EX-99.1 3 d74280_ex99-1.htm AUDITED FINANCIAL STATEMENTS LISTED IN ITEM 9.01(A) ABOVE

Exhibit 99.1

SONION A/S

Consolidated Financial Statements

December 31, 2007, 2006 and 2005



Table of Contents

 

 

 

Independent Auditor’s Report

 

3

Accounting Policies

 

4

Consolidated Statements of Operation

 

10

Consolidated Balance Sheets

 

11

Consolidated Statements of Cash Flows

 

13

Consolidated Statements of Changes in Shareholders’ Equity

 

15

 

 

 

Notes to the Consolidated Financial Statements

 

 

   1

Critical Accounting Estimates and Judgments

 

17

   2

Net Revenues

 

19

   3

Costs

 

19

   4

Infrequent Items

 

20

   5

Financial Income/Expenses

 

20

   6

Income Tax

 

21

   7

Intangible Assets

 

22

   8

Property, Plant and Equipment

 

24

   9

Deposits

 

25

10

Inventories

 

25

11

Trade Accounts Receivable

 

26

12

Share Capital and Treasury Shares

 

26

13

Deferred Tax

 

27

14

Provisions

 

27

15

Borrowings

 

28

16

Other Payables

 

29

17

Change in Working Capital

 

29

18

Securities and Financial Commitments

 

29

19

Employee Matters

 

30

20

Derivative Financial Instruments, Risk and Capital Management

 

31

21

Related Parties

 

35

22

Share-Based Payment

 

35

23

Events after the Balance Sheet Date

 

36

2



Independent auditors’ report

To the Board of Directors and Stockholders of
Sonion A/S

We have audited the accompanying consolidated balance sheets of Sonion A/S and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 Company’s 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, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Copenhagen, March 28, 2008

Deloitte
Statsautoriseret Revisionsaktieselskab

Kim Mücke
State Authorised Public Accountant

3



Accounting Policies

General Information

Sonion A/S (“Sonion” or “we”) is a global leader in the development, manufacturing and sale of advanced microacoustic and micromechanical components and solutions. We provide solutions for manufacturers of hearing instruments, mobile handsets, headsets, earphones and medical devices.

We have presented our Consolidated Financial Statements in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (the IASB).

The Consolidated Financial Statements are presented in thousands of Danish kroner (DKK). Danish kroner is considered our operations primary functional currency.

The 2007 annual report is the third annual report that is presented in accordance with the International Financial Reporting Standards. IFRS 1 “First-time Adoption of International Financial Reporting Standards” was applied for the transition to IFRS in 2005.

In the current year, we have adopted all of the new and revised Standards and Interpretations issued by the IASB and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to our operations and effective for annual reporting periods beginning on January 1, 2007. These standards and interpretations are: IFRS 7 “Financial Instruments: Disclosures,” revised IAS 1 “IAS 1 (revised 1997) – Presentation of Financial Statements,” revised IAS 32 “Financial Instruments: Presentation,” IFRIC 7 “Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies,” IFRIC 8 “Scope of IFRS 2” and IFRIC 10 “Interim Financial Reporting and Impairment.” The adoption of these new and revised Standards and Interpretations have not resulted in changes to our accounting policies in relation to recognition and measurement. Some of the new standards and interpretations have resulted in certain changes in the information included in the notes.

At the date of authorization of these financial statements, the following standards and interpretations were in issue but not yet effective: revised IFRS 2 “Share-based Payment,” IFRS 8 “Operating Segments,” revised IAS 1 “IAS 1 (revised 1997) – Presentation of Financial Statements,” revised IAS 23 “Borrowing Costs,” revised IAS 27 “IAS 27 (revised 2000) – Consolidated Financial Statements and Accounting for Investment in Subsidiaries,” IFRIC 11 “IFRS 2 - Group and Treasury Share Transactions,” IFRIC 12 “Service Concession Arrangements” and IFRIC 13 “Customer Loyalty Programmes.” We anticipate that the relevant adoption of these Standards and Interpretations will have no material impact on our future financial statements.

