Exhibit 99.3

 

 

Exploitatiemaatschappij
De Berghaaf B.V.

 

at Barneveld, The Netherlands

 

Financial statements for the year ended
December 31, 2016 and 2015

 

 

 

Table of contents	Page
Independent auditor’s report	2
Consolidated accounts
Consolidated balance sheet as at 31 December 2016	4
Consolidated profit and loss account for the year 2016	6
Consolidated cash flow statement for the year 2016	7
Accounting policies of the consolidated annual report	8
Notes to the consolidated balance sheet as at 31 December 2016	14
Notes to the consolidated profit and loss account for the year 2016	22

 

 

T: +31 (0)26 352 56 25 E: arnhem@bdo.nl www.bdo.nl

BDO Audit & Assurance B.V. Postbus 1062, 6801 BB Arnhem Meander 725, 6825 ME Arnhem Nederland

 

To the Management Board and Shareholders of Exploitatiemaatschappij De Berghaaf B.V.

 

Ref.: 190723/17-1578/JvD/MS

 

Independent auditor’s report

 

We have audited the accompanying consolidated financial statements 2016 of Exploitatiemaatschappij De Berghaaf B.V. (the “Company”), which comprise the consolidated balance sheets as of December 31, 2016 and December 31, 2015, and the related statements of operations, comprehensive income and cash flows for the years then ended which have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code.

 

Description of responsibilities for the financial statements

 

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to errors or fraud.

 

Our responsibilities for the audit of the financial statements

Our responsibility is to express an opinion based on our audit. We conducted our audit 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 from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to errors or fraud. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Exploitatiemaatschappij De Berghaaf B.V., at December 31, 2016 and December 31, 2015, and the results of its operations and its cash flows for the years then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

 

 

 

 

Emphasis of Matter

 

The Company prepares its financial statements on the basis of accounting principles generally accepted in The Netherlands, which differs from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

 

 

Arnhem, the Netherlands, June 28, 2017

 

For and on behalf of BDO Audit & Assurance B.V.,

 

/s/ drs. J.A.W. Huls RA

drs. J.A.W. Huls RA

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Consolidated balance sheet as at 31 December 2016

 

(after proposal resultappropriation)

 

						31-12-2016								31-12-2015
						€				€				€				€
ASSETS
Fixed assets
Intangible fixed assets			1
Development costs											1,153,362								461,325
Tangible fixed assets			2
Land and buildings							5,036,831								5,200,131
Plant and equipment							1,137,560								1,247,112
Other fixed assets							742,304								840,724
Assets under construction and prepay-ments on tangible fixed assets							129,738								132,202
											7,046,433								7,420,169
Financial fixed assets
Participations in affiliated companies			3				62,420								78,129
Other receivables			4				8,640								13,377
											71,060								91,506
Current assets
Inventories
Stock			5				7,399,315								5,698,492
Prepayments on stock							554,153								158,852
											7,953,468								5,857,344
Receivables
Trade receivables			6				6,814,500								7,057,902
Receivables from associated
companies			7				208,465								-
Taxes and social security premiums			8				683,240								509,876
Other receivables and accrued assets			9				166,167								234,068
											7,872,372								7,801,846
Cash and cash equivalents			10								5,911,982								3,326,682
Total assets											30,008,677								24,958,872

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

   

						31-12-2016								31-12-2015
						€				€				€					€
LIABILITIES
Group equity			11								9,818,364								8,323,712
Cumulative preferent stock			12								9,000,000								9,000,000
Guaranteed equity											18,818,364								17,323,712
Provisions
Deferred tax liabilities			13				513,201								450,652
Warranty provision			14				1,302,532								1,132,179
Provision for major maintenance			15				410,333								360,166
Other provisions			16				127,053								105,098
											2,353,119								2,048,095
Current liabilities
Amounts owed to credit institutions			17				-								300,000
Trade creditors			18				3,617,991								4,039,699
Liabilities to other participations			19				37,867								438,523
Taxes and social security premiums			20				-								175,139
Other liabilities and accrued expenses			21				5,181,336								633,704
											8,837,194								5,587,065
Total equity and liabilities											30,008,677								24,958,872

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Consolidated profit and loss account for the year 2016

 

						2016								2015
						€				€				€				€
Net Turnover			22				51,417,199								45,631,697
Cost of sales			23				-22,399,722								-20,115,349
Gross margin											29,017,477								25,516,348
Wages and salaries			24				10,592,072								8,795,380
Social security charges			25				1,155,976								969,377
Pension expenses			26				848,003								776,196
Depreciation							986,274								776,834
Other operating expenses			27				7,464,930								6,570,553
Total operating expenses											21,047,255								17,888,340
Operating result											7,970,222								7,628,008
Other financial income			28				3,435								8,357
Interest and similar expenses			29				-771,875								-782,566
Financial income and expense											-768,440								-774,209
Consolidated result from operational activities before taxation											7,201,782								6,853,799
Tax on result from ordinary activities			30								-1,211,160								-1,446,012
											5,990,622								5,407,787
Share in result from participations			31								44,608								-53,398
Net consolidated result after taxation											6,035,230								5,354,389

