boats sailing on<br />
international waters. Most of these permitted slot<br />
machines, just because they were on international<br />
waters. The Maritime part grew quickly in Sweden<br />
and also spread to the Mediterranean.<br />
The Internet emerges<br />
In 1997 hardly as many as two million Swedes aged<br />
between 15–74 used the Internet more than once<br />
a month. Today around six million Swedes use the<br />
Internet daily.<br />
But in 1997 the combination of curiosity and<br />
vision made itself felt in <strong>Cherry</strong> once again. It was<br />
then Pontus Lindwall (son of one of the founders,<br />
Bill Lindwall) set up guidelines for gaming experiences<br />
via the Internet. It was subsequently revealed<br />
that others were on the same track, but <strong>Cherry</strong> was<br />
once again an early starter in this venture. They took<br />
19<br />
84<br />
<strong>Cherry</strong> is acquiring several former profit generating<br />
Swedish gaming companies and is financing these<br />
acquisitions with the issue of new shares. The foundation<br />
for a new group is being created.<br />
1986 –<br />
1991<br />
The Swedish Parliament takes a decision<br />
to prohibit slot machines. The platform<br />
for <strong>Cherry</strong>’s operations disappears during<br />
the course of one month. An extensive<br />
reorganisation is begun.<br />
<strong>Cherry</strong> operates slot<br />
machines and casinos in<br />
several Eastern European<br />
countries.<br />
19<br />
92<br />
Developments in Eastern<br />
Europe causes <strong>Cherry</strong><br />
extensive losses. The<br />
board decides to focus<br />
on core markets and<br />
to trim or discontinue<br />
investments in Eastern<br />
Europe.
19<br />
93<br />
slot machines on the move in eastern europe in the 80s cherry on the road (1977)<br />
the risk of investing in a business operation that<br />
would experience a few difficult years before it bore<br />
fruit and became profitable – especially because of<br />
all the air that went out of the Swedish IT bubble<br />
with such incredible force around the year 2000,<br />
just as <strong>Cherry</strong>’s first Internet casino <strong>Cherry</strong>-<br />
Casino.com was launched. The company Net<br />
Entertainment started as a development project in<br />
<strong>Cherry</strong> to meet the demand for slot machines on<br />
the Internet.<br />
The online business began quickly expanding<br />
on its own and through fruitful cooperations. In<br />
2003 <strong>Cherry</strong> invested in a small but promising<br />
company called Betsson, which with <strong>Cherry</strong>’s help<br />
<strong>Cherry</strong> is once<br />
again profitable.<br />
19<br />
94<br />
19<br />
96<br />
<strong>Cherry</strong> acquires Casino<br />
Invest in Umeå and<br />
thereby reinforces its<br />
position in Norrland and<br />
Gothenburg.<br />
<strong>Cherry</strong>’s B-share was listed on the SBI list<br />
(NGM Equity) on 26 March. A business<br />
venture with the so-called wheel of fortune<br />
starts in February. The Swedish Parliament<br />
takes a decision to prohibit the wheel of<br />
fortune from 1 January 1997. <strong>Cherry</strong> introduces<br />
a new generation of games for the<br />
Swedish restaurant and bingo markets.<br />
19<br />
98<br />
<strong>Cherry</strong> acquires 35 percent<br />
of Net Entertainment<br />
AB.<br />
19<br />
99<br />
quickly got things moving.<br />
The technology was refined and made gaming<br />
on the Internet increasingly more attractive. At the<br />
same time a gaming boom spread over Sweden,<br />
and playing on the Internet quickly grew from<br />
something somewhat suspect to something just as<br />
natural as sitting with a bag of crisps on the sofa<br />
watching television on a Friday night.<br />
As a result of the different operations that developed<br />
it was decided that the operations in <strong>Cherry</strong> at<br />
that time would be better off in separate companies,<br />
and in 2006 the company was divided into Betsson,<br />
Net Entertainment and <strong>Cherry</strong>.<br />
20<br />
00<br />
20<br />
01<br />
<strong>Cherry</strong> acquires First Casino. Maritime Gaming<br />
starts in the Mediterranean. A cooperation<br />
agreement is signed with AB Svenska Spel<br />
concerning value slot machines. <strong>Cherry</strong><br />
invests excess liquidity in IT companies,<br />
primarily in the Internet sector.<br />
<strong>Cherry</strong> acquires Kinnevik’s holding in Net Entertainment.<br />
Payment is made through a special issue of shares, whereby<br />
Kinnevik becomes the largest owner in <strong>Cherry</strong>. The parent<br />
company’s B-shares are listed on the OM Stockholm<br />
Exchange’s O-list on 22 June. <strong>Cherry</strong> launches a new logo.<br />
<strong>Cherry</strong> is forced to implement cost<br />
savings and to write down goodwill<br />
in Net Entertainment.<br />
20<br />
02<br />
20<br />
03<br />
<strong>Cherry</strong> buys into the English sport<br />
gaming company Betsson.com. <strong>Cherry</strong><br />
signs a large agreement with Danish<br />
Shell on the establishment of gaming<br />
environments at petrol stations.<br />
<strong>Cherry</strong> implements the only oversubscribed rights issue for<br />
the year, which brings SEK 20 million for existing shareholders.<br />
Net Entertainment sells its first CasinoModule to<br />
Expekt.com. The cooperation agreement with Svenska Spel<br />
concerning Jack Vegas is discontinued according to plan.<br />
cherry 50 years |<br />
9
PART 1 CHERRY – 50 YEAR ANNIVERSARY<br />
20<br />
04<br />
20<br />
05<br />
20<br />
06<br />
10 | cherry 50 years<br />
Restaurant Casino – a stable base<br />
Right from the very beginning, 50 years ago,<br />
<strong>Cherry</strong> was at that time a dominant player on the<br />
market for Restaurant Casino in Sweden. And so it<br />
has remained throughout the years.<br />
On the side of business operations such as slot<br />
machines, international ventures, maritime gaming<br />
and online gaming, restaurant casino has existed<br />
as a secure and stable base. It is basically built<br />
on the same business concept today as in 1963, i.e.<br />
to offer manned gaming tables for gaming experiences<br />
at restaurants and other places of entertainment.<br />
The staff are an important part of the business<br />
concept, and <strong>Cherry</strong> is famous for its high<br />
level of service and competent personnel.<br />
After 50 years in the industry, <strong>Cherry</strong> is stronger<br />
than ever and has a full 60 percent of the Swedish<br />
market. <strong>Cherry</strong> continues to grow by taking venues<br />
from competitors and through acquisitions.<br />
But the prospects for operations have changed<br />
through the years, partly from fluctuating trends in<br />
entertainment, and partly from competition in the<br />
form of other attractions. The regulations around<br />
restaurant casino have also made life tougher for<br />
<strong>Cherry</strong>, namely because stakes have not been increased<br />
in line with rising costs. It is becoming<br />
more and more difficult to earn money at restaurant<br />
casino in Sweden today, and a large number of job<br />
opportunities are threatened unless the rules are<br />
changed.<br />
20<br />
07<br />
Net Entertainment delivers a significant<br />
number of Casino Modules to<br />
international customers. Partly owned<br />
Betsson.com achieves its commercial<br />
breakthrough.<br />
Net Entertainment develops<br />
strongly. <strong>Cherry</strong><br />
acquires the outstanding<br />
parts of Betsson.<br />
<strong>Cherry</strong> launches the product<br />
EventCasino. Betsson distributes<br />
Net Entertainment to shareholders.<br />
20<br />
08<br />
<strong>Cherry</strong> changes its name to Betsson and<br />
distributes <strong>Cherry</strong> Casino to shareholders.<br />
A new group is established and listed on<br />
AktieTorget.<br />
<strong>Cherry</strong> launches the gaming<br />
site Play<strong>Cherry</strong>.com. <strong>Cherry</strong><br />
launches 11 boxer tables for<br />
Blackjack and discontinues<br />
land-based gaming in<br />
Denmark.<br />
20<br />
09<br />
20<br />
10<br />
<strong>Cherry</strong> – today – and in the future<br />
The company that still prides itself in the stylised<br />
cherries is obviously a completely different company<br />
to the one started 50 years ago. But the emphasis<br />
is still the same, to offer fun & excitement in a very<br />
responsible way.<br />
The winds of change are now blowing for us<br />
to vitalise our operations and establish the foundation<br />
for another 50 years of growth. <strong>Cherry</strong>’s<br />
gaming services are now mainly to be found on<br />
the Internet and in restaurants. The business area<br />
Maritime Gaming was sold in the autumn of 2012,<br />
thereby concluding a long and important era in the<br />
company.<br />
Several new ventures have been launched on the<br />
basis of <strong>Cherry</strong>’s new gaming platform, including<br />
the net casino EuroSlots, the mega lottery EuroLotto<br />
and the re-launch of <strong>Cherry</strong>Casino. No one will be<br />
surprised if other exciting ventures emerge, for<br />
the objective of achieving more growth in Online<br />
Gaming.<br />
The existence of private gaming companies has<br />
been questioned regularly throughout the years,<br />
which makes it even more important for <strong>Cherry</strong><br />
to emphasise its work with social responsibility.<br />
<strong>Cherry</strong> wants to take a far reaching social responsibility<br />
by sponsoring associations and culture and<br />
by giving players the opportunity to easily limit<br />
their playing. Social responsibility is an integral<br />
part of <strong>Cherry</strong>’s corporate culture.<br />
<strong>Cherry</strong> receives a gaming licence for Casino on the net in<br />
Schleswig-Holstein. <strong>Cherry</strong> sold in February trademarks and<br />
domains related to the Automaten Group to Betsson AB<br />
(publ). The proceeds amounted to SEK 286.0 million. <strong>Cherry</strong><br />
acquired the gaming site <strong>Cherry</strong>Casino.com in February.<br />
20<br />
11<br />
<strong>Cherry</strong> acquires the Automaten<br />
group and becomes a leading<br />
player in online slot machines.<br />
<strong>Cherry</strong> acquires Astral<br />
Marine Services Ltd and<br />
Joker Casino. It reinforces<br />
its position during the<br />
year as market leader<br />
in restaurant casino in<br />
Sweden.<br />
<strong>Cherry</strong> launches Europe’s<br />
largest lottery with daily draws,<br />
EuroLotto.com and the affiliate<br />
portal, <strong>Cherry</strong>Affiliates.com.<br />
20<br />
12<br />
2013<br />
<strong>Cherry</strong> acquires City-, Snättringe- and<br />
Göteborg Casino and sells the business<br />
area Maritime Gaming. <strong>Cherry</strong><br />
receives its own gaming license on<br />
Malta. A new in-house developed<br />
gaming platform is launched in 2012,<br />
EuroSlots.com, and a new logo sees<br />
the light of day. <strong>Cherry</strong><br />
invests in Yggdrasil.
<strong>Cherry</strong>’s vision<br />
<strong>Cherry</strong> should be a leading gaming operator on all markets where we are active.<br />
BUSINESS CONCEPT<br />
<strong>Cherry</strong> offers fun & excitement with<br />
entertaining and exciting games in<br />
a safe environment.<br />
OVERALL STRATEGY<br />
` To respect the players by offering<br />
user-friendly, entertaining and<br />
exciting games in a safe environment.<br />
` Develop new business ideas where<br />
gaming or related products/services<br />
will contribute to a moment of fun<br />
and excitement.<br />
` Seek growth and profitability.<br />
Growth shall be organic as well as<br />
through acquisition.<br />
` Work for a re-regulated gaming<br />
market in Sweden.<br />
` To operate games with extensive<br />
social responsibility.<br />
OVERALL OBJECTIVES<br />
The following overall objectives should<br />
be a guiding principle for group activities<br />
seen over a business cycle.<br />
` <strong>Cherry</strong> should grow faster than the<br />
market.<br />
` The growth rate of profits should<br />
exceed 10 percent a year.<br />
` The equity ratio should amount to at<br />
least 30 percent.<br />
` Dividend shall be 50 percent<br />
of net profit.<br />
cherry 50 years |<br />
11
PART 1 ONLINE GAMING<br />
Online Gaming:<br />
New trademarks and new technology<br />
– <strong>Cherry</strong> is playing to win<br />
<strong>Cherry</strong>’s business model has undergone a significant change in the last year in<br />
the transfer from white label in cooperation with partners, to operation based<br />
on its own licence and platform. With a completely new and modern gaming<br />
platform and extensive marketing resources, <strong>Cherry</strong> has laid the foundation<br />
for many years of profitable growth in the future.<br />
From now on future growth will be created from our own<br />
platform, where <strong>Cherry</strong> has control over its customers, products<br />
and offerings. With the right technology, competence<br />
and resources the focus is now on creating growth with exciting<br />
products and an growth focused marketing strategy.<br />
EUROPE’S NEWEST GAMING EXPERIENCE<br />
In November 2012 <strong>Cherry</strong> launched EuroSlots.com – a<br />
new product focusing on <strong>Cherry</strong>’s core area – online slot<br />
12 | cherry 50 years<br />
machines. EuroSlots offers many innovative functions and<br />
games, but what makes the venture especially interesting is<br />
what cannot be seen from the outside. EuroSlots has in fact<br />
been built up from the bottom on a completely new in-house<br />
developed platform.<br />
“After extensive development work it is extremely pleasing<br />
to finally have launched EuroSlots.com on our own platform<br />
with our own gaming licence,” says Marius Andersen, CEO<br />
of <strong>Cherry</strong> Malta Ltd.
EuroSlots.com<br />
Launched in November 2012<br />
in seven different languages,<br />
based on the platform developed<br />
by <strong>Cherry</strong>. Offers online<br />
slot machines with the focus<br />
on user-friendliness.<br />
<strong>Cherry</strong>Affiliates.com<br />
A separate portal for all our<br />
competent affiliates, where<br />
they can follow their own<br />
results, collect marketing<br />
material and take part in<br />
campaigns.<br />
With its own platform <strong>Cherry</strong> can create a completely<br />
new flexibility, which among other things provides access<br />
to new markets.<br />
“We obtain better control over the product offering and<br />
strong financial leverage with low variable costs, which over<br />
time improves our margins.”<br />
EuroSlots offers a wide range of the best games available<br />
online. The platform is designed from the bottom up with<br />
the help of the latest technology and is focused on simplicity<br />
and security.<br />
“EuroSlots has been developed with the player in the<br />
centre and gives us the opportunity to connect in principle<br />
all types of games. There is also well-integrated functionality<br />
for responsible gaming, where players can set the limits<br />
themselves.”<br />
The platform is prepared to meet all the requirements set<br />
in different markets. Europe is moving towards a patchwork<br />
of regulations and a flexible platform that can be adapted to<br />
current rules and regulations is an import factor for success.<br />
JACKPOT WITH AUTOMATEN SITES<br />
<strong>Cherry</strong> sold the Automaten sites (Sverige-, Norges- and<br />
DanmarksAutomaten) in January 2013 for a total of SEK<br />
286 million. This is a very substantial increase in <strong>Cherry</strong>’s<br />
resources.<br />
“The sale is an importance piece of the puzzle in the new<br />
start of our operations on the Internet, where future growth<br />
is created from our own platform,” adds Marius Andersen.<br />
In conjunction with the sale of the Automaten sites <strong>Cherry</strong><br />
acquired the <strong>Cherry</strong>Casino.com site. This will be incorporated<br />
in the EuroSlots platform and consists of an important<br />
piece of the puzzle to gain synergies between Restaurant<br />
Casino and Online Gaming.<br />
EuroLotto.com<br />
Europe’s largest daily lottery<br />
draw with a mega jackpot.<br />
Sponsors Special Olympics,<br />
the largest sports event for<br />
persons with intellectual<br />
disabilities.<br />
SpilleAutomater.com<br />
Starts in the spring of 2013<br />
with a strong focus on online<br />
slot machines based on<br />
<strong>Cherry</strong>’s platform.<br />
<strong>Cherry</strong>Casino.com<br />
A classical casino on the<br />
Internet started by <strong>Cherry</strong> in<br />
2000, and which once again<br />
is being managed by the<br />
company.<br />
EuroSlots offers a wide range of<br />
the best games available online.<br />
The platform is designed from<br />
the bottom up with the help of<br />
the latest technology.<br />
A GATEWAY TO GERMANY<br />
<strong>Cherry</strong>’s subsidiary Play<strong>Cherry</strong> Ltd (Malta) received a<br />
licence in January 2013 in the German federal state<br />
Schleswig-Holstein to offer online casino.<br />
“We see the casino licence as an acknowledgement that<br />
our platform and organisation complies with the high<br />
requirements set to be able to compete on regulated<br />
markets. The licence means that we will be able to market<br />
our gaming in an effective way.”<br />
Schleswig-Holstein is expected to join the other 15 federal<br />
states soon, but in all probability it will not be possible to recall<br />
already issued licences. The licence is an important part<br />
in successfully being able to address the German market.<br />
CONTINUED FOCUS ON EXPANSION<br />
<strong>Cherry</strong> will continue to work in 2013 with the roll out and<br />
marketing of the EuroSlots platform in new markets, both<br />
under the trademark EuroSlots.com and under local trademarks,<br />
e.g. SpilleAutomater.com.<br />
“We are keeping our sharp focus on growth, with further<br />
investments in new and innovative products. This is fundamental<br />
to create future value,” says Marius Andersen in<br />
conclusion.<br />
cherry 50 years |<br />
13
PART 1 RESTAURANT CASINO<br />
Restaurant Casino:<br />
<strong>Cherry</strong>’s lead is increasing<br />
more and more<br />
The business area Restaurant Casino experienced its best year yet in 2012. Both<br />
turnover and profits reached new heights. Yet despite a good year for the restaurant<br />
sector, the market for Restaurant Casino continues to shrink in Sweden. Thanks to<br />
ongoing work with procedures and strategic acquisitions, <strong>Cherry</strong> has succeeded in<br />
increasing both the number of venues and the turnover per table.<br />
14 14 | | cherry 50 50 åryears
<strong>Cherry</strong> has been successful in its efforts to start gaming in<br />
many new restaurants, but at the same time has been forced to<br />
close other venues because operations were unprofitable.<br />
“In total we have seen an increase in the number of<br />
venues, thanks to our proactive efforts. We are maintaining<br />
and increasing turnover on a market that overall continues to<br />
shrink” says Ulf Bergström, Business Area Manager at <strong>Cherry</strong><br />
Casino AB.<br />
INCREASED GAMING PER TABLE<br />
At the venues where <strong>Cherry</strong> is still open, customers are playing<br />
more than ever before, largely thanks to a series of implemented<br />
measures.<br />
“We have raised the lowest stake level at most venues to<br />
SEK 40 or 50. We have also continued to work on refining<br />
the training of our personnel, so that there is a higher level<br />
of competence than ever before.”<br />
NEW ACQUISITIONS INCREASE TURNOVER<br />
During the year <strong>Cherry</strong> acquired three competitors –<br />
Göteborgs Casino, Snättringe Casino and City Casino – and<br />
thereby took over operations at several well-known pubs and<br />
restaurants in Gothenburg and Stockholm.<br />
BETTER CONTROL WITH NEW SYSTEM<br />
The launch of the new cash terminals, which in addition to<br />
card payment facilities offer full integration with the new<br />
statistics and business system, is now ready.<br />
“The new system works excellently. All data and statistics<br />
go directly into the system.”<br />
<strong>Cherry</strong> now has much better statistics and opportunities<br />
for follow-up, and can optimise staffing and opening hours<br />
with better control of statistics on individuals and tables. The<br />
system permits full control of the flow of markers and money<br />
over time, and provides much faster reporting directly<br />
from the venues.<br />
“Legislation hasn’t kept up”<br />
Gustaf Hoffsted (Conservative) is a member of the Swedish Parliament in the Standing<br />
Committee on Cultural Affairs. He explains his standpoint for raising the stake levels.<br />
Why is it important to implement<br />
this motion?<br />
“Today’s gaming legislation concerning<br />
Restaurant Casino from 1995 has not<br />
kept up with the general cost trends. In<br />
practice the maximum stake with a SEK<br />
50 chip has remained unchanged for 18<br />
years. Restaurant Casino has been de-<br />
clining for many years, and if we don’t<br />
introduce a certain adjustment of the<br />
stakes the survival of the entire industry<br />
will be at risk. This risks job opportunities.<br />
I also think that Restaurant Casino is a<br />
nice part of the integrated entertainment<br />
on offer in our restaurants.<br />
Which social consequences can an<br />
increase involve?<br />
“Above all it should be possible to<br />
secure the 1 200 jobs that exist today,<br />
while at the same time it should be<br />
possible to create an additional 1 000 job<br />
opportunities by increasing the stakes. I<br />
believe that restaurant casino can continue<br />
to maintain its low level of problematic<br />
gaming, even after a certain increase in<br />
the stakes. In comparison with the alternatives<br />
offered at Casino Cosmopol or<br />
foreign based gaming on the Internet, the<br />
stake levels are very low and the problems<br />
of addiction to gaming limited.<br />
FURTHER IMPROVEMENTS<br />
<strong>Cherry</strong> continues to make small changes within the strict<br />
framework of laws and restrictions surrounding the industry.<br />
“We try to get better in all areas, so that we can give our<br />
guests a few moments of fun and excitement,” promises Ulf<br />
Bergström, who is proud to have taken part in building up<br />
Sweden’s largest restaurant casino.<br />
EAGERLY AWAITED MOTION FOR RAISING THE STAKES<br />
The reason for the shrinking Restaurant Casino market<br />
is the legal maximum limit for stakes, which has not been<br />
raised in line with the expenses of gaming operators. The<br />
maximum stake today is about SEK 73, but in practice SEK<br />
50 – which it has been now for almost 20 years. The current<br />
legislation is from 1995 and it has quite simply not kept<br />
up with the times. This has meant a constant decline and<br />
halving of the industry since year 2000.<br />
But after <strong>Cherry</strong> has spent a long time working to inform<br />
politicians and decision-makers, a member of the Swedish<br />
Parliament has finally written a motion to increase the<br />
stakes. Jan R Andersson (Conservative) proposes raising the<br />
stakes from today’s SEK 70 to 200.<br />
“The next step is for the motion to be considered by the<br />
Ministry of Culture in the spring. At the very best we could<br />
see a change in the law by the end of the year, but there is a<br />
big risk that it will take longer,” adds Ulf Bergström.<br />
The proposed raising of the stakes is a pure case of survival<br />
for <strong>Cherry</strong>, because wage costs and other costs are rising at<br />
a higher rate than earnings.<br />
“With the raised levels of stakes we would be able to open<br />
more venues and keep them open for more days in the week.<br />
This is estimated to create up to 1 000 new job opportunities,<br />
primarily openings for young unemployed persons.<br />
If the stakes are not raised this will have consequences for<br />
our business operations and job opportunities will be lost<br />
over time.<br />
Which groups will benefit most from the<br />
newly created jobs?<br />
“The industry employs today mainly<br />
young people aged between 18–25 in all<br />
parts of the country. Newly created jobs<br />
will in all likelihood be “openings” that<br />
help us to keep unemployment down<br />
among young people, while also providing<br />
a valuable introduction to working<br />
life.<br />
cherry 50 years |<br />
15
PART 1 dEVELOPMENT PROjECTS<br />
Yggdrasil Gaming:<br />
New gaming company with<br />
innovative number games<br />
16 | | cherry 50 years
Yggdrasil Gaming is a completely new gaming company founded by industry<br />
veteran Fredrik Elmqvist. Yggdrasil supplies innovative and exciting number<br />
games on the Internet, which are sold to different operators. <strong>Cherry</strong> is both<br />
a pilot customer and a financial investor in the company. For <strong>Cherry</strong> this<br />
investment is a step towards standing out from the rest and keeping one<br />
step ahead of competitors.<br />
Fredrik Elmqvist, former CEO of Net Entertainment Malta, is<br />
running Yggdrasil together with a close-knit team of colleagues<br />
with solid backgrounds in both online casino and state regulated<br />
lotteries.<br />
Number games are deeply rooted in our consciousness, but<br />
Yggdrasil is the first on the market to make use of the popularity<br />
of number games and combine them with other well-proven<br />
gaming concepts.<br />
“Most people often have one or more favourite numbers, so<br />
we start by giving the player opportunities to play their favourite<br />
numbers by clicking, choosing, doubling up and scratching their<br />
favourite numbers,” says Fredrik Elmqvist, CEO of Yggdrasil<br />
Gaming.<br />
With their concept “NUMB3RS L0V3RS”, Yggdrasil offers a<br />
In 2011 the lottery market<br />
amounted to $ 262 billion. A<br />
large part of the lottery market is<br />
expected to move online, in what<br />
is called “the Final Frontier”.<br />
wide range of lottery games, including the action packed 3D-<br />
Keno, and scratch lotteries for occasional players and high-rollers.<br />
The games are available on computers, mobiles and tablets, and<br />
offer support for 11 European languages and several different<br />
currencies.<br />
In 2011 the lottery market amounted to $ 262 billion. A large<br />
part of the lottery market is expected to move online, in what<br />
is called “the Final Frontier” in the gaming market, after sport<br />
gaming, bingo, casino and poker have successfully established<br />
themselves online.<br />
“We intend to be a key player for operators who want to take<br />
market shares for number games on the Internet,” continues<br />
Fredrik Elmqvist. “We therefore offer our licensed customers<br />
