Attached files
file | filename |
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8-K/A - 8-K/A - MOCON INC | a12-14819_18ka.htm |
EX-99.2 - EX-99.2 - MOCON INC | a12-14819_1ex99d2.htm |
EX-99.3 - EX-99.3 - MOCON INC | a12-14819_1ex99d3.htm |
EX-23.1 - EX-23.1 - MOCON INC | a12-14819_1ex23d1.htm |
EXHIBIT 99.1
Consolidated Financial Statements
of
PBI-Dansensor A/S
As of December 31, 2011 and 2010
and
for the years then ended
Index to Financial statements
|
Page |
|
|
Statement by the Executive Board and the Board of Directors |
3 |
Independent Auditors Report |
4 |
Accounting Policies |
5 |
Income Statement |
12 |
Balance Sheet |
13 |
Cash Flow Statement |
15 |
Notes |
16 |
Statement by the Executive Board and the Board of Directors
The Executive Board and the Board of Directors have today discussed and approved the consolidated balance sheets of PBI-Dansensor A/S and subsidiaries (the Group) as of December 31, 2011 and 2010, the related consolidated income statements and consolidated cash flow statements for the years then ended.
The consolidated financial statements referred to above have been prepared in accordance with the Danish Financial Statements Act. We consider the accounting policies used to be appropriate.
Accordingly, the consolidated financial statements referred to above present fairly in all material respects, the financial position of the Group as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended in conformity with the Danish Financial Statements Act.
The accounting principles of the Danish Financial Statements Act vary in certain significant respects from US generally accepted accounting principles. Information relating to the effects of such differences is presented in Note 15 to the consolidated financial statements.
Ringsted, June 20, 2012
Executive Board:
|
/s/ Jesper Bilde |
|
|
Jesper Bilde |
|
Board of Directors:
/s/ Robert L. Demorest |
|
/s/ Darrell B. Lee |
|
/s/ Douglas J. Lindemann |
Robert L. Demorest |
|
Darrell B. Lee |
|
Douglas J. Lindemann |
Chairman |
|
|
|
|
/s/ Kenneth Weber |
|
/s/ Rune Mølgaard |
Kenneth Weber (elected by the employees) |
|
Rune Mølgaard (elected by the employees) |
Independent Auditors Report
To the Board of Directors and Shareholders of PBI-Dansensor A/S
We have audited the accompanying consolidated balance sheets of PBI-Dansensor A/S and subsidiaries (the Group) as of December 31, 2011 and 2010 and the related consolidated income statements and consolidated cash flow statements for the years then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the years then ended, in conformity with the Danish Financial Statements Act.
The accounting principles of the Danish Financial Statements Act vary in certain significant respects from US generally accepted accounting principles. Information relating to the nature and effects of such differences is presented in Note 15 to the consolidated financial statements.
/s/ KPMG
Statsautoriseret Revisionspartnerselskab
(Limited Liability Partnership of State Authorised Public Accountants)
Copenhagen, Denmark
June 20, 2012
Accounting Policies
The Consolidated Balance Sheets of the PBI-Dansensor Group as of December 31, 2011 and 2010, and the related consolidated income statements and the consolidated cash flow statements for each of the years in the two year period ended December 31, 2011 have been prepared in accordance with the Danish Financial Statements Act.
The Financial Statements are prepared based on the Danish statutory annual reports for 2011 and 2010 which have been submitted and registered with the Danish Commerce and Companies Agency.
Compared to Danish Statutory annual reports that have been filed with the Danish Commerce and Companies Agency the following changes have been made to the annual reports:
· Management´s Review that is included in the annual reports have not been included as part of these financial statements.
· The parent company financial statements that are included in the annual report have been omitted from the attached financial statements. The footnotes have been updated so that they only reflect information related to the consolidated financial statements.
· Cash flow statements and related notes have been included in the financial statements.
· In the Income Statement development costs have been included in production costs.
· Footnote 15 has been added to the financial statements, this footnote includes a reconciliation of net income for the periods ended December 31, 2011 and 2010 and equity as of December 31, 2011 and 2010 from Danish Financial Statements Act (Danish GAAP) to US GAAP.