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Consolidated cash flow statement for the year 2016

  

		2016								2015
		€				€				€				€
Cash flow from operating activities
Operating result							7,970,222							7,628,008
Adjustments for
Depreciation							982,631							788,415
Movement provisions							305,024							-162,250
Exchange rate differences							40,578							-49,194
Changes in working capital
Movements inventories and work in progress			-2,096,124								-35,371
Other accounts receivable			-70,526								336,571
Movement payables			-721,409								66,540
Recevables from participants			-								-775,329
							-2,888,059							-407,589
Cash flow from business activities							6,410,396							7,797,390
Interest received			3,435								8,359
Interest paid			-6,875								-
Tax on result from ordinary activities			-1,435,278								-1,446,012
							-1,438,718							-1,437,653
Cash flow from operating activities							4,971,678							6,359,737
Cash flow from investment activities
Investments in intangible assets			-858,533								-517,389
Investments in tangible assets			-450,933								-1,716,871
Disposal of tangible fixed assets			8,534								362,517
Disposal of financial fixed assets			-65,054								-
Share in result from participations			44,608								-
Cash flow from investment activities							-1,321,378							-1,871,743
Cash flow from financing activities
Dividend paid			-765,000								-6,000,000
Repayments to long-term liabilities			-300,000								-300,000
Cash flow from financing activities							-1,065,000							-6,300,000
Movements cash							2,585,300							-1,812,006
Turnover movement cash and cash equivalents
Balance as at beginning of financial year							3,326,682							5,138,688
Movements during financials year							2,585,300							-1,812,006
Balance at financial year end							5,911,982							3,326,682

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Accounting policies of the consolidated annual report

 

Entity information

 

Registered address and registration number trade register

The registered and actual address of Exploitatiemaatschappij De Berghaaf B.V. is Albert Plesmanstraat 42, 3772 MN in Barneveld. Exploitatiemaatschappij De Berghaaf B.V. is registered at the trade register under number 09081758.

 

General notes

 

Description of the most important activities of the entity

The activities of Exploitatiemaatschappij De Berghaaf B.V. and its group companies (‘the Group’) consists mainly of producing high-quality vision solutions that perform under all conditions. From seas to roads, from mines to harbors and from warehouses to construction sites.

 

Consolidation

 

Disclosure of consolidation

The consolidation includes the financial information of Exploitatiemaatschappij De Berghaaf B.V., its group companies and other entities in which it exercises control or whose central management it conducts. Group companies are entities in which Exploitatiemaatschappij De Berghaaf B.V. exercises direct or indirect control based on a shareholding of more than one half of the voting rights, or of which it has the authority to govern otherwise their financial and operating policies. Potential voting rights that can be exercised directly from the balance sheet date are also taken into account.

 

Participating interests in group equity and group result are disclosed separately. Participating interests over which no control can be exercised (associates) are not included in the consolidation.

 

Intercompany transactions, profits and balances among group companies and other consolidated entities are eliminated, unless these results are realised through transactions with third parties. Unrealised losses on intercompany transactions are also eliminated, unless such a loss qualifies as an impairment. The accounting policies of group companies and other consolidated entities have been changed where necessary, in order to align them to the prevailing group accounting policies.

 

The consolidated companies are listed below:

- Exploitatiemaatschappij De Berghaaf B.V. - Barneveld, The Netherlands

- Orlaco Products B.V. - Barneveld, The Netherlands (100%)

- Orlaco Vision B.V. - Barneveld, The Netherlands (100%)

- Orlaco Maritime CCTV B.V. - Barneveld, The Netherlands (100%)

- Orlaco Trucktronic Eyes B.V. - Barneveld, The Netherlands (100%)

- Orlaco Vastgoed B.V. - Barneveld, The Netherlands (100%)

- Orlaco GmbH - Ottobrunn, Germany (100%)

- Orlaco Inc. - Wilmington, Delaware, United States (100%)

 

Description of reason for not consolidating certain legal entities

The company in which Exploitatiemaatschappij De Berghaaf B.V. doesn’t exercises control is listed below:

- Omniradar B.V. - Maarsen, The Netherlands (21%)

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Estimates

 

Disclosure of estimates

In applying the principles and policies compiling the financial statements, the directors of Exploitatiemaatschappij De Berghaaf B.V. make different estimates and judgements that may be essential to the amounts disclosed in the financial statements. The actual results might differ from these estimates.