Consolidation

The Consolidated Financial Statements are based on our audited financial statements. All intra-group transactions, balances, income and expense are eliminated upon consolidation.

We use the purchase method for accounting for acquisition of companies, after which we recognize goodwill from the acquisition of subsidiaries as the difference between the acquisition price and the fair value of the identifiable net assets.

We have applied the exemption allowed under IFRS 1 to apply IFRS 3, “Business Combinations”, to acquisitions of subsidiaries which occurred after 1 January 2004. For acquisitions which occurred prior to 1 January 2004, we recognized goodwill based on accounting principles generally accepted in Denmark (“Danish GAAP”).

We review goodwill at least once a year for potential impairment. If the carrying amount of goodwill exceeds the recoverable amount, we recognize an impairment loss at the lower recoverable amount.

We did not acquire, divest or wind up any subsidiaries during 2006 and 2007.

4



Foreign Currencies

We translate, at initial recognition, transactions in other currencies than our functional currency at the exchange rates at the date of transaction. We translate receivables and debts in foreign currencies into Danish kroner by using the official exchange rates of the balance sheet date. We recognize realized and unrealized foreign currency translation, exchange gains and losses in the income statement. We include translation differences in the items to which they relate, and therefore translation gains and losses of receivables are included in revenues, and translation gains and losses of payables are included in production cost.

We include translation gains and losses regarding financial assets and liabilities in the income statement under financial income and financial expenses.

Translation of Financial Statements of Foreign Subsidiaries

Upon consolidation of the financial statements of foreign subsidiaries, we translate amounts in our income statement into Danish kroner at average exchange rates for the year, and the balance sheet amounts at the year-end exchange rates.

We recognize the following foreign currency adjustments directly in equity

 

 

 

 

The difference arising from translating the income statements of foreign subsidiaries from average exchange rates and from the rates ruling on the balance sheet date, respectively.

 

 

 

 

Translation of equity of foreign subsidiaries at the beginning of the year to year-end-exchange rates.

 

 

 

 

Debts in foreign currencies obtained to hedge investments in foreign subsidiaries.

Derivatives

When initially recognizing derivatives in the balance sheet, we recognize them at cost corresponding to the fair value of the paid and received payments, respectively. Afterwards, we measure derivative financial instruments at fair value, which we recognize under other receivables or other payables.

The change in the fair value of derivatives are accounted for as follows:

 

 

 

 

fair value hedges that effectively hedge a recognized asset or liability is entered in the income statement together with the change in the value of the hedged asset or liability.

 

 

 

 

cash flow hedges that effectively hedge future transactions is recognized directly in equity. When the hedged transactions are realized, the gains and losses are reclassified from equity to the initial carrying amount of the hedged item.

 

 

 

 

that do not qualify for hedge accounting are recognized as incurred in the income statement as financial items.

Income Statement

Net Revenues

We recognize net revenues when delivery of goods has taken place and risk has been transferred to the customer. We recognize net revenues less allowed discounts and less VAT and taxes, charged on behalf of third party.

Infrequent Items

Infrequent items include one-off cost and income related to activities that are not expected to arise continuously such as costs related to restructuring programs, including impairment losses on non-current assets and provisions for redundancy costs.

Costs arising from our warrant program to the Executive Board and management employees are presented together with infrequent items.

5



Current and Deferred Corporate Income Taxes

The income statement reflects the tax computed on the taxable income for the year and the change in provisions for deferred tax. We also recognize directly in equity the tax effects of the items we recognize directly in equity. We make provisions for deferred tax on all temporary differences between carrying values and tax values of assets and liabilities, apart from deferred tax on temporary differences, arising either from initial recognition of goodwill or from initial recognition of a transaction, which at the time of the transaction will influence neither net income nor the taxable profit. The deferred tax assets related to tax-loss carry-forwards is included in the computation of deferred tax, if it is probable that we can utilize the losses within the foreseeable future.