a full-scale product portfolio of innovative games for both newcomers<br />
and veterans.”<br />
Yggdrasil’s business concept is to supply its gaming portfolio<br />
to licensed gaming operators, with the focus on Europe. There<br />
is a big demand for many operators to reinforce their offering<br />
in number games, which today is an underrepresented product<br />
category at private gaming operators on the Internet.<br />
<strong>Cherry</strong> will as a pilot customer be able to derive significant<br />
benefits from Yggdrasil Gaming’s innovative gaming catalogue.<br />
The products will be offered on <strong>Cherry</strong>’s web pages.<br />
“As a financial investor we hope that the investment will gene-<br />
rate a good yield for our shareholders,” says Emil Sunvisson, CEO<br />
of <strong>Cherry</strong>.<br />
The tree of life<br />
The regenerative power in Yggdrasil is our innovative<br />
gaming catalogue, according to Fredrik Elmqvist.<br />
“In the gaming industry everything is called something like<br />
Game, Tech, Play, Bet–and so on,” says Fredrik Elmqvist.<br />
“Reasonably generic. I wanted to have something<br />
that stood out, but still has associations with the<br />
Nordic. And then the name Yggdrasil wasn’t<br />
charged with values, so you could more or<br />
less fill it with whatever you wanted to.”<br />
“Yggdrasil is the tree of life in the old<br />
mythology. We try to create different worlds<br />
for our games and at the same time create<br />
our own world on the basis of the experiences<br />
and lessons we have brought<br />
with us to the business adventure.”<br />
cherry 50 years |<br />
17
PART 1 AkTIEN<br />
The share<br />
<strong>Cherry</strong>’s B-share is listed on AktieTorget.<br />
SHARE STRUCTURE<br />
At the end of the year <strong>Cherry</strong> had<br />
12 805 642 shares, divided into<br />
997 600 A-shares and 11 805 042<br />
B-shares. Each A-share carries 10 votes<br />
per share, while each B-share carries<br />
one vote. The shares have equal rights<br />
to the assets and profits in <strong>Cherry</strong>.<br />
SHARE ISSUES<br />
In 2010 <strong>Cherry</strong> completed a non-cash<br />
issue of 100 000 A-shares and 6 301 321<br />
B-shares in conjunction with the acqui-<br />
sition of the Automaten group. <strong>Cherry</strong><br />
also completed in 2010 a preferential<br />
share issue for acquisition of the Auto-<br />
maten group consisting of 336 600<br />
A-shares and 2 063 895 B-shares at<br />
a subscription price of SEK 12 per<br />
share. The shares were subscribed to<br />
315 percent, of which 99 percent with<br />
the support of preferential rights and<br />
216 percent without the support of<br />
preferential rights, which 99 percent<br />
with the support of preference rights<br />
and 216 percent without the support of<br />
preference rights, which gave <strong>Cherry</strong><br />
Share price 12/2011–12/2012<br />
30<br />
27<br />
24<br />
21<br />
18<br />
15<br />
dec 2011<br />
18 | | cherry 50 years<br />
mar 2012<br />
SEK 28 805 940 before issue costs.<br />
The number of shares increased to a<br />
total of 8 801 816 shares via the preferential<br />
share issue and to 12 802 642 for<br />
the issue in kind, divided into 997 600<br />
A-shares and 11 085 042 B-shares.<br />
The share capital increased by SEK<br />
4 840 998.80 from SEK 2 200 454.30<br />
to SEK 7 041 453.10.<br />
In 2009 <strong>Cherry</strong> also completed the<br />
issue in kind of 45 454 B-shares in conjunction<br />
with the acquisition of operations<br />
in Knock Out AB (Joker Casino).<br />
The company’s share capital thereby<br />
increased by SEK 24 999.70 to SEK<br />
2 200 454.30.<br />
CONVERTIBLES AND OPTIONS PROGRAMME<br />
At an extraordinary general meeting on<br />
19 October 2011 a decision was taken<br />
to introduce a long-term incentive programme<br />
for leading executives and key<br />
persons in <strong>Cherry</strong>. The decision involves<br />
the issue of a maximum of 500 000<br />
subscription options to persons with<br />
permanent positions in <strong>Cherry</strong> to<br />
subscribe to the same number of new<br />
jun 2012<br />
shares in <strong>Cherry</strong> AB.<br />
455 000 subscription options have<br />
been offered to permanent employees,<br />
of which 100 percent have been subscribed<br />
to. The subscription options<br />
were issued at the market price, which<br />
was set at SEK 0.93 and brought in equity<br />
of SEK 423 thousand for the group.<br />
The subscription price for the shares<br />
was set to SEK 22.94, which consists of<br />
130 percent of the average share price<br />
during 20 days of trading before the<br />
date of the meeting, 19 October. The<br />
subscription of shares can take place<br />
during the period 1 November to 30<br />
November 2014. An additional 45 000<br />
subscription options are held by the<br />
wholly-owned subsidiary <strong>Cherry</strong> Casino<br />
Syd AB. In that the share price from<br />
the introduction of the programme and<br />
as of the balance sheet date exceeds the<br />
subscription price SEK 22.94 the options<br />
had a dilution effect on profit per<br />
share for 2012. In total the options have<br />
exceeded the subscription price for 331<br />
days as of 31-12-2012. This has involved<br />
a dilution effect of 403 548 shares.<br />
sep 2012<br />
dec 2012
19<br />
OWNERSHIP STRUCTURE<br />
As of 31 December 2012 the number<br />
of shareholders in <strong>Cherry</strong> amounted to<br />
1 932 (1 956).<br />
Several larger holdings in the company<br />
are registered in foreign banks.<br />
This practice means that the board has<br />
incomplete information as to who the<br />
ultimate owners of <strong>Cherry</strong> are.<br />
LIQUIDITY GUARANTEE<br />
<strong>Cherry</strong> appointed Remium on 26<br />
September 2007 as a liquidity guarantor<br />
for <strong>Cherry</strong>’s B-share. The policy<br />
employed by the board of having a liquidity<br />
guarantor is to ensure a lower<br />
investment cost and less risk for investors<br />
trading with the share.<br />
A total of 622 631 (667 317) shares<br />
have changed owners during the year,<br />
which corresponds to approx. 5 (6)<br />
percent of the average total number of<br />
issued B-shares.<br />
PRICE MOVEMENTS AND TURNOVER<br />
The price (last paid) on the balance<br />
sheet date 31 December 2012 was SEK<br />
29.00 in comparison with SEK 17.70<br />
on 31 December 2011. The market<br />
capitalization in 2012 increased to SEK<br />
371.4 million from SEK 226.7 million<br />
on 31 December 2011, which corresponds<br />
to an increase of 64 percent.<br />
The average price per trading day in<br />
2012 was SEK 26.6 (24.0). The highest<br />
official quotation was SEK 30.90 on<br />
28 May and the lowest was SEK 17.80<br />
on 3 January.<br />
Total turnover in 2012 amounted<br />
to SEK 16 583 827 (16 032 717), which<br />
The 21 largest shareholders as of 31 December 2012<br />
Name A-shares B-shares<br />
equals an average of just over SEK<br />
65 809 (63 121) per trading day.<br />
A standard trading unit in <strong>Cherry</strong> B<br />
is 200 shares.<br />
TRANSFER TO SHAREHOLDERS VIA<br />
SHARE REDEMPTION PROGRAMME<br />
The board proposes that the annual<br />
general meeting decides upon a transfer<br />
to shareholders of SEK 143.4 million<br />
(9.6), corresponding to SEK 11.20 per<br />
share (0.75) through a share redemption<br />
programme, of which SEK 1.20 per<br />
share corresponds to an ordinary<br />
transfer and SEK 10.00 per share to<br />
an extraordinary transfer to the shareholders.<br />
The full proposal will be presented<br />
in good time prior to the annual<br />
general meeting.<br />
Proportion of<br />
share capital. %<br />
Proportion of<br />
residual value. %<br />
Per Hamberg family 295 621 529 753 6.4 16.0<br />
Morten Klein 65 660 2 776 000 22.2 15.8<br />
Lars Kling family 295 621 409 942 5.5 15.5<br />
Lorang Andreassen with family 34 340 1 804 474 14.4 9.9<br />
Rolf Lundström 104 400 150 989 2.0 5.5<br />
Lindwall family 89 761 182 812 2.1 5.0<br />
CAIL 56 098 397 015 3.5 4.4<br />
Arild Karlsen via company 0 919 836 7.2 4.2<br />
Altraplan Bermuda Ltd 56 099 216 345 2.1 3.6<br />
Björn Hornerud Grene via company 0 768 843 6.0 3.5<br />
Knutsson Holdings and Knutsson family 0 575 344 4.5 2.6<br />
BP2S PARIS/NO CONVENTION 406 385 3.2 1.9<br />
EFG PRIVATE BANK S.A.. W8IMY 0 237 759 1.9 1.1<br />
Anders Holmgren via company 0 207 528 1.6 1.0<br />
Rolf Åkerlind family 0 180 800 1.4 0.8<br />
Emil Sunvisson via company 0 176 000 1.4 0.8<br />
Gunnar Lind 0 171 720 1.3 0.8<br />
JP Morgan Bank 0 138 630 1.1 0.6<br />
Fredrik Sidfalk 0 134 816 1.1 0.6<br />
Provibis Invest AB 0 121 749 1.0 0.6<br />
LÄNSFÖRSÄKRINGAR SMÅBOLAGSFOND 0 120 000 0.9 0.6<br />
Other shareholders 0 1 178 302 9.2 5.4<br />
Total 997 600 11 805 042 100.0 100.0<br />
cherry 50 years |<br />
19
PART 1 LEAdING ExECUTIVES ANd BOARd OF dIRECTORS<br />
Leading executives Board of Directors<br />
20 | cherry 50 years<br />
Emil Sunvisson<br />
born 1971, Gnesta<br />
CEO <strong>Cherry</strong> AB (plc)<br />
Employed in the group since 2011<br />
Former board member since 2006<br />
Share holding: 176,600 B-shares via company<br />
200,000 subscription options<br />
Fredrik Burvall<br />
born 1972, Nacka<br />
CFO and vice CEO <strong>Cherry</strong> AB (plc)<br />
responsible for investor relations (IR)<br />
cherry ab (publ)<br />
Employed in the group since 2006<br />
Share holding: 49,900 B-shares<br />
50,000 subscription options<br />
Marius Andersen<br />
born 1974, Malta<br />
business area manager Online Gaming<br />
Employed in the group since 2010<br />
Share holding: 50,000 subscription options<br />
Per-Anders Persson<br />
born 1959, Solna<br />
business area manager Restaurant Casino<br />
region north<br />
Employed in the group since 1979<br />
Share holding: 37,240 B-shares<br />
20,000 subscription options<br />
Ulf Bergström<br />
born 1966, Kungsbacka<br />
business area manager Restaurant Casino<br />
region south<br />
Employed in the group since 1986<br />
Share holding: 37,168 B-shares<br />
20,000 subscription options<br />
Aron Moberg-Egfors<br />
born 1977, Borås<br />
sales manager Restaurant Casino<br />
Employed in the group since 2009<br />
Share holding: 102,598 B-shares<br />
30,000 subscription options<br />
Auditors<br />
PwC:<br />
Appointed at AGM 20-05-2010 for period to AGM 2014.<br />
Senior auditor: Niklas Renström, Auditor, born 1974,<br />
Saltsjö-Boo, authorised public accountant.<br />
Rolf Åkerlind<br />
born 1943, Saltsjöbaden<br />
chairman<br />
Member of the board since 2006<br />
Other assignments: Chairman i SEAB AB and<br />
Stark Fasadrenovering and board<br />
member in Constant Clean AB<br />
Share holding: 180,800 B-shares. Includes holding via<br />
family members and endowment assurance.<br />
Morten Klein<br />
born 1969, Oslo<br />
board member<br />
Member of the board since October 2011<br />
Other assignments: Chairman in Klein Holding AS,<br />
Norwandia AS, Morten Klein AS and<br />
Yes Games AS<br />
Share holding: 65,660 A-shares, 2,776,000 B-shares<br />
Anders Holmgren<br />
born 1973, Stockholm<br />
board member<br />
Member of the board since 2010. Founder of gaming site Betsson.<br />
Other assignments: Chairman Northberry AB,<br />
Fu Sheng, Interactive Ltd and member<br />
in NASP AB<br />
Share holding: 207,528 B-shares via company<br />
Martin Wattin<br />
born 1974, Stockholm<br />
board member<br />
Member of the board since annual general meeting 2011<br />
Other assignments: Chairman Rabble Communications AB,<br />
Apotekslinsen AB, member in i Mostphotos<br />
AB and CEO of Inbox Investment AB<br />
Share holding: 27,361 B-shares<br />
Kjell Berggren<br />
born 1958, Stockholm<br />
board member<br />
Member of the board since 2010<br />
Other assignments: Senior Vice President, Global Head of<br />
Expansion/Development Esprit<br />
Share holding: No shareholding<br />
Jörgen Olsson<br />
born 1976, Gävle<br />
employee representative, board member<br />
Appointed by HRF as employee representative since 2007<br />
Share holding: 750 B-shares via associated company
<strong>Cherry</strong>’s<br />
<strong>Annual</strong> <strong>Report</strong> 2012<br />
The Board of Directors and the CEO of <strong>Cherry</strong> AB (plc), corporate identity number<br />
556210-9909, with registered office in Stockholm, is hereby submitting the annual<br />
report for the fiscal year 2012 for the Parent Company and for the Group. The<br />
<strong>Annual</strong> <strong>Report</strong> including the Auditor’s <strong>Report</strong> comprises the pages 22– 61.<br />
<strong>Cherry</strong> has during 2012 changed the name of the Parent Company from<br />
<strong>Cherry</strong>företagen AB (plc) to <strong>Cherry</strong> AB (plc).<br />
21
Part 2 AdministrAtion report<br />
The results of the year’s activities and the position of the parent company and the group are<br />
presented in the administration report and the following income statements and balance sheets,<br />
cash flow statements, specifications of equity and other related notes and comments. The reporting<br />
currency for the parent company and the group is Swedish kronor (SEK). The consolidated income<br />
statements and balance sheets for the group and the parent company are subject to the approval<br />
of the annual general meeting on 7 May 2013.<br />
Administration report<br />
ABOUT CHERRY<br />
<strong>Cherry</strong>’s business concept is to offer fun &<br />
excitement with entertaining and exciting<br />
gaming in a safe environment. <strong>Cherry</strong>’s activities<br />
during the most part of 2012 have been<br />
divided into three business areas, along with<br />
group-wide and development projects. One<br />
business area, Maritime Gaming, was discontinued<br />
in November 2012.<br />
ONLINE GAMING<br />
Online gaming via the websites EuroSlots.com,<br />
SverigeAutomaten.com, NorgesAutomaten.com,<br />
DanmarksAutomaten.com and EuroLotto.com,<br />
including affiliate activities from <strong>Cherry</strong>-<br />
Affiliates.com, is all managed by subsidiaries<br />
from Malta. SverigeAutomaten.com, Norges-<br />
Automaten.com and DanmarksAutomaten.com<br />
were divested in the first quarter of 2013, while<br />
<strong>Cherry</strong> acquired <strong>Cherry</strong>Casino.com.<br />
RESTAURANT CASINO<br />
Traditional casino gaming (Blackjack and Roulette)<br />
is managed at some 250 Swedish restaurants<br />
and night clubs. Event casino is also offered<br />
to companies and private persons.<br />
MARITIME GAMING<br />
Discontinued in November 2012.<br />
GROUP-WIDE AND DEVELOPMENT PROJECTS<br />
<strong>Cherry</strong> has several development projects managed<br />
within the group to create new services and<br />
products that support <strong>Cherry</strong>’s business concept,<br />
expansion and development strategy. Up<br />
until the time the product or service in launched<br />
and established, the cost is taken centrally within<br />
the group and reported in segment reporting as<br />
”Development Projects” to create transparency<br />
in what the group’s different business areas<br />
generate. <strong>Cherry</strong> invested in Yggdrasil in 2012<br />
within the framework of a development project.<br />
Yggdrasil supplies innovative and exciting<br />
number games on the internet, which is sold to<br />
different operators. <strong>Cherry</strong> is both a pilot customer<br />
and a financial investor.<br />
22 | annual report 2012<br />
THE PAST YEAR<br />
THE GROUP – FISCAL YEAR 2012<br />
Group sales increased by 28 percent to SEK 473.1<br />
million (368.7). EBITDA increased by 161 percent<br />
and amounted to SEK 115.9 million (45.3)<br />
and EBIT amounted to SEK 36.8 million (40.0).<br />
Adjusted for comparative items, revaluation<br />
of additional purchase price and goodwill, sales<br />
increased by 16 percent to SEK 399.7 million<br />
(344.9) and EBIT by 122 percent to SEK 36.8<br />
million (16.6).<br />
Group profit after financial items amounted<br />
to SEK 32.6 million (39.0) and profit after tax<br />
amounted to SEK 31.0 million (38.0), corresponding<br />
to SEK 2.35 (3.08) per share after<br />
dilution and minority interest.<br />
Return on equity was 9 percent (13) and on<br />
total capital 8 percent (9). Cash holdings in the<br />
group amounted to 59.0 MSEK (30.4) at the<br />
end of the period, and the equity ratio amounted<br />
to 86 percent (70).<br />
ONLINE GAMING – FISCAL YEAR 2012<br />
Earnings for the fiscal year increased by 21 percent<br />
to 265.1 MSEK (219.1) and operating profit<br />
(EBIT) improved by 95 percent to 33.7 MSEK<br />
(17.3).<br />
NorgesAutomaten, SverigeAutomaten and<br />
DanmarksAutomaten continued to deliver<br />
stable results. Earnings from <strong>Cherry</strong>Affiliates.<br />
com continued to develop positively. EuroSlots.<br />
com, which is based on <strong>Cherry</strong>’s own platform,<br />
was launched on 21 November. EuroSlots has<br />
been launched in Finland and during December<br />
the customer database at Play<strong>Cherry</strong>.com<br />
migrated from IGT (International Game Technology)<br />
to <strong>Cherry</strong>’s platform. Volumes on the<br />
platform remain relatively small, but are growing<br />
at a fast percentage rate. During the fiscal<br />
year <strong>Cherry</strong> focused on maintaining the large<br />
customer database taken in via EuroLotto.<br />
Deposited amounts increased in 2012 by 6<br />
percent to SEK 665.9 million (627.3) and the<br />
number of active customers amounted as of<br />
31-12-2012 to 30 565 (40 316). The number of<br />
new customers amounted in 2012 to 107 399<br />
(128 568) and the number of registered customers<br />
amounted at the end of the period to<br />
325 901 (218 502).<br />
IMPORTANT EVENTS IN ONLINE GAMING<br />
DURING THE FISCAL YEAR OF 2012:<br />
• <strong>Cherry</strong> launched a new product on 21 November,<br />
EuroSlots.com, focusing on online<br />
slot machines. EuroSlots is based on a newly<br />
developed platform with its own licence in<br />
Malta issued by LGA (Lotteries and Gaming<br />
Authority). EuroSlots offers many creative<br />
functions and games from Net Entertainment<br />
and Microgaming. The launch means<br />
that <strong>Cherry</strong> has full control over the product<br />
offering and also better financial leverage<br />
with low variable costs. This allows <strong>Cherry</strong><br />
to maintain its focus on growth in Online<br />
Gaming with further investments in new<br />
innovate products, which is fundamental to<br />
create future value.<br />
• <strong>Cherry</strong> received a licence in October from<br />
LGA (Lotteries and Gaming Authority) in<br />
Malta.<br />
IMPORTANT EVENTS AFTER THE REPORTING<br />
PERIOD:<br />
• <strong>Cherry</strong>’s subsidiary Play<strong>Cherry</strong> Ltd (Malta)<br />
received a licence in January 2013 in the<br />
German federal state Schleswig-Holstein<br />
to offer online casino. Schleswig-Holstein<br />
adopted a new law in 2012 which makes it<br />
possible to issue licences for online gaming<br />
to private actors. A total of 20 casino licences<br />
have been issued, and the local tax is 20<br />
percent of gaming earnings.<br />
• <strong>Cherry</strong> sumbitted a lawsuit in January 2013 at<br />
Oslo City Court against the Norwegian state<br />
concerning the injunction issued against<br />
<strong>Cherry</strong> AB. In the injunction Lotteri- og Stiftelsestilsynet<br />
demands that <strong>Cherry</strong> AB close<br />
its offer of gaming for money and stops marketing<br />
in relation to Norwegian citizens for<br />
EuroLotto.com. <strong>Cherry</strong> will await the decision<br />
of the court before taking any measures.<br />
• In February <strong>Cherry</strong> Malta Ltd sold its trademarks<br />
and domains related to SverigeAutomaten,<br />
NorgesAutomaten and Danmarks-<br />
Automaten to Betsson AB (plc). The proceeds<br />
amounted to SEK 286.0 million. In conjunction<br />
with the sale, <strong>Cherry</strong> acquired the<br />
gaming site <strong>Cherry</strong>Casino.com for SEK 1.0<br />
million. <strong>Cherry</strong> has the right to earning and<br />
profits from the Automaten sites up until
31-03-2013, which will be reported in the results<br />
for discontinued operations. The initial<br />
net proceeds of SEK 225 million have been<br />
regulated through the delivery of a corresponding<br />
1 063 895 new issue of Betsson<br />
B-shares. The shares were sold on 21 February<br />
and the transaction provided <strong>Cherry</strong> with SEK<br />
228.7 million before deductions for transaction<br />
costs. The sale was executed to a discount<br />
of approx. 2.0 percent in relation to<br />
the trading price for the Betsson share at the<br />
time. The remaining proceeds will be regulated<br />
with liquid assets after twelve months. The<br />
Automaten sites sites generated earnings in<br />
2012 of SEK 168.2 million. <strong>Cherry</strong>Casino.<br />
com generated earnings in 2012 of SEK 1.5<br />
million. Goodwill arising in conjunction with<br />
the acquisition of the Automaten group,<br />
and which as of 31 December 2012 amounted<br />
to SEK 260.6 million, was written down as a<br />
result of the sale to SEK 0.0 million.<br />
THE AUTOMATEN GROUP<br />
• The terms and conditions required for payment<br />
of the additional purchase price have<br />
not been met. The liability for the additional<br />
purchase price has therefore been valued to<br />
zero as of 31-12-2012. Since the acquisition<br />
was implemented according to IFRS 3 began<br />
to be applied, the revaluation of the additional<br />
purchase price of SEK 73 446 thousand<br />
(23 828) has been reported in the income statement<br />
(included in Other operating income)<br />
in the consolidated financial statements.<br />
• The goodwill attributable to the Automaten<br />
Group has undergone an impairment test,<br />
whereby a write-down requirement of SEK<br />
73 447 thousand was identified.<br />
• The acquisition of the Automaten Group has<br />
given <strong>Cherry</strong> a lot of experience and knowhow,<br />
despite the fact that the high thresholds<br />
to reach the additional purchase price have<br />
not been met.<br />
RESTAURANT CASINO – FISCAL YEAR 2012<br />
Earnings for the fiscal year increased by 7<br />
percent and amounted to SEK 134.5 million<br />
(125.8). Operating profit (EBIT) improved by 22<br />
percent and amounted to SEK 12.3 million<br />
(10.1). The main explanation for the increase<br />
in earnings and improvement in profit is that<br />
<strong>Cherry</strong> has taken venues from competitors,<br />
and acquired Snättringe and City Casino in<br />
July 2012, and Göteborgs Casino in December.<br />
<strong>Cherry</strong> has in 2012 signed 60 new Restaurant<br />
Casino agreements in Sweden. At the<br />
same time 44 venues have been closed as a result<br />
of unprofitability, conceptual changes, loss<br />
of alcohol licences or bankruptcy, and two venues<br />
were closed for the season at the year end.<br />
<strong>Cherry</strong>’s market share increased and amoun-<br />
ted to 58 percent (55) of the active gaming tables<br />
according to statistics from Lotteriinspektionen<br />
(Gaming Authority of Sweden) for December<br />
2012. <strong>Cherry</strong> had at the end of the quarter gaming<br />
at 254 venues (240) with a total of 349 tables (345).<br />
IMPORTANT EVENTS IN 2012:<br />
• <strong>Cherry</strong> signed an agreement in July with<br />
Gröne Jägaren in Stockholm, which is one the<br />
most well-known restaurants in Stockholm.<br />
• In July <strong>Cherry</strong> took over the casino business<br />
from City Casino AB and Snättringe<br />
Restaurang AB, which includes 16 venues.<br />
The agreement with City Casino AB and<br />
Snättringe Restaurang AB is based on the<br />
allocation of earnings over a limited period.<br />
<strong>Cherry</strong> estimates that annual sales will increase<br />
by approx. SEK 8 million as a result of<br />
the acquisition and that it will have a positive<br />
effect on profit, starting from the acquisition.<br />
The venues are in the Stockholm area and the<br />
most well-known venues include Victoria,<br />
Collage, Vasakoppen Café, O´Learys Södertälje<br />
and Soft Bar & Kök.<br />
• On 26 September a motion was submitted<br />
to the Swedish Parliament (2012/13:Kr221)<br />
with the implication that the maximum stake<br />
for Blackjack should be adjusted to SEK 200<br />
from the current level of just over SEK 70. The<br />
motion is expected to be considered by the<br />
Ministry of Culture in the spring of 2013.<br />
An increase in the stake level is estimated to<br />
provide prospects for 1 000 new job opportunities<br />
for young people aged 18–25. In addition<br />
to this, indirect jobs are expected in the restaurant<br />
sector as a result of improved profitability.<br />
• In December <strong>Cherry</strong> took over the casino business<br />
from Göteborgs Casino AB, which includes<br />
11 venues in and around Gothenburg.<br />
<strong>Cherry</strong> estimates that the acquisition will increase<br />
sales by approx. SEK 6 million a year<br />
and that it will have a positive effect on profit,<br />
starting from the acquisition. Some of the<br />
most well-known places taken over include<br />
Jamesons Pub, P C Restaurang, Restaurang<br />
Babar, Restaurang Bryggeriet Göteborg,<br />
Restaurang Excet/Lemon bar, The Flying<br />
Scotsman and Tribeca.<br />
SALE OF MARITIME GAMING<br />
The Maritime business area has been divested<br />
during the year.<br />
<strong>Cherry</strong> completed on 8 November 2012 the<br />
sale of all shares in <strong>Cherry</strong> Maritime Gaming<br />
AB, Astral Maritime Services Ltd and <strong>Cherry</strong><br />
Services Ltd to Bell Casino AB. Bell Casino AB<br />
took over the companies from 30-09-2012.<br />
In total <strong>Cherry</strong> has received SEK 36.3 million<br />
in proceeds from the sale of the shares, dividends<br />
from the sold subsidiaries and repayment<br />
of debt to the parent company, and <strong>Cherry</strong>’s net<br />
cash holdings increased with SEK 27.8 million.<br />
<strong>Cherry</strong> reported a result for the fiscal year from<br />
the sale of Maritime Gaming of SEK -0.6 million.<br />
Earnings from discontinued operations<br />
Cost of discontinued operations<br />
Result for discontinued operations to<br />
time of disposal<br />
Capital loss<br />
Result discontinued operations<br />
annual report 2012 |<br />
67.7<br />
-68.3<br />
-0.6<br />
0.0<br />
-0.6<br />
<strong>Cherry</strong> applied IFRS 5 for disposal of the maritime<br />
segment. IFRS 5 specifies how discontinued<br />
operations should be presented and what<br />
information should be issued for discontinued<br />
operations. The results of discontinued operations<br />
should be reported in a separate income<br />
statement, and in the company’s income statement<br />
is taken up under the item “Result from<br />
discontinued operations” (net after tax). A further<br />
analysis of the result from discontinued<br />
operations is included in Note 32.<br />
GROUP-WIDE AND DEVELOPMENT PROJECTS<br />