 

General accounting principles

 

Description of the accounting standards used to prepare the financial statements

The financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board (‘Raad voor de Jaarverslaggeving’).

 

Assets and liabilities are generally valued at historical cost, production cost or at fair value at the time of acquisition. The balance sheet and profit and loss account contain references. These refer to the disclosures in the financial statements.

 

The valuation principles and method of determining the result are the same as those used in the previous year, with the exception of the changes in accounting policies as set out in the relevant sections.

 

Foreign currency translation

 

Foreign currency translation

Items included in the financial statements of group companies are measured using the currency of the primary economic environment in which the respective group company operates (the functional currency). The consolidated financial statements are presented in euros, which is the functional and presentation currency of Exploitatiemaatschappij De Berghaaf B.V.

 

Transactions in foreign currencies are stated in the financial statements at the exchange rate of the functional currency on the transaction date. Monetary assets and liabilities in foreign currencies are converted to the closing rate of the functional currency on the balance sheet date.

 

Accounting policies for the balance sheet

 

Intangible assets

Intangible fixed assets are stated at historical cost less amortisation. Impairments are taken into consideration; this is relevant in the event that the carrying amount of the asset (or of the cash- generating unit to which the asset belongs) is higher than its realisable value.

 

Property, plant and equipment

Land and buildings, plant and equipment, other fixed operating assets, tangible fixed assets in production and prepayments on tangible fixed assets are stated at actual cost, less accumulated depreciation and impairment losses. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each item of the tangible fixed assets and considering a residual value. Land, tangible fixed assets in production and prepayments on tangible fixed assets are not depreciated. Depreciation starts when the asset has been taken into use.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Financial assets

Participations, over which significant influence can be exercised, are valued according to the net asset value method. In the event that 20% or more of the voting rights can be exercised, it may be assumed that there is significant influence.

 

The net asset value is calculated in accordance with the accounting principles that apply for these financial statements; with regard to participations in which insufficient data is available for adopting these principles, the valuation principles of the respective participation are applied.

 

If the valuation of a participation based on the net asset value is negative, it will be stated at nil. If and insofar as Exploitatiemaatschappij De Berghaaf B.V. can be held fully or partially liable for the debts of the participation, or has the firm intention of enabling the participation to settle its debts, a provision is recognised for this.

 

The amount by which the carrying amount of the participation has changed since the previous financial statements as a result of the net result achieved by the participation is recognised in the consolidated profit and loss account.

 

Receivables recognised under financial fixed assets are initially valued at the fair value less transaction costs. These receivables are subsequently valued at amortised cost price, which is, in general, equal to the nominal value. For determining the value, any depreciation is taken into account.

 

Inventories

Inventories (stocks) are valued at cost price based on the FIFO method or lower realisable value.

 

The cost price consists of the historical cost or production cost and costs incurred in order to bring the stocks to their current location and current condition. The production cost includes direct labour and fixed and variable production overheads, taking into account the costs of the operations office, the maintenance department and internal logistics.

 

The realisable value is the estimated sales price less directly attributable sales costs. In determining the realisable value the obsolescence of the inventories is taken into account.

 

Prepayments of inventories

Prepayments on inventories (stocks) are valued at cost price.

 

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost. If payment of the receivable is postponed under an extended payment deadline, fair value is measured on the basis of the discounted value of the expected revenues. Interest gains are recognised using the effective interest method. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.

 

Cash and cash equivalents

Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at banks and in hand is valued at nominal value.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Equity

When Exploitatiemaatschappij De Berghaaf B.V. purchases treasury shares, the consideration paid is deducted from equity (other reserves or any other reserve if the articles of association allow so) until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received is included in equity (other reserves or any other reserve). The consideration received will be added to the reserve from which earlier the purchase price has been deducted.

 

Incremental costs directly attributable to the purchase, sale and/or issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

 

The cumulative preferent stock is separately presented under guaranteed equity in the consolidated financial statements according to it’s hybrid economic charactaristics. The dividend concerning this cumulative preferent stock is recognised as interest expenses in the consolidated profit and loss statement and as dividend in the consolidated cash flow statement.

 

Warranty provision

This provision relates to costs that must be reimbursed for products that have been sold or services that have been performed, if the legal entity has an obligation because the agreed quality standards have not been met as defined in the general terms of the company.

 

Provision for major maintenance

A provision is recognised for expenditures incurred on major maintenance work on buildings in order to spread these costs over a number of financial years. The addition to the provision is determined based on the expected amount of the maintenance work and expected period of executing the major maintenance.