We calculate deferred tax for our Danish and foreign subsidiaries at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted by the balance sheet date.

We include adjustments in deferred tax as a consequence of change in tax rates in the income statement or directly to equity if the tax relates to items that are charged in the same period or a different period, directly to equity.

We are jointly taxed with fully-owned Danish subsidiaries. We allocate current Danish corporate income tax between the jointly taxed Danish subsidiaries relative to their respective taxable income (full allocation method).

Assets

Goodwill

On initial recognition, we calculate goodwill as the difference between cost of the acquired company and the fair value of the acquired identifiable net assets.

We allocate the amount of goodwill to the lines of business (cash generating units) which it relates to.

Development Projects and Patents

We measure development projects and patents at cost less accumulated amortization and impairment losses. We amortize on a straight-line basis as follows:

 

 

 

Patents

 

5-10 years

Development projects

 

Up to 7 years

Any internally-generated intangible asset arising from the Group’s development of advanced microacoustic and micromechanical components and solutions is recognised only if all of the following conditions are met:

 

 

 

 

an asset is created that can be identified and sold (such as a new product for sale);

 

 

the Group intends to complete the intangible asset and use or sell it;

 

 

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 

 

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;

 

 

it is probable that the asset created will generate future economic benefits; and

 

 

the development cost of the asset can be measured reliably.

Capitalized development projects are measured based upon incurred direct and indirect development expenses. Other development expenses are recognized as expenses in the income statement as incurred.

We amortize the capitalized development projects on a straight-line basis over the expected useful lives of the assets based on an evaluation of the individual product’s life cycle. The amortization periods will not exceed seven years.

6



We review development projects and patents at least once a year with the purpose of identifying any indication of impairment and prepare detailed impairment tests if considered necessary.

Property, Plant and Equipment

We recognize property, plant and equipment at cost less accumulated depreciation and impairment losses. We add permanent improvements of assets to the asset. We recognize expenses related to repair and maintenance in the income statement. Tools and machinery which we manufacture are capitalized at cost, which consists of direct labor and materials plus other expenses that relate directly or indirectly to the particular tools.

Depreciation is calculated based on cost less expected residual value on terminated useful life as follows:

 

 

 

Property

20-50 years

 

Leasehold improvements

Shorter of the life of the lease or asset

 

Technical plant and machinery

5-10 years

 

Other plant

5-10 years

 

Operating equipment and fixtures

3- 5 years

 

We depreciate property, plant and equipment on a straight-line basis over the expected useful lives of the assets until their value equals the expected residual value. For technical plant and machinery, we determine the useful lives based on the expected lives of the product groups for which they have been developed, up to a maximum of ten years.

Impairment Losses

We review the carrying amount of intangible and tangible assets at least once a year with the purpose of identifying any indication of impairment. When the carrying value of an asset exceeds the recoverable amount of that asset, we recognize an impairment loss of the asset and charge that to the income statement.

If the asset does not generate cash flows independent of other assets, we estimate the recoverable amount of the less cash-generating unit in which the asset forms part of.

Usually, the recoverable amount is the value in use if we continued to use the asset. We recognize the value in use as the net present value of an estimated future income using a discount rate which reflects the risk free rate and the specific risks which rest on the asset and the cash-generating unit, respectively. If the net selling price obtainable under standard conditions is higher than the value in use, then we use the net selling price as the recoverable amount.

We reverse impairment losses when we estimate that the computed loss is no longer valid or if the loss has been reduced. We recognise the reversal in the income statement. Impairment losses on goodwill will not be reversed.

Inventories

We measure inventories at the lower of cost and net realizable value.

We measure raw materials, supplies and merchandise at cost price in accordance with the FIFO principle.

The cost of finished goods and work in process includes direct materials and labor, as well as other expenses that we can relate directly or indirectly to the individual products. Indirect production costs include salaries, depreciation, expenses for office and workshop space, and shares of minor purchases and auxiliary tools.