Recognition and Measurement
Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities measured at fair value or amortised cost. Equally, costs incurred to generate the years earnings are recognised, including depreciation, amortisation, impairment losses and provisions as well as reversals as a result of changes in accounting estimates of amounts which were previously recognised in the income statement.
Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the Group and the value of the asset can be reliably measured.
Liabilities are recognised in the balance sheet when an outflow of economic benefits is probable and when the value of the liability can be reliably measured.
On initial recognition, assets and liabilities are measured at cost. Subsequently assets and liabilities are measured as described below for each individual item.
In recognising and measuring assets and liabilities, any gains, losses and risks occurring prior to the presentation of the financial statements that evidence conditions existing at the balance sheet date are taken into account.
Consolidated Financial Statements
The consolidated financial statements include PBI-Dansensor A/S and those companies, where PBI-Dansensor A/S holds more than 50% of the voting rights or which it, in some other way, controls.
On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends, and realised and unrealised gains and losses on intra-group transactions are eliminated.
Foreign Currency Translation
On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and at the date of payment are recognised in the income statement as financial income or financial expenses.
Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as financial income or financial expenses.
Foreign subsidiaries are considered separate entities. The income statements are translated at the average exchange rates for the month, and the balance sheet items are translated at the exchange rates at the balance sheet date. Foreign exchange differences arising on translation of the opening equity of foreign subsidiaries at the exchange rates at the balance sheet date and on translation of the income statements from average exchange rates to the exchange rates at the balance sheet date are recognised directly in equity.
Foreign exchange adjustments of intra-group balances with independent foreign subsidiaries which are considered part of the investment in the subsidiary are recognised directly in equity.
Derivative financial instruments
Derivative financial instruments are initially recognised in the balance sheet at cost and are subsequently measured at fair value. Positive and negative fair values of derivative financial instruments are included in other receivables and payables, respectively.
Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a hedge of the fair value of a recognised asset or liability are recognised in the income statement together with changes in the fair value of the hedged asset or liability.
Changes in the fair value of derivative financial instruments designated as and qualifying for recognition as a hedge of future assets or liabilities are recognised in other receivables or other payables and in equity. If the hedged forecast transaction results in income or expenses, amounts previously deferred in equity are transferred to the income statement in the period in which the hedged item affects the profit/loss for the year.
For derivative financial instruments that do not qualify for hedge accounting, changes in fair value are recognised in the income statement on a regular basis.
INCOME STATEMENT
Revenue
Income from the sale of goods for resale and finished goods is recognised in the income statement provided that delivery and transfer of risk to the buyer have taken place and provided that the income can be reliably measured and is expected to be received. Revenue is measured at fair value of the agreed consideration ex. VAT and taxes charged on behalf of third parties. All discounts granted are recognised in revenue.
Income from services comprising service in relation to products sold. Service income is recognised as services are delivered. Service income that is related to service contracts entered into with customers is recognised on a straight-line basis.
Production Costs
Production costs comprise costs, including depreciation and amortisation and salaries, incurred in generating the revenue for the year. Trading enterprises recognise their cost of sales, and production enterprises recognise their production costs incurred in generating the revenue for the year. Such costs include direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases and depreciation.
Production costs also comprise research and development costs that do not qualify for capitalisation and amortisation of capitalised development costs.
Sales and Distribution Costs
Costs incurred in distributing goods sold during the year and in conducting sales campaigns, etc., during the year are recognised as distribution costs. Also, costs relating to sales staff, advertising, exhibitions and depreciation are recognised as distribution costs.
Administration Costs
Administrative expenses comprise expenses incurred during the year for group management and administration, including expenses for administrative staff, office premises and office expenses, depreciation and amortisation.
Other operating income
Other operating income comprises items secondary to the activities of the Group.
Financial Income and Expenses
Financial income and expenses comprise interest income and expense, gains and losses on securities, payables and transactions denominated in foreign currencies, amortisation of financial assets and liabilities as well as surcharges and refunds under the on-account tax scheme, etc.
Tax on Profit for the Year
The parent company is covered by the Danish rules on compulsory joint taxation of the PBI Holding A/S Groups Danish subsidiaries.