 

Provision for tax liabilities

Deferred tax liabilities are recognised for temporary differences between the value of the assets and liabilities under tax regulations on the one hand and the book values applied in these financial statements on the other. The computation of the deferred tax liabilities is based on the tax rates prevailing at the end of the reporting year or the rates applicable in future years, to the extent that they have already been enacted by law.

 

Deferred income tax is provided on temporary differences arising on investments in group companies, associates and joint ventures, except where the timing of the reversal of the temporary difference is controlled by Exploitatiemaatschappij De Berghaaf B.V. and it is probably that the temporary difference will not reverse in the foreseeable future.

 

Deferred tax balances are valued at nominal value.

 

Provision for pension obligations

The company operates a pension plan for its staff that qualifies as a defined benefit plan, whose defined benefits are based on average earnings. This pension plan is administered by a multi employer long term employee insurance company and is disclosed in the financial statements as a defined contribution plan (as per the simplification allowed by the Guidelines of the Dutch Accounting Standards Board). This means that the contributions payable for the financial year are recognized as expenses.

 

The risks not covered by the insurance policy (in particular wage trend, price indexation, investment returns arising from plan assets) are not reflected in a provision in the balance sheet. According to the statements of de pension fund de coverage ratio of ‘Pensioenfonds Metaal en Techniek’ amounts year-end 2016: 97,2% (2015: 97,3%).

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Other provisions

The provision for jubilee benefits is measured at the present value of expected benefits payable during employment. The calculation of the provision takes the expected future salary increases and the likely stay into account. The discount rate is the market rate of interest of high-quality corporate bonds.

 

Non-current liabilities

On initial recognition long-term debts are recognised at fair value. Transaction costs which can be directly attributed to the acquisition of the long-term debts are included in the initial recognition. After initial recognition long-term debts are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs.

 

The difference between stated book value and the mature redemption value is accounted for as interest cost in the consolidated profit and loss account on the basis of the effective interest rate during the estimated term of the long-term debts.

 

Current liabilities

On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs. This is usually the nominal value.

 

Accounting policies for the income statement

 

Accounting principles for determining the result

The result is the difference between the realisable value of the goods and services provided and the costs and other charges during the year. The results on transactions are recognised in the year in which they are realised.

 

Revenue recognition

Net turnover comprises the income from the supply of goods and services and realised income from construction contracts after deduction of discounts and such like and of taxes levied on the turnover.

 

Sales of goods

Revenues from the goods supplied are recognised when all significant risks and rewards in respect of the goods have been transferred to the buyer.

 

Sales of services

Revenues from the services rendered are recognised in proportion to the services delivered, based on the services rendered up to the balance sheet date in proportion to the total of services to be rendered.

 

Cost of sales

Cost of sales represents the direct and indirect expenses attributable to revenue, purchase expenses related to the goods sold, employee cost, depreciation charges for buildings and equipment, and other operating expenses that are attributable to cost of sales. Goodwill amortisation is also recognised within cost of sales.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Amortisation of intangible assets and depreciation of property, plant and equipment

Intangible fixed assets and tangible fixed assets are depreciated or amortised from the date of initial use over the expected future economic life of the asset, while taking into account any applicable restrictions with respect to buildings, investment property and other tangible fixed assets. Land is not depreciated.

 

Future depreciation and amortisation is adjusted if there is a change in estimated future useful life.

 

Gains and losses from the occasional sale of property, plant or equipment are included in depreciation.

 

Other operating expenses

Costs are determined on a historical basis and are attributed to the reporting year to which they relate.

 

Income tax expense

Tax on the result is calculated based on the result before tax in the consolidated profit and loss account, taking account of the losses available for set-off from previous financial years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.

 

Share in results of participating interests

The result is the amount by which the carrying amount of the participation has changed since the previous financial statements as a result of the earnings achieved by the participation to the extent that this can be attributed to Exploitatiemaatschappij De Berghaaf B.V.

 

Dividends to be received from participations and securities not carried at net asset value are recognised as soon as Exploitatiemaatschappij De Berghaaf B.V. has acquired the right to them.

 

Accounting policies for the cash flow statement

 

Cash flow statement

The cash flow statement has been prepared using the indirect method. The cash items disclosed in the cash flow statement comprise cash at banks and in hand except for deposits with a maturity longer than three months. Cash flows denominated in foreign currencies have been translated at average estimated exchange rates. Exchange differences affecting cash items are shown separately in the cash flow statement. Interest paid and received, dividends received and income taxes are included in cash from operating activities. Dividends paid are recognised as cash used in financing activities. The purchase consideration paid for the acquired group corporation has been recognised as cash used in investing activities where it was settled in cash. Any cash at banks and in hand in the acquired group corporation have been deducted from the purchase consideration. Transactions not resulting in inflow or outflow of cash, including finance leases, are not recognised in the cash flow statement. Payments of finance lease instalments qualify as repayments of borrowings under cash used in financing activities and as interest paid under cash generated from operating activities.

