Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - MOCON INC | a12-14819_18ka.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 |
| EX-99.1 - EX-99.1 - MOCON INC | a12-14819_1ex99d1.htm |
EXHIBIT 99.2
PBI-Dansensor A/S
Condensed Consolidated Income Statements
Quarters Ended March 31, 2012 and 2011
Unaudited
|
|
|
March 31, |
|
March 31, |
| ||
|
|
|
2012 (1) |
|
2011 (2) |
| ||
|
|
|
|
|
|
| ||
|
Revenue |
|
$ |
4,873,637 |
|
$ |
4,788,163 |
|
|
Production costs |
|
-2,699,082 |
|
-2,395,877 |
| ||
|
Gross profit |
|
2,174,555 |
|
2,392,286 |
| ||
|
|
|
|
|
|
| ||
|
Sales and distribution costs |
|
-884,441 |
|
-828,106 |
| ||
|
Administration costs |
|
-946,505 |
|
-848,026 |
| ||
|
Operating profit |
|
343,609 |
|
716,154 |
| ||
|
|
|
|
|
|
| ||
|
Other operating income |
|
0 |
|
0 |
| ||
|
|
|
|
|
|
| ||
|
Profit before interest and tax |
|
343,609 |
|
716,154 |
| ||
|
|
|
|
|
|
| ||
|
Financial income |
|
5,994 |
|
5,132 |
| ||
|
Financial expenses |
|
-176 |
|
-34,827 |
| ||
|
Profit before tax |
|
349,427 |
|
686,459 |
| ||
|
|
|
|
|
|
| ||
|
Tax on profit for the quarter |
|
-104,899 |
|
-205,938 |
| ||
|
PROFIT FOR THE QUARTER |
|
$ |
244,528 |
|
$ |
480,521 |
|
|
(1) |
Converted from DKK to U.S. dollars at the average exchange rate for the quarter of 0.1763 |
|
|
|
|
(2) |
Converted from DKK to U.S. dollars at the average exchange rate for the quarter of 0.1833 |
PBI-Dansensor A/S
Condensed Consolidated Balance Sheets
March 31, 2012 and December 31, 2011
Unaudited
|
|
|
|
March 31, |
|
December 31, |
| ||
|
|
Notes |
|
2012 (1) |
|
2011 (2) |
| ||
|
|
|
|
|
|
|
| ||
|
ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
|
Development projects |
|
|
$ |
1,915,462 |
|
$ |
2,015,320 |
|
|
Software |
|
|
583,264 |
|
642,450 |
| ||
|
Intangible assets |
|
|
2,498,726 |
|
2,657,770 |
| ||
|
|
|
|
|
|
|
| ||
|
Fixtures and fittings, tools and equipment |
|
|
764,893 |
|
791,361 |
| ||
|
Plant and equipment |
|
|
764,893 |
|
791,361 |
| ||
|
|
|
|
|
|
|
| ||
|
Deposits |
|
|
117,442 |
|
117,062 |
| ||
|
Investments |
|
|
117,442 |
|
117,062 |
| ||
|
|
|
|
|
|
|
| ||
|
TOTAL NON-CURRENT ASSETS |
|
|
3,381,061 |
|
3,566,193 |
| ||
|
|
|
|
|
|
|
| ||
|
Inventories |
|
|
2,045,992 |
|
1,904,703 |
| ||
|
|
|
|
|
|
|
| ||
|
Trade receivables |
|
|
3,348,069 |
|
3,400,239 |
| ||
|
Amounts owed by parent company |
4 |
|
0 |
|
1,312,074 |
| ||
|
Other receivables |
|
|
250,778 |
|
189,530 |
| ||
|
Prepayments |
|
|
193,348 |
|
191,097 |
| ||
|
Receivables |
|
|
3,792,195 |
|
5,092,940 |
| ||
|
|
|
|
|
|
|
| ||
|
Cash at bank and in hand |
|
|
832,669 |
|
1,810,635 |
| ||
|
|
|
|
|
|
|
| ||
|
TOTAL CURRENT ASSETS |
|
|
6,670,856 |
|
8,808,278 |
| ||
|
|
|
|
|
|
|
| ||
|
TOTAL ASSETS |
|
|
$ |
10,051,917 |
|
$ |
12,374,471 |
|
|
|
|
|
March 31, |
|
December 31, |
| ||
|
|
|
|
2012 (1) |
|
2011 (2) |
| ||
|
EQUITY AND LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
|
Share capital |
|
|
$ |
3,586,000 |
|
$ |
3,484,000 |
|
|
Retained earnings |
|
|
2,478,120 |
|
2,233,592 |
| ||
|
Proposed dividends |
|
|
0 |
|
2,613,000 |
| ||
|
EQUITY |
5 |
|
6,064,120 |
|
8,330,592 |
| ||
|
|
|
|
|
|
|
| ||
|
Deferred tax |
|
|
476,579 |
|
463,720 |
| ||
|
Other provisions |
|
|
123,896 |
|
45,640 |
| ||
|
PROVISIONS |
|
|
600,475 |
|
509,360 |
| ||
|
|
|
|
|
|
|
| ||
|
Trade payables |
|
|
744,633 |
|
1,216,440 |
| ||
|
Other liabilities |
|
|
2,056,931 |
|
1,808,196 |
| ||
|
Corporation tax payable |
|
|
585,758 |
|
509,883 |
| ||
|
Short-term liabilities |
|
|
3,387,322 |
|
3,534,519 |
| ||
|
|
|
|
|
|
|
| ||
|
LIABILITIES |
|
|
3,987,797 |
|
4,043,879 |
| ||
|
|
|
|
|
|
|
| ||
|
TOTAL EQUITY AND LIABILITIES |
|
|
$ |
10,051,917 |
|
$ |
12,374,471 |
|
|
(1) |
Converted from DKK to U.S. dollars at the ending exchange rate for the quarter of 0.1793 |