<strong>Cherry</strong> focuses on finding profitable products<br />
and services that support the group’s business<br />
concept and long-term strategy. Earnings for<br />
the fiscal year 2012 in development projects<br />
amounted to SEK 0.0 million (0.0) and were<br />
charged to operating profit (EBIT) by SEK -0.4<br />
million (-0.2).<br />
During the period 2012 to 2007 the group<br />
has launched the following development projects,<br />
including acquisitions:<br />
2012:<br />
• Investment in Yggdrasil, which develops innovative<br />
online number gaming and which<br />
in 2013 will be sold to different operators.<br />
• Launch of own platform through the website<br />
EuroSlots.com – European online slot<br />
machines.<br />
• Acquisition of three restaurant casino companies,<br />
Snättringe-, City- and Göteborgs Casino.<br />
2011:<br />
• Launch of Europe’s largest lottery with daily<br />
draws, EuroLotto.com<br />
• Launch of <strong>Cherry</strong>Affiliates.com – which will<br />
in time increase sales and profitability in<br />
Online Gaming.<br />
GROUP-WIDE<br />
The parent company supplies and sells internal<br />
services to other group companies, primarily<br />
within finance, economics, and business development,<br />
and supplies the listing platform,<br />
administration and management. The Parent<br />
Company also has some revenues from external<br />
licences. The parent company changed its name<br />
in 2012 from <strong>Cherry</strong>företagen AB to <strong>Cherry</strong> AB.<br />
23
Part 2 AdministrAtion report / mAnAgement And control<br />
INVESTMENTS<br />
The investments of the <strong>Cherry</strong> Group in intangible,<br />
tangible and financial fixed assets<br />
amounted during the year to SEK 15.2 million<br />
(6.4).<br />
LIQUID ASSETS AND CASH FLOW<br />
Liquid assets for the group amounted on 31<br />
December to SEK 59.9 million (30.4). Interest<br />
bearing liabilities amounted to SEK 1.8 million<br />
(15.8). <strong>Cherry</strong> has in the fourth quarter amortised<br />
in advance the last part of the acquisition<br />
loan related to the acquisition of the Automaten<br />
group in 2010 of SEK 6.7 million.<br />
The cash flow from operations amounted<br />
to SEK 41.1 million (24.8). The equity ratio<br />
amounted to 86 percent (70) at the year end.<br />
EMPLOYEES<br />
The average number of employees (number of<br />
employees converted to full-time jobs) within<br />
the group amounted to 204 (203) for the year.<br />
At the end of the year the number of employees<br />
amounted to 677 (722) persons. The majority<br />
of employees in the group are active as<br />
croupiers or dealers at the Swedish Restaurant<br />
Casino. Most of them are young people who<br />
combine their studies with part time work in<br />
the evenings and at weekends.<br />
FUTURE PROSPECTS<br />
The business area Online Gaming is estimated<br />
to grow more quickly than the online gaming<br />
market. H2 Gambling Capital estimated in<br />
November 2012 that the global online gaming<br />
market would grow by 9.1 percent in 2013. Online<br />
gaming is characterized by severe competition<br />
and rules and regulations, which can quickly<br />
change in the different European countries. <strong>Cherry</strong><br />
estimates that the company will report negative<br />
margins in the business area Online Gaming<br />
in the second and third quarters in 2013 as a result<br />
of the investment in growth and the sales of<br />
the Automaten sites. <strong>Cherry</strong> will launch several<br />
products and services that will be accommodated<br />
within the business area Development Projects<br />
to support <strong>Cherry</strong>’s business concept and longterm<br />
strategy.<br />
The legal situation for gaming on the Internet<br />
changes on a regular basis in different geographical<br />
markets. Pressure is still being exerted on<br />
countries in the EU to adapt national legislation<br />
to the applicable EU laws, with the free movement<br />
of products and services. Several countries<br />
have advised that they are working with new legislation<br />
that will be compatible with the requirements<br />
of EU.<br />
The market for Restaurant Casino is shrinking<br />
every year. An increase in the stakes would<br />
be able to create growth and job opportunities.<br />
Jan R Andersson (Conservative) has submitted a<br />
24 | annual report 2012<br />
motion to the Riksdag (2012/13:Kr221) with the<br />
implication that the maximum stake for Blackjack<br />
should be adjusted to SEK 200 from the<br />
current level of just over SEK 70. The motion is<br />
expected to be taken up for consideration by the<br />
Ministry of Culture in the spring of 2013.<br />
<strong>Cherry</strong> is not issuing a forecast for 2013.<br />
ESSENTIAL RISKS AND<br />
UNCERTAINTY FACTORS<br />
POLITICAL DECISIONS<br />
Gaming on most national markets is strictly<br />
regulated by law and all gaming activities are<br />
in principle subject to licence. <strong>Cherry</strong>’s operations<br />
are therefore influenced to a considerable<br />
extent by political decisions. The legal situation<br />
for gaming on the Internet changes on a regular<br />
basis in different geographical markets.<br />
<strong>Cherry</strong> is actively engaged in remaining informed<br />
of any changes concerning gaming<br />
legislation in Europe.<br />
LEGAL DISPUTES<br />
Persons who suffer from an addiction to<br />
gaming may come to sue companies within the<br />
<strong>Cherry</strong> Group for their gaming abuse. Even if<br />
such claims are overruled, they could give rise<br />
to substantial legal costs and possibly a loss of<br />
confidence in <strong>Cherry</strong>, which by extension would<br />
lead to a reduction in earnings. <strong>Cherry</strong>’s gaming<br />
sites give customers the opportunity to<br />
decide for themselves how much they want to<br />
play for and there are several gaming responsibility<br />
tools for players on the sites, where the<br />
player can decide to switch off, or limit the<br />
amount to play etc. <strong>Cherry</strong> also works together<br />
with our partners with Global Gambling Guidance<br />
Group (G4), an organisation that certifies<br />
responsible gaming websites on the Internet.<br />
Concerning traditional gaming we have the opportunity<br />
via physical croupiers to refuse players<br />
who have, for example, been drinking too<br />
much. The stakes in Restaurant Casino are restricted,<br />
which minimises the risk of addiction.<br />
Cooperation agreements with partners and<br />
customers can result in legal disputes and applications<br />
for summons.<br />
During 2011 <strong>Cherry</strong> received a claim from<br />
Norway’s Lotteri- og stiftelsetilsyn (Gaming<br />
and Foundation Authority) where they demanded<br />
that <strong>Cherry</strong> should stop its marketing<br />
of gaming on EuroLotto.com in relation to Norwegian<br />
players. <strong>Cherry</strong> finds that the claims of<br />
Norway’s Lotteri- og stiftelsetilsyns are invalid<br />
in that they are directed towards the parent<br />
company <strong>Cherry</strong> AB (plc) and not EuroSlots<br />
Ltd, and also because they are in conflict with<br />
EEA law, which is superordinate to Norwegian<br />
legislation. <strong>Cherry</strong> issued an appeal on 5 May.<br />
On 8 July Norway’s Lotteri- og stiftelsetilsyn informed<br />
that the case will be referred to Lotteri-<br />
nemnda (Lottery Committee) in Norway. On 28<br />
October Norway’s Lotterinemnda announced<br />
that the injunction of Lotteri- og stiftelsetilsynet<br />
against <strong>Cherry</strong> remained in place. On 9 January<br />
2012 the Ministry of Culture announced that<br />
the claim remained in place. No penalties have<br />
been announced.<br />
<strong>Cherry</strong> submitted a lawsuit in January<br />
2013 at Oslo City Court against the Norwegian<br />
state concerning the injunction issued against<br />
<strong>Cherry</strong> AB. <strong>Cherry</strong> will await the decision of<br />
the court before taking any measures.<br />
<strong>Cherry</strong> has in 2012 initiated a legal process<br />
against a supplier in Online Gaming. <strong>Cherry</strong><br />
has won in the first instance and feels confident<br />
of winning the legal process, which would<br />
have a positive financial effect on <strong>Cherry</strong>.<br />
<strong>Cherry</strong> estimates that the process will be resolved<br />
in 2013, or in the first half of 2014.<br />
There are no other legal disputes in progress<br />
from previous years and no lawsuits or other<br />
claims other than the above that have been<br />
directed at <strong>Cherry</strong> during the year or after the<br />
year end.<br />
COMPETITION<br />
The Swedish restaurant casino market is a mature<br />
market and characterised by a large number<br />
of small players. In line with a possible<br />
reconciliation of Swedish gaming legislation to<br />
international legislation, the board expects that<br />
competition may increase. The board considers<br />
that <strong>Cherry</strong> has an established and solid position<br />
on the Swedish restaurant casino market.<br />
Further political decisions with a negative<br />
effect for the <strong>Cherry</strong> Group, or increased competition<br />
from financially stronger competitors,<br />
can result in significant negative effects<br />
for <strong>Cherry</strong>. There are many competitors with<br />
similar products in online gaming and this<br />
competition can in the future come to further<br />
increase from Internet based players. Online<br />
gaming is a highly competitive market, and<br />
one that requires a lot of marketing. <strong>Cherry</strong> is<br />
actively engaged in strategic policies to handle<br />
any increase in the competition.<br />
RELIANCE ON LARGE CUSTOMERS<br />
There are more than 200 customers in the<br />
business areas in the <strong>Cherry</strong> Group. No single<br />
customer accounts for more than ten percent<br />
of group sales. <strong>Cherry</strong> is actively engaged in reinforcing<br />
its customer relations in all business<br />
segments.<br />
CUSTOMER AGREEMENTS<br />
Some of the customer agreements in the<br />
<strong>Cherry</strong> Group in Restaurant Casino can be<br />
cancelled, i.e. if the restaurant or night club in<br />
which the activity is conducted is transferred,<br />
sold or its management is taken over by another
operator. This is a standard regulation in the<br />
industry. Even if <strong>Cherry</strong> signs long-term agreements<br />
there is therefore no guarantee that a<br />
contractual obligation will persist during the<br />
term of the agreement.<br />
ECONOMIC SITUATION<br />
The restaurant casino sector has historically<br />
followed developments in the restaurant sector.<br />
Online gaming is relatively insensitive to<br />
changes in economic activity.<br />
CHANGES IN CONSUMER BEHAVIOUR<br />
<strong>Cherry</strong>’s traditional gaming is challenged by<br />
online gaming. One risk to which <strong>Cherry</strong> is<br />
exposed is that in the future it could become<br />
too expensive to adapt to what customers want<br />
to have for gaming options, or that laws prohibit<br />
traditional gaming from offering equally<br />
attractive forms of gaming as on the Internet.<br />
<strong>Cherry</strong> has through its own platform EuroSlots<br />
taken a major step towards becoming an important<br />
player in online gaming, and also sees<br />
opportunities that traditional gaming and online<br />
gaming will come closer to each other,<br />
which could also produce new opportunities.<br />
Management and control<br />
LEGISLATION AND ARTICLES OF ASSOCIATION<br />
<strong>Cherry</strong> AB (plc) shall in the first instance<br />
apply the Swedish Companies Act and the<br />
regulations that follow from the listing of the<br />
share at AktieTorget. <strong>Cherry</strong> shall also in its<br />
activities follow the regulations specified in<br />
<strong>Cherry</strong>’s articles of association. This is available<br />
on <strong>Cherry</strong>’s website.<br />
ANNUAL GENERAL MEETING<br />
Notice is given of the annual general meeting<br />
no earlier than six weeks and no later than four<br />
weeks prior to the meeting. The notice contains<br />
information on application and on the right to<br />
participate and vote at the meeting, the listed<br />
agenda and the issues that are to be considered,<br />
information on proposed dividends, and the<br />
main content of other proposals. Shareholders<br />
or their representatives can vote for the full<br />
number of shares owned or represented. Proposals<br />
to the meeting should be addressed to the<br />
Board of Directors and submitted in good time<br />
before notice is issued. The minutes from the<br />
meeting are submitted to shareholders on request,<br />
and are available at the company’s website.<br />
Nomination procedures are carried out by one<br />
of the largest shareholders appointed to the<br />
CASH HANDLING<br />
Cash is handled in the <strong>Cherry</strong> Group, which<br />
does involve the risk of theft and robbery. In<br />
addition to this only a certain part of cash handling<br />
is insured. The risks involved with handling<br />
cash in Restaurant Casino have nevertheless<br />
been reduced in that the physical handling<br />
of cash at most of the venues is not handled<br />
by the <strong>Cherry</strong> Group. Most of the handling<br />
is managed by the customers instead (restaurants<br />
and night clubs). The <strong>Cherry</strong> Group also<br />
cooperates with Nokas, Loomis and others in<br />
Restaurant Casino. Cash is still handled and<br />
transported, however, at some venues in the<br />
group. Theft has occurred at some of <strong>Cherry</strong>’s<br />
venues, but this is thoroughly investigated and<br />
the group cooperates with Säkert Företag in<br />
Malmö. <strong>Cherry</strong> continuously strives to improve<br />
security for our personnel and the handling of<br />
cash by developing new and better systems,<br />
reviewing routines, and increasing credit and<br />
cash card handling at our venues. <strong>Cherry</strong> also<br />
has an internal control system, which quickly<br />
detects deviations and thefts.<br />
RELIANCE ON PARTNERS AND KEY PERSONS<br />
<strong>Cherry</strong> relies on the agreements companies enter<br />
into with restaurants and night clubs in Restaurant<br />
Casino activities. If <strong>Cherry</strong> loses a large<br />
nomination committee. The following nomination<br />
committee has been appointed prior to<br />
the annual general meeting in 2013:<br />
Morten Klein (appointed by Morten Klein<br />
AS), John Wattin (appointed by the Hamberg<br />
family), Pontus Lindwall (appointed by the<br />
Kling family) and Rolf Åkerlind (Chairman of<br />
<strong>Cherry</strong> AB). Rolf Åkerlind gives notice of the<br />
nomination committee. The AGM in 2012<br />
appointed Rolf Åkerlind and Anders Holmgren<br />
to the audit committee. The full Board of Directors<br />
is included in the remuneration committee.<br />
BOARD OF DIRECTORS<br />
Board members are elected annually at the<br />
AGM for the period until the next AGM is held.<br />
There are no rules concerning the longest<br />
period of time a member can be included on<br />
the board. There are six members in <strong>Cherry</strong>’s<br />
board. Five of the members are elected at the<br />
AGM and one member is appointed by the<br />
employee organisation HRF. The members<br />
include persons linked to <strong>Cherry</strong>’s large shareholders,<br />
Morten Klein and Martin Wattin, as<br />
well as persons independent of them. The CEO<br />
is not included in the board.<br />
By the definition of the Stockholm Stock Ex-<br />
number of such agreements this would have a<br />
negative effect on operations.<br />
In Online Gaming operations <strong>Cherry</strong> has<br />
signed an agreement with Otto Malta Ltd for<br />
EuroLotto, where <strong>Cherry</strong> utilises their licence and<br />
technology. <strong>Cherry</strong> engages several consultants<br />
and partners for the development, management<br />
and marketing of <strong>Cherry</strong>’s online operations. If<br />
any of these consultants or partners should fail<br />
to meet their obligations in relation to <strong>Cherry</strong><br />
this could have a negative effect on operations.<br />
For a description of financial risks, refer to<br />
Note 3.<br />
RESEARCH AND DEVELOPMENT<br />
<strong>Cherry</strong> does not undertake research activities.<br />
Development work is reported as assets in the<br />
balance sheet, where it complies with the requirements<br />
set in IFRS. <strong>Cherry</strong> has conducted<br />
development projects in 2012 in Online Gaming,<br />
which comply with these requirements and are<br />
reported as intangible assets. SEK 5.6 million<br />
(1.2) has been activated for development costs<br />
in 2012.<br />
ENVIRONMENT<br />
<strong>Cherry</strong> does not conduct any activities subject<br />
to licence or notification in accordance with the<br />
Environment Act.<br />
change the number of board members independent<br />
of the company should be 80 percent and the<br />
number of members independent of the larger<br />
shareholders 40 percent. More than half of the<br />
board members and more than half of the members<br />
of the group executive have underdone training<br />
courses in the regulations of the Stockholm<br />
Stock Exchange. The CEO is presenting facts to<br />
the board. Occasionally persons from the management<br />
team participate in board meetings as<br />
presenters of special issues. The CFO acts as the<br />
board’s secretary.<br />
The board held twelve meetings at which<br />
minutes were taken in 2012. The board has<br />
paid special attention to strategic, financial and<br />
accounting issues, major investments, disposals<br />
of operations and development projects, as<br />
well as decisions regarding advance payments<br />
of gaming shares to venue owners. The work<br />
of the board follows a plan to ensure that<br />
it receives all the required information.<br />
The companies that <strong>Cherry</strong> jointly owns<br />
with external owners have their own functional<br />
board. <strong>Cherry</strong>’s representatives in these<br />
boards consist of persons from <strong>Cherry</strong>’s management<br />
team and/or other <strong>Cherry</strong> employees<br />
with suitable competence profiles. The compa-<br />
annual report 2012 |<br />
25
Part 2 mAnAgement And control<br />
nies <strong>Cherry</strong> owns on Malta have autonomous<br />
boards.<br />
The company auditors report their observations<br />
from their audit of the annual report<br />
and their assessment of the company’s internal<br />
routines and control to the audit committee<br />
and the board. The board has adopted an<br />
agenda and issued instructions concerning<br />
the allocation of work between the board and<br />
the CEO, as well as information that the board<br />
should receive on a regular basis.<br />
MANAGEMENT TEAM<br />
The board has delegated the operative responsibility<br />
for the administration of the company<br />
and the group to the company’s CEO. Most subsidiaries<br />
normally only have a formal executive<br />
board, consisting of the CEO and, or CFO, or the<br />
business area manager. The CEOs of the subsidiaries<br />
therefore report internally directly<br />
to <strong>Cherry</strong>’s CEO. Instructions have been prepared<br />
for respective CEOs in the wholly owned<br />
subsidiaries, which are transparent with the<br />
instructions for <strong>Cherry</strong>’s CEO.<br />
<strong>Cherry</strong>’s management team consisted at<br />
the year-end of six persons: <strong>Cherry</strong>’s CEO,<br />
the CFO who is also responsible for IR and<br />
vice CEO for the <strong>Cherry</strong> Group, two business<br />
area managers for Restaurant Casino divided<br />
into two geographical areas (South and North),<br />
the sales manager for Restaurant Casino, and<br />
a business area manager for Online Gaming.<br />
The group executive met on two occasions in<br />
2012. The meetings dealt with earning trends,<br />
reports and issues prior to and after board<br />
meetings. Issues dealt with also concerned<br />
the budget, forecasts, investments, security,<br />
risks within the group and policies, as well as<br />
reviews of market trends and the general economic<br />
situation. Business area related projects<br />
were also discussed and decided upon. In addition<br />
to group executive meetings, regular management<br />
meetings are held with the management<br />
in respective segments, where specific<br />
segment issues are dealt with.<br />
REMUNERATION<br />
Remuneration to the board, CEO and other<br />
leading executives during the year is indicated<br />
in Note 7.<br />
INCENTIVE PROGRAMMES 2011–2014<br />
At an extraordinary general meeting on 19<br />
October 2011 a decision was taken to introduce<br />
a long-term incentive programme for leading<br />
executives and key persons in <strong>Cherry</strong>. The<br />
decision involves the issue of a maximum of<br />
500 000 subscription options to persons with<br />
permanent positions in <strong>Cherry</strong> to subscribe to<br />
the same number of new shares in <strong>Cherry</strong> AB.<br />
455 000 subscription options have been offered<br />
to permanent employees, of which 100 percent<br />
26 | annual report 2012<br />
have been subscribed to.<br />
An additional 45 000 subscription options<br />
are held by the wholly owned subsidiary <strong>Cherry</strong><br />
Casino Syd AB. More information on the options<br />
programme is available in Note 7.<br />
AUDIT<br />
PwC was chosen as auditor in 2010, with<br />
authorised public accountant Niklas Renström<br />
as senior auditor up until the AGM in 2014. PwC<br />
conducts audits of <strong>Cherry</strong> AB and all the Swedish<br />
subsidiaries, and all the companies in Malta.<br />
The audit of the annual report and consolidated<br />
financial statements takes place in<br />
January–February. An audit of internal routines<br />
and the control system also takes place<br />
throughout the year, which is reported to the<br />
audit committee, the board and executive.<br />
<strong>Report</strong>s are submitted to both the audit committee<br />
and the board of observations made<br />
during the audit of the annual accounts and<br />
assessment of the company’s internal routines<br />
and financial control. In addition to the audit<br />
assignment, <strong>Cherry</strong> has also used PwC for consultations<br />
in accounting issues. The remuneration<br />
paid is indicated in Note 8.<br />
DISCHARGE OF LIABILITY<br />
The board has been authorised at the AGM in<br />
2012 during the period to the next AGM, on<br />
one or more occasions and with or without<br />
preferential rights for shareholders, to take<br />
a decision on the non-cash issue of a total of<br />
1 280 000 shares in the B series in conjunction<br />
with the acquisition of companies. The issue<br />
price for the new shares will be based on the<br />
market price of the company share.<br />
The purpose of this authorisation is to enable<br />
efficient acquisition by means of payment<br />
with shares.<br />
GUIDELINES FOR REMUNERATION AND OTHER<br />
COMPENSATION TO LEADING EXECUTIVES<br />
The Swedish Companies Act stipulates that<br />
the board shall at the annual general meeting<br />
set out proposals for guidelines in relation to<br />
salaries and other compensation for leading<br />
executives. The annual general meeting shall<br />
thereafter decide upon the guidelines to apply<br />
for compensation from the company to leading<br />
executives. The leading executives in this context<br />
refer to the persons who together with the<br />
CEO constitute the group executive.<br />
UPDATED GUIDELINES<br />
A decision was taken at the annual general<br />
meeting in 2012 that the remuneration to the<br />
board would amount to SEK 780 000, of which<br />
SEK 290 000 to the chairman and SEK 110 000<br />
to each of the other board members, and including<br />
SEK 50 000 to the chairman in the<br />
audit committee.<br />
It was decided that compensation would be<br />
paid to the auditor on approval of the accounts.<br />
It was decided that the level of remuneration<br />
for leading executives would be in line<br />
with the market and competitive, with a view<br />
to attracting and retaining competent executives.<br />
Remuneration shall consist of fixed salaries,<br />
and where appropriate variable salaries,<br />
and include pension commitments and other<br />
benefits such as a company car.<br />
Any variable remuneration offered to leading<br />
executives shall be determined on the basis<br />
of the fulfilment of group-wide and individual<br />
targets set in advance in relation to the results<br />
of their administration and the financial development<br />
of the company, and in consideration<br />
of the personal development of the executives<br />
concerned. Variable remuneration may only be<br />
paid up to 100 percent of the fixed salary.<br />
The normal retirement age is 65. Pensions<br />
shall be in line with the market and based on<br />
defined contributions. Pension premiums are<br />
maximised to 35 percent of annual salary, including<br />
bonuses.<br />
The employment termination notice period<br />
is normally six to twelve months if notice<br />
is given on the initiative of the company, and<br />
six months if such notice is at the initiative of<br />
the executive. If notice is given by the company,<br />
severance pay can be paid to an amount corresponding<br />
to 12 months salary.<br />
The board may depart from any such guidelines<br />
if there are special grounds to do so in<br />
individual cases.<br />
PROPOSED GUIDELINES FOR 2013<br />
Remuneration is paid to the chairman, board<br />
members and the audit committee in accordance<br />
with the decision of the annual general<br />
meeting. Remuneration to the CEO and other<br />
leading executives consists of a basic salary, in<br />
some cases variable salary, pension commitments<br />
and other benefits, and is decided by the<br />
remuneration committee.<br />
Remuneration to the CEO shall consist of<br />
a fixed basic salary and a variable salary based<br />
on the results for the group and pension commitments<br />
in accordance with the ITP plan. The<br />
variable part shall be maximised to the scale of<br />
the fixed remuneration. Remuneration to the<br />
CEO is negotiated by the chairman and decided<br />
by the board.<br />
Remuneration to other leading executives<br />
shall consist of a fixed basic salary and in some<br />
cases a variable salary and pension commitments<br />
in accordance with the ITP plan. The<br />
variable part shall be maximised to 100 percent<br />
of the fixed remuneration, and shall be paid on<br />
the basis of the performance targets approved<br />
by the board. Salaries for leading executives<br />
are negotiated by the CEO and decided by the<br />
chairman.