 

The cumulative preferent stock is separately presented under guaranteed equity in the consolidated financial statements according to it’s hybrid economic charactaristics. The dividend concerning this cumulative preferent stock is recognised as interest expenses in the consolidated profit and loss statement and as dividend in the consolidated cash flow statement.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Notes to the consolidated balance sheet as at 31 December 2016

 

Assets

 

Fixed assets

 

1    Intangible fixed assets

 

The changes in intangible fixed assets are presented as follows:

 

		Development
		costs
		€
Balance as at 1 January 2016
Development expenses			517,389
Accumulated amortisation
development expenes			-56,064
Book value as at 1 January 2016			461,325
Movements
Investments in research en
development expenses			858,533
Amortisations			-166,496
Balance movements			692,037
Balance as at
31 December 2016
Development expenses			1,374,772
Accumulated amortisation
development expenes			-221,410
Book value as at
31 December 2016			1,153,362
Depreciation percentages			12.5	%

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

2 Tangible fixed assets

 

Changes in tangible fixed assets are presented as follows:

 

		Land and buildings				Plant and equipment				Other fixed assets				Assets under construction and prepay-ments on  tangible fixed assets				Total
		€				€				€				€				€
Balance as at 1 January 2016
Cost			6,625,929				2,418,647				2,694,484				132,202				11,871,262
Accumulated depreciation of revaluation of land			514,517				-				-				-				514,517
Accumulated depreciation land			-1,940,315				-1,171,535				-1,853,760				-				-4,965,610
Book value as at 1 January 2016			5,200,131				1,247,112				840,724				132,202				7,420,169
Movements
Additions			25,251				255,640				172,506				107,204				560,601
Depreciation			-188,551				-365,192				-262,392				-				-816,135
Disposals			-				-				-23,274				-109,668				-132,942
Reversal of depreciation			-				-				14,740				-				14,740
Balance movements			-163,300				-109,552				-98,420				-2,464				-373,736
Balance as at 31 December 2016
Cost			6,651,214				2,674,287				2,846,582				129,738				12,301,821
Accumulated depreciation of revaluation of land			514,517				-				-				-				514,517
Accumulated depreciation land			-2,128,900				-1,536,727				-2,104,278				-				-5,769,905
Book value as at 31 December 2016			5,036,831				1,137,560				742,304				129,738				7,046,433
Depreciation percentages			0% - 3%				20%				10% - 20%				0%

 

Financial fixed assets
		31-12-2016				31-12-2015
		€				€
3 Participations in affiliated companies
R. Stahl Camera Systems GmbH			-				78,129
Omniradar B.V.			62,420				-
			62,420				78,129

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
R. Stahl Camera Systems GmbH
Book value as at 1 January			78,129				78,129
Disposal of participation			-78,129				-
Book value as at 31 December			-				78,129

 

In accordance with the sale contract dated April 14th, 2016, R. Stahl Camera Systems GmbH was sold to R. Stahl AG.

 

		2016				2015
		€				€
Omniradar B.V.
Balance as at 1 January			-				53,398
Result			62,420				-53,398
Balance as at 31 December			62,420				-

 

Exploitatiemaatschappij De Berghaaf B.V. owns through Orlaco Products B.V. a capital interest amounting 21% in Omniradar B.V. The net asset value as of December 31, 2016 concerns € 297,236 positive (2015: € 552,254 negative) on behalf of 100% capital interest.

 

		31-12-2016				31-12-2015
		€				€
4 Other receivables
Loan personnel			8,640				13,377

 

Other receivables include an arm’s length loan to personnel. The interest loan is subject to an interest rate of 1-month EURIBOR incremented with 1.0%, and has a maturity of 120 monthly terms. Nothing has been agreed in respect of securities.

 

Current assets

 

		31-12-2016				31-12-2015
		€				€
5 Stock
Raw materials and consumables			4,657,066				3,590,145
Finished product			3,211,035				2,481,218
Semi-manufactured goods			201,443				161,742
			8,069,544				6,233,105
Provision obsolete raw materials and consumables			-670,229				-534,613
			7,399,315				5,698,492

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		31-12-2016				31-12-2015
		€				€
6 Trade receivables
Nominal value			6,928,837				7,127,620
Undue payments receivable			-39,337				-25,369
			6,889,500				7,102,251
Provision for doubtful debts			-75,000				-44,349
			6,814,500				7,057,902

 

Exploitatiemaatschappij De Berghaaf B.V. has insured itself against the risk of doubtful debts with 60% - 85% coverage for insurable countries. The maximun coverage amounts forty times the paid insurance premium.