Foreign subsidiaries are not part of the joint taxation.
The parent company PBI Holding A/S is the administrative company for the joint taxation and consequently settles all corporation tax payments with the tax authorities.
The current Danish corporation tax is allocated by settlement of joint taxation contribution between the jointly taxed companies in proportion to their taxable income. In this relation, companies with tax loss carry forwards receive joint taxation contribution from companies that have used these losses to reduce their own taxable profits.
Tax for the year comprises current tax, joint taxation contributions for the year and changes in deferred tax for the year - due to changes in the tax rate. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to amounts directly recognised in equity is recognised directly in equity.
BALANCE SHEET
Intangible Assets
Development Projects
Development costs comprise costs, salaries and amortisation directly or indirectly attributable to development activities.
Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or development opportunities are evidenced, and where the Company intends to produce, market or use the project, are recognised as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings can cover production costs, selling costs and administrative expenses and development costs. Other development costs are recognised in the income statement when incurred.
Development costs that are recognised in the balance sheet are measured at cost less accumulated amortisation and impairment losses.
Following the completion of the development work, development costs are amortised on a straight-line basis over the estimated useful life. The amortisation period is usually 3-5 years.
Software
Software is measured at cost price less accumulated amortisation.
Cost comprises the purchase price and any costs directly attributable to the acquisition of software until the date when the asset is available for use.
Amortisation is provided on a straight-line basis over the expected useful life of the software. The expected useful life is 3 years.
Amortisation is recognised in the income statement as administrative costs.
Plant and equipment
Fixtures and fittings, tools and equipment are measured at cost price less accumulated depreciations.
Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is available for use. The cost of self-constructed assets comprises direct and indirect costs of materials, components, subsuppliers, and wages and salaries.
Depreciation is provided on a straight-line basis over the expected useful lives of the assets. The expected useful lives are as follows:
Fixtures and fittings, tools and equipment: 3-5 years.
Depreciation is recognised in the income statement as production costs, distribution costs, and administrative costs, respectively.
Gains and losses on the disposal of plant and equipment are determined as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains or losses are recognised in the income statement as other operating income or other operating costs, respectively.
Leases
Leases for non-current assets that transfer substantially all the risks and rewards incident to ownership to the Company (finance leases) are initially recognised in the balance sheet at cost, corresponding to the lower of fair value and the net present value of future lease payments. In calculating the net present value of the future lease payments, the interest rate implicit in the lease or the incremental borrowing rate is used as the discount factor. Assets held under finance leases are subsequently depreciated as the Companys other non-current assets.
The capitalised residual lease obligation is recognised in the balance sheet as a liability, and the interest element of the lease payment is recognised in the income statement over the term of the lease.
All other leases are operating leases. Payments relating to operating leases and any other leases are recognised in the income statement over the term of the lease. The Companys total obligation relating to operating leases and other leases is disclosed in contractual obligations.
Impairment of non-current assets
The carrying amount of intangible assets and plant and equipment is subject to an annual test for indications of impairment other than the decrease in value reflected by depreciation or amortisation. Impairment tests are conducted of individual assets or groups of assets when there is an indication that they may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
The recoverable amount is the higher of an assets net selling price and its value in use. The value in use is determined as the present value of the expected net cash flows from the use of the asset or the group of assets and expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life.
Inventories
Inventories are measured at cost in accordance with the FIFO method. Where the net realisable value is lower than cost, inventories are written down to this lower value.
Raw materials and consumables are measured at cost, comprising purchase price plus delivery costs.
Finished goods and work in progress are measured at cost, comprising the cost of raw materials, consumables, direct wages and salaries and indirect production overheads.
The net realisable value of inventories is determined taking into account marketability, obsolescence and development in expected selling price.
Receivables
Write-down is made for bad debt losses where there is an objective indication that a receivable has been impaired. If there is an objective indication that an individual receivable has been impaired, a write-down is made based on an individual assessment.
Write-downs are calculated as the difference between the carrying amount of receivables and the present value of the expected cash flows, including the realisable value of any collateral received.