Receivables

Receivables consist of trade receivables and other receivables. We measure receivables less allowances for uncollectibles based on an individual assessment of the accounts estimated to involve a risk of loss.

7



Equity

Treasury Shares

We recognize the acquisition of treasury shares directly in equity. We do the same for proceeds from sale of treasury shares and dividends received.

Dividends

We classify dividends to shareholders as a liability at time of adoption by the General Meeting.

Reserve for Exchange Adjustments

Reserve regarding foreign exchange adjustments includes exchange translation differences arising from translation of financial statements of foreign companies from their reporting currencies into DKK and the gains or losses from hedging of future transactions including related tax impact.

We reclassify foreign currency translation adjustments and the gains or losses from hedging transactions to the income statement when foreign subsidiaries are fully or partly realized and when the hedged transactions are recognized in the income statement.

Financial Liabilities

When we recognize financial liabilities we enter them at the proceeds received less transaction expenses incurred. We enter the transaction expenses in the income statement over the term of the loan.

Incentive Programs

We have applied the requirements of IFRS 2, “Share Based Payments”. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested at 1 January 2004.

We offer warrants to the Executive Board and management employees. The warrants can only be used for subscribing shares in our company, and any value of the arrangement cannot be converted into cash and, therefore, the warrants are accounted for as equity-settled arrangements. The warrants are measured at fair value at the date of grant. Any difference between fair value and payments made by the employees to enter into the warrants scheme is expensed on a straight line basis over the vesting period based on our estimate of the shares that will eventually vest. Fair value is measured using the Black-Scholes pricing model.

Pensions

We have solely entered into defined contribution-based pension agreements for certain employees. We recognize the contributions in the income statement in the period during which the employee has rendered services to our company.

Provisions

Provisions include costs related to restructuring programs, etc. We recognize and measure provisions at the best estimate of the cost necessary to settle the liabilities at the balance sheet date. We measure restructuring costs as a liability, when a detailed formal restructuring plan has been published to the parties affected by the plan no later than at the balance sheet date. The part of the provision that will be settled more than 12 months from the date of establishment of the restructuring plan are discounted using a discount factor reflecting the current market assessment of the time value of money and the risks specific to the provision.

Other Financial Liabilities

Other financial liabilities consist of bank loans, trade payables and other debt. Initially we recognize and measure other liabilities at fair value. Subsequently, these liabilities are measured at amortised cost applying the effective interest method whereby the difference between proceeds and nominal amount is recognised in the income statement as a financial expense over the life of the loans.

8



Leasing

Rentals under operating leases are charged to income on a straight-line basis over the term of the relevant lease, even if payments are not made on such a basis. We disclose lease obligations deriving from operating leases in the notes. We do not have any finance lease commitments.

Borrowing Costs

All borrowing costs are recognized as an expense in the period in which they are incurred.

Cash Flow Statement

We present our cash flow statement according to the indirect method and show our year’s cash flow divided into cash flows from operating, investing and financing activities.

We translate cash flows into other currencies than our functional currency in the cash flow statement by using the average exchange rates of the year.

Cash and cash equivalents consist of cash less bank overdraft, which is an integrated part of our cash management.

 

Companies included in consolidation


Sonion A/S, Roskilde, Denmark

Sonion Roskilde A/S, Roskilde, Denmark

Sonion Nederland B.V., Amsterdam, the Netherlands

Sonion Polska Sp. z o.o., Mierzyn, Poland

Sonion US, Inc., Minnetonka, Minnesota, USA

Sonion Horsens A/S, Horsens, Denmark

Kirk Acoustics China Holding A/S, Roskilde, Denmark

Sonion (Suzhou) Co., Ltd., Suzhou, China

Sonion (Suzhou II) Co., Ltd., Suzhou, China

Sonion MEMS A/S, Roskilde, Denmark

Sonion Vietnam Co., Ltd., Ho Chi Minh City, Vietnam

SonionTech A/S, Roskilde, Denmark

All companies are 100% owned or considered 100% owned by Sonion A/S.