|
|
|
|
(2) |
Converted from DKK to U.S. dollars at the ending exchange rate for the year of 0.1742 |
PBI-Dansensor A/S
Condensed Consolidated Cash Flow Statements
Quarters Ended March 31, 2012 and 2011
Unaudited
|
|
|
|
March 31, |
|
March 31, |
| ||
|
|
Notes |
|
2012 (1) |
|
2011 (2) |
| ||
|
|
|
|
|
|
|
| ||
|
Profit for the year |
|
|
$ |
244,528 |
|
$ |
480,521 |
|
|
Depreciation and amortisation |
|
|
388,389 |
|
230,641 |
| ||
|
Change in working capital: |
|
|
|
|
|
| ||
|
Inventory |
|
|
-84,271 |
|
-362,336 |
| ||
|
Receivables |
|
|
100,844 |
|
-132,914 |
| ||
|
Provisions, trade and other payables |
|
|
-188,369 |
|
513,115 |
| ||
|
|
|
|
-171,796 |
|
17,865 |
| ||
|
Cash flows provided by operating activities |
|
|
461,121 |
|
729,027 |
| ||
|
|
|
|
|
|
|
| ||
|
Acquisition of intangible assets |
|
|
-101,901 |
|
-272,449 |
| ||
|
Acquisition of plant and equipment |
|
|
-4,760 |
|
-146,154 |
| ||
|
Term deposit repaid by Parent Company |
4 |
|
1,312,074 |
|
0 |
| ||
|
|
|
|
|
|
|
| ||
|
Cash flows provided by (used in) investing activities |
|
|
1,205,413 |
|
-418,603 |
| ||
|
|
|
|
|
|
|
| ||
|
Dividends paid |
|
|
-2,644,500 |
|
0 |
| ||
|
Cash flows provided by (used in) financing activities |
|
|
-2,644,500 |
|
0 |
| ||
|
|
|
|
|
|
|
| ||
|
Net cash flows provided by (used in) operating, investing and financing activities |
|
|
-977,966 |
|
310,424 |
| ||
|
Cash and cash equivalents at January 1 |
|
|
1,810,635 |
|
2,845,209 |
| ||
|
|
|
|
|
|
|
| ||
|
Cash and cash equivalents at March 31 |
|
|
$ |
832,669 |
|
$ |
3,155,633 |
|
|
(1) |
Converted from DKK to U.S. dollars at the ending exchange rate for the quarter of 0.1793 |
|
|
|
|
(2) |
Converted from DKK to U.S. dollars at the ending exchange rate for the quarter of 0.1833 |
PBI-DANSENSOR A/S
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED MARCH 31, 2012 AND 2011
UNAUDITED
Note 1 General information
The condensed consolidated financial statements of PBI-Dansensor A/S (“PBI Dansensor”) have been prepared for the purpose of the acquisition of PBI Dansensor. The financial statements aggregate the accounts of all PBI Dansensor companies.
The accompanying unaudited condensed consolidated financial statements for the quarters ended March 31, 2012 and 2011 have been prepared by the PBI Dansensor management in a manner consistent with that used in the preparation of the consolidated financial statements as of December 31, 2011 and 2010 and the years then ended. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2011. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.
These financial statements have been prepared in accordance with recognition and measurement provisions in the Danish Financial Statements Act (Danish GAAP).
Note 2 Group accounting policies
The accounting policies applied in the condensed consolidated financial statements are in line with the accounting policies set out in the 2011 audited consolidated PBI Dansensor financial statements, filed as Exhibit 99.1 to this Form 8-K/A.
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that can affect reported revenues, expenses, assets, liabilities, and contingent liabilities at the date of the financial statements. If the estimates and assumptions made by management to the best of its knowledge at the date of the financial statements differ from the actual facts, the original estimates and assumptions will be adjusted in the reporting period in which the facts have changed.
The condensed consolidated financial statements do not contain any new estimates and assumptions by management compared with the consolidated financial statements as at December 31, 2011.
Note 3 Changes in the scope of consolidation
There were no changes in the scope of consolidation in the reporting period.