Equity
Proposed dividends are recognised as a liability at the date when they are adopted at the annual general meeting (declaration date). The expected dividend payment for the year is disclosed as a separate item under equity.
Corporation Tax and Deferred Tax
In its capacity as the administrative company, PBI Holding A/S is liable for its subsidiaries corporation taxes towards the tax authorities concurrently with the payment of joint taxation contribution by the subsidiaries.
Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.
Joint taxation contribution payable and receivable is recognised in the balance sheet in Corporation tax receivable or Corporation tax payable.
Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax value of assets and liabilities.
Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on the planned use of the asset or settlement of the liability, respectively.
Deferred tax assets, including the tax value of tax loss carryforwards, are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction.
Adjustment is made to deferred tax resulting from elimination of unrealised intra-group profits and losses.
Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax.
Provisions
Other provisions comprise anticipated costs related to warranties, restructurings, etc. Provisions are recognised when, as a result of past events, the Group has a legal or a constructive obligation and it is probable that there may be an outflow of resources embodying economic benefits to settle the obligation.
Liabilities
Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost, corresponding to the capitalised value using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan.
Other liabilities are measured at net realisable value.
Deferred income
Deferred income comprises payments received concerning income in subsequent years.
Cash Flow Statement
The cash flow statement shows the Groups cash flows from operating, investing and financing activities for the year, the years changes in cash and cash equivalents as well as the Companys cash and cash equivalents at the beginning and end of the year.
Cash flows provided by operating activities
Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non-cash operating items, changes in working capital and corporation tax paid.
Cash flows used in investing activities
Cash flows from investing activities comprise payments in connection with acquisitions and disposals of enterprises and activities and of intangible assets, property, plant and equipment and investments.
Cash flows provided by financing activities
Cash flows from financing activities comprise changes in the size or composition of the Companys share capital and related costs as well as the raising of loans, repayment of interest-bearing debt and payment of dividends to shareholders.
Cash and cash equivalents`
Cash and cash equivalents comprise cash and short-term marketable securities with a term of three months or less which are subject to an insignificant risk of changes in value.
Consolidated Income statement for the year ended December 31
|
|
|
|
Consolidated |
| ||
|
|
|
|
|
| ||
DKK000 |
|
Notes |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
108,453 |
|
107,293 |
|
Production costs |
|
1, 4, 5 |
|
-44,235 |
|
-48,561 |
|
Gross profit |
|
|
|
64,218 |
|
58,732 |
|
|
|
|
|
|
|
|
|
Sales and distribution costs |
|
1, 5 |
|
-30,364 |
|
-29,664 |
|
Administration costs |
|
1, 5 |
|
-22,280 |
|
-20,410 |
|
Operating profit |
|
|
|
11,574 |
|
8,658 |
|
|
|
|
|
|
|
|
|
Other operating income |
|
2 |
|
0 |
|
2,019 |
|
Profit before interest and tax |
|
|
|
11,574 |
|
10,677 |
|
|
|
|
|
|
|
|
|
Financial income |
|
|
|
95 |
|
791 |
|
Financial expenses |
|
|
|
-320 |
|
-290 |
|
Profit before tax |
|
|
|
11,349 |
|
11,178 |
|
|
|
|
|
|
|
|
|
Tax on profit for the year |
|
3 |
|
-2,864 |
|
-2,969 |
|
PROFIT FOR THE YEAR |
|
|
|
8,485 |
|
8,209 |
|
|
|
|
|
|
|
|
|
Proposed profit appropriation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend |
|
|
|
15,000 |
|
0 |
|
Retained earnings |
|
|
|
-6,515 |
|
8,209 |
|
|
|
|
|
8,485 |
|
8,209 |
|
Consolidated Balance Sheet as of December 31
|
|
|
|
Consolidated |
| ||
|
|
|
|
|
|
|
|
DKK000 |
|
Notes |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development projects |