Sonion A/S is a company with limited liability incorporated in Denmark.

9



Consolidated Statements of Operations

Years ended December 31, 2007, 2006 and 2005

DKK in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues (Note 2)

 

 

896,704

 

 

927,510

 

 

877,545

 

Production costs (Note 3)

 

 

628,427

 

 

563,722

 

 

484,307

 

Gross profit

 

 

268,277

 

 

363,788

 

 

393,238

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs

 

 

47,146

 

 

55,438

 

 

59,959

 

Selling and distribution expenses (Note 3)

 

 

42,278

 

 

39,942

 

 

37,824

 

Administrative expenses (Note 3)

 

 

120,858

 

 

114,718

 

 

105,075

 

Infrequent items (Note 4)

 

 

(2,257

)

 

37,111

 

 

35,332

 

Operating profit

 

 

60,252

 

 

116,577

 

 

155,048

 

 

 

 

 

 

 

 

 

 

 

 

Financial income (Note 5)

 

 

4,118

 

 

1,121

 

 

7,074

 

Financial expenses (Note 5)

 

 

(56,029

)

 

(43,596

)

 

(51,562

)

Income before tax

 

 

8,341

 

 

74,102

 

 

110,560

 

 

 

 

 

 

 

 

 

 

 

 

Tax (Note 6)

 

 

12,782

 

 

22,276

 

 

25,225

 

Net (loss)/income

 

 

(4,441

)

 

51,826

 

 

85,335

 

 

 

 

 

 

 

 

 

 

 

 

Proposed appropriation of net (loss)/income

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

(4,441

)

 

51,826

 

 

85,335

 

See accompanying Notes to the Consolidated Financial Statements

10



Consolidated Balance Sheets

December 31, 2007 and 2006

DKK in thousands

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

2007

 

2006

 

Goodwill

 

 

934,399

 

 

934,399

 

Patents

 

 

21,227

 

 

18,136

 

Completed development projects

 

 

80,387

 

 

78,974

 

Development projects in progress

 

 

33,704

 

 

17,346

 

Intangible assets (Note 7)

 

 

1,069,717

 

 

1,048,855

 

 

 

 

 

 

 

 

 

Land and buildings

 

 

51,950

 

 

17,331

 

Leasehold improvements

 

 

14,210

 

 

25,867

 

Technical plant and machinery

 

 

335,416

 

 

349,064

 

Other plant and equipment

 

 

10,763

 

 

13,033

 

Technical plant and machinery in process

 

 

114,177

 

 

104,071

 

Property, plant and equipment (Note 8)

 

 

526,516

 

 

509,366

 

 

 

 

 

 

 

 

 

Deposits (Note 9)

 

 

9,352

 

 

9,113

 

Deferred tax (Note 13)

 

 

16,687

 

 

14,481

 

Non-current assets, total

 

 

1,622,272

 

 

1,581,815

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Inventories (Note 10)

 

 

179,879

 

 

115,227

 

Trade accounts receivable (Note 11)

 

 

200,059

 

 

165,291

 

Corporate income tax receivables

 

 

12,243

 

 

25,552

 

Other receivables

 

 

12,275

 

 

24,351

 

Prepaid expenses

 

 

7,136

 

 

8,368

 

Cash and cash equivalents

 

 

53,261

 

 

65,487

 

Current assets, total

 

 

464,852

 

 

404,276

 

 

 

 

 

 

 

 

 

ASSETS, TOTAL

 

 

2,087,124

 

 

1,986,091

 

See accompanying Notes to the Consolidated Financial Statements

11



Consolidated Balance Sheets (cont’d)

December 31, 2007 and 2006

DKK in thousands

 

 

 

 

 

 

 

 

EQUITY

 

2007

 

2006

 

Share capital

 

 

202,022

 

 

202,022

 