The normal retirement age is 65. Pensions<br />
shall be in line with the market and based on<br />
defined contributions. Pension premiums are<br />
maximised to 35 percent of annual salary, including<br />
bonuses.<br />
The period of notice is normally six to<br />
twelve months if notice is given on the initiative<br />
of the company, and six months if such<br />
notice is at the initiative of the executive. If<br />
notice is given by the company, severance pay<br />
can be paid to an amount corresponding to 12<br />
months salary.<br />
The board proposes that remuneration to<br />
the auditor is paid on current account.<br />
The board may depart from any such guidelines<br />
if there are special grounds to do so.<br />
INFORMATION ON PARENT COMPANY<br />
The parent company supplies and sells internal<br />
services to other group companies, primarily<br />
within finance, economics, business development,<br />
administration and management, as<br />
well as other external licence earnings. Earnings<br />
for the fiscal year amounted to SEK 2.0<br />
million (1.8) and profit/loss before tax amounted<br />
to SEK -18.5 million (38.6). The fall in profits<br />
in the parent company is attributable to losses<br />
incurred on disposal of the share in the Maritime<br />
operations and because no anticipated<br />
dividends from remaining subsidiaries has<br />
been reported, which took place in the year end<br />
accounts for 2011.<br />
The investments of the parent company in<br />
tangible and intangible assets amounted to SEK<br />
162 thousand (496). Liquid assets amounted at<br />
the year end to SEK 41.3 million (17.8).<br />
LISTING AND OWNERSHIP<br />
The <strong>Cherry</strong> B-share has been listed on Aktie-<br />
Torget since 12 September 2006. <strong>Cherry</strong> had<br />
12 802 642 shares at the end of the year, divided<br />
into 997 600 A-shares and 11 805 042<br />
B-shares. Each A-share carries 10 votes, while<br />
each B-share carries one vote. The shares have<br />
equal rights to the assets and profits in <strong>Cherry</strong>.<br />
The company had a total of 1 932 shareholders<br />
at the end of the year. The largest owners<br />
are the Hamberg family with 6.4 percent of<br />
the capital and 16.0 percent of the votes, and<br />
Morten Klein with a 22.2 percent holding and<br />
15.8 percent of the votes. See also page 19 for<br />
additional information on the owners.<br />
PROPOSED ALLOCATION OF PROFITS<br />
The board proposes that no dividends are paid<br />
for the fiscal year of 2012 and that previously<br />
communicated dividends are replaced by a redemption<br />
programme as below.<br />
The full proposal will be presented in good<br />
time prior to the annual general meeting.<br />
The following assets remain<br />
at the disposal of the AGM: (TSEK)<br />
Unappropriated profits and free funds 363 544<br />
Profit/loss for the year<br />
-18 470<br />
Total<br />
345 074<br />
The board proposes that the whole amount,<br />
345 074 thousand, should be carried forward.<br />
TRANSFER TO SHAREHOLDERS VIA<br />
SHARE REDEMPTION PROGRAMME<br />
The board proposes that the annual general<br />
meeting decides upon a transfer to shareholders<br />
of SEK 143.4 million (9.6), corresponding to<br />
SEK 11.20 per share (0.75) through a redemption<br />
programme, of which SEK 1.20 per share corresponds<br />
to an ordinary transfer to shareholders<br />
and SEK 10.00 per share corresponds to an<br />
extraordinary transfer to shareholders. After the<br />
redemption programme is completed the unappropriated<br />
profit and free funds in <strong>Cherry</strong> AB<br />
will amount to SEK 201.7 million.<br />
STATEMENT BY THE BOARD AS PER 20 CHAP.<br />
8 § OF THE COMPANIES ACT (2005:551)<br />
With respect to the proposal of the board concerning<br />
a reduction of the share capital with<br />
repayment to shareholders, the board hereby<br />
issues the following statement in accordance<br />
with 20 chapter 8 § of the Companies Act.<br />
The unappropriated profit in the company as<br />
of 31 December 2012 amounted to SEK 345.1<br />
million, and net profit/loss for the year amounted<br />
to SEK -18.5 million. The annual general meeting<br />
thereby has an unappropriated profit of<br />
SEK 345.1 million at its disposal.<br />
There is full coverage for the restricted<br />
equity in the company after the proposed share<br />
redemption programme. The board has taken<br />
into consideration the consolidation requirements<br />
and liquidity for the company and the<br />
group through an overall assessment of the financial<br />
position of the company and the group<br />
and their opportunity to meet their obligations<br />
in the long term. The proposed share redemption<br />
programme does not endanger the capacity<br />
of the company to make the investments deemed<br />
to be necessary. The financial position of the<br />
company does not give rise to any other assessment<br />
than that the company can continue its<br />
operations and that the company is expected to<br />
fulfil its obligations in the short and long term.<br />
In addition to the assessment of the company’s<br />
consolidation and liquidity requirements,<br />
the board has also taken into consideration all<br />
other known circumstances that can be of<br />
importance for the financial position of the<br />
company.<br />
With reference to the above the board considers<br />
the share redemption programme to be<br />
justified in relation to the requirements set by<br />
the type of operations, scope and risks for the<br />
equity in the company the group, and the consolidation,<br />
liquidity and other requirements for<br />
the company and the group.<br />
REPORT BY THE BOARD AS PER 20<br />
CHAP. 13 § OF THE COMPANIES ACT<br />
With reference to the proposal by the board as<br />
above, the board hereby submits the following<br />
report in accordance with 20 chapter 13 § of the<br />
Companies Act.<br />
The proposed share redemption programme<br />
implies that the board proposes to reduce share<br />
capital by SEK 3 520 726.55 through the withdrawal<br />
of 997 600 shares of the A series and<br />
11 805 042 shares of the B shares for repayment<br />
to shareholders. The shares to be withdrawn<br />
consist of the shares which after allocation of<br />
the shares as above are designated redemption<br />
shares. Payment for each redemption share<br />
shall be SEK 11.20, which exceeds the nominal<br />
value of the share by approx. SEK 10.93. Any<br />
withdrawn redemption shares of the A and B<br />
series held by the company shall be withdrawn<br />
without repayment and such amounts shall be<br />
allocated to free funds to be disposed of by the<br />
annual general meeting. The total redemption<br />
value thereby amounts to SEK 143 389 thousand,<br />
which constitutes approx. 41 percent of<br />
the unrestricted equity in the company and<br />
approx. 40 percent of the equity in the group.<br />
It can be seen from the annual report<br />
for 2012 that the equity ratio for the group<br />
amounts to 86 percent. The proposal by the<br />
board implies a reduction of the share capital<br />
in the company by SEK 3 520 726.55. To<br />
achieve an efficient redemption process without<br />
the need for approval from the Swedish<br />
Companies Registration Office or general court<br />
of law, the board proposes that the annual general<br />
meeting decides to restore the share capital<br />
in the company to its original amount by increasing<br />
the share capital by SEK 3 520 726.55<br />
through a bonus issue of shares, which means<br />
a transfer from the unrestricted equity in the<br />
company to the share capital in the company.<br />
No new shares will be issued in conjunction<br />
with the increase in share capital.<br />
Taken as a whole the proposal of the board<br />
as above means that dividends in the company<br />
will be reduced by no more than SEK 143 389<br />
thousand to approx. SEK 201 685 thousand<br />
in accordance with the balance sheet on 31<br />
December 2012. The restricted equity and<br />
share capital in the company will remain unchanged<br />
after the issue of bonus shares.<br />
annual report 2012 |<br />
27
Part 2 group<br />
Consolidated income statement<br />
(Amounts in TSEK) NOTE 2012 2011<br />
Income from gaming operations 399 588 343 289<br />
Other operating income 6 73 587 25 465<br />
Total 4 473 175 368 754<br />
Operating expenses<br />
Running costs in gaming operations -248 917 -217 364<br />
Other external expenses 8, 14 -21 926 -21 369<br />
Personnel expenses 7 -86 079 -84 639<br />
Other operating expenses 10 -322 -179<br />
Operating profit before depreciation and write-downs 115 931 45 203<br />
Depreciation and write-down of intangible and tangible fixed assets 9 -5 654 -5 110<br />
Write-down of goodwill 15 -73 447 -<br />
Total operating expenses -436 345 -328 661<br />
Operating profit 36 830 40 093<br />
Financial items<br />
Interest income and other similar items 11 252 98<br />
Interest expenses and other similar items 11 -4 410 -1 176<br />
Total financial items -4 158 -1 078<br />
Profit before tax 32 672 39 015<br />
Tax 12 -1 670 -991<br />
Profit for year from remaining operations 31 002 38 024<br />
Discontinued operations<br />
Profit for the year from discontinued operations 32 -624 -4 187<br />
Profit for the year 30 378 33 837<br />
Attributable to:<br />
Parent company shareholders 30 396 36 030<br />
Holdings without controlling influence -18 -2 193<br />
Profit for period 30 378 33 837<br />
Earnings per share, calculated on profit attributable to parent company shareholders during the year<br />
Earnings per share after dilution<br />
13<br />
Earnings from remaining operations 2.42 2.97<br />
Earnings from discontinued operations -0.05 -0.16<br />
Earnings for the year 2.37 2.81<br />
Earnings per share after dilution<br />
Earnings from remaining operations 2.35 2.97<br />
Earnings from discontinued operations -0.05 -0.16<br />
Net income 2.30 2.81<br />
Proposed dividend per share (SEK) 1.20 0.75<br />
Consolidated statement of comprehensive income<br />
(Amounts in TSEK) 2012 2011<br />
Profit for the year 30 378 33 837<br />
Other comprehensive income<br />
Conversion differences -12 753 -2 182<br />
Total other comprehensive income -12 753 -2 182<br />
TOTAL COMPREHENSIVE INCOME<br />
Attributable to<br />
17 625 31 655<br />
Parent company shareholders 17 642 33 858<br />
Holdings without controlling influence -17 -2 203<br />
28 | annual report 2012
Consolidated balance sheet<br />
Assets (amounts in TSEK) NOTE 2012-12-31 2011-12-31<br />
Fixed assets<br />
Intangible fixed assets 15 272 164 352 994<br />
Tangible fixed assets 16 7 263 28 685<br />
Deferred tax claims 12, 17 17 157<br />
Other long-term receivables 17 430 595<br />
Total fixed assets 279 874 382 431<br />
Current assets<br />
Stock 608 995<br />
Accounts receivable 19 26 580 19 574<br />
Tax receivables 12 9 006 10 726<br />
Other receivables 20 7 833 17 060<br />
Prepaid expenses and accrued income 21 3 192 6 714<br />
Liquid assets 59 057 30 457<br />
Total current assets 106 276 85 526<br />
TOTAL ASSETS 386 150 467 957<br />
Equity and liabilities (amounts in TSEK) NOTE 2012-12-31 2011-12-31<br />
Equity<br />
22<br />
Share capital 7 041 7 041<br />
Other added capital 297 159 297 159<br />
Unappropriated funds including profit for year 27 946 18 843<br />
Equity referable to parent company shareholders 332 146 323 043<br />
Holdings without controlling influence 89 2 443<br />
Total equity 332 235 325 486<br />
Long-term liabilities<br />
Long-term interest bearing liabilities 24 1 083 8 377<br />
Other long-term liabilities 24 - 72 825<br />
Deferred tax liabilities 12 116 432<br />
Total long-term liabilities 1 199 81 634<br />
Current liabilities<br />
Current interest bearing liabilities 26 693 7 359<br />
Accounts payable 25 6 235 9 062<br />
Tax liabilities 12 10 842 12 205<br />
Other liabilities 26 11 742 15 376<br />
Accrued expenses and prepaid income 27 23 204 16 835<br />
Total current liabilities 52 716 60 837<br />
TOTAL EQUITY AND LIABILITIES 386 150 467 957<br />
Memorandum items<br />
Pledged assets 28 6 529 10 206<br />
Contingent liabilities None None<br />
annual report 2012 |<br />
29
Part 2 group<br />
Consolidated statement of changes in equity<br />
(Amounts in TSEK)<br />
30 | annual report 2012<br />
Share<br />
capital<br />
Equity referable to parent company shareholders<br />
Other<br />
added<br />
capital<br />
Conversion<br />
reserves*<br />
Unappropriated<br />
funds including<br />
profit for year Total<br />
Holdings without<br />
controlling influence<br />
Opening equity 01-01-2011 7 041 296 736 -32 165 26 751 298 363 4 646 303 009<br />
Comprehensive income - - - - - - 0<br />
Profit for the year - - - 36 030 36 030 -2 193 33 837<br />
Other comprehensive income<br />
Conversion differences - - -2 172 - -2 172 -10 -2 182<br />
Total other comprehensive income 0 0 -2 172 0 -2 172 -10 -2 182<br />
Total comprehensive income 0 0 -2 172 36 030 33 858 -2 203 31 655<br />
Contributions from and value transfers to shareholders, reported directly in equity<br />
Option premiums - 423 - - 423 - 423<br />
Issue costs - - - - 0 - 0<br />
Dividends - - - -9 601 -9 601 - -9 601<br />
Total contributions from and value transfers to<br />
shareholders, reported directly in equity<br />
0 423 0 -9 601 -9 178 0 -9 178<br />
Closing equity 31-12-2011 7 041 297 159 -34 337 53 180 323 043 2 443 325 486<br />
Opening equity 01-01-2012 7 041 297 159 -34 337 53 180 323 043 2 443 325 486<br />
Comprehensive income - - - - - -<br />
Profit for the year - - - 30 396 30 396 -18 30 378<br />
Other comprehensive income - - - - - - 0<br />
Conversion differences - - -12 754 - -12 754 1 -12 753<br />
Total of other comprehensive income 0 0 -12 754 0 -12 754 1 -12 753<br />
Total comprehensive income 0 0 -12 754 30 396 17 642 -17 17 625<br />
Contributions from and value transfers to shareholders, reported directly in equity<br />
Acquisition of minority interest - - - 1 062 1 062 -2 444 -1 382<br />
Contribution from minority interest - - - - 0 107 107<br />
Dividends - - - -9 601 -9 601 - -9 601<br />
Total contributions from and value transfers to<br />
shareholders, reported directly in equity<br />
0 0 0 -8 539 -8 539 -2 337 -10 876<br />
Closing equity 31-12-2012 7 041 297 159 -47 091 75 037 332 146 89 332 235<br />
* The conversion reserve is in its entirety attributable to revaluation of net assets in foreign subsidiaries.<br />
Total<br />
equity
Consolidated cash flow statement<br />
Including discontinued operations* (amounts in TSEK) NOTE 2012 2011<br />
Operating activities<br />
Profit after financial items<br />
Adjustments for items not included in cash flow<br />
32 044 35 306<br />
- Accumulated depreciation and write-downs 82 730 11 390<br />
- Revaluation of additional payments -73 447 -23 828<br />
- Other items 384 -508<br />
Income tax paid -1 335 201<br />
Cash flow from operating activities before changes in working capital 40 376 22 561<br />
Changes in working capital<br />
Changes in inventories 201 97<br />
Changes in current receivables -11 881 -2 795<br />
Changes in current liabilities 12 495 4 990<br />
Cash flow from operating activities 41 191 24 853<br />
Investments<br />
Acquisition of intangible fixed assets 15 -9 136 -1 505<br />
Acquisition of tangible fixed assets 16 -6 097 -4 909<br />
Disposal of tangible fixed assets 135 319<br />
Disposal of operations 27 789 -<br />
Outgoing payments of restaurant loans - -75<br />
Incoming payments of restaurant loans 165 -<br />
Cash flow from investment operations 12 856 -6 170<br />
Financing activities<br />
Option premiums 22 - 423<br />
Change in long-term loans -13 339 -5 327<br />
Dividends paid -9 601 -9 601<br />
Minority payments -1 275 -<br />
Cash flow from financial activities -24 215 -14 505<br />
Change in liquid assets 29 832 4 178<br />
Opening liquid assets 30 457 26 380<br />
Exchange rate differences, liquid assets -1 232 -101<br />
Closing liquid assets 59 057 30 457<br />
Supplementary information<br />
Unutilised credits amounted to 15 000 15 000<br />
During the period interest received amounted to 251 85<br />
During the period interest paid amounted to -546 -1 214<br />
* For information concerning cash flow attributable to discontinued operations, see Note 32.<br />
annual report 2012 |<br />
31
Part 2 pArent compAny<br />
Parent company income statement<br />
(Amounts in TSEK) NOTE 2012 2011<br />
Net sales 5 1 864 1 780<br />
Other operating income 6 87 48<br />
Total 1 951 1 828<br />
Operating expenses<br />
Other external expenses 8, 14 -4 998 -4 533<br />
Personnel expenses 7 -7 934 -9 304<br />
Depreciation and write-down of intangible and tangible fixed assets 9 -276 -290<br />
Other operating expenses 10 -182 -<br />
Total operating expenses 5 -13 390 -14 127<br />
Operating profit -11 439 -12 299<br />
Financial items<br />
Result from participations in group companies 11 -3 620 51 717<br />
Interest income and other similar items 11 210 222<br />
Interest expenses and other similar items 11 -3 621 -1 083<br />
Total financial items -7 031 50 856<br />
Profit before tax -18 470 38 557<br />
Tax 12 - -<br />
NET PROFIT/LOSS FOR THE YEAR -18 470 38 557<br />
Parent company statement of comprehensive income<br />
(Amounts in TSEK) 2012 2011<br />
Profit for the year -18 470 38 557<br />
Other comprehensive income<br />
Total of other comprehensive income 0 0<br />
TOTAL COMPREHENSIVE INCOME -18 470 38 557<br />
32 | annual report 2012
Parent company balance sheets<br />
Assets (amounts in TSEK) NOTE 2012-12-31 2011-12-31<br />
Fixed assets<br />
Intangible fixed assets<br />
Trademarks 15 182 89<br />
Total intangible fixed assets 182 89<br />
Tangible fixed assets<br />
Inventories 16 190 397<br />
Total tangible fixed assets 190 397<br />
Financial fixed assets<br />
Participations in group companies 17, 18 306 975 408 447<br />
Total financial fixed assets 306 975 408 447<br />
Total fixed assets 307 347 408 933<br />
Current assets<br />
Receivables from group companies 26 200 56 905<br />
Tax receivables 12 - 15<br />
Other receivables 20 500 452<br />
Prepaid expenses and accrued income 21 363 542<br />
Liquid assets 41 252 17 768<br />
Total current assets 68 315 75 682<br />
TOTAL ASSETS 375 662 484 615<br />
Equity and liabilities (amounts in TSEK) NOTE 2012-12-31 2011-12-31<br />
Equity<br />
Restricted equity<br />
22<br />
Share capital 7 041 7 041<br />
Statutory reserve 1 924 1 924<br />
Total restricted equity 8 965 8 965<br />
Unrestricted equity<br />
Share premium reserve 256 391 256 391<br />
Unappropriated profit 107 153 78 197<br />
Profit for the year -18 470 38 557<br />
Total unrestricted equity 345 074 373 145<br />
Total equity 354 039 382 110<br />
Provisions<br />
Other provisions 23 - 71 483<br />
Total provisions 0 71 483<br />
Long-term liabilities<br />
Long-term interest bearing liabilities 24 - 6 667<br />
Total long-term liabilities 0 6 667<br />
Current liabilities<br />
Current interest bearing liabilities 26 - 6 667<br />
Accounts payable 25 320 560<br />
Liabilities to group companies 17 138 12 309<br />
Tax liabilities 12 298 -<br />
Other liabilities 26 205 195<br />
Accrued expenses and prepaid income 27 3 662 4 624<br />
Total current liabilities 21 623 24 355<br />
TOTAL EQUITY AND LIABILITIES 375 662 484 615<br />
Memorandum items<br />
Pledged assets 28 8 313 21 778<br />
Contingent liabilities None None<br />
annual report 2012 |<br />
33
Part 2 pArent compAny<br />
Parent company statement of changes in equity<br />
(Amounts in TSEK)<br />
34 | annual report 2012<br />
Share<br />
capital Statutory reserve<br />
Share premium<br />
reserve<br />
Unappropriated profit<br />
including profit for year<br />
Opening equity 01-01-2011 7 041 1 924 256 391 87 799 353 155<br />
Comprehensive income - - - - -<br />
Profit for the year - - - 38 557 38 557<br />
Total of other comprehensive income 0 0 0 0 0<br />
Total comprehensive income 0 0 0 38 557 38 557<br />
Contributions from and value transfers to shareholders, reported directly in equity<br />
Dividends - - - -9 602 -9 602<br />
Total contributions from and value transfers to<br />
shareholders, reported directly in equity<br />
0 0 0 -9 602 -9 602<br />
Closing equity 31-12-2011 7 041 1 924 256 391 116 754 382 110<br />
Opening equity 01-01-2012 7 041 1 924 256 391 116 754 382 110<br />
Comprehensive income - - - - -<br />
Profit for the year - - - -18 470 -18 470<br />
Total of other comprehensive income 0 0 0 0 0<br />
Total comprehensive income 0 0 0 -18 470 -18 470<br />
Contributions from and value transfers to shareholders, reported directly in equity<br />
Dividends - - - -9 601 -9 601<br />
Total contributions from and value transfers to<br />
shareholders, reported directly in equity<br />
0 0 0 -9 601 -9 601<br />
Closing equity 31-12-2012 7 041 1 924 256 391 88 683 354 039<br />
Total<br />
equity
Parent company cash flow statement<br />
Operating activities (amounts in TSEK) 2012 2011<br />
Profit after financial items -18 470 38 557<br />
Adjustments for items not included in cash flow<br />
- Accumulated depreciation and write-downs 276 290<br />
- Profit from sale of subsidiaries 19 982 -<br />
- Profit liquidation of subsidiaries - -7 016<br />
- Group contributions -11 862 -12 432<br />
- Other* 4 182 -5<br />
Income tax paid 476 1 895<br />
Cash flow from operating activities before changes in working capital -5 416 21 289<br />
Changes in working capital<br />
Changes in current receivables 6 984 -1 308<br />
Changes in current liabilities 14 296 8 921<br />
Cash flow from operating activities 15 864 28 902<br />
Investments (amounts in TSEK) 2012 2011<br />
Acquisition of intangible fixed assets -139 -64<br />
Acquisition of tangible fixed assets -23 -432<br />
Disposal of shares and participations in subsidiaries 30 716 -<br />
Liquidation of subsidiaries - 861<br />
Cash flow from investment operations 30 554 365<br />
Financing operations (amounts in TSEK) NOTE 2012 2011<br />
Amortisation loans 22 -13 333 -6 666<br />
Dividends paid -9 601 -9 602<br />
Cash flow from financing operations -22 934 -16 268<br />
Change in liquid assets 23 484 12 999<br />
Opening liquid assets 17 768 4 769<br />
Closing liquid assets 41 252 17 768<br />
Supplementary information<br />
Unutilised credits amounted to 15 000 15 000<br />
During the period interest received amounted to 210 52<br />
During the period interest paid amounted to -465 -1 083<br />
* 2012: Other refers to current value calculation of additional purchase of SEK 1 962 thousand and discontinued operations of SEK 2 220 thousand.<br />
annual report 2012 |<br />
35
Part 2 notes<br />
Note 1:<br />
General information<br />
<strong>Cherry</strong> AB (parent company, CIN 556210-9909)<br />
and its subsidiaries (collectively <strong>Cherry</strong> or the<br />
group) is a Swedish group which via subsidiaries<br />
and partners offers fun & excitment on land<br />
and online. <strong>Cherry</strong> offers its partners gaming,<br />
gaming systems, personnel, equipment and expertise<br />
on the gaming market.<br />
Gaming operations are run via subsidiaries<br />
at restaurant in Sweden and on the Internet<br />
(NorgesAutomaten.com, SverigeAutomaten.com,<br />
DanmarksAutomaten.com, Play<strong>Cherry</strong>.com, Euro-<br />
Lotto.com and <strong>Cherry</strong>Affiliates.com) from Malta.<br />
The Maritime operations were discontinued<br />
in November. These offered gaming at sea onboard<br />
ships in the North Sea/Baltic, the English<br />
Channel/the Irish sea and the Mediterranean.<br />
The parent company is a Swedish limited<br />
company (plc) with its head office in Stockholm.<br />
The address of the company is Blekholmstorget<br />
30, SE-111 64 Stockholm. The parent<br />
company B-share is listed on AktieTorget.<br />
This annual report and consolidated financial<br />
statements have been approved for publication<br />
by the board on 6 April 2013 and will be presented<br />
to the annual general meeting on 7 May<br />
2013 for adoption.<br />
Note 2:<br />
Accounting principles<br />
GENERAL ACCOUNTING PRINCIPLES<br />
The group applies IFRS.<br />
The consolidated financial statements have<br />
been prepared in accordance with the Swedish<br />
<strong>Annual</strong> Accounts Act, RFR 1 Supplementary<br />
Accounting Regulations for Groups, International<br />
Financial <strong>Report</strong>ing Standards (IFRS)<br />
and interpretations from IFRIC, such as have<br />
been approved by the Commission of the European<br />
Communities for application in the EU.<br />
The parent company applies the same accounting<br />
principles as the group, with the exception<br />
of in those cases indicated below in the<br />
section “Parent company accounting principles”.<br />
The applied accounting principles correspond<br />
with those applied in the previous year,<br />
with the exception of the following.<br />
NEW AND CHANGED STANDARDS<br />
APPLIED BY THE GROUP 2012<br />
As of 1 January 2012 the group will apply the<br />
following new items and supplements in IFRS.<br />
IFRS 7 “Financial instruments: Disclosures”,<br />
changes concerning removal of financial assets<br />
from the balance sheet.<br />
IAS 12 “Income taxes” changes concerning<br />
reporting of deferred tax depending on whether<br />
36 | annual report 2012<br />
the reported value of assets will be recovered<br />
by means of use in operations or through sale.<br />
None of the IFRS or IFRIC interpretations,<br />
which for the first time are mandatory for the<br />
fiscal year that began on 1 January 2012, have<br />
had any essential impact on the group.<br />
NEW STANDARDS, CHANGES AND INTER-<br />
PRETATIONS OF EXISTING STANDARDS<br />
THAT HAVE STILL NOT COME INTO FORCE<br />
AND WHICH HAVE NOT BEEN APPLIED IN<br />
ADVANCE BY THE GROUP<br />
Several new standards and changes of interpretations<br />
and existing standards came into<br />
force in the fiscal year that begins after 1 January<br />
2012 and have not been applied during the<br />
preparation of the consolidated financial statements.<br />
None of these are expected to have any<br />
essential impact of the consolidated financial<br />
statements, with the exception of the following:<br />
In IAS 1 “Structure of financial statements”<br />
changes have been introduced concerning<br />
other comprehensive income. The most important<br />
change in the changed IAS 1 is the<br />
requirement that the items reported in “other<br />
comprehensive income” should be presented<br />
as divided into two groups. This allocation is<br />
based on whether the items may come to be<br />
reclassified in the income statement (reclassification<br />
adjustments), or not. The change does<br />
not consider the issue of which items should<br />
be included in “other comprehensive income”.<br />
IFRS 13 “Fair value measurement” is to ensure<br />
that valuations to fair value will be more<br />
consistent and less complex in that the standard<br />
provides an precise definition and mutual<br />
source in IFRS for fair value valuations and<br />
related disclosures. The standard provides<br />
guidance for fair value valuations for all types<br />
of assets and liabilities, financial and nonfinancial.<br />
This requirement does not expand<br />
the application area for when fair value should<br />
be applied, but provides guidance around how<br />
it should be applied when other IFRS already<br />
require or permit valuation to fair value.<br />
IAS 19 “Remuneration to employees” was<br />
changed in June 2011. Costs for employment<br />
in previous years will not be reported immediately.<br />
Interest expenses and expected yields on<br />
administration assets will be replaced by a net<br />
interest calculated with the help of the discount<br />
interest, based on the net surplus or net deficit<br />
in the defined benefit plan. The group has still<br />
not evaluated the effect.<br />
IFRS 9 “Financial instruments” concerns<br />
the classification, valuation and recognition<br />
of financial liabilities and assets. IFRS 9 was<br />
issued in November 2009 for financial assets<br />
and in October 2010 for financial liabilities,<br />
and replaces the parts in IAS 39 related to<br />
classification and valuation of financial instruments.<br />
IFRS 9 specifies that financial assets<br />
should be classified in two different categories;<br />
valuation to fair value, or valuation to accrued<br />
acquisition value. Classification is determined<br />
on the first accounting occasion on the basis<br />
of the company’s business model and characteristic<br />
attributes in the contractual cash flows.<br />
No significant changes have occurred for financial<br />
liabilities in comparison with IAS 39. The<br />
main amendment refers to liabilities that are<br />
identified to fair value. For these, the part of the<br />
change in fair value attributable to the credit<br />
crisis will be recognized in other comprehensive<br />
income instead of income, in so far as this<br />
does not lead to an accounting mismatch. The<br />
group intends to apply the new standard by<br />
the fiscal year that starts on 1 January 2015 and<br />
has therefore not yet evaluated the effects. The<br />
group will assess the effects of the remaining<br />
phases concerning IFRS 9 when they are completed<br />
by IASB.<br />
IFRS 10 “Consolidated financial statements”<br />
is based on already existing principles<br />
when it identifies control as the decisive factor<br />
to determine if a company should be included<br />
in the consolidated financial statements. The<br />
standard provides further guidance to assist<br />
with the establishment of control when this<br />
is difficult to assess. The group intends to apply<br />
IFRS 10 for the fiscal year that begins on<br />
1 January 2013 and has still not assessed the<br />
full effect on the financial statements.<br />
IFRS 12 “Disclosures of interests in other<br />
entities” includes disclosure requirements for<br />
subsidiaries, joint arrangements, associated<br />
companies and non-consolidated structured<br />
companies. The group intends to apply IFRS<br />
12 for the fiscal year that begins on 1 January<br />
2013 and has still not assessed the full effect on<br />
the financial statements.<br />
None of the other IFRS or IFRIC interpretations<br />
that have so far not come into force are<br />
expected to have any essential impact on the<br />
group.<br />
APPLIED VALUATION PRINCIPLES<br />
Assets and liabilities are reported at historic<br />
acquisition values, with deductions for value<br />
depreciation and write-downs in those cases<br />
where this is applicable. Some financial instruments<br />
are valued to their fair value.<br />
Fixed assets and long-term liabilities consist<br />
of amounts that are expected to be recovered or<br />
paid after more than twelve months from the<br />
balance sheet date. Current assets and current<br />
liabilities consist of amounts that are expected<br />
to be recovered or paid within twelve months<br />
from the closing of the accounts.