|
|
|
11,569 |
|
8,390 |
|
Software |
|
|
|
3,688 |
|
0 |
|
Intangible assets |
|
4 |
|
15.257 |
|
8,390 |
|
|
|
|
|
|
|
|
|
Fixtures and fittings, tools and equipment |
|
|
|
4,543 |
|
4,666 |
|
Plant and equipment |
|
5 |
|
4.543 |
|
4,666 |
|
|
|
|
|
|
|
|
|
Deposits |
|
6 |
|
672 |
|
716 |
|
Investments |
|
|
|
672 |
|
716 |
|
|
|
|
|
|
|
|
|
TOTAL NON-CURRENT ASSETS |
|
|
|
20,472 |
|
13,772 |
|
|
|
|
|
|
|
|
|
Inventories |
|
7 |
|
10,934 |
|
6,776 |
|
|
|
|
|
|
|
|
|
Trade receivables |
|
|
|
19,519 |
|
18,159 |
|
Amounts owed by parent company |
|
8 |
|
7,532 |
|
0 |
|
Other receivables |
|
|
|
1,088 |
|
2,129 |
|
Prepayments |
|
|
|
1,097 |
|
1,042 |
|
Receivables |
|
|
|
29,236 |
|
21,330 |
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
|
10,394 |
|
16,333 |
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
50,564 |
|
44,439 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
|
71,036 |
|
58,211 |
|
Consolidated Balance Sheet as of December 31
|
|
|
|
Consolidated |
| ||
|
|
|
|
|
|
|
|
DKK000 |
|
Notes |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
20,000 |
|
20,000 |
|
Retained earnings |
|
|
|
12,822 |
|
19,383 |
|
Proposed dividends |
|
|
|
15,000 |
|
0 |
|
EQUITY |
|
9 |
|
47,822 |
|
39,383 |
|
|
|
|
|
|
|
|
|
Deferred tax |
|
3,10 |
|
2,662 |
|
1,809 |
|
Other provisions |
|
11 |
|
262 |
|
532 |
|
PROVISIONS |
|
|
|
2,924 |
|
2.341 |
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
6,983 |
|
4,262 |
|
Other liabilities |
|
|
|
10,380 |
|
10,474 |
|
Corporation tax payable |
|
|
|
2,927 |
|
1,751 |
|
Short-term liabilities |
|
|
|
20,290 |
|
16,487 |
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
20.290 |
|
16,487 |
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
|
71,036 |
|
58,211 |
|
|
|
|
|
|
|
|
|
Contractual obligations |
|
12 |
|
|
|
|
|
Collateral |
|
13 |
|
|
|
|
|
Related parties disclosures and ownership structure |
|
14 |
|
|
|
|
|
Reconciliation to United States generally accepted accounting principles (US GAAP) |
|
15 |
|
|
|
|
|
Consolidated Cash flow statement
|
|
|
|
Consolidated |
| ||
DKK000 |
|
Note 6 Inventory |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
8,485 |
|
8,209 |
|
Depreciation and amortisation |
|
|
|
5,537 |
|
6,248 |
|
Foreign currency translation adjustment |
|
|
|
-46 |
|
118 |
|
Change in work in capital: |
|
|
|
|
|
|
|
Inventory |
|
|
|
-4,158 |
|
2,356 |
|
Receivables |
|
|
|
-375 |
|
-2,157 |
|
Provisions, trade and other payables |
|
|
|
4,387 |
|
2,173 |
|
|
|
|
|
-146 |
|
2,372 |
|
Cash flows provided by operating activities |
|
|
|
13,830 |
|
16,947 |
|
|
|
|
|
|
|
|
|
Acquisition of intangible assets |
|
|
|
-9,967 |
|
-4,418 |
|
Acquisition of plant and equipment |
|
|
|
-2,434 |
|
-1,045 |
|
Disposal of plant and equipment |
|
|
|
120 |
|
645 |
|
Term deposit made to Parent Company |
|
8 |
|
-7,532 |
|
0 |
|
Investments |
|
|
|
0 |
|
-59 |
|
Disposal of investments |
|
|
|
44 |
|
0 |
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
-19,769 |
|
-4,877 |
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) financing activities |
|
|
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in) operating, investing and financing activities |
|
|
|
-5,939 |
|
12,070 |
|
Cash and cash equivalents at January 1 |
|
|
|
16,333 |
|
4,263 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at December 31 |
|
|
|
10,394 |
|
16,333 |
|
Notes
Note 1 Staff costs
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Salaries and wages consist of: |
|
|
|
|
|
Salaries and wages |
|
40,372 |
|
38,006 |
|
Pensions |
|
3,124 |
|
3,314 |
|
Social security |
|
4,398 |
|
4,158 |
|
|
|
47,894 |
|
45,478 |
|
|
|
|
|
|
|
Average number of employees |
|
94 |
|
92 |
|
|
|
|
|
|
|
Remuneration of the executive board and board of directors: 2,363 (2010: 2,116) |
|
|
|
|
|
|
|
|
|
|
|
Staff costs are recognized as follows in the financial statements: |
|
|
|
|
|
|
|
|
|
|
|
Production costs |
|
14,416 |
|
13,515 |
|
Sales and distribution costs |
|
17,473 |
|
17,285 |
|
Administration costs |
|
16,005 |
|
14,678 |
|
|
|
47,894 |
|
45,478 |
|
Notes
Note 2 Other operating income
The operating income in 2010 is relating to the gain of the sale of a permeability product line.