 

		31-12-2016				31-12-2015
		€				€
7 Receivables from associated companies
Current account Haybarn B.V.			186,816				-
Current account H.G. van Beusekom			21,649				-
			208,465				-

 

The interest on these receivables is subject to an interest rate based on ING basic interest incremented with 2.25%. During the year 2016 interest amounts 6.25%. Nothing has been agreed in respect of securities and repayments.

 

		31-12-2016				31-12-2015
		€				€
8 Taxes and social security premiums
Value added tax			610,165				502,510
Company tax			60,692				-
Other taxes			12,383				7,366
			683,240				509,876

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		31-12-2016				31-12-2015
		€				€
9 Other receivables and accrued assets
Prepayments			113,768				186,719
Prepaid marketing expenses			31,295				-
Amounts due from personnel			16,684				35,897
Guarantee deposit			4,420				11,452
			166,167				234,068
10 Cash and cash equivalents
ING Bank N.V., current account			5,896,970				3,309,117
Cash			15,012				17,565
			5,911,982				3,326,682

 

The overdraft facility was converted into an uncommitted overdraft facility from January 1, 2016. On behalf of the overdraft facility amounting upto € 2,000,000 the following guarantees has been provided:

 

- Combined pledge concerning receivables, issued by Exploitatiemaatschappij De Berghaaf B.V.,

Orlaco Products B.V., Orlaco Maritime CCTV B.V., Orlaco Trucktronic Eyes B.V. and Orlaco Vision B.V.

 

- Joint account and liability agreement, issued by Exploitatiemaatschappij De Berghaaf B.V., Orlaco Products B.V., Orlaco Maritime CCTV B.V., Orlaco Trucktronic Eyes B.V., Orlaco Vision B.V. and Orlaco Vastgoed B.V.

 

- Future rights regarding insurance benefits resulting from the insurance policy concerning doubtful debts are pledged by Exploitatiemaatschappij De Berghaaf B.V., Orlaco Products B.V., Orlaco Maritime CCTV B.V., Orlaco Trucktronic Eyes B.V., Orlaco Vision B.V. and Orlaco Vastgoed B.V.

 

- The commercial property located at Albert Plesmanstraat 42, Barneveld, The Netherlands is encumbered with a mortgage amounting € 2,268,901.

 

- A non-withdrawal statement issued by Wide-Angle Management B.V. upto a solvency requirement of 25%.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Liabilities

 

11 Group equity 

The shareholders' equity is explained in the notes to the non-consolidated balance sheet.

 

		31-12-2016				31-12-2015
		€				€
12 Cumulative preferent stock
Capital consisting of 8.5% cumulative preferent shares			9,000,000				9,000,000

 

		2016				2015
		€				€
Total result
Net result after tax			6,800,230				6,119,389
Dividend			-5,265,000				-6,765,000
Currency translation differences			-40,578				-24,597
Total			1,494,652				-670,208

 

Provisions

 

13 Deferred tax liabilities
Balance as at 1 January			450,652				505,785
Correction previous year			-3,354				-
Transfer to acute company tax			65,903				-55,133
Balance as at 31 December			513,201				450,652

 

Deferred tax liabilities are recognised for the taxable temporary differences between the tax base and the accounting base of intangible and tangible fixed assets. Deferred tax liabilities are stated at nominal value, 25%.

 

		2016				2015
		€				€
Warranty provision
Balance as at 1 January			1,132,179				1,258,040
Addition to warranty provision			1,097,984				947,883
			2,230,163				2,205,923
Warranty costs charged to warranty provision			-927,631				-1,073,744
Balance as at 31 December			1,302,532				1,132,179

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
15 Provision for building maintenance
Balance as at 1 January			360,166				348,150
Change			50,167				12,016
Balance as at 31 December			410,333				360,166

16 Provision for jubilee benefits
Balance as at 1 January			105,098				98,370
Change			21,955				6,728
Balance as at 31 December			127,053				105,098

 

Current liabilities

 

		31-12-2016				31-12-2015
		€				€
17 Amounts owed to credit institutions
Repayment obligations			-				300,000
18 Trade creditors
Trade creditors			3,617,991				4,039,699
19 Liabilities to other participations
Current account Wide-Angle Management B.V.			37,867				38,523
R. Stahl Camera Systems GmbH			-				400,000
			37,867				438,523

 

The interest regarding the current account Wide-Angel Management B.V. is subject to an interest rate based on ING basic interest incremented with 2.25%. During the year 2016 interest amounts 6.25%. Nothing has been agreed in respect of securities and repayments.