Reserve for foreign exchange adjustments

 

 

1,957

 

 

(2,202

)

Retained earnings

 

 

761,920

 

 

766,429

 

Equity, total

 

 

965,899

 

 

966,249

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Deferred tax (Note 13)

 

 

25,805

 

 

21,456

 

Provisions (Note 14)

 

 

7,142

 

 

31,872

 

Borrowings (Note 15)

 

 

779,170

 

 

743,457

 

Long-term liabilities

 

 

812,117

 

 

796,785

 

 

 

 

 

 

 

 

 

Borrowings (Note 15)

 

 

118,359

 

 

41,308

 

Provisions (Note 14)

 

 

20,549

 

 

17,380

 

Trade accounts payable

 

 

113,267

 

 

95,900

 

Income tax payable

 

 

1,065

 

 

15,302

 

Other payables (Note 16)

 

 

55,868

 

 

53,167

 

Short-term liabilities

 

 

309,108

 

 

223,057

 

Liabilities, total

 

 

1,121,225

 

 

1,019,842

 

EQUITY AND LIABILITIES, TOTAL

 

 

2,087,124

 

 

1,986,091

 

See accompanying Notes to the Consolidated Financial Statements

12



Consolidated Statements of Cash Flows

Years ended December 31, 2007, 2006 and 2005

DKK in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2005

 

Net (loss) income

 

 

(4,441

)

 

51,826

 

 

85,335

 

Income tax expense

 

 

12,782

 

 

22,276

 

 

25,225

 

Finance costs

 

 

51,911

 

 

42,475

 

 

44,488

 

Depreciation and amortization

 

 

113,148

 

 

104,902

 

 

91,596

 

Share based payments

 

 

0

 

 

0

 

 

(2,500

)

Other operating items without cash effect

 

 

970

 

 

4,288

 

 

(2,069

)

Change in working capital (Note 17)

 

 

(87,606

)

 

(26,628

)

 

25,314

 

Interest received

 

 

4,118

 

 

1,121

 

 

7,074

 

Corporate income tax paid during the year

 

 

(11,663

)

 

(26,479

)

 

(36,578

)

Cash flows from operating activities

 

 

79,219

 

 

173,781

 

 

237,885

 

 

 

 

 

 

 

 

 

 

 

 

Investments in intangible fixed assets (Note 7)

 

 

(36,963

)

 

(39,021

)

 

(41,269

)

Proceeds from disposal of intangible fixed assets

 

 

0

 

 

1,244

 

 

0

 

Investments in property, plant and equipment (Note 8)

 

 

(121,056

)

 

(154,030

)

 

(127,311

)

Proceeds from disposal of property, plant and equipment

 

 

10,534

 

 

6,253

 

 

2,683

 

Change in deposits (Note 9)

 

 

(120

)

 

775

 

 

1,853

 

Cash flows from investing activities

 

 

(147,605

)

 

(184,479

)

 

(164,044

)

 

 

 

 

 

 

 

 

 

 

 

Capital increase

 

 

0

 

 

4,058

 

 

60,660

 

Sales (purchase) of treasury shares and warrants (Note 12)

 

 

(68

)

 

1,220

 

 

(61,388

)

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

0

 

 

95,663

 

 

299,280

 

Repayment of borrowings

 

 

(6,245

)

 

0

 

 

(229,588

)

Interest paid

 

 

(56,029

)

 

(43,596

)

 

(51,562

)

Cash flows from financing activities

 

 

(62,342

)

 

57,345

 

 

17,402

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(130,728

)

 

46,647

 

 

91,243

 

See accompanying Notes to the Consolidated Financial Statements

13



Consolidated Statements of Cash Flows (cont’d)

Years ended December 31, 2007, 2006 and 2005

DKK in thousands

 

 

 

 

 

 

 

 

 

 

 

2007

2006

2005

Cash and cash equivalents at January 1

 

 

1,969

 

 

(45,395

)

 

(133,665

)

Foreign currency adjustments

 