Note 3 Tax on Profit for the Year
|
|
Consolidated |
| ||
|
|
|
|
|
|
DKK000 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Company tax charged consists of the below: |
|
|
|
|
|
Calculated tax on profit for the year |
|
-2,140 |
|
-1,024 |
|
Adjustment deferred tax for the year |
|
-883 |
|
-1,613 |
|
Adjustment previous years |
|
159 |
|
-332 |
|
|
|
|
|
|
|
|
|
-2,864 |
|
-2,969 |
|
|
|
|
|
|
|
Specified as follows: |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit for the year |
|
-2,922 |
|
-2,969 |
|
Tax on changes in equity |
|
58 |
|
0 |
|
|
|
-2,864 |
|
-2,969 |
|
Note 4 Intangible Assets
|
|
Consolidated |
| ||||||
|
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
|
|
|
|
DKK000 |
|
Development |
|
Software |
|
Development |
|
Software |
|
|
|
|
|
|
|
|
|
|
|
Costs at January 1 |
|
14,910 |
|
0 |
|
25,181 |
|
0 |
|
Additions for the year |
|
6,279 |
|
3,688 |
|
4,418 |
|
0 |
|
Disposals for the year |
|
-1,734 |
|
0 |
|
-14,689 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
Costs at December 31 |
|
19,455 |
|
3,688 |
|
14,910 |
|
0 |
|
Notes
Note 4 Intangible assets (continued)
|
|
Consolidated |
| ||||||
|
|
2011 |
|
2010 |
| ||||
DKK000 |
|
Development |
|
Software |
|
Development |
|
Software |
|
Impairment losses and amortisation at January 1 |
|
6,520 |
|
0 |
|
17,536 |
|
0 |
|
Disposals for the year |
|
-1,734 |
|
0 |
|
-14,689 |
|
0 |
|
Amortisation |
|
3,100 |
|
0 |
|
3,673 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
Impairment losses and amortisation at December 31 |
|
7,886 |
|
0 |
|
6,520 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at December 31 |
|
11,569 |
|
3,688 |
|
8,390 |
|
0 |
|
Amortisation and impairment losses are recognised in production costs in the financial statements.