 

		31-12-2016				31-12-2015
		€				€
20 Taxes and social security premiums
Company tax			-				175,139

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		31-12-2016				31-12-2015
		€				€
21 Other liabilities and accrued expenses
Dividend			4,500,000				-
Holiday allowance			298,444				262,251
Outstanding Holidays			143,918				144,103
Payables to personnel			78,324				61,127
Audit costs			45,000				38,909
Warranty costs			40,157				27,500
Turnover bonus			22,085				65,966
Energy costs			-				29,019
Other amounts payable			53,408				4,829
			5,181,336				633,704

 

Off-balance-sheet commitments, guarantees and security

 

Rental obligations

The annual amount of rent due to third parties for the rental of real estate is $ 24,000.

The agreement will end December 31, 2017.

 

Leasing obligations

The company has contractual leasing obligations of € 274,000 which will fall due as follows (excluding value added tax):

 

<1 year: € 147,000

1>5 years: € 127,000

5< years: € null

 

Fiscal unity

Exploitatiemaatschappij De Berghaaf B.V. forms part of the fiscal unity for income tax with Orlaco Products B.V., Orlaco Vision B.V., Orlaco Maritime CCTV B.V., Orlaco Trucktronic Eyes en Orlaco Vastgoed B.V. and is therefore not separately liable for income tax. The corporate income tax is calculated as if the company was separately liable for income tax and is offset against the current account with Exploitatiemaatschappij De Berghaaf B.V.

 

Exploitatiemaatschappij De Berghaaf B.V.,Orlaco Products B.V., Orlaco Vision B.V., Orlaco Maritime CCTV B.V. and Orlaco Trucktronic Eyes B.V. constitute a fiscal unity for value added tax. Based on the Tax Collection Act the companies are jointly and severally liable for the taxes payable of the group.

 

Purchase obligation

The purchase obligation of the company amounts € 9.8 million at year-end.

 

Unrecognised claim

Orlaco Products B.V., Orlaco GmbH, Stoneridge Inc. and Stoneridge GmbH received a claim due to alleged infringement of a patent protected in Germany. The companies seeked legal advice according to this matter. They - as well as their lawyer - believe that it is highly unlikely that the claim is granted and therefore they did not recognise a provision. The court sessions relating to the case will start during 2017. The costs relating to legal advice will be charged to the income statement.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Notes to the consolidated profit and loss account for the year 2016

 

		2016				2015
		€				€
22 Net Turnover
Heavy equipment			18,165,916				15,584,167
Forklift applications			12,536,199				9,713,537
Onroad trucks			8,298,610				7,233,876
Crane applications			6,647,935				5,637,744
Maritime			2,784,418				3,350,684
Emergency			1,037,088				404,777
Military			1,010,262				943,330
Explosion proof			501,800				806,814
Other			434,971				1,956,768
			51,417,199				45,631,697
Geographic segmentation turnover
Europe			36,549,770				30,191,175
North and south America			12,369,806				13,070,625
Asia			1,993,380				1,844,402
Middle East			312,418				278,162
Other			191,825				247,333
			51,417,199				45,631,697
23 Cost of sales
Purchase value of goods			21,262,084				18,866,358
Warehousing costs			609,040				465,004
Transportation costs			389,367				418,718
Change in provision for obsolete stock			200,665				335,511
Exchange rate differences			-61,434				29,758
			22,399,722				20,115,349
24 Wages and salaries
Wages			6,751,878				5,773,379
Mutation Holiday allowance and outstanding Holidays			-16,410				11,187
Received subsidy WBSO			-331,677				-128,053
Wages abroad			927,771				810,795
			7,331,562				6,467,308
Management fee			993,151				974,577
Temporary workers			2,267,359				1,353,495
			10,592,072				8,795,380

 

Remuneration of directors

 

The board of Exploitatiemaatschappij De Berghaaf B.V. consists of 1 person. In accordance with the exemption within 2:383 paragraph 1 of the Netherlands Civil Code, no disclosure regarding payments to directors has been made.

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

Average number of full time equivalent employees

 

During the financial year, the average number of employees was 150 people (2015: 148).

 

The average number of full time equivalent employees, shown by functions, is:

 

		2016				2015
		€				€
Manufacturing			32				28
Sales			29				31
Research Development			24				25
Quality Assurance			13				14
Production Control			11				12
Logistics			10				10
Product Engineering			7				5
Finance			6				5
Marketing			4				4
Secretariat			3				3
Human Resource Development			2				2
Procurement			5				5
Product Management			4				4
Total			150				148
25 Social security charges
Social security charges			1,050,811				876,390
Mutation social security charges by Holidays			6,033				2,963
Social security charges abroad			99,132				90,024
			1,155,976				969,377
26 Pension expenses
Other pension charges			775,580				720,713
Other pension charges abroad			3,130				10,026
S.F.M. and O.O.M. charges			69,293				45,457
			848,003				776,196
Amortisation of intangible fixed assets
Amortisation costs of development			166,496				56,064