 

(748

)

 

717

 

 

(2,973

)

CASH AND CASH EQUIVALENTS AT DECEMBER 31

 

 

(129,507

)

 

1,969

 

 

(45,395

)

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents consists of:

 

 

 

 

 

 

 

 

 

 

Cash

 

 

53,261

 

 

65,487

 

 

35,250

 

Bank overdraft

 

 

(182,768

)

 

(63,518

)

 

(80,645

)

Cash and cash equivalents at December 31

 

 

(129,507

)

 

1,969

 

 

(45,395

)

See accompanying Notes to the Consolidated Financial Statements

14



Consolidated Statements of Changes in Shareholders’ Equity

Years ended December 31, 2007,2006 and 2005

DKK in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share
Capital

 

Retained
Earnings

 

Reserve for
Exchange
Adjustments

 

TOTAL EQUITY

 

 

Balance January 1, 2005

 

 

193,650

 

 

630,334

 

 

(26,383

)

 

797,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments, subsidiaries

 

 

0

 

 

0

 

 

27,985

 

 

27,985

 

Fair value adjustment, derivatives

 

 

0

 

 

0

 

 

(2,329

)

 

(2,329

)

Tax on items recognized directly in equity

 

 

0

 

 

0

 

 

622

 

 

622

 

Net income recognised directly in equity

 

 

0

 

 

0

 

 

26,278

 

 

26,278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

 

0

 

 

85,335

 

 

0

 

 

85,335

 

Total recognised income

 

 

0

 

 

85,335

 

 

26,278

 

 

111,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase, cash

 

 

7,847

 

 

52,813

 

 

0

 

 

60,660

 

Issue of warrants

 

 

0

 

 

954

 

 

0

 

 

954

 

Buy-back of warrants

 

 

0

 

 

(147

)

 

0

 

 

(147

)

Sales of treasury shares

 

 

0

 

 

(62,195

)

 

0

 

 

(62,195

)

Share based payments

 

 

0

 

 

2,500

 

 

0

 

 

2,500

 

Total equity transactions

 

 

7,847

 

 

(6,075

)

 

0

 

 

1,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2005

 

 

201,497

 

 

709,594

 

 

(105

)

 

910,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments, subsidiaries

 

 

0

 

 

0

 

 

(8,714

)

 

(8,714

)

Fair value adjustment, derivatives

 

 

0

 

 

0

 

 

9,913

 

 

9,913

 

Tax on items recognized directly in equity

 

 

0

 

 

0

 

 

(3,040

)

 

(3,040

)

Net income recognised directly in equity

 

 

0

 

 

0

 

 

(1,841

)

 

(1,841

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

 

0

 

 

51,826

 

 

0

 

 

51,826

 

Total recognised income/ (loss)

 

 

0

 

 

51,826

 

 

(1,841

)

 

49,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase, cash

 

 

525

 

 

3,533

 

 

0

 

 

4,058

 

Issue of warrants

 

 

0

 

 

440

 

 

0

 

 

440

 

Buy-back of warrants

 

 

0

 

 

(103

)

 

0

 

 

(103

)

Sales of treasury shares

 

 

0

 

 

1,969

 

 

0

 

 

1,969

 

Purchase of treasury shares

 

 

0

 

 

(830

)

 

(256

)

 

(1086

)

Total equity transactions

 

 

525

 

 

5,009

 

 

(256

)

 

5,278

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2006

 

 

202,022

 

 

766,429

 

 

(2,202

)

 

966,249

 

See accompanying Notes to the Consolidated Financial Statements

15



Consolidated Statements of Changes in Shareholder’s Equity (cont’d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share
Capital

Retained
Earnings

Reserve for
Exchange
Adjustments

TOTAL EQUITY

Balance January 1, 2007

 

 

202,022

 

 

766,429

 

 

(2,202

)

 

966,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments, subsidiaries

 

 

0

 

 

0

 

 

6,442

 

 