Note 5 Plant and Equipment
|
|
Fixtures and fittings, tools and |
|
Fixtures and fittings, tools and |
|
Costs at January 1 |
|
15,272 |
|
16,521 |
|
Foreign currency translation adjustments, foreign entities |
|
-9 |
|
65 |
|
Additions for the year |
|
2,434 |
|
1,045 |
|
Disposals for the year |
|
-2,206 |
|
-2,359 |
|
|
|
|
|
|
|
Costs at December 31 |
|
15,491 |
|
15,272 |
|
Notes
Note 5 Plant and equipment (continued)
|
|
Consolidated |
| ||
|
|
2011 |
|
2010 |
|
DKK000 |
|
Fixtures and fittings, tools and |
|
Fixtures and fittings, tools and |
|
Depreciations at January 1 |
|
10,606 |
|
9,794 |
|
Foreign currency translation adjustments, foreign entities |
|
-5 |
|
53 |
|
Depreciation, assets sold |
|
-2,090 |
|
-1,816 |
|
Depreciation for the year |
|
2,437 |
|
2,575 |
|
|
|
|
|
|
|
Depreciations at December 31 |
|
10,948 |
|
10,606 |
|
|
|
|
|
|
|
Carrying amount at December 31 |
|
4,543 |
|
4,666 |
|
|
|
|
|
|
|
Depreciation and impairment losses are recognised as follows in the financial statements: |
|
|
|
|
|
|
|
|
|
|
|
Production costs |
|
913 |
|
1,046 |
|
Sales and distribution costs |
|
963 |
|
959 |
|
Administration costs |
|
561 |
|
570 |
|
|
|
|
|
|
|
|
|
2,437 |
|
2,575 |
|
Notes
Note 6 Investments
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
Costs at January 1 |
|
716 |
|
657 |
|
Foreign currency translation adjustments, foreign entities |
|
0 |
|
3 |
|
Additions for the year |
|
0 |
|
56 |
|
Disposals for the year |
|
-44 |
|
0 |
|
|
|
|
|
|
|
Costs at December 31 |
|
672 |
|
716 |
|
|
|
|
|
|
|
Carrying amount at December 31 |
|
672 |
|
716 |
|
Note 7 Inventory
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Inventories consist of the below: |
|
|
|
|
|
Raw materials and consumables |
|
6,470 |
|
4,682 |
|
Finished goods and goods in progress |
|
4,464 |
|
2,094 |
|
|
|
|
|
|
|
|
|
10,934 |
|
6,776 |
|
Note 8 Amounts owed by parent company
Due to that the company has had excess liquidity the company has made a term deposit with the parent company. The term deposit accrues interest equivalent to the interest rates received on term deposits with commercial banks. The term deposit can be repaid with 3 days notice.
Note 9 Equity
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Share capital: |
|
|
|
|
|
Share capital at January 1 |
|
20,000 |
|
20,000 |
|
|
|
|
|
|
|
Share capital at December 31 |
|
20,000 |
|
20,000 |
|
|
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
Retained earnings at January 1 |
|
19,383 |
|
11,127 |
|
Foreign currency translation adjustments subsidiaries |
|
128 |
|
47 |
|
Value change of financial hedge instruments, end of year |
|
-232 |
|
0 |
|
Tax on changes in equity |
|
58 |
|
0 |
|
Transferred, cf. profit appropriation |
|
-6,515 |
|
8,209 |
|
|
|
|
|
|
|
Retained earnings at December 31 |
|
12,822 |
|
19,383 |
|
|
|
|
|
|
|
Proposed dividend, cf. profit appropriation |
|
15,000 |
|
0 |
|
|
|
|
|
|
|
Equity at December 31 |
|
47,822 |
|
39,383 |
|
The share capital of the company, nominal value 20,000, which has remained unchanged this year and the previous five financial years, consists of shares of 100, each, or multiples hereof.
Notes
Note 10 Deferred Tax
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Deferred tax at January 1 |
|
1,809 |
|
-221 |
|
Deferred tax adjustments, previous years |
|
-30 |
|
417 |
|
Adjustments for the year |
|
883 |
|
1,613 |
|
|
|
|
|
|
|
Deferred tax at December 31 |
|
2,662 |
|
1,809 |
|
Deferred tax relates to intangible assets, plant and equipment and current assets.
Note 11 Other provisions
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
Other provisions at January 1 |
|
532 |
|
532 |
|
Utilised during the year |
|
-532 |
|
0 |
|
Provision for the year |
|
262 |
|
0 |
|
|
|
|
|
|
|
Other provisions at December 31 |
|
262 |
|
532 |
|
|
|
|
|
|
|
The provisions are expected to be payable in: |
|
|
|
|
|
0-1 year: |
|
262 |
|
532 |
|
|
|
262 |
|
532 |
|
Note 12 Contractual obligations
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
Lease obligations (operating lease) falls due within 5 years by a total of |
|
1,780 |
|
1,639 |
|
Rental obligations |
|
6,065 |
|
6,669 |
|
|
|
|
|
|
|
|
|
7,845 |
|
8,308 |
|
Notes
Note 13 Collateral
PBI Dansensor A/S has entered into import bankers credit with Danske Bank of the amount 200 (DKK 1,000)
Note 14 Related parties and ownership structure
Related parties of PBI-Dansensor A/S are:
Controlling interest:
PBI Holding A/S, Kærup Allé 3, DK-4100 Ringsted.