Note 4 Amounts owed by parent company
The term deposit that had been made to the parent company at December 31, 2011 has been repaid to the Company with interest as of March 31, 2012.
Note 5 Equity
|
|
|
March 31, |
|
December 31, |
| ||
|
|
|
2012 |
|
2011 |
| ||
|
Share capital at January 1 |
|
$ |
3,484,000 |
|
$ |
3,558,000 |
|
|
Foreign translation adjustments |
|
102,000 |
|
(74,000 |
) | ||
|
Share capital at period end |
|
3,586,000 |
|
3,484,000 |
| ||
|
|
|
|
|
|
| ||
|
Retained earnings at January 1 |
|
2,233,592 |
|
3,448,236 |
| ||
|
Foreign translation adjustments |
|
— |
|
3,040 |
| ||
|
Transferred profit appropriation |
|
244,528 |
|
(1,217,654 |
) | ||
|
Value change of financial hedge instruments, end of period |
|
— |
|
(40 |
) | ||
|
Tax on changes in equity |
|
— |
|
10 |
| ||
|
Retained earnings at period end |
|
2,478,120 |
|
2,233,592 |
| ||
|
|
|
|
|
|
| ||
|
Dividend at January 1 |
|
2,613,000 |
|
— |
| ||
|
Foreign translation adjustments |
|
76,500 |
|
— |
| ||
|
Proposed dividend, cf. profit appropriation |
|
— |
|
2,613,000 |
| ||
|
Dividend paid, profit appropriation |
|
(2,689,500 |
) |
— |
| ||
|
Dividend at period end |
|
— |
|
2,613,000 |
| ||
|
|
|
|
|
|
| ||
|
Equity at period end |
|
$ |
6,064,120 |
|
$ |
8,330,592 |
|
Note 6 Contractual obligations
|
|
|
March 31, |
|
December 31, |
| ||
|
|
|
2012 |
|
2011 |
| ||
|
Lease obligations (operating lease) due within five years |
|
$ |
275,405 |
|
$ |
310,076 |
|
|
|
|
|
|
|
| ||
|
Rental obligations |
|
1,033,664 |
|
1,056,523 |
| ||
|
|
|
$ |
1,309,069 |
|
$ |
1,366,599 |
|
Note 7 Collateral
PBI Dansensor A/S has entered into import banker’s credit with Danske Bank of the amount of $36,000.
Note 8 Reconciliation to United States generally accepted accounting principles (U.S. GAAP)
The unaudited financial statements for the quarters ended March 31, 2012 and 2011 have been prepared in accordance with the provisions of the Danish Financial Statements Act (Danish GAAP), which differs in certain respects from U.S. GAAP.
The following is a summary of material adjustments to net income for the quarters ended March 31, 2012 and 2011 and equity as of March 31, 2012 and December 31, 2011, 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:
|
|
|
March 31, |
|
March 31, |
| ||
|
DKK |
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Net income as reported under Danish GAAP |
|
$ |
244,528 |
|
$ |
480,521 |
|
|
|
|
|
|
|
| ||
|
Development costs incurred in the quarter |
|
(101,901 |
) |
(130,109 |
) | ||
|
|
|
|
|
|
| ||
|
Amortization of development costs in the quarter |
|
257,927 |
|
45,485 |
| ||
|
|
|
|
|
|
| ||
|
Deferred tax adjustments |
|
(39,007 |
) |
21,156 |
| ||
|
Net income as reported under U.S. GAAP |
|
$ |
361,547 |
|
$ |
417,053 |
|
Reconciliation of equity under Danish GAAP to U.S. GAAP:
|
|
|
March 31, |
|
December 31, |
| ||
|
DKK |
|
2012 |
|
2011 |
| ||
|
|
|
|
|
|
| ||
|
Equity as reported under Danish GAAP |
|
$ |
6,064,120 |
|
$ |
8,330,592 |
|
|
|
|
|
|
|
| ||
|
Reversal of capitalized development costs, net of accumulated amortization as of January 1 |
|
(2,015,320 |
) |
(1,479,157 |
) | ||
|
|
|
|
|
|
| ||
|
Development costs incurred in the period |
|
(101,901 |
) |
(1,173,545 |
) | ||
|
|
|
|
|
|
| ||
|
Amortization of development costs in the period |
|
257,927 |
|
579,390 |
| ||
|
|
|
|
|
|
| ||
|
Foreign currency translation adjustment |
|
(56,168 |
) |
57,992 |
| ||
|
|
|
|
|
|
| ||
|
Deferred tax adjustments |
|
478,866 |
|
503,830 |
| ||
|
Equity as reported under U.S. GAAP |
|
$ |
4,627,524 |
|
$ |
6,819,102 |
|
Statement of Cash flows
Under Danish GAAP, cash flows used in investing activities included investments in capitalized development costs. Under U.S. GAAP these costs are included in cash flows provided by operating activities on the consolidated cash flow statement. This amounts to $101,901 for the quarter ended March 31, 2012.
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 U.S. GAAP.
Note 9 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.