FUNCTIONAL AND<br />
REPORTING CURRENCY<br />
The parent company uses Swedish kronor (SEK)<br />
as its functional currency, which is also used<br />
as the reporting currency for the group and<br />
the parent company. Financial reports are<br />
therefore presented in Swedish kronor and all<br />
amounts are, unless otherwise stated, rounded<br />
off to the nearest thousand.<br />
FOREIGN CURRENCY<br />
TRANSACTIONS AND BALANCE SHEET<br />
ITEMS IN FOREIGN CURRENCY<br />
Transactions in foreign currency are converted<br />
to the functional currency according to the exchange<br />
rates applicable on the transaction date,<br />
or the date when the items are re-valued. Exchange<br />
rate profits and losses incurred during<br />
the payment of such transactions are reported<br />
in the income statement as other operating income<br />
or other operating expenses.<br />
Receivables and liabilities related to operations<br />
in foreign currency are valued at the yearend<br />
rate. Exchange rate differences incurred<br />
during conversion are reported in the income<br />
statement as other operating income or other<br />
operating expenses.<br />
Currency rate profits and losses attributable<br />
to loans and liquid assets are reported in the income<br />
statement as financial income or expenses.<br />
CONVERSION OF FOREIGN OPERATIONS<br />
Assets and liabilities in foreign operations are<br />
converted in the consolidated financial statements<br />
from the functional currencies of the<br />
operations at the year-end rates. Earnings and<br />
costs are converted at the average rate for the<br />
year. The currency rates are taken from the<br />
Riksbank. Conversion differences incurred<br />
during conversion are reported in other comprehensive<br />
income and accumulated in a separate<br />
component in equity, designated conversion<br />
differences.<br />
Goodwill and adjustments of fair value incurred<br />
during the acquisition of a foreign operation<br />
are treated as assets and liabilities for this<br />
activity, and are converted at the year-end rate.<br />
Exchange rate differences are reported in other<br />
comprehensive income.<br />
ASSESSMENTS AND ESTIMATES<br />
The preparation of financial statements in<br />
accordance with IFRS requires the executive<br />
management to make assessments and estimates<br />
and to make assumptions that influence<br />
the application of the accounting principles<br />
and reported amounts for assets, liabilities,<br />
earnings and costs.<br />
Estimates and assumptions are regularly reviewed<br />
and based on historical experience and<br />
other factors, including expectations of future<br />
events, that are considered to be justified in<br />
the prevailing conditions. The results of these<br />
estimations and assumptions are used to assess<br />
the reported values of assets and liabilities,<br />
which otherwise would not be clear from other<br />
sources. The actual result can deviate from<br />
these estimations and assessments.<br />
During the preparation of <strong>Cherry</strong>’s consolidated<br />
financial statements the board and the<br />
CEO have come to the conclusion that the valuation<br />
of gaming agreements and concessions,<br />
customer and restaurant receivables and the<br />
write-down of goodwill are the critical areas<br />
where other estimates and assessments would<br />
have an effect on the financial position and<br />
results.<br />
WRITE-DOWNS<br />
When the group assesses the write-down requirements<br />
for gaming agreements and concessions<br />
the utility value is assessed on the basis<br />
of forecast future cash flows from the cash<br />
generating units defined as ventures. The most<br />
important assumptions in these calculations<br />
refer to the expected rate of growth of turnover<br />
and development of the operating margin.<br />
The write-down requirement for goodwill<br />
is assessed annually be comparing the recovery<br />
value with the reported value of the asset.<br />
The most important assumptions in these calculations<br />
refer to the expected rate of growth<br />
of turnover, growth rate or forecast period,<br />
and interest. Write-downs of goodwill are not<br />
restored. For a description of write-downs of<br />
goodwill in 2012, see Note 15.<br />
CUSTOMER AND RESTAURANT RECEIVABLES<br />
Customer and restaurant receivables constitute<br />
an important part of <strong>Cherry</strong>’s balance sheet.<br />
Provisions for uncertain receivables are based<br />
on the credit worthiness of the debtor and<br />
the amount that expected to be received. For<br />
a more detailed description of the executive’s<br />
assessment of customer and restaurant receivables,<br />
see Note 19 and 20.<br />
SUPPLEMENTARY PAYMENTS<br />
In conjunction with the acquisitions made in<br />
recent years the acquisition price has been made<br />
up of supplementary payments paid during an<br />
agreed time after the acquisition, and based on<br />
the development of turnover and earnings and<br />
other parameters. The executive assess on a regular<br />
basis the expected result of supplementary<br />
payments. The fair value of conditional purchase<br />
amounts is estimated through the application<br />
of the so-called productive value method.<br />
The estimates are based on a discount rate of<br />
interest with the assumption of an expected re-<br />
sult of the supplementary payment.<br />
As of 31 December 2012 there were no supplementary<br />
payments related to the acquisitions<br />
of the last few years that would involve payments<br />
in the future. The terms and conditions<br />
required for payment have not been achieved<br />
and the revaluation of previously reported liabilities<br />
is reported in the income statement as<br />
other operating income.<br />
CONSOLIDATED FINANCIAL<br />
STATEMENTS – GROUNDS FOR<br />
CONSOLIDATION<br />
The consolidated financial statements include<br />
the parent company <strong>Cherry</strong> AB and all the<br />
subsidiaries. The subsidiaries are all the companies<br />
where the group is entitled to arrange<br />
financial and operative strategies with a view to<br />
achieving financial benefits, in a way normally<br />
employed for a shareholding of more than half<br />
of the voting rights. Subsidiaries are included<br />
in the consolidated financial statements as of<br />
the date the controlling influence is transferred<br />
to the group. They are excluded from the consolidated<br />
financial statements as of the date<br />
when the controlling influence is no longer<br />
valid.<br />
The group applies the acquisition method<br />
for acquisitions.<br />
ACQUISITIONS 2010 AND LATER<br />
All payments to acquire a business operation<br />
are reported at the fair value on the date of acquisition.<br />
The revaluation of any supplementary<br />
payments over and above what was assessed at<br />
the time of the acquisition is reported in the<br />
income statement. Holdings without a controlling<br />
interest in the acquired business can<br />
optionally for each acquisition be valued at either<br />
the fair value or the proportional share of<br />
the net assets in the acquired business, which<br />
are held without controlling interest. All acquisition<br />
related transaction costs are recognised<br />
and reported in the consolidated income statement<br />
as sales and administration expenses.<br />
The excess consisting of the difference between<br />
the acquisition value and the fair value<br />
of the group’s share of identifiable acquired<br />
assets, liabilities and contingent liabilities is<br />
reported as goodwill.<br />
ACQUISITIONS 2009 AND EARLIER<br />
All payments to acquire a business operation<br />
are reported at the fair value on the date of acquisition.<br />
The revaluation of any supplementary<br />
payments over and above what was assessed<br />
at the time of the acquisition is adjusted in relation<br />
to the acquisition value. All acquisition related<br />
transaction costs are reported as a part of<br />
the acquisition value for the acquired business<br />
annual report 2012 |<br />
37
Part 2 notes<br />
operations. If the cost of the acquisition of the<br />
company exceeds the fair value of the identifiable<br />
assets, liabilities and contingent liabilities,<br />
the difference is reported as goodwill. If the fair<br />
value of the acquired net assets exceeds the cost<br />
of the acquisition, the identification and calculation<br />
of the value of the acquired net assets<br />
will be reassessed. Any excess amounts after<br />
this reassessment are immediately reported in<br />
the income statement.<br />
The consolidated income statement includes<br />
the income statements for the parent<br />
company and the directly or indirectly owned<br />
subsidiaries after the elimination of internal<br />
group transactions and depreciation of revaluations<br />
made in conjunction with acquisition.<br />
The earnings and costs of subsidiaries are<br />
included in the consolidated financial statements<br />
from the date the controlling influence<br />
arises (acquisition date) and the date it ceases.<br />
Internal group receivables and liabilities, including<br />
transactions between companies in the<br />
group and thereby associated profits, are eliminated<br />
in their entirety.<br />
HOLDINGS WITHOUT<br />
CONTROLLING INFLUENCE<br />
Holdings without controlling interest are reported<br />
in the consolidated statement of the financial<br />
position in equity, separately from the<br />
equity of parent company owners.<br />
Receivables in parent company ownerships<br />
in subsidiaries that do not lead to a loss of the<br />
controlling influence are reported as equity<br />
transactions. The reported values for the holdings,<br />
with and without controlling influence,<br />
are adjusted so that they reflect changes in<br />
their relative holdings in the subsidiary. Any<br />
differences between the amount with which<br />
the holding without controlling influence is adjusted<br />
and the fair value of the paid or received<br />
compensation are reported directly in equity<br />
and allocated to parent company shareholders.<br />
REPORTING OF DISCONTINUED<br />
OPERATIONS<br />
<strong>Cherry</strong> applies IFRS 5 Fixed assets held for sale<br />
and discontinued operations. IFRS 5 implies<br />
that such operations are reported separately<br />
from remaining operations in the consolidated<br />
income under the heading “Result from discontinued<br />
operations”. Comparative periods<br />
have been re-valued correspondingly.<br />
In the consolidated financial statements for<br />
2012, the Maritime operations have been reported<br />
as discontinued. Note 32 indicates the<br />
effects of these adjustments for 2012 and 2011<br />
in the income statement.<br />
38 | annual report 2012<br />
REPORTING OF BUSINESS AREAS<br />
Group operations are divided up into business<br />
areas on the basis of which parts of the operations<br />
the company’s highest executive follows<br />
up, the so-called management approach, or<br />
executive perspective. In this annual report we<br />
have chosen to call segments for business areas<br />
in accordance with IFRS 8. The basis for the<br />
division of the business areas corresponds with<br />
the group’s operative structure and the internal<br />
reporting to the CEO and the board.<br />
<strong>Cherry</strong>’s business areas are divided up into<br />
Online Gaming and Restaurant Casino. The<br />
business area Maritime Gaming has been disposed<br />
of in 2012 and is reported in discontinued<br />
operations. <strong>Cherry</strong> also runs several development<br />
projects. Up until the time the product<br />
or service is launched these costs are reported<br />
under the heading “Joint and other” in the<br />
business area reporting to clarify what the respective<br />
business areas in the group generate.<br />
EARNINGS<br />
Earnings are reported in the income statement<br />
when in all probability the future financial benefits<br />
will accrue to the group and these benefits<br />
can be calculated in a reliable way. Earnings in<br />
the group consist of gaming income, consultancy<br />
and service income, licence revenues and<br />
other revenues.<br />
EARNINGS FROM GAMING ACTIVIES<br />
This item includes gaming income and consultancy<br />
and service income.<br />
Earnings from gaming activities in the<br />
group are reported net after deductions for<br />
player winnings, and for poker, casino, gaming<br />
and bingo after deductions for player winnings,<br />
bonuses and loyalty programmes. Gaming income<br />
is reported when payment is received,<br />
because this concurs with the date when the<br />
gaming/service took place or was delivered.<br />
Assignments in consultancy and service<br />
activities are normally of short duration and income<br />
from these is reported when the assignment<br />
has been completed.<br />
Internal group sales are eliminated in the<br />
consolidated financial statements.<br />
OTHER OPERATING INCOME<br />
Other operating income mainly includes licence<br />
revenues, recovered write-downs of receivables,<br />
exchange profit in operations and<br />
the results of sales of fixed assets. Licence revenues<br />
are periodised linearly over the period the<br />
revenues refer to. Other earnings are reported<br />
when the risks and benefits associated with the<br />
ownership rights have been transferred to the<br />
buyer and the earned amount can be calculated<br />
reliably.<br />
RUNNING COSTS IN<br />
GAMING OPERATIONS<br />
Running costs in gaming operations for Restaurant<br />
& Event Casino and Maritime Gaming<br />
refer to gaming shares to venues and shipping<br />
companies, gaming tax, licence fees, purchased<br />
materials and purchased services directly related<br />
to gaming operations.<br />
Running costs in gaming operations for<br />
Online Gaming refer to shares to gaming operators,<br />
support, and purchased services directly<br />
related to gaming operations.<br />
Running costs in gaming operations are<br />
periodised in line with delivery of the gaming<br />
or service.<br />
WRITE-DOWNS<br />
Assessment of the residual value of assets and<br />
useful period is carried out on an annual basis.<br />
If there is an indication that tangible or<br />
intangible assets with a fixed useful period, or<br />
financial fixed assets in the group, have an excessively<br />
high book value, then an analysis is<br />
made where the recovery value is determined<br />
for individual or naturally associated types of<br />
assets. If the reported value exceeds the calculated<br />
recovery value, this value is immediately<br />
written-down.<br />
For intangible assets with an indeterminate<br />
useful period and intangible assets that are still<br />
not ready for use, the recovery value is determined<br />
every year. Write-downs are reported<br />
when an asset’s reported value exceeds the recovery<br />
value.<br />
A write-down is reversed if there has been a<br />
change in the circumstances used to determine<br />
the recovery value, with the exception of writedowns<br />
of goodwill which are not recovered.<br />
A reversal is made at the most up to a value<br />
that does not exceed the book value that should<br />
have been reported, with deduction for depreciation,<br />
if no write-down should have been made.<br />
Write-downs are included in the income<br />
statement item, Depreciation and write-downs.<br />
TAXES<br />
Income tax reported in the income statement<br />
includes the actual tax, i.e. the tax that should<br />
be paid or received in the year, adjustments for<br />
tax in previous years, and deferred tax.<br />
Items reported in the income statement<br />
therefore include such related tax effects. Items<br />
reported directly to equity include associated<br />
tax effects directly to equity.<br />
The valuation of all tax liabilities and receivables<br />
is made at nominal amounts and in<br />
accordance with the stipulated tax regulations<br />
and tax rates, or those that have been advised<br />
and will in all probability be applied.<br />
Deferred tax is calculated in accordance
with the balance sheet method on the basis of<br />
temporary differences between reported and<br />
tax values of assets and liabilities, with the application<br />
of the tax rates and tax regulations that<br />
are decided or advised at the year-end. Temporary<br />
differences are not taken into consideration<br />
in group-wide goodwill, nor in differences<br />
attributable to participations in subsidies and<br />
associated companies, which are not expected<br />
to be taxed within the foreseeable future.<br />
Deferred tax receivables concerning deductible<br />
temporary differences and deficit deductions<br />
are only reported to the extent that it<br />
is likely that they will be utilised and result in<br />
lower tax payments in the future. The determining<br />
factor for whether a deferred tax receivable<br />
concerning a deficit deduction will be<br />
reported or not is whether an assessment can<br />
be made of how likely it is that the group will<br />
be able to utilise it for settlement in relation to<br />
future taxable profits. Consideration is taken in<br />
this context to expected taxable income in coming<br />
periods and the opportunity of legal set-off<br />
in relation to profits in companies in the same<br />
country.<br />
FINANCIAL ASSETS AND LIABILITIES<br />
<strong>Cherry</strong> classifies its financial instruments in<br />
the following categories:<br />
1. Loans receivable and other receivables.<br />
2. Financial assets or liabilities at fair value<br />
via the income statement.<br />
3. Other financial liabilities.<br />
4. Financial assets and liabilities that can be sold.<br />
1. CLASSIFICATION AS “LOANS RECEIVABLE<br />
AND ACCOUNTS RECEIVABLE”<br />
Operating receivables, including accounts receivable,<br />
are classified as “Loans receivable<br />
and accounts receivable” are valued to the accrued<br />
acquisition value. In the balance sheet<br />
these are reported as accounts receivable and<br />
liquid assets, with the exception of items with<br />
a due date more than twelve months after the<br />
balance sheet date, which are classified as financial<br />
fixed assets. Bank balances and loans<br />
receivable and accounts receivable are valued at<br />
the accrued acquisition value. Returns on bank<br />
balances and short-term investments are reported<br />
as financial income in the consolidated<br />
income statement.<br />
The value of loans receivable and accounts<br />
receivable is reviewed on a regular basis and<br />
write-downs are reported in operating expenses.<br />
2. CLASSIFICATION AS “FINANCIAL ASSETS/<br />
LIABILITIES VALUED AT FAIR VALUE VIA<br />
THE INCOME STATEMENT”<br />
When assets in this category are held, changes<br />
in value are reported on a regular basis at fair<br />
value. The revaluation of derivatives held to<br />
minimise transaction risks for the operative<br />
business is reported in operating profit, and<br />
derivatives held to minimise transaction risks<br />
for the financial business are reported in net<br />
finance. A financial asset is classified in this<br />
category if it is held for trading purposes, i.e.<br />
has mainly been acquired with a view to disposal<br />
in the short term, or if the group executive<br />
has classified it as such. <strong>Cherry</strong> has not held<br />
any assets classified in this category during the<br />
reported periods. When liabilities in this classification<br />
are held they are reported in the same<br />
way as “Financial assets valued to fair value<br />
via the income statement”. Liabilities in this<br />
category refer to the allocation of supplementary<br />
payments, which are reported as other longterm<br />
liabilities in the balance sheet.<br />
3. CLASSIFICATION AS “OTHER<br />
FINANCIAL LIABILITIES”<br />
This category includes loan liabilities and accounts<br />
payable. Liabilities in this category are<br />
valued to the accrued acquisition value with<br />
the application of the effective interest method.<br />
Loan liabilities are also reported initially at the<br />
received amount after deduction for transaction<br />
costs. If the fair value differs from what should<br />
be repaid on the due date, the loan liability is<br />
then reported to the accrued acquisition value,<br />
which means that the difference is periodised<br />
in accordance with the effective interest method<br />
as an interest expense. <strong>Cherry</strong> applies IAS 23,<br />
Loan expenses. In accordance with this standard<br />
loan expenses referring to borrowing directly<br />
attributable to acquisition, performance and<br />
production of qualified assets, are included as<br />
part of the acquisition value of the investment.<br />
<strong>Cherry</strong> has, however, no borrowing attributable<br />
to such investments at the present time, which<br />
is why costs for borrowing are charged to the<br />
income statement. Loan liabilities, short-term<br />
investments and liquid assets are reported in<br />
accordance with the business date principle.<br />
Borrowing is classified as short-term liabilities<br />
if the group does not have an unconditional<br />
right to defer payment of the debt for at least<br />
twelve months after the balance sheet date.<br />
4. CLASSIFICATION AS “FINANCIAL ASSETS<br />
THAT CANNOT BE SOLD”<br />
<strong>Cherry</strong> has no financial liabilities or assets<br />
classified in this category.<br />
On the balance sheet date there were no tangible<br />
differences between book value and fair<br />
value in the group’s assets and liabilities. For<br />
allocation in respective category, see Note 29.<br />
INTANGIBLE FIXED ASSETS<br />
GOODWILL<br />
Goodwill corresponds to the positive difference<br />
between the acquisition price and fair<br />
value of the group’s share of the identifiable<br />
net assets in the acquired company or business<br />
operation as of the date of acquisition. Because<br />
goodwill has an indeterminate useful period it<br />
is reviewed annually in relation to write-down<br />
requirements and is reported at its acquisition<br />
value with the deduction of any accumulated<br />
write-downs. Profits and losses in conjunction<br />
with the disposal of companies include the<br />
book value of the goodwill that is attributable<br />
to discontinued company. Write-downs of goodwill<br />
are not restored.<br />
Goodwill is allocated to cash-generating<br />
units during the examination of any writedown<br />
requirements. This allocation is made<br />
to the cash-generating units or groups of<br />
cash-generating units, determined in accordance<br />
with the group’s operating segments,<br />
which are expected to benefit from the acquisition<br />
where the goodwill item arose.<br />
OTHER INTANGIBLE FIXED ASSETS<br />
Other intangible assets include acquired gaming<br />
agreements and concessions, trademarks<br />
and development costs. The intangible assets<br />
are reported in the balance sheet at the acquisition<br />
value, with deductions for accumulated<br />
depreciation and write-downs. Depreciation is<br />
based on the original acquisition value, reduced<br />
by the estimated residual value and taking into<br />
write-downs made.<br />
Linear depreciation is applied over the useful life<br />
of the assets as follows:<br />
Acquired gaming agreements and<br />
concessions<br />
Trademarks<br />
Development costs<br />
Tenancy rights<br />
annual report 2012 |<br />
3-6 years<br />
5 years<br />
2-5 years<br />
7 years<br />
39
Part 2 notes<br />
TANGIBLE FIXED ASSETS<br />
Tangible fixed assets are reported at their<br />
historic acquisition cost after deduction for<br />
accumulated depreciation and any writedowns.<br />
Repairs and maintenance are recognised<br />
on a regular basis. Depreciation is based<br />
on the original acquisition value, reduced by<br />
the estimated residual value and taking into<br />
write-downs made.<br />
Linear depreciation is applied over the useful life<br />
of the assets as follows:<br />
Slot machines in use<br />
3-10 years<br />
Product gaming<br />
2 years<br />
Recreational gaming<br />
2-5 years<br />
Casino tables<br />
5 years<br />
Casino wheels, Sweden<br />
3-5 years<br />
Scanning system (maritime slot machines) 3-5 years<br />
Registering equipment (Swedish casino) 3 years<br />
Other gaming inventories<br />
max 5 years<br />
Office inventories<br />
5 years<br />
Computers<br />
3 years<br />
Vehicles<br />
3-5 years<br />
INVENTORIES<br />
Inventories are valued at the lower of the acquisition<br />
cost after the requisite deduction for obsolescence<br />
and net sales value. The acquisition<br />
value for the inventory is calculated through<br />
the application of the FIFO method.<br />
LEASING<br />
Leasing is classified as either financial or operational<br />
leasing.<br />
Leasing where an essential part of the risks<br />
and advantages of the ownership are retained<br />
by the lessor is classified as operational leasing.<br />
Payments made during the leasing period<br />
(after deductions for any incentives from the<br />
lessor) are recognized in the income statement<br />
linearly over the leasing period.<br />
The group leases some tangible fixed assets.<br />
Leasing agreements of fixed assets where the<br />
group essentially holds the financial risks and<br />
advantages associated with the ownership is<br />
classified as financial leasing. At the start of the<br />
leasing period financial leasing is reported in<br />
the balance sheet at the lower of the fair value<br />
of the leasing object and the current value of<br />
minimum lease charges.<br />
Each leasing payment is allocated between<br />
amortisation of the liability and financial expenses.<br />
The corresponding payment obligations,<br />
after deduction of financial expenses, are<br />
included in the balance sheet items Long-term<br />
borrowing and Short-term borrowing. The interest<br />
part in the financial expenses is reported<br />
in the income statement, allocated over the<br />
leasing period so that each accounting period<br />
is charged with an amount that corresponds to<br />
40 | annual report 2012<br />
a fixed interest rate for liability reported during<br />
respective periods. Fixed assets held in accordance<br />
with financial leasing agreements are<br />
written-down during the shorter period of the<br />
asset’s useful life and leasing period.<br />
The scope of <strong>Cherry</strong>’s operational leasing<br />
agreements is reported in Note 14 and financial<br />
leasing agreements are indicated in Note 16.<br />
REMUNERATION TO EMPLOYEES<br />
SHORT-TERM REMUNERATION<br />
Short-term remuneration to employees is calculated<br />
with discounting and reported as an<br />
expense when the related services are received.<br />
A provision for estimated bonus payments and<br />
other contractual compensation is reported<br />
when the group has legal or informal obligations<br />
to make such payments as a result of the<br />
fact that the services in question have been received<br />
from the employees and the provision<br />
amount can be estimated reliably.<br />
PENSION COMMITMENTS<br />
Pension plans are financed through payments<br />
from respective group companies and in some<br />
cases from the employees. All pensions are<br />
reported as defined contributions. Group payments<br />
concerning defined contribution pension<br />
plans are recognised during the period<br />
the employees have performed the services to<br />
which the contributions refer. Pensions for employees<br />
who have chosen the opportunity of an<br />
alternative ITP and pensions for croupiers and<br />
dealers are defined contributions.<br />
Pension commitments for some the company’s<br />
employees are secured through insurance<br />
in Alecta. Alecta’s surplus can be distributed to<br />
policy holders and/or the insured. At the end of<br />
2012, Alecta’s surplus amounted in the form of<br />
the collective consolidation level to 130 percent<br />
(preliminary data, the last previous year it was<br />
143 percent). The collective consolidation level<br />
consists of the market value of Alecta’s assets<br />
in percent of the insurance commitments calculated<br />
in accordance with Alecta’s insurance<br />
undertakings, which do not correspond with<br />
IAS 19.<br />
COMPENSATION ON NOTICE OF TERMINATION<br />
Compensation on the termination of employment<br />
is paid when an employee is given notice<br />
by the company prior to the normal pension<br />
date, or when an employee accepts a voluntary<br />
retirement from in exchange for such compensation.<br />
The group reports severance pay<br />
when it is manifestly obliged to give notice to<br />
an employee in accordance with a detailed formal<br />
plan without the opportunity of recall. In<br />
the event the company has issued an offer to<br />
encourage voluntary retirement, the severance<br />
pay is based on the number of employees who<br />
are estimated to accept the offer. Benefits due<br />
more than 12 months after the end of the reporting<br />
period are discounted to current value.<br />
INCENTIVE PROGRAMME<br />
The 2011–2014 incentive programme for the<br />
<strong>Cherry</strong> group does not come under IFRS 2 and<br />
share related compensation. Employees are offered<br />
options at market prices.<br />
PROVISIONS<br />
A provision is reported in the balance sheet<br />
when the group has an existing legal or informal<br />
obligation as a result of an event that has<br />
occurred, and where it is likely that an outflow<br />
of financial resources will be needed to regulate<br />
the obligation and it is possible to make<br />
a reliable estimation of the amount. A provision<br />
for restructuring is reported when the<br />
group has established a detailed and formal<br />
restructuring plan, and the restructuring has<br />
either been begun or has been officially acknowledged.<br />
Provisions are reported in the balance<br />
sheet under other current and long-term<br />
liabilities. When the outflow of resources is<br />
estimated to take place later than one year after<br />
the balance sheet date, the expected future cash<br />
flow is discounted and the provision is reported<br />
at capitalised value.<br />
CASH FLOW STATEMENT AND<br />
DEFINITION OF LIQUID ASSETS<br />
The cash flow statement is prepared in accordance<br />
with the indirect method. The reported<br />
cash flow only included transactions that permit<br />
incoming or outgoing payments. Liquid<br />
assets are classified as cash and bank balances<br />
with a term shorter than three months, and<br />
which are only exposed to a negligible risk of<br />
fluctuations in value.<br />
PARENT COMPANY<br />
ACCOUNTING PRINCIPLES<br />
The parent company accounting is prepared<br />
in accordance with the <strong>Annual</strong> Accounts Act<br />
and RFR 2 Accounting regulations for legal<br />
entities. The parent company applies the same<br />
principle as the group, with the exception<br />
of the following. The principles remain unchanged<br />
in comparison with previous years,<br />
unless otherwise stated in Changes in accounting<br />
principles.<br />
Deviations between group and parent company<br />
accounting principles are motivated by<br />
the limitations the <strong>Annual</strong> Accounts Act imposes<br />
in the application of IFRS in the parent<br />
company and the tax regulations that enable<br />
different accounting for legal entities than for<br />
the group.