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
Depreciation of tangible fixed assets
Buildings and land			188,551				177,127
Depreciation costs of machinery			365,192				293,986
Other fixed assets			262,392				261,238
			816,135				732,351
Book profit other fixed assets			3,643				-11,581
			819,778				720,770
27 Other operating expenses
Other staff expenses			652,272				503,651
Housing expenses			471,185				337,840
Production and research expenses			1,073,967				1,082,932
Selling expenses			2,605,745				2,533,723
Car expenses			409,190				418,060
Office expenses			1,083,896				1,073,026
General expenses			1,168,675				621,321
			7,464,930				6,570,553
Other staff expenses
Recruitment expenses			130,145				73,619
Commuting expenses			106,694				101,926
Canteen expenses			85,262				79,874
Study and training expenses			74,668				74,792
Working conditions services			49,463				34,637
Hired staff			48,339				32,975
Industrial cloting			39,073				18,027
Payroll expenses			15,370				15,300
Staff association			8,765				8,353
Staff severance charges			6,334				-
Health insurance contribution			2,212				2,211
Other staff expenses			76,254				52,109
Other allowances			9,693				9,828
			652,272				503,651

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
Housing expenses
Rent expenses			93,896				50,106
Cleaning expenses			91,271				89,900
Gas, water and electricity			81,580				79,629
Maintenance buildings			56,922				40,990
Allocation to provision for major maintenance			50,167				12,016
Security expenses			40,556				12,088
Furniture expenses			16,630				11,286
Property tax			16,478				18,302
Other housing expenses			23,685				23,523
			471,185				337,840
Production and research expenses
Redemption intellectual property rights			624,601				-
Consumption small materials			272,071				233,866
Research and development expenses			74,821				730,181
Maintenace expenses			59,532				84,830
Waste disposal expenses			22,419				9,200
Repair expenses			20,523				24,855
			1,073,967				1,082,932
Selling expenses
Addition to warranty provision			1,097,984				947,883
Travelling expenses			545,270				500,892
Exhibition expenses			363,623				206,087
Sponsoring expenses			116,325				136,790
Transport insurance			110,052				118,948
Credit insurance			103,340				122,696
Accounts receivable insurance			68,777				71,031
Doubtful debt expenses			54,990				-87,118
Advertising expenses			49,663				15,832
Business presents			30,141				29,544
Warranty costs			3,664				3,136
Cost reservation claim			-				400,434
Other selling expenses			61,916				67,568
			2,605,745				2,533,723

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
Car expenses
Lease expenses			247,309				256,014
Fuel expenses			92,256				98,701
Insurance expenses			23,393				24,627
Repair and maintenance expenses			20,441				20,627
Other car expenses			38,783				28,957
			422,182				428,926
Personel contribution car expenses			-12,992				-10,866
			409,190				418,060
Office expenses
IT expenses			731,911				692,565
Communication expenses			172,156				197,973
Printing expenses			121,703				101,074
Office supplies			32,665				27,167
Postage expenses			16,789				18,449
Repair and maintenance office furniture			8,672				35,798
			1,083,896				1,073,026
General expenses
Consultancy expenses			821,331				295,579
Insurance premium			136,805				121,974
Audit costs			97,527				81,399
Bank expenses			38,215				37,580
Subscriptions			27,831				17,970
Other general expenses			46,966				66,819
			1,168,675				621,321
Specification audit fees
Audit finacial statement			50,480				53,107
Fiscal advisory			31,418				31,663
Other non-audit assignments			3,874				3,026
Total			85,772				87,796
28 Other financial income
Received bank interest			2,472				8,357
Other interest received			963				-
			3,435				8,357

 

 

Exploitatiemaatschappij De Berghaaf B.V.,

Barneveld

 

		2016				2015
		€				€
29 Interest and similar expenses
Preferent dividend costs			765,000				765,000
Interest tax authorities			6,875				1,290
Other interest expenses			-				16,276
			771,875				782,566
30 Tax on result from ordinary activities
Company tax			-1,291,267				-1,271,467
Foreign company tax			-47,232				-171,529
Company tax prior years			189,888				-
Deferred taxes			-65,903				44,922
Deferred taxes prior years			3,354				-47,938
			-1,211,160				-1,446,012

 

The applicable weighted average tax rate is 16.8% (2015: 21.1%), whereby the weighted average has been calculated based on the results before taxes in the various tax jurisdictions.

 

		2016				2015
		€				€
31 Share in result from participations
Omniradar B.V.			62,420				-53,398
R. Stahl Camera Systems GmbH			-17,812				-
			44,608				-53,398

 

Subsequent events

 

The shares of Exploitatiemaatschappij De Berghaaf B.V. were sold on January 31, 2017. The shares were obtained by Stoneridge B.V., Amsterdam.