Ownership structure:
Below shareholders are registered in the company shareholders book as holding at least 5% of the votes or at least 5% of the share capital:
PBI Holding A/S.
The consolidated financial statements are included in the PBI Holding A/S consolidated financial statements.
Notes
Note 15 Reconciliation to United States generally accepted accounting principles (U.S. GAAP)
The Financial Statements for 2011 and 2010 have been prepared in accordance with the provisions of the Danish Financial Statements Act (Danish GAAP), which differ in certain respects from U.S. GAAP.
The following is a summary of material adjustments to net income for the years ended December 31, 2011 and 2010 and equity as of December 31, 2011 and 2010, necessary to reconcile those to net income and equity determined in accordance with U.S. GAAP.
Reconciliation of net income under Danish GAAP to U.S. GAAP
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
Net income as reported under Danish GAAP |
|
8,485 |
|
8,209 |
|
Development costs incurred in the year |
|
-6,279 |
|
-4,418 |
|
Amortization of development costs for the year |
|
3,100 |
|
3,673 |
|
Deferred tax adjustments |
|
795 |
|
186 |
|
|
|
|
|
|
|
Net income as reported under U.S. GAAP |
|
6,101 |
|
7,650 |
|
Reconciliation of equity under Danish GAAP to U.S. GAAP
|
|
Consolidated |
| ||
DKK000 |
|
2011 |
|
2010 |
|
Equity as reported under Danish GAAP |
|
47,822 |
|
39,383 |
|
Reversal of capitalized development costs, net of accumulated amortization as of January 1. |
|
-8,390 |
|
-7,645 |
|
Development costs incurred in the year |
|
-6,279 |
|
-4,418 |
|
Amortization of development costs for the year |
|
3,100 |
|
3,673 |
|
Deferred tax adjustments |
|
2,892 |
|
2,097 |
|
|
|
|
|
|
|
Equity as reported under U.S. GAAP |
|
39,145 |
|
33,090 |
|
Development costs
According to Danish GAAP development projects that are clearly defined and identifiable, where the technical utilization degree, sufficient resources and a potential future market or development opportunities in the enterprise is evidenced and where the enterprise intends to produce, market or use the project, are recognized as intangible assets provided that the costs can be measured reliably and that there is sufficient assurance that future earnings can cover costs, selling and administrative expenses and development costs. Other development costs are recognized in the income statement when occurred.
Capitalized development costs are measured at the lower of cost less accumulated amortization and recoverable amount.
Following the completion of the development work, development costs are amortized on a straight-line basis. The amortization period is three to five years.
Intangible assets are subject to an annual test for indications of impairment other than the decrease in value reflected by amortisation. Impairment tests are conducted when there is an indication that they may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
Under U.S. GAAP development costs are expensed as incurred.
Classification differences between Danish GAAP and US GAAP
In addition to the differences between Danish and US GAAP related to the recognition and measurement of transactions by the Group, there are also a number of differences in the manner in which items are classified in the consolidated income statement and consolidated balance sheet. These classification differences have no impact on net income or equity.
Statement of Cash flows
Under Danish GAAP, cash flows used in investing activities included investments in capitalised development costs. Under US GAAP these costs are included in cash flows provided by operating activities on the consolidated cash flow statement. This amounts to DKK 6,279,000 (2010: DKK 4,418,000).
Aside from the above, there are no material differences between cash flow reporting reported in the cash flow statement under Danish GAAP and cash flows reported in a statement of cash flows prepared in accordance with US GAAP.
Note 16 Subsequent events
We have evaluated the subsequent events through June 20, 2012, the date at which the financial statements were available, and none, other than the closing of the acquisition of PBI Dansensor by MOCON on April 2, 2012, were identified.