CHANGES IN ACCOUNTING PRINCIPLES 2012<br />
Unless otherwise stated below the parent<br />
company accounting principles in 2012 have<br />
changed in line with what has been specified<br />
for the group.<br />
GROUP CONTRIBUTIONS AND SHARE-<br />
HOLDER CONTRIBUTIONS<br />
The parent company reports group contributions<br />
received in accordance with the same<br />
principle as ordinary dividends, i.e. as a financial<br />
income. Group contributions are reported<br />
as financial expenses. Shareholder contributions<br />
are made directly to equity at the recipient<br />
and activated in shares and participation at the<br />
issuer, in so far as there are no write-downs.<br />
FINANCIAL POLICY<br />
The group’s financial operations are conducted<br />
on the basis of the financial policy established<br />
by the board and is characterised by a low level<br />
of risk. Financial operations and the management<br />
of financial risks are coordinated via the<br />
parent company <strong>Cherry</strong> AB, which is also responsible<br />
for the placement of excess liquidity.<br />
Financing of subsidiaries mainly takes place via<br />
the parent company and a cash pool, to which<br />
all Swedish companies are linked. The operational<br />
subsidiaries manage their own financial<br />
risks within the framework established by the<br />
board and in coordination with the parent<br />
company. Disclosures on <strong>Cherry</strong>’s financial risk<br />
management reflect the information issued<br />
internally to leading executives.<br />
CURRENCY EXPOSURE RISKS<br />
The group is exposed to changes in the foreign<br />
exchange rate as some of its sales take place<br />
in currencies that differ from the costs (transaction<br />
exposure). Results are also affected by<br />
changes in foreign exchange rates when the<br />
results of the foreign subsidiaries are converted<br />
to Swedish kronor (translation exposure).<br />
Group equity is also affected by changes in foreign<br />
exchange rates when the assets and liabilities<br />
in foreign subsidiaries are recalculated to<br />
GROUP COMPANIES<br />
Participations in group companies are reported<br />
in the parent company at the acquisition value,<br />
reduced by any write-downs. Conditional proceeds<br />
are valued on the basis of the likelihood<br />
that they will be received. Any changes in the<br />
provision/receivable are added to, or reduce<br />
the acquisition value.<br />
DIVISION INTO RESTRICTED<br />
AND UNRESTRICTED EQUITY<br />
In the parent company balance sheet equity is<br />
divided up into restricted and unrestricted equity<br />
in accordance with the <strong>Annual</strong> Accounts Act.<br />
Note 3: Financial risk management<br />
Swedish kronor (translation exposure).<br />
All the earnings of the business area Online<br />
Gaming are in euro and majority of its costs<br />
are also in euro. <strong>Cherry</strong> does not implement<br />
hedging for this part at present.<br />
Foreign companies are mainly financed<br />
through equity and intergroup loans, which are<br />
issued either in the parent company currency<br />
or in the currency of the subsidiary. Hedging<br />
of equity in foreign subsidiaries is not implemented.<br />
If the Swedish currency fell by 5 percent<br />
in relation to the euro, with all other variables<br />
constant, profit after tax on 31 December 2012<br />
would have been SEK 1.6 million higher mainly<br />
as a result of gains from the conversion of the<br />
results from Online Gaming.<br />
Earnings items in foreign group and associated<br />
companies are not hedged.<br />
Exchange rates used in consolidated<br />
financial statements<br />
Average rate 2012 2011<br />
EUR 8.71 9.03<br />
GBP 10.73 10.41<br />
Closing rate (Ultimo) 2012 2011<br />
EUR 8.62 8.94<br />
GBP 10.49 10.68<br />
ANTICIPATED DIVIDENDS<br />
The parent company reports anticipated dividends<br />
from subsidiaries in those cases where<br />
the parent company has the sole right to the<br />
scope of the host transfer and if the parent<br />
company has taken a decision on the scope<br />
of the dividend before its financial reports<br />
are published. No anticipated dividends were<br />
reported in the annual accounts for the fiscal<br />
year of 2012.<br />
REFINANCING RISKS,<br />
LIQUIDITY RISKS AND<br />
CAPITAL MANAGEMENT<br />
Group operations are mainly financed with their<br />
own resources. As of the year end 31-12-2012<br />
the group had no loans apart from financial<br />
leasing. <strong>Cherry</strong> also has a standing overdraft<br />
facility in Sweden for SEK 15 million.<br />
The table below shows group liabilities allocated<br />
by the time remaining to the contractual<br />
due date. The amounts shown in the table are<br />
the contractual, non-discounted cash flows.<br />
<strong>Cherry</strong> has traditionally aimed for a low<br />
level of debt with an equity ratio of at least 30<br />
percent. The tangible fixed assets in the group<br />
mainly consist of gaming and gaming equipment.<br />
Future investments in tangible fixed assets<br />
are mainly estimated to be financed with<br />
internally generated resources. There may be a<br />
need for external financing in the event of any<br />
major acquisitions of companies. The objective<br />
is primarily to implement acquisitions through<br />
cash payment and, or the issue of shares.<br />
INTEREST RISKS<br />
Group earnings and cash flows from operations<br />
are essentially independent of changes in<br />
interest levels on the market. Excess liquidity<br />
in the group is banked in accordance with<br />
As of 31 December 2012 Less than 3 months From 3 months to 1 year From 1 to 2 years From 2 to 5 years More than 5 years<br />
Acquisition loan - - - - -<br />
Other long-term liabilities - - - - -<br />
Financial leasing 172 520 1 083 - -<br />
Accounts payable and other<br />
liabilities<br />
12 865 15 954 - - -<br />
annual report 2012 |<br />
41
Part 2 notes<br />
group finance policy. Short terms are applied.<br />
With the exception of financial leasing, <strong>Cherry</strong><br />
had no interest bearing loans as of 31-12-2012.<br />
COUNTERPARTY RISKS AND CREDIT RISKS<br />
<strong>Cherry</strong> has no essential concentration of credit<br />
risks. The company estimates that it has more<br />
than 200 customers in its business operations.<br />
No single customer accounts for more than<br />
10 percent of group sales. Concerning Online<br />
Gaming, <strong>Cherry</strong> bears the responsibility for<br />
any credit risks of customers and also for any<br />
jackpots.<br />
<strong>Cherry</strong> has its own platform for Online<br />
Gaming, as well as white label solutions. For<br />
white label solutions, <strong>Cherry</strong>’s partners are<br />
responsible for all the credit risks of customers<br />
and for any jackpots, where provisions are<br />
made monthly. Concerning its own platform,<br />
<strong>Cherry</strong> is responsible for credit risks and<br />
jackpots. Provisions are also made monthly for<br />
jackpots. Individual units in respective business<br />
areas may, however, have a larger exposure to<br />
individual customers. All jackpots are randomly<br />
generated. Depending on the results, earnings<br />
and profit may be affected in the short term.<br />
<strong>Cherry</strong> has several partners who pay on a<br />
monthly basis. There is risk of one or more of<br />
these partners become insolvent and failing to<br />
pay their debts to <strong>Cherry</strong>.<br />
<strong>Cherry</strong> issues advance payments, so-called<br />
restaurant loans, to some of the customers in<br />
the group, which is a natural part of <strong>Cherry</strong>’s<br />
gaming operations in Restaurant Casino. The<br />
terms and conditions for repayment rates are<br />
agreed individually with respective restaurant<br />
42 | annual report 2012<br />
owners. <strong>Cherry</strong> receives compensation corresponding<br />
to the market interest rate for outstanding<br />
loans. Restaurant loans are a competitive<br />
factor in the industry and are of important<br />
for the outcome of the business negotiations<br />
concerning venue agreements. Their issue<br />
involves a credit risk. To minimise this risk<br />
the borrower takes out security in the form of<br />
corporate or real estate mortgages, personal<br />
guarantees and, or other mortgaging of property.<br />
All loan issues undergo <strong>Cherry</strong>’s credit assessment.<br />
In 2012 a credit resolution in excess<br />
of SEK 300 thousand was taken by the board<br />
of <strong>Cherry</strong>, a credit resolution of SEK 150-300<br />
thousand by the president together with the<br />
chairman, and a credit resolution of up the<br />
SEK 150 thousand by the president.<br />
In <strong>Cherry</strong>’s business operations no official<br />
independent external credit rating service is<br />
available for customers. Nevertheless, risk assessments<br />
of customer credit worthiness are<br />
made on the basis of their financial position,<br />
previous experience and other factors. Individual<br />
risk limits are established on the basis of<br />
internal or external credit assessments in accordance<br />
with the limits set by the board. The<br />
use of credit limits is followed up regularly.<br />
The credit quality of financial assets that<br />
neither have fallen due for payment nor are<br />
in need of a write-down is assessed through<br />
reference to external credit ratings (if such<br />
are available) or to the payment history of the<br />
counterparty.<br />
Cash handling in the <strong>Cherry</strong> group does<br />
take place, but has significantly diminished<br />
now that Maritime Gaming has been discon-<br />
tinued. The risks involved with handling cash<br />
in Restaurant Casino have nevertheless been<br />
reduced in that the physical handling of cash at<br />
most of the venues is not handled by the <strong>Cherry</strong><br />
Group, along with the introduction of card<br />
terminals at almost all of the <strong>Cherry</strong> venues.<br />
This has led to a significant reduction in the<br />
handling of cash. In those cases where cash<br />
handling does take place, most of the handling<br />
is managed by our partners, i.e. restaurants,<br />
hotels and night clubs. This does involve a<br />
credit risk for <strong>Cherry</strong>. Reversal accounting of<br />
internal control systems is used minimise this<br />
risk, which quickly detects deviations. Security<br />
companies such as Nokas, Loomis and others<br />
are often used in those cases where <strong>Cherry</strong><br />
handles cash.<br />
TAX RISKS<br />
<strong>Cherry</strong> conducts its business operations<br />
through subsidiaries in Malta, Gibraltar and<br />
Sweden. Operations, including transactions<br />
between group companies, are managed in accordance<br />
with the company’s interpretation of<br />
current tax laws, gaming agreements and regulations,<br />
or by the interpretation of them by the<br />
government agencies concerned. In addition,<br />
these regulations can change, possibly with a<br />
retroactive impact. The decisions of tax authorities<br />
can have a negative effect on the previous<br />
or current tax situation for the group. The company<br />
and its subsidiaries are, in so far as this<br />
can be known, not currently the object of any<br />
form of tax audit.
Note 4: <strong>Report</strong>ing per business area<br />
2012<br />
Restaurant<br />
Casino<br />
Online<br />
Gaming<br />
Group-wide and<br />
development projects<br />
Discontinued operations<br />
Maritime Gaming<br />
annual report 2012 |<br />
Total for<br />
the group<br />
Profit/loss<br />
External income 134 526 265 115 87 - 399 728<br />
Revaluation of supplementary proceeds - 73 447 - - 73 447<br />
Intergroup income 7 2 313 1 863 - -<br />
Total income 134 533 340 875 1 950 0 -<br />
Operating profit (EBIT) 12 345 33 643 -9 158 - 36 830<br />
Profit before tax - - - - 32 672<br />
Profit after tax from remaining operations - - - - 31 002<br />
Profit from discontinued operations - - - -624 -624<br />
Net profit after tax - - - - 30 378<br />
Other disclosures<br />
Assets 19 304 325 335 41 511 - 386 150<br />
Liabilities -22 713 -24 676 -6 526 - -53 915<br />
Company acquisitions 2 500 - - - 2 500<br />
Other investments 1 319 5 307 3 859 2 248 12 733<br />
Depreciation and write-downs -2 670 -76 036 -395 -3 629 -82 730<br />
2011<br />
Restaurant<br />
Casino<br />
Online<br />
Gaming<br />
Group-wide and<br />
development projects<br />
Discontinued operations<br />
Maritime Gaming<br />
Total for<br />
the group<br />
Profit/loss<br />
External income 125 819 219 059 48 - 344 926<br />
Revaluation of supplementary proceeds - 23 828 - - 23 828<br />
Intergroup income - 3 223 1 780 - -<br />
Total income 125 819 246 110 1 828 0 -<br />
Operating profit before depreciation (EBITDA) 11 992 43 412 -10 962 - 45 203<br />
Operating profit (EBIT) 10 182 41 086 -11 925 - 40 093<br />
Profit before tax - - - - 39 015<br />
Profit after tax from remaining operations - - - - 38 024<br />
Profit from discontinued operations - - - -4 187 -4 187<br />
Net profit after tax - - - - 33 837<br />
Other disclosures<br />
Assets 20 003 384 493 19 374 44 087 467 957<br />
Liabilities -19 276 -108 068 -5 378 -9 749 -142 471<br />
Company acquisitions 264 - - - 264<br />
Other investments 697 2 563 496 2 394 6 150<br />
Depreciation and write-downs -2 483 -2 325 -290 -6 292 -11 390<br />
For definition of business segments and group-wide and development projects, see page 22 in the annual report.<br />
For further information on discontinued operations, see Note 32.<br />
SALES, ASSETS AND INVESTMENTS PER GEOGRAPHICAL AREA<br />
2012 Scandinavia Rest of Europe Group<br />
External income 333 449 66 279 399 728<br />
Assets 56 619 329 531 386 150<br />
Company acquisitions 2 500 - 2 500<br />
Other investments 2 722 10 011 12 733<br />
2011 Scandinavia Rest of Europe Group<br />
External income 302 447 42 479 344 926<br />
Assets 58 440 409 517 467 957<br />
Company acquisitions 264 - 264<br />
Other investments 2 749 3 401 6 150<br />
43
Part 2 notes<br />
Note 5: Transactions with associated companies<br />
The parent company has a close affiliation with its subsidiaries (see Note<br />
18). Services sold to subsidiaries refer in similarity to the previous year<br />
mainly to management services, rental and office costs, future invoiced<br />
expenditures. Transactions with subsidiaries take place at market rates.<br />
Remuneration the chairman of the board, board members and executives<br />
is reported in Note 7.<br />
None of the board members or executives in <strong>Cherry</strong> or its subsidiaries<br />
have, or have had, any direct or indirect involvement in any business<br />
transactions with <strong>Cherry</strong> or its subsidiaries that are, or have been, unusual<br />
in terms of their character or conditions.<br />
Note 6: Other operating income<br />
44 | annual report 2012<br />
The sellers of the Automaten group have been engaged as consultants to<br />
Inprom Ltd on Malta.<br />
Consultancy services have been included at market rates and in 2012<br />
the amount of SEK 7 027 thousand (6 558) has been invoiced to Inprom<br />
Ltd.<br />
As of 31-12-2012 there were no receivables from or liabilities to associated<br />
companies.<br />
<strong>Cherry</strong> has not, nor have its subsidiaries, had or issued loans, set<br />
guarantees or entered into personal guarantees on behalf of any of the<br />
board members, or executives in <strong>Cherry</strong> or its subsidiaries.<br />
Parent Company<br />
Purchases and sales, group companies 2012 2011<br />
Net sales of subsidiaries 1 864 1 780<br />
Share of total earnings 100% 100%<br />
Purchases from subsidiaries 563 750<br />
Share of total operating expenses 0.0% 0.1%<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Revaluation of condition proceeds 73 447 23 828 - -<br />
Exchange rate differences in operations 74 1 338 41 2<br />
Licence revenues 46 46 46 46<br />
Recovered write-down of receivables 12 11 - -<br />
Capital gains from sale of fixed assets 8 78 - -<br />
Other - 164 - -<br />
Total 73 587 25 465 87 48
Note 7: Personnel<br />
2012 2011<br />
Average number of employees including discontinued operations Total of which, men Total of which, men<br />
Parent company<br />
Sweden 4 75% 4 75%<br />
Total for parent company 4 75% 4 75%<br />
Subsidiaries<br />
Sweden 132 30% 130 30%<br />
England 7 40% 20 40%<br />
Greece 25 29% 28 29%<br />
Malta 30 50% 12 50%<br />
Poland 6 0% 9 0%<br />
Total for subsidiaries 200 30% 199 30%<br />
Group total including discontinued operations 204 30% 203 31%<br />
The average number of employees in discontinued operations amounted to 44 66<br />
Group Parent Company<br />
Salaries, other compensation and payroll overhead 2012 2011 2012 2011<br />
Board, CEO, vice CEO and other executives -6 991 -8 779 -3 030 -5 628<br />
Other employees -59 420 -57 714 -1 535 -517<br />
Total -66 411 -66 493 -4 565 -6 145<br />
Of which variable remuneration to CEO, other executives -1 382 -337 -20 -21<br />
Payroll overhead (including pension expenses) -16 440 -16 926 -2 357 -2 851<br />
Pension expenses including payroll tax<br />
Board, CEO, vice CEO and other executives -1 287 -1 605 -721 -939<br />
Other employees -1 893 -1 406 -94 -33<br />
Total -3 180 -3 011 -815 -972<br />
Of which in discontinued operations<br />
Salaries and remuneration to executives -495 -749 - -<br />
Salaries other employees -5 773 -9 088 - -<br />
Payroll overhead (including pension expenses) -1 386 -1 974 - -<br />
Pension expenses executives -116 -200 - -<br />
Pension expenses other employees -291 -379 - -<br />
DECISION AND DRAFTING PROCESS<br />
Remuneration is paid to the chairman and board members in accordance<br />
with the decision of the annual general meeting. No remuneration is paid for<br />
committee work. No remuneration is paid to the employee representative.<br />
The general meeting has decided on the following guidelines concerning<br />
remuneration to executives.<br />
Remuneration to the CEO and other executives consists of their basic<br />
salary, variable remuneration, other benefits and pensions. Other executives<br />
refer to the five persons who together with the CEO constitute the<br />
group executive. For the composition of the group executive, see page 20.<br />
The division between basic salary and variable remuneration should<br />
stand in proportion to responsibility and authorization of the executive.<br />
Variable remuneration for other executives is limited to SEK 200–500<br />
thousand for 2012. The variable remuneration is based on results in relation<br />
to individual set targets approved by the chairman. Pension benefits<br />
and other benefits for the CEO and other executives are included as part of<br />
the total remuneration.<br />
annual report 2012 |<br />
45
Part 2 notes<br />
Remunerations and other benefits for executives in 2012<br />
Remunerations and other benefits for executives in 2011<br />
46 | annual report 2012<br />
Basic<br />
salary<br />
Basic<br />
salary<br />
Variable<br />
remuneration<br />
* Other executives include Per-Anders Persson, Ulf Bergström, Aron Moberg-Egfors, Marius Andersen and Lars-Gunnar Persson.<br />
For further information, see executives on page 20.<br />
Variable<br />
remuneration<br />
Pension<br />
expenses<br />
Other<br />
remuneration Total<br />
Chairman of the board Rolf Åkerlind -200 - - -210 -410<br />
Board member Kjell Berggren -100 - - - -100<br />
Board member Per Hamberg -33 - - - -33<br />
Board member Anders Holmgren -100 - - - -100<br />
Board member Emil Sunvisson -58 - - -34 -92<br />
Board member Morten Klein - - - - 0<br />
Board member Martin Wattin -83 - - - -83<br />
Total remuneration to the board, including to chairman -574 0 0 -244 -818<br />
CEO Emil Sunvisson -650 - -170 - -820<br />
Former CEO Gunnar Lind -1 011 - -458 -2 530 -3 999<br />
Vice CEO Fredrik Burvall -854 -21 -127 - -1 002<br />
Other executives* -2 316 -237 -375 - -2 928<br />
Other executives in discontinued operations -670 -79 -161 - -910<br />
Total -6 075 -337 -1 291 -2 774 -10 477<br />
* Other executives include Per-Anders Persson, Ulf Bergström, Marius Andersen and Lars-Gunnar Persson.<br />
For further information, see executives on page 20.<br />
Pension<br />
expenses<br />
Other<br />
remuneration Total<br />
Chairman of the board Rolf Åkerlind -340 - - -33 -373<br />
Board member Kjell Berggren -107 - - - -107<br />
Board member Anders Holmgren -107 - - - -107<br />
Board member Morten Klein - - - - 0<br />
Board member Martin Wattin -107 - - - -107<br />
Total remuneration to the board including to chairman -661 0 0 -33 -694<br />
CEO Emil Sunvisson -1 491 -240 -440 - -1 931<br />
Vice CEO Fredrik Burvall -810 -119 -140 - -970<br />
Other executives* -3 501 -733 -361 - -4 356<br />
Other executives in discontinued operations -495 -290 -116 - -701<br />
Total -6 958 -1 382 -1 057 -33 -8 652
COMMENTS TO TABLE ON PREVIOUS PAGE:<br />
• Basic salary refers to salary and other benefits, including car and fuel benefits.<br />
• Variable remuneration refers to recognised variable remuneration, which<br />
is based on achieved targets and is paid in 2013.<br />
• Pension expenses refer to the cost that has affected net profit for the year<br />
excluding payroll tax. The chairman and members of the board have not<br />
received any remuneration in addition to the board remuneration in 2012.<br />
• In 2011 the chairman received extra remuneration for extra commitments<br />
concerning current operations to support the CEO.<br />
OPTIONS PROGRAMME<br />
At an extraordinary general meeting on 19 October 2011 the proposal by the<br />
board to introduce an incentive programme for executives and key persons<br />
in the <strong>Cherry</strong> group was approved. The programme involves an offer to<br />
acquire options at market prices (as per Black & Scholes) for shares in the<br />
B series in <strong>Cherry</strong> and 455 000 options have been subscribed to. The option<br />
price was SEK 0.93 per option and the redemption price was set to SEK<br />
22.94 per share. Each option entitles the acquisition of one share during the<br />
redemption period 1–30 November 2014.<br />
Changes in the number of outstanding share options and their weighted<br />
average redemption price are as follows:<br />
Average<br />
redemption<br />
price in SEK<br />
per option<br />
2012 2011<br />
Options<br />
(thousands)<br />
Average<br />
redemption<br />
price in SEK<br />
per option<br />
Options<br />
(thousands)<br />
As of 1 January 22.94 455 000 -<br />
Allocated 0 22.94 455 000<br />
As of 31 December 22.94 455 000 22.94 455 000<br />
The weighted average fair value for options allocated in 2011, determined<br />
with the Black-Scholes valuation model, was SEK 17.64 per option. Important<br />
input data in the model included the weighted average share price of<br />
SEK 17.44 on the day of allocation, the above redemption price, volatility of<br />
30 percent, and expected dividend of SEK 3.75, an expected term of 3 years<br />
and an annual risk-free interest of 1.5 percent.<br />
A total of 500 000 options have been issued in the programme for<br />
2011–2014. These were subscribed free of charge by the subsidiary <strong>Cherry</strong><br />
Casino Syd AB and the options that were not subscribed, 45 000 options,<br />
are still held by the subsidiary.<br />
LOYALTY<br />
With the objective of motivating executives, the board has decided to issue<br />
remuneration for loyalty to be paid by 1 November 2014 to selected employees<br />
who at the time of payment are still employed in <strong>Cherry</strong>.<br />
The remuneration can be paid to an amount that net after tax corresponds<br />
to a maximum of SEK 565 thousands including payroll overhead. This remuneration<br />
including payroll overhead is recognised at the rate it is earned<br />
during the period 1 November 2011–31 October 2014.<br />
TERMS OF EMPLOYMENT FOR CEO<br />
The CEO Emil Sunvission is employed until further notice, up to the age of 65.<br />
In addition to a fixed salary the CEO has the opportunity to receive variable<br />
remuneration. The scope of the CEO’s variable remuneration is related<br />
to the achievement of the targets set by the board in this context.<br />
In addition to pension benefits in accordance with the General Insurance<br />
Act (ATP and AFP) the CEO is entitled to an extended pension premium.<br />
Salary on which a pension is based does not include variable remuneration,<br />
company car or other benefits. The pension is a defined contribution. No<br />
agreement exists on the right to an early retirement pension before 65 years<br />
of age. The pension is non-transferable.<br />
If notice is given by <strong>Cherry</strong>, the CEO is entitled to a term of notice of six<br />
months and severance pay corresponding to 12 months salary. No deduction<br />
will be made from severance pay if a salary is received from another<br />
position. If notice is given by the CEO, the term of notice is six months.<br />
Severance pay will not be paid in this case.<br />
TERMS OF EMPLOYMENT FOR EXECUTIVES<br />
Employment contracts include regulations on remuneration and terms of<br />
notice.<br />
For business area managers and subsidiary managers variable remuneration<br />
in 2012 has a limit of 100 percent of the fixed annual salary, excluding<br />
benefits. Variable remuneration is based on an earning period of one year.<br />
The result is based on to what extent to which an individual achieves set<br />
targets in advance.<br />
The targets are primarily quantitative and are set by the president after<br />
approval by the chairman of the board.<br />
An employee can normally give notice with a term of six months in the<br />
contract. No severance pay is paid in this case. If notice is given by <strong>Cherry</strong>,<br />
executives are entitled to a term of notice of six months and severance pay<br />
corresponding to 6 months salary. No deduction will be made from severance<br />
pay if a salary is received from another position.<br />
The executive in Sweden is entitled to pensions in accordance with the<br />
ITP system, or equivalent, and to a certain increase in person premiums.<br />
Salary on which a pension is based does not include variable remuneration<br />
or a company car. The total pension premium including extended pensions<br />
does not exceed 10 price base amounts for anyone. No agreement exists on<br />
the right to an early retirement pension before 65 years of age. Pensions<br />
are defined contributions, with the exception of ITP premiums which are<br />
defined benefit plans. Pensions are non-transferable.<br />
For pensions concerning executives on Malta, <strong>Cherry</strong>’s subsidiaries only<br />
pay salaries and payroll overheads since these persons handle their own<br />
pensions.<br />
Employment contracts normally include a competition clause that is<br />
valid during the term of employment and for an additional 12 to 24 months.<br />
2012 2011<br />
Gender balance in corporate management Number of men Number of women Number of men Number of women<br />
Board 6 - 6 -<br />
Other executives 2 - 2 -<br />
Total parent company 8 0 8 0<br />
Other executives 4 - 4 -<br />
Total group 12 0 12 0<br />
annual report 2012 |<br />
47
Part 2 notes<br />
Note 8: Remuneration to auditors<br />
Note 9: Depreciation and write-downs<br />
48 | annual report 2012<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Gaming agreements and concessions -1 372 -1 058 0 -<br />
Development costs -1 652 -1 509 0 -<br />
Trademarks and domain names -402 -422 -47 -68<br />
Inventories and gaming equipment -2 229 -2 121 -230 -222<br />
Total -5 654 -5 110 -276 -290<br />
Note 10: Other operating expenses<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
PricewaterhouseCoopers AB<br />
Audit assignment -517 -536 -183 -168<br />
Auditing in addition to audit assignment -120 - -120 -<br />
Tax advising -55 - -55 -<br />
Other assignments - -57 - -57<br />
Total<br />
Other audit companies<br />
-692 -593 -358 -225<br />
Audit assignment -61 -70 - -<br />
Auditing in addition to audit assignment - - - -<br />
Tax advising - - - -<br />
Other assignments 0 -155 - -<br />
Total -61 -225 0 0<br />
Total -753 -818 -358 -225<br />
of which in discontinued operations -231 -291 -120 -<br />
The audit assignment refers to remuneration for the audit stipulated by law, i.e. such work as is necessary to produce the audit report, as well as audit<br />
advising issued in conjunction with the audit assignment.<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Capital loss from sale of fixed assets -322 -179 -182 -<br />
Total -322 -179 -182 0
Note 11: Financial items<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Group contributions - - 11 862 12 432<br />
Profit from disposal of subsidiaries - - -19 982 7 016<br />
Result on liquidation - - - 7 016<br />
Dividends from subsidiaries - - 4 500 32 269<br />
Result from participations in group companies - - -3 620 58 733<br />
Interest income 252 98 210 73<br />
Changes in exchange rates, net - - - 149<br />
Financial income 252 98 210 222<br />
(of which group companies) - - - -<br />
Interest expenses -2 510 -1 067 -2 428 -1 083<br />
Interest expenses, financial leasing - -103 - -<br />
Changes in exchange rates, net -1 900 -6 -1 193 -<br />
Financial expenses -4 410 -1 176 -3 621 -1 083<br />
(of which group companies) - - 0 -1 081<br />
Total net finance -4 158 -1 078 -7 031 57 872<br />
Note 12: Tax<br />
Group Parent Company<br />
Tax expenses in income statements 2012 2011 2012 2011<br />
Allocation to current and deferred tax<br />
Current tax -1 519 -1 564 - -<br />
Deferred tax -151 573 - -<br />
Total -1 670 -991 0 0<br />
Group Parent Company<br />
Difference between real tax expense and tax expense based on applicable tax rate 2012 2011 2012 2011<br />
<strong>Report</strong>ed profit before tax 32 672 39 015 -18 470 38 557<br />
Tax as per applicable tax rate (26.3%) -8 593 -10 261 4 858 -10 140<br />
Tax attributable to previous year - - - -<br />
Difference in tax in foreign operations 7 073 3 614 - -<br />
Tax effect of non-reported deficit deductions -18 -1 031 - -157<br />
Tax effect of utilised loss deductions not reported previously 206 - 157 -<br />
Tax effect of changes in tax rate 23 - - -<br />
Tax effect of non-taxable/non-deductible items -361 6 687 -5 014 10 297<br />
Total tax -1 670 -991 0 0<br />
Specification of deferred tax:<br />
Tax changes for temporary differences -35 -100 - -<br />
Tax on group contributions from discontinued operations - 673 - -<br />
Tax expenses on changes in balance sheet allocations -116 - - -<br />
Total deferred tax -151 573 0 0<br />
As a result of the change in the Swedish corporate tax from 26.3% to 22.0% applicable from 1 January 2013 the reported values for deferred tax concerned<br />
has been recalculated. Deferred tax which was expected to be restored after 1 JanuarY 2013 has been calculated by using the effective tax rate of 22.0%.<br />
For specification of changes in deferred tax receivables, see Note 17.<br />
annual report 2012 |<br />
49
Part 2 notes<br />
50 | annual report 2012<br />
Group Parent Company<br />
Taxes in balance sheets 2012 2011 2012 2011<br />
Deferred tax receivables<br />
- Deferred tax receivables, temporary differences 17 157 - -<br />
Total Long-term receivables 17 157 0 0<br />
Of the reported deferred tax receivables, SEK 17 thousand is expected to be used within one year from the balance sheet date.<br />
Current receivables<br />
- Tax receivables 9 006 10 726 - 15<br />
Total 9 006 10 726 0 15<br />
Deferred tax liabilities<br />
- Deferred tax, temporary differences - -432 - -<br />
- Deferred tax, overdepreciation -116 - - -<br />
Total -116 -432 0 0<br />
Of the reported deferred tax liabilities, SEK 0 thousand is expected to be used within one year from the balance sheet date.<br />
Current liabilities<br />
- Tax liabilities -10 842 -12 205 -298 -<br />
Total -10 842 -12 205 -298 0<br />
Non-reported deferred tax receivables concerning deficit deductions amounted to SEK 1 056 thousand (2 071) . This reduction is attributable to<br />
discontinued operations. No part of the deferred tax receivables concerning deficit deductions is limited in time.<br />
Note 13: Earnings per share<br />
Earnings per share before dilution is calculated by dividing the result<br />
attributable to parent company shareholders by a weighted average<br />
number of outstanding ordinary shares during the period, excluding any<br />
redeemed shares held as shares by the parent company.<br />
To calculate earnings per share after dilution the weighted average<br />
number of outstanding shares is adjusted for the dilution effect of all<br />
potential ordinary shares. The parent company only has one category of<br />
potential ordinary shares with a dilution effect, i.e. share options. For<br />
these a calculation is made for the number of shares that could have been<br />
purchased at fair value (calculated as the average market price for the par-<br />
Group<br />
2012 2011<br />
Net profit for remaining operations attributable to parent company shareholders. 31 020 38 024<br />
Net profit for total operations attributable to parent company shareholders. 30 396 36 030<br />
Total number of outstanding shares 1 January 12 802 642 12 802 642<br />
Issue of shares during the year - -<br />
Total number of outstanding shares 31 December 12 802 642 12 802 642<br />
Average number of shares prior to dilution 12 802 642 12 802 642<br />
Effect of options 403 548 -<br />
Average number of shares after dilution 13 206 190 12 802 642<br />
Earnings per share (SEK)<br />
Earnings per share from remaining operations prior to dilution 2.42 2.97<br />
Earnings per share from remaining operations after dilution 2.35 2.97<br />
Earnings per share from total operations prior to dilution 2.37 2.81<br />
Earnings per share from total operations after dilution 2.30 2.81<br />
ent company shares), for an amount corresponding to the monetary value<br />
of the subscription rights linked to the outstanding share options. The<br />
number of shares calculated is compared with the number of shares that<br />
would have been issued on the assumption that the share options were<br />
utilised. The calculation shows that outstanding options (455 000 options<br />
in the options programme 2011–2014) had a dilution effect for 331 days in<br />
2012. A total of 500 000 options were set out, but the remaining 45 000<br />
options have not been issued and are placed in <strong>Cherry</strong> Casino Syd AB.
Note 14: Leasing<br />
Leasing and rental costs for equipment that is rented and included in the concept of operational leasing amounted to:<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Recognised leasing and rent expenses -499 -507 -126 -147<br />
Future minimum charges concerning non-terminable operational leasing and rental agreements will be incurred as below:<br />
Group Parent Company<br />
2012 2012<br />
- in 2013–2016 -499 -155<br />
- in 2014-2017 -259 -117<br />
- after 2017 -155 -13<br />
Total -913 -285<br />
Note 15: Intangible fixed assets<br />
Group Goodwill<br />
Gaming<br />
agreements<br />
& concessions<br />
2012 2011<br />
Development<br />
costs<br />
Trade<br />
marks &<br />
domain<br />
names Total Goodwill<br />
Gaming<br />
agreements<br />
& concessions<br />
Development<br />
costs<br />
Trade<br />
marks &<br />
domain<br />
names Total<br />
Opening acquisition value 346 792 9 345 2 989 1 428 360 554 349 014 12 563 1 823 1 370 364 770<br />
Investments - 5 075 1 379 182 6 636 - 264 1 177 64 1 505<br />
Increase through acquisition - 2 500 - - 2 500 - - - - 0<br />
Discontinued operations - -3 147 - - -3 147 - - - - 0<br />
Other sales & retirements - 0 - - 0 - -3 560 - - -3 560<br />
Exchange rate differences -12 721 -21 -110 -39 -12 890 -2 222 -37 -12 -7 -2 278<br />
Closing accumulated<br />
acquisition value<br />
334 071 13 752 4 258 1 572 353 653 346 792 9 230 2 988 1 427 360 437<br />
Opening depreciation - -4 961 -1 494 -988 -7 443 - -4 047 - -571 -4 618<br />
Depreciation &<br />
write-downs in the year<br />
-73 447 -1 372 -1 652 -402 -76 873 - -1 099 -1 509 -422 -3 030<br />
Discontinued operations - 2 705 - - 2 705 - - - - 0<br />
Depreciation and write-downs for<br />
discontinued operations in the year<br />
- - - - 0 - - - - 0<br />
Other sales & retirements - 0 - - 0 - 216 - - 216<br />
Exchange rate differences - 21 72 29 122 - -31 15 5 -11<br />
Closing accumulated depreciation -73 447 -3 608 -3 074 -1 361 -81 489 0 -4 961 -1 494 -988 -7 443<br />
Recognised value 260 624 10 144 1 184 211 272 164 346 792 4 269 1 494 439 352 994<br />
2012 2011<br />
Parent company Trademarks Total Trademarks Total<br />
Opening acquisition value 378 378 313 313<br />
Acquisitions in the year 139 139 64 64<br />
Closing accumulated acquisition value 517 517 377 377<br />
Opening depreciation -289 -289 -220 -220<br />
Depreciation in the year -47 -47 -68 -68<br />
Closing accumulated depreciation -335 -335 -288 -288<br />
Recognised value 182 182 89 89<br />
annual report 2012 |<br />
51
Part 2 notes<br />
WRITE-DOWN OF GOODWILL<br />
The goodwill reported for the group derives from the acquisition of the<br />
Automaten group in 2010.<br />
The goodwill, which has a reported value of SEK 260 million, belongs<br />
to the cash generating unit Online Gaming. Since goodwill is not writtendown,<br />
a write-down test has been made in accordance with IAS 36 in the<br />
fourth quarter of 2012 by comparing future discounted cash flows with<br />
the reported value. The test showed there was a write-down requirement<br />
of SEK 73 million.<br />
The recovery value is based on cash flow forecasts based on actual<br />
results in operations in 2011 and 2012 and a five year forecast, which is<br />
52 | annual report 2012<br />
based on a business plan and budget for 2013. The growth rate in the first<br />
five years is expected to be in line with the industry.<br />
Cash flows for the years after 2018 have been extrapolated by an annual<br />
growth rate of 2 percent, which corresponds to an assumed average<br />
future rate of inflation and lies at the level of expectations in the industry.<br />
The forecasted cash flows have been discounted with an interest rate<br />
of 13.7 percent before tax.<br />
The discount interest reflects the specific risk applicable for the cash<br />
flow generating unit Online Gaming.<br />
The most important assumptions in the five year forecast and the methods used to estimate the values are as follows:<br />
Important variables Method to estimate values<br />
Sales<br />
Operating margin<br />
A forecast based on current market plans, updated annually on the basis of actual results. The forecast is based on previous<br />
experiences and external sources of information.<br />
The operating margin largely depends on which market investments are implemented. Amounts are determined in annual<br />
budgets for the unit. The forecast is based on previous experiences and external sources of information.<br />
The actual outcome of operations in 2012 for <strong>Cherry</strong> Online Gaming did<br />
not live up the high expectations.<br />
The following sensitivity analyses of the calculation of the present<br />
value in conjunction with the write-down assessment have been made:<br />
A general reduction of the sales growth rate by 1 percentage unit in the<br />
forecast period, a general reduction of the operating margin by 1 percentage<br />
unit in the forecast period, a general increase in WACC by 1 percentage<br />
Note 16: Tangible fixed assets<br />
unit, and a general reduction of the growth rate after the forecast period<br />
by 0.5 percentage unit. The sensitivity analyses show that none of the<br />
adjustments on their own will generate any essential write-down requirement.<br />
In February 2013 the trademarks and domains related to Sverige-<br />
Automaten, NorgesAutomaten and DanmarksAutomaten were sold to<br />
Betsson AB (plc). For a more detailed description, see Note 33.<br />
Group: Inventories and gaming equipment Parent company: Inventories<br />
2012 2011 2012 2011<br />
Opening acquisition value 90 658 84 090 1 073 694<br />
Investments 6 097 4 909 23 433<br />
Discontinued operations -73 397 - - -<br />
Other disposals and retirements - -1 734 - -54<br />
Reclassifications - 3 367 - -<br />
Exchange rate changes -1 826 142 - -<br />
Closing accumulated acquisition value 21 532 90 774 1 096 1 073<br />
Opening depreciation -62 089 -54 866 -676 -508<br />
Discontinued operations 52 749 - - -<br />
Other disposals and retirements - 1 584 0 54<br />
<strong>Annual</strong> depreciation -2 229 -2 121 -230 -222<br />
<strong>Annual</strong> depreciation for discontinued operations -3 628 -6 239 - -<br />
Reclassifications - -337 - -<br />
Exchange rate changes 929 -110 - -<br />
Closing accumulated depreciation -14 268 -62 089 -905 -676<br />
Recognised value 7 263 28 685 190 397
This item includes leasing objects that the group holds in accordance with financial leasing agreements with the following amounts:<br />
Participations in group companies 2012 2011<br />
Acquisition value of activated financial leasing 3 367 3 367<br />
Accumulated depreciation -1 684 -1 010<br />
Future minimum charges concerning financial leasing agreements will have the following results:<br />
- in 2013-2016<br />
- in 2014-2017<br />
- after 2017<br />
Total<br />
Note 17: Financial fixed assets<br />
Group<br />
Parent Company<br />
annual report 2012 |<br />
Group 2012<br />
Participations in group companies 2012 2011<br />
Opening acquisition value 408 447 435 649<br />
<strong>Annual</strong> acquisitions - -<br />
Disposal of subsidiaries -28 026 -<br />
Liquidation of subsidiaries - -1 000<br />
Revaluation of conditional proceeds -73 446 -26 202<br />
Closing book value 306 975 408 447<br />
Group Parent Company<br />
Deferred tax receivables 2012 2011 2012 2011<br />
Opening value 157 239 - -<br />
Tax receivables attributable to discontinued operations -104 - - -<br />
Changes in tax, deficit deductions - - - -<br />
Tax changes for temporary differences -36 -82 - -<br />
Exchange rate differences - - 0 0<br />
Closing value 17 157 - -<br />
Group Parent Company<br />
Other long-term receivables 2012 2011 2012 2011<br />
Opening value 595 520 - -<br />
Changes in long-term receivables -165 75 - -<br />
Closing value 430 595 0 0<br />
-707<br />
-993<br />
-<br />
-1 700<br />
53
Part 2 notes<br />
Note 18: Participations in group companies<br />
Company CIN Head office Participation % No. of shares 2012 2011<br />
<strong>Cherry</strong> Casino AB 556225-3806 Stockholm 100% 20 000 8 313 8 313<br />
<strong>Cherry</strong> Casino Syd AB 556229-6730 Gothenburg 100% 20 000 6 972 6 972<br />
Playcherry PR & Media AB 556420-9632 Stockholm 100% 5 000 1 670 1 670<br />
<strong>Cherry</strong> Malta Ltd C 47263 Malta 100% 1 200 190 020 263 466<br />
- Inprom Ltd C 43 921 Malta 100% 125 000 - -<br />
- Esprom Ltd C 48657 Malta 100% 1 200 - -<br />
- Playcherry Ltd C 43059 Malta 100% 280 000 - -<br />
- Yggdrasil Holding Ltd C 57560 Malta 95% 100 000 - -<br />
- Yggdrasil Ltd 108 560 Gibraltar 95% 2 000 - -<br />
- Yggdrasil Gaming Ltd C 57683 Malta 95% 40 000 - -<br />
Euroslots Gaming Ltd C 48654 Malta 100% 12 000 100 000 100 000<br />
- EuroSlots Ltd C 48658 Malta 100% 1 200 - -<br />
- <strong>Cherry</strong> Ltd Gibraltar 100% 2 000 - -<br />
Astral Marine Services Ltd * 3522485 England 100% 200 000 - 14 561<br />
<strong>Cherry</strong> Maritime Gaming AB * 556207-4335 Solna 100% 10 000 - 13 465<br />
- <strong>Cherry</strong> Services Ltd * CY 10165761Q Cypern 55% 275 - -<br />
- Briseis Development Corp ** Liberia 55% 500 - -<br />
Total 306 975 408 447<br />
Note 19: Accounts receivable<br />
54 | annual report 2012<br />
2012 2011<br />
Accounts receivable 26 580 23 972<br />
Minus: reserves for uncertain receivables -2 670 -4 398<br />
Accounts receivable – net 23 910 19 574<br />
2012 2011<br />
Accounts receivable in euro 25 770 17 053<br />
Accounts receivable in SEK 810 5 930<br />
Accounts receivable in GBP - 989<br />
Accounts receivable 26 580 23 972<br />
Note 20: Current receivables<br />
* Company sold during 2012 ** Company discontinued during 2012<br />
Accounts receivable in the group have terms of payment of 10–30 days and<br />
therefore the value in the balance sheet corresponds with the real value. The<br />
maximum exposure to credit risks concerning accounts receivable as of the balance<br />
sheet date is the reported net value for the receivables mentioned above.<br />
In general <strong>Cherry</strong> does not have any guarantees for accounts receivable, but<br />
there are guarantees for some restaurant loans and some accounts receivable.<br />
As of 31 December 2012, SEK 19 676 thousand (8 497) of accounts receivable<br />
were older than 30 days. Of these SEK 3 162 thousand (4 398) have been<br />
reserved as uncertain. The due receivables for which no write-down has been<br />
made refer to several customers where <strong>Cherry</strong> has a separate agreement concerning<br />
the payment period. In total profit for the year has been charged with<br />
expenses for suspected and confirmed customer losses of SEK 2 670 thousand<br />
(3 616) concerning accounts receivable.<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Short-term part of restaurant loan 1 708 2 664 - -<br />
Receivable gaming cash, small change cash, money in slot machines 3 277 10 149 - -<br />
Gaming shares 1 045 1 818 - -<br />
VAT 390 948 131 188<br />
Other 1 413 1 481 369 264<br />
Total 7 833 17 060 500 452
RESTAURANT LOANS<br />
Restaurant loans have different terms of payment, depending on the<br />
agreements made with respective owners. Loans seldom have a life term<br />
longer than one year. The part of the restaurant loan expected to be paid<br />
later than one year from the balance sheet date is reported as long-term<br />
receivables.<br />
As of 31 December 2012, restaurant loans amounting to SEK 1 105<br />
thousand (1 210) were due. Of these SEK 1 007 thousand (1 080) have<br />
been reserved as uncertain.<br />
RECEIVABLE GAMING CASH, SMALL CHANGE CASH,<br />
MONEY IN SLOT MACHINES<br />
These receivables have short terms and payment is normally received<br />
within 15 to 30 days. As of 31 December 2012, SEK 174 thousand (301) of<br />
receivables were older than 30 days. Of these SEK 77 thousand (83) have<br />
been reserved as uncertain.<br />
In total profit for the year has been charged with expenses for suspected<br />
and confirmed losses concerning receivables of gaming cash, small change<br />
cash and money in slot machines to an amount of SEK 31 thousand (31).<br />
Note 21: Prepaid expenses and accrued income<br />
Note 22: Equity<br />
GAMING SHARES<br />
Gaming shares refer to receivables at venues where the restaurant looks<br />
after the cash takings, or where <strong>Cherry</strong> has other receivables from the<br />
restaurant owner. The accounts are settled monthly in arrears, through<br />
so-called “krögarbrev”. Krögarbrev (restaurant invoices) are due for payment<br />
10 to 30 days after they are issued.<br />
As of 31 December 2012, gaming shares amounting to SEK 496 thousand<br />
(553) were due. Of these SEK 465 thousand (498) have been assessed<br />
to be uncertain and have been reserved in their entirety.<br />
In total profit for the year has been charged with expenses for suspected<br />
and confirmed customer gaming share receivables to an amount of SEK<br />
126 thousand (122).<br />
OTHER CURRENT RECEIVABLES<br />
In total, profit for the year has been charged with expenses for suspected<br />
and confirmed customer losses of SEK 441 thousand (428) concerning<br />
other receivables.<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Rent 626 405 75 110<br />
Insurance 126 413 93 281<br />
Accrued interest income 70 - - -<br />
Other prepaid expenses 2 370 5 896 195 151<br />
Total 3 192 6 714 363 542<br />
Composition of share capital 2012 2011<br />
Parent company No. of shares Share capital No. of shares Share capital<br />
Shares, A series (10 votes) 997 600 549 997 600 549<br />
Shares, B series (1 vote) 11 805 042 6 493 11 805 042 6 493<br />
Total shares 12 802 642 7 041 12 802 642 7 041<br />
The nominal value of the share was SEK 0.55 as of 31-12-2012. Both A- and<br />
B-shares have equal rights to assets and profits in the company.<br />
An issue of 500 000 subscription options was decided at an extraordinary<br />
general meeting on 19-10-2011. The company’s share capital can increase<br />
by a total of SEK 275 thousand.<br />
annual report 2012 |<br />
55
Part 2 notes<br />
Note 23: Other provisions<br />
56 | annual report 2012<br />
Parent Company<br />
2012 2011<br />
Other provisions<br />
Conditional supplementary proceeds - -71 483<br />
Total 0 -71 483<br />
See also Note 30.<br />
Note 24: Long-term liabilities<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Long-term interest bearing liabilities<br />
Liabilities to credit institutions - -6 667 - -6 667<br />
Liabilities related to financial leasing -1 083 -1 710 - -<br />
Total -1 083 -8 377 0 -6 667<br />
Granted non-utilised credit amounted to 15 000 15 000 15 000 15 000<br />
Long-term non-interest bearing liabilities<br />
Guarantee liabilities - -1 342 - -<br />
Condition proceeds - -71 483 - -<br />
Total 0 -72 825 0 0<br />
No part of long-term liabilities falls due for payment later than five years after the balance sheet date. Concerning conditional proceeds, see Note 30.<br />
Note 25: Accounts payable<br />
Accounts payable in the group have standard terms of payment and therefore the value in the balance sheet corresponds with the real value.<br />
Note 26: Current liabilities<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Current interest bearing liabilities<br />
Liabilities to credit institutions - -6 667 - -6 667<br />
Liabilities related to financial leasing -693 -692 - -<br />
Total<br />
Other current liabilities<br />
-693 -7 359 - -6 667<br />
Personnel tax -2 637 -2 459 -146 -157<br />
Gaming taxes -1 453 -1 564 - -<br />
Gaming shares to venues -3 910 -3 817 - -<br />
VAT -3 167 -3 069 - -<br />
Other -575 -4 467 -59 -38<br />
Total -11 742 -15 376 -205 -195<br />
Note 27: Accrued expenses and prepaid income<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Accrued salaries -5 613 -6 494 -2 076 -3 441<br />
Holiday pay -4 202 -4 276 -98 -68<br />
Payroll overheads -3 062 -2 717 -326 -147<br />
Other -10 327 -3 348 -1 162 -968<br />
Total -23 204 -16 835 -3 662 -4 624
Note 28: Pledged assets relating to liabilities in company<br />
Note 29: Financial assets and liabilities<br />
Group Parent Company<br />
2012 2011 2012 2011<br />
Shares in subsidiaries 6 529 10 206 8 313 21 778<br />
Total 6 529 10 206 8 313 21 778<br />
Loans receivable<br />
and accounts<br />
receivable<br />
Financial assets and<br />
liabilities reported at fair<br />
value via the income statement<br />
Other financial<br />
liabilities<br />
Total<br />
reported value<br />
Non financial<br />
assets<br />
and liabilities<br />
Non financial assets and liabilities include taxes and personnel related balance sheet items regulated by a standard other than IFRS 7.<br />
annual report 2012 |<br />
Total<br />
balance sheet<br />
Group 2012<br />
Other long-term receivables 430 - - 430 - 430<br />
Accounts receivable 26 580 - - 26 580 - 26 580<br />
Other receivables 7 443 - - 7 443 12 588 20 031<br />
Liquid assets 59 057 - - 59 057 - 59 057<br />
Total 93 510 0 0 93 510 12 588 106 098<br />
Long-term interest bearing liabilities - - 1 083 1 083 - 1 083<br />
Current interest bearing liabilities - - 693 693 - 693<br />
Accounts payable - - 6 235 6 235 - 6 235<br />
Other liabilities - - 4 485 4 485 41 303 45 788<br />
Total 0 0 12 496 12 496 41 303 53 799<br />
Group 2011<br />
Other long-term receivables 595 - - 595 - 595<br />
Accounts receivable 19 574 - - 19 574 - 19 574<br />
Other receivables 16 112 - - 16 112 18 388 34 500<br />
Liquid assets 30 457 - - 30 457 - 30 457<br />
Total 66 738 0 0 66 738 18 388 85 126<br />
Long-term interest bearing liabilities - - 8 377 8 377 - 8 377<br />
Other long-term liabilities - 72 825 - 72 825 - 72 825<br />
Current interest bearing liabilities - - 7 359 7 359 - 7 359<br />
Accounts payable - - 9 062 9 062 - 9 062<br />
Other liabilities - - 8 284 8 284 36 132 44 416<br />
Total 0 72 825 33 082 105 907 36 132 142 039<br />
Parent company 2012<br />
Other receivables 369 - - 369 494 863<br />
Liquid assets 41 252 - - 41 252 - 41 252<br />
Total 41 621 0 0 41 621 494 42 115<br />
Accounts payable - - 320 320 - 320<br />
Other liabilities - - 59 59 3 808 3 867<br />
Total 0 0 379 379 3 808 4 187<br />
Parent company 2011<br />
Accounts receivable - - - 0 - 0<br />
Other receivables 264 - - 264 745 1 009<br />
Liquid assets 17 768 - - 17 768 - 17 768<br />
Total 18 032 0 0 18 032 745 18 777<br />
Long-term interest bearing liabilities - - 6 667 6 667 - 6 667<br />
Other long-term liabilities - 72 825 - 72 825 - 72 825<br />
Current interest bearing liabilities - - 6 667 6 667 - 6 667<br />
Accounts payable - - 560 560 - 560<br />
Other liabilities - - 38 38 4 781 4 819<br />
Total 0 72 825 13 932 86 757 4 781 91 538<br />
57
Part 2 notes<br />
Note 30: Acquisition of companies<br />
ADJUSTMENTS IN 2012 OF PREVIOUS ACQUISITIONS<br />
AUTOMATENGRUPPEN<br />
The terms and conditions required for payment of the conditional proceeds<br />
have not been met. The liability for these proceeds has therefore<br />
been valued to zero. Since the acquisition was implemented after IFRS 3<br />
began to be applied, the revaluation of SEK 73 446 thousand (23 828)<br />
has been reported in the income statement (included in Other operating<br />
income) in the consolidated financial statements.<br />
Note 32: Discontinued operations<br />
MARITIME OPERATIONS<br />
<strong>Cherry</strong> completed on 8 November 2012 the sale of all shares in <strong>Cherry</strong><br />
Maritime Gaming AB, Astral Maritime Services Ltd and <strong>Cherry</strong> Services<br />
Ltd to Bell Casino AB. The discontinued operations have previously comprised<br />
the Maritime segment, which has now been completely discon-<br />
58 | annual report 2012<br />
The goodwill attributable to the Automaten group has undergone an<br />
impairment test, whereby a write-down requirement of SEK 73 447<br />
thousand was identified. See also Note 15.<br />
During the year no payments concerning conditional proceeds have<br />
been made for the Automaten group.<br />
Note 31: Transactions with holdings without controlling influence<br />
TRANSACTIONS 2012<br />
On 23 February 2012 <strong>Cherry</strong> reached an agreement on the acquisition of<br />
additional shares in the partly-owned subsidiary <strong>Cherry</strong> Services Ltd and<br />
in Briseis Development Corporation. <strong>Cherry</strong> previously owned 55 percent<br />
of the shares and votes in the companies and the agreement concerns the<br />
remaining 45 percent. The proceeds amounted to SEK 1 382 thousand<br />
and were paid in cash on entry.<br />
Since <strong>Cherry</strong> already had a controlling influence in the company, the acquisition<br />
was reported as equity transactions in accordance with IAS 27.<br />
<strong>Cherry</strong> Services Ltd and Briseis Development Corporation were included<br />
in the Maritime business operations that were discontinued during the<br />
year.<br />
tinued as a result of the sale. <strong>Cherry</strong> received total proceeds of SEK 36.3<br />
million for shares, dividends from the sold companies and repayment of<br />
group loans that had been issued to the discontinued companies.<br />
Analysis of results from discontinued operations 2012 2011<br />
Earnings 67 733 99 108<br />
Operating expenses -64 874 -96 538<br />
Depreciation -3 637 -6 280<br />
Result from discontinued operations before tax -778 -3 710<br />
Income tax 154 -477<br />
Result from discontinued operations after tax -624 -4 187<br />
Capital loss - -<br />
Profit for the year from discontinued operations -624 -4 187<br />
Cash flow attributable to discontinued operations<br />
Cash flow from operating activities -2 914 3 623<br />
Cash flow from investment operations 24 386 -2 206<br />
Cash flow from financing operations -1 774 324<br />
Total cash flow 19 698 1 741
Note 33: Events after the end of the reporting period<br />
In February 2013 the trademarks and domains related to SverigeAutomaten,<br />
NorgesAutomaten and DanmarksAutomaten were sold to Betsson AB<br />
(plc). The proceeds amounted to SEK 286.0 million, of which SEK 225<br />
million has been regulated through the delivery of a corresponding new<br />
issue of 1 063 895 Betsson B-shares and transfer of <strong>Cherry</strong>Casino.com.<br />
The remaining proceeds, SEK 60 million, will be regulated with liquid<br />
assets after twelve months. In conjunction with the sale, <strong>Cherry</strong> acquires<br />
the gaming site <strong>Cherry</strong>Casino.com for SEK 1.0 million.<br />
<strong>Cherry</strong> sold its shareholding in Betsson in February, which brought in<br />
SEK 228.7 million before deductions for transaction costs.<br />
Slot machine sites generated earnings in 2012 of SEK 168.2 million.<br />
<strong>Cherry</strong>Casino.com generated earnings in 2012 of SEK 1.5 million.<br />
Goodwill arising in conjunction with the acquisition of the Automaten<br />
group and which as of 31 December 2012 amounted to SEK 260.6 million,<br />
was written-down as a result of the sale to zero in the first quarter of 2013.<br />
annual report 2012 |<br />
59
Part 2 signAtures / Auditor’s report<br />
Signatures<br />
The annual report and consolidated financial statements for <strong>Cherry</strong> AB<br />
(plc) in the year 2012 have been approved for publication following a<br />
decision taken by the board on 12 April 2013.<br />
It is proposed that the annual report and consolidated financial statements<br />
be adopted at the annual general meeting on 7 May 2013.<br />
The board of directors and CEO hereby declare that the consolidated<br />
accounts have been prepared in accordance with international financial<br />
reporting standards IFRS, as adopted by the EU, and give a true and<br />
fair view of the group’s financial position and results of operations. The<br />
Stockholm, 12 april 2013.<br />
Rolf Åkerlind<br />
Chairman<br />
Anders Holmgren<br />
Board member<br />
Emil Sunvisson<br />
CEO<br />
Our audit report was submitted on 12 April 2013.<br />
PricewaterhouseCoopers AB<br />
Niklas Renström<br />
Authorised public accountant<br />
60 | annual report 2012<br />
Kjell Berggren<br />
Board member<br />
Martin Wattin<br />
Board member<br />
annual report has been prepared in accordance with generally accepted<br />
accounting principles and gives a true and fair view of the financial position<br />
and results of operations for the parent company.<br />
The administration report for the group and parent company gives<br />
a true and fair view of the development of group and parent company<br />
operations, financial position and results of operations, and describes<br />
essential risks and uncertainty factors that face the parent company and<br />
the companies included in the group.<br />
Morten Klein<br />
Board member<br />
Jörgen Olsson<br />
Employee representative
Auditor’s report<br />
TO THE ANNUAL MEETING OF THE SHAREHOLDERS OF CHERRY AB (PLC)<br />
CORPORATE IDENTITY NUMBER 556210-9909<br />
REPORT ON THE ANNUAL ACCOUNTS<br />
AND CONSOLIDATED ACCOUNTS<br />
We have audited the annual accounts and consolidated accounts of<br />
<strong>Cherry</strong> AB for the year 2012. The annual accounts and consolidated<br />
accounts of the company are included in the printed version of this<br />
document on pages 22–60.<br />
RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE CEO<br />
AND PRESIDENT (“PRESIDENT”) FOR THE ANNUAL ACCOUNTS<br />
AND CONSOLIDATED ACCOUNTS<br />
The Board of Directors and the President are responsible for the preparation<br />
and fair presentation of these annual accounts and consolidated<br />
accounts in accordance with International Financial <strong>Report</strong>ing<br />
Standards, as adopted by the EU, and the <strong>Annual</strong> Accounts Act, and for<br />
such internal control as the Board of Directors and the President determine<br />
is necessary to enable the preparation of annual accounts and consolidated<br />
accounts that are free from material misstatement, whether due<br />
to fraud or error.<br />
AUDITOR’S RESPONSIBILITY<br />
Our responsibility is to express an opinion on these annual accounts and<br />
consolidated accounts based on our audit. We conducted our audit in<br />
accordance with International Standards on Auditing and generally<br />
accepted auditing standards in Sweden. Those standards require that<br />
we comply with ethical requirements and plan and perform the audit to<br />
obtain reasonable assurance about whether the annual accounts and<br />
consolidated accounts are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about<br />
the amounts and disclosures in the annual accounts and consolidated<br />
accounts. The procedures selected depend on the auditor’s judgement,<br />
including the assessment of the risks of material misstatement of the annual<br />
accounts and consolidated accounts, whether due to fraud or error. In<br />
making those risk assessments, the auditor considers internal control<br />
relevant to the company’s preparation and fair presentation of the annual<br />
accounts and consolidated accounts in order to design audit procedures<br />
that are appropriate in the circumstances, but not for the purpose of expressing<br />
an opinion on the effectiveness of the company’s internal control.<br />
An audit also includes evaluating the appropriateness of accounting<br />
policies used and the reasonableness of accounting estimates made by<br />
the Board of Directors and the President, as well as evaluating the overall<br />
presentation of the annual accounts and consolidated accounts.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate<br />
to provide a basis for our audit opinion.<br />
OPINIONS<br />
In our opinion, the annual accounts have been prepared in accordance<br />
with the <strong>Annual</strong> Accounts Act and present fairly, in all material respects,<br />
the financial position of the parent company as of 31 December 2012 and<br />
of its financial performance and its cash flows for the year then ended<br />
in accordance with the <strong>Annual</strong> Accounts Act. The consolidated accounts<br />
have been prepared in accordance with the <strong>Annual</strong> Accounts Act and<br />
present fairly, in all material respects, the financial position of the group<br />
as of 31 December 2012 and of their financial performance and cash<br />
flows for the year then ended in accordance with International Financial<br />
<strong>Report</strong>ing Standards, as adopted by the EU, and the <strong>Annual</strong> Accounts Act.<br />
The statutory administration report is consistent with the other parts of<br />
the annual accounts and consolidated accounts.<br />
We therefore recommend that the annual meeting of shareholders<br />
adopt the income statement and balance sheet for the parent company<br />
and the group.<br />
REPORT ON OTHER LEGAL<br />
AND REGULATORY REQUIREMENTS<br />
In addition to our audit of the annual accounts and consolidated accounts,<br />
we have also audited the proposed appropriations of the company’s profit<br />
or loss and the administration of the Board of Directors and the President<br />
of <strong>Cherry</strong> AB for the year 2012.<br />
RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE PRESIDENT<br />
The Board of Directors is responsible for the proposal for appropriations<br />
of the company’s profit or loss, and the Board of Directors and the President<br />
are responsible for administration under the Companies Act.<br />
AUDITOR’S RESPONSIBILITY<br />
Our responsibility is to express an opinion with reasonable assurance on<br />
the proposed appropriations of the company’s profit or loss and on the<br />
administration based on our audit. We conducted the audit in accordance<br />
with generally accepted auditing standards in Sweden.<br />
As a basis for our opinion on the Board of Directors’ proposed appropriations<br />
of the company’s profit or loss, we examined the Board of Directors’<br />
reasoned statement and a selection of supporting evidence in order to be<br />
able to assess whether the proposal is in accordance with the Companies Act.<br />
As a basis for our opinion concerning discharge from liability, in addition<br />
to our audit of the annual accounts and consolidated accounts, we examined<br />
significant decisions, actions taken and circumstances of the company<br />
in order to determine whether any member of the Board of Directors<br />
or the President is liable to the company. We also examined whether any<br />
member of the Board of Directors or the President has, in any other way,<br />
acted in contravention of the Companies Act, the <strong>Annual</strong> Accounts Act or<br />
the Articles of Association.<br />
We believe that the audit evidence we have obtained is sufficient and<br />
appropriate to provide a basis for our opinions.<br />
OPINIONS<br />
We recommend to the annual meeting of shareholders that the profit be<br />
appropriated in accordance with the proposal in the statutory administration<br />
report and that the members of the Board of Directors and the<br />
President be discharged from liability for the financial year.<br />
Stockholm April 12, 2013<br />
PricewaterhouseCoopers AB<br />
Niklas Renström<br />
Authorized Public Accountant<br />
annual report 2012 |<br />
61
Part 2 definitions<br />
Definitions<br />
EARNINGS Gaming income is reported net after deductions for player winnings, bonuses and<br />
loyalty programmes. <strong>Cherry</strong> reports its share of income from lotteries as income.<br />
RUNNING COSTS IN GAMING OPERATIONS Running costs in gaming operations refer to direct costs such as gaming shares to<br />
venues, gaming taxes and licences, purchasing of materials, and purchased services<br />
directly related to gaming operations.<br />
AVERAGE TOTAL CAPITAL Balance sheet total at the start of the fiscal year plus balance sheet total at the end of<br />
the fiscal year divided by two.<br />
AVERAGE EQUITY Equity at the start of the fiscal year plus equity at the end of the fiscal year, divided by two.<br />
RETURN OF TOTAL CAPITAL Result after financial items plus financial expenses in relation to average total capital.<br />
RETURN ON CAPITAL EMPLOYED Result after financial items plus financial expenses in relation to average capital employed.<br />
RETURN ON EQUITY Profit/loss after tax in relation to average equity.<br />
PROFIT MARGIN Result after financial items in relation of turnover for the period.<br />
OPERATING MARGIN Operating profit in relation to turnover for the period.<br />
OPERATING PROFIT BEFORE DEPRECIATION (EBITDA) Result before tax, financial items, depreciation and write-downs.<br />
OPERATING PROFIT (EBIT) Result before tax and financial items.<br />
EQUITY RATIO Equity at the end of the period in percent of balance sheet total at the end of the period.<br />
ACID-TEST RATIO Current assets excluding inventories in relation to current liabilities, including proposed<br />
but not adopted share dividends.<br />
NUMBER OF EMPLOYEES The number of persons employed when salaries for the last month were paid out.<br />
AVERAGE NUMBER OF EMPOYEES The number of employees converted to full-time employment (annual).<br />
NUMBER OF SHARES The number of shares at the end of respective period.<br />
AVERAGE NUMBER OF OUTSTANDING SHARES The weighted average number of outstanding shares during the period.<br />
EARNINGS PER SHARE Profit after tax in relation to average number of outstanding shares during the period.<br />
EARNINGS PER SHARE AFTER DILUTION Net income divided by the weighted average of the number of outstanding shares during<br />
the year adjusted for the additional number of shares during conversion, including<br />
options with dilution effect. Calculated according to IAS 33 Earnings per share.<br />
CASH FLOW PER SHARE The cash flow in relation to the average number of outstanding shares during the period.<br />
EQUITY PER SHARE Equity in relation to the number of shares at the end of the period.<br />
DIVIDEND PER SHARE Completed/proposed dividend.<br />
SHARE PRICE The last share price paid for the last share transaction of the period.<br />
NUMBER OF (REGISTERED) SHAREHOLDERS The number of Euroclear and nominee registered shareholders according to the<br />
Euroclear list of shareholders/share register.<br />
62 | annual report 2012
www.cherry.se<br />
info@cherry.se<br />
Stockholm (HQ)<br />
<strong>Cherry</strong><br />
Headquarters<br />
<strong>Cherry</strong> AB (Publ)<br />
Blekholmstorget 30<br />
111 64 Stockholm<br />
Tel: +468-514 969 40<br />
Fax: +468-514 969 59<br />
info@cherry.se<br />
CEO Emil Sunvisson<br />
CFO/IR Fredrik Burvall<br />
Malta, Sliema<br />
Online Gaming: EuroLotto.com, EuroSlots.com, <strong>Cherry</strong>Casino.com,<br />
SpilleAutomater.com and <strong>Cherry</strong>Affiliates.com<br />
Companies: EuroSlots Ltd, EuroSlots Gaming Ltd,<br />
<strong>Cherry</strong> Malta Ltd, Play<strong>Cherry</strong> Ltd, Inprom Ltd,<br />
Esprom Ltd.<br />
71 Triq It-Torri, Level 3 & 4<br />
Sliema, SLM1609, Malta<br />
Tel: +356 -2276 6000<br />
Fax: +356 - 2134 0665<br />
CEO Marius Andersen<br />
Malta, Sliema<br />
Online Gaming: Yggdrasil Gaming<br />
Companies: Yggdrasil Gaming Ltd, Yggdrasil Holding Ltd<br />
71 Triq It-Torri, Level 3<br />
Sliema, SLM1609, Malta<br />
Tel: +356 9962 5104<br />
CEO Fredrik Elmqvist<br />
www.yggdrasilgaming.com<br />
<strong>Cherry</strong> Casino<br />
Umeå<br />
Restaurant Casino Northern Sweden<br />
(Söderhamn in the South to Riksgränsen in the North)<br />
<strong>Cherry</strong> Casino AB<br />
Kungsgatan 42<br />
90 325 Umeå<br />
Tel: +4690-12 57 30<br />
Fax: +4690-13 37 13<br />
Business area manager Per-Anders Persson, +46709-27 96 25<br />
Stockholm<br />
Restaurant Casino Middle Sweden<br />
(Stockholm, Mälardalen, Östergötland)<br />
<strong>Cherry</strong> Casino AB<br />
Blekholmstorget 30<br />
111 64 Stockholm<br />
Tel: +468-514 969 40<br />
Fax: +468-514 969 59<br />
Business area manager Per-Anders Persson, +46709-27 96 25<br />
Gothenburg<br />
Restaurangcasino Southern Sweden<br />
(Värmland, Skaraborg, Jönköping, Kronoborg<br />
counties and south)<br />
<strong>Cherry</strong> Casino AB<br />
Fürstenbergsgatan 4<br />
416 64 Göteborg<br />
Tel: +4631-80 15 55<br />
Fax: +4631-80 29 99<br />
Business area manager Ulf Bergström, +46709-27 96 50