6,442

 

Fair value adjustment, derivatives

 

 

0

 

 

0

 

 

(3,263

)

 

(3,263

)

Tax on items recognized directly in equity

 

 

0

 

 

0

 

 

980

 

 

980

 

Net income recognised directly in equity

 

 

0

 

 

0

 

 

4,159

 

 

4,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

0

 

 

(4,441

)

 

0

 

 

(4,441

)

Total recognised (loss)/income

 

 

0

 

 

(4,441

)

 

4,159

 

 

(282

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buy-back of warrants

 

 

0

 

 

(20

)

 

0

 

 

(20

)

Purchase of treasury shares

 

 

0

 

 

(48

)

 

0

 

 

(48

)

Total equity transactions

 

 

0

 

 

(68

)

 

0

 

 

(68

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2007

 

 

202,022

 

 

761,920

 

 

1,957

 

 

965,899

 

See accompanying Notes to the Consolidated Financial Statements

16



Notes to the Consolidated Financial Statements

NOTE 1 - Critical Accounting Estimates and Judgments

In the process of determining the accounting value of certain assets and liabilities some degree of estimation is required to determine how future events would affect the value of these assets and liabilities at December 31, 2007 and 2006.

Estimates that are critical to the financial statements include e.g. determination of depreciation, amortization and impairment losses, value of development projects, share based payments, calculation of inventory write-downs, provisions, contingent liabilities and contingent assets.

The estimates are based on assumptions which management regards as feasible, however, forward looking statements are naturally uncertain and unpredictable. The assumptions can be incomplete or inaccurate and unexpected events or circumstances can arise. Furthermore, we are exposed to risks and uncertainties which could lead to the actual results deviating from these judgments.

In connection with practical implementation of the described applied accounting principles, we have made the following critical accounting judgments:

Intangible Assets

The measurement of intangible assets including goodwill could be significantly affected by the judgments and estimates that were used as the foundation of the calculated values. For a description of the impairment test for intangible assets please see Note 7.

Development Projects

We invest significant resources into the research and development of advanced microacoustic and micromechanical components and solutions. The point at which a projects moves from research stage to development stage is considered to be a critical accounting judgment. The factors which are taken into account are the market potential for each product as well as the technical performance of each project.

We have introduced a formalized process for evaluation of development projects’ ability to generate future earnings. Based on this process and the continuing assessment of the development projects’ technical and market potential (and consequently the projects’ expected economic potential), we estimate which incurred costs for development can be capitalized. In addition, we estimate which ongoing and finished development projects contain sufficient economic potential to continue to be recognized as an asset on the balance sheet.

Inventories

On a regular basis, we perform assessments of inventories to determine if the inventory is saleable and at what price the inventories are expected to be sold. On this basis we assess the need for making write-downs of technically obsolete goods and goods that are expected to be sold at a value that is lower than the carrying value.

Share Based Payments

We have offered warrants to a group of management employees. To participate in the warrant program, the management employees will pay a sum determined by the estimated fair value of the issued warrants. Since the employees have paid a sum equal to fair value at the grant date, we recognize no costs in the income statement regarding this program. All outstanding programs at December 31, 2007 have ceased in February 2008 upon our acquisition by Technitrol Incorporated (“Technitrol”), see Note 23.

17



Notes to the Consolidated Financial Statements (cont’d)

NOTE 1 - Critical Accounting Estimates and Judgments (cont’d)

The calculation of share based payments requires the use of a statistical model to calculate the fair value. The model used to value the warrant programs in both the current and prior years is the Black Scholes Model. The Black Scholes model requires management to estimate certain assumptions. The assumptions which require the most substantial amount of management judgment are the fair value of the underlying stock and the volatility of our stock.

As our shares are not publicly traded, the fair value of the underlying stock has been determined based on historical financial performance as well as forecasted future cash flow information reviewed by our Board of Directors. As a result of the subjective nature of this estimate, this value may be significantly different if calculated using another model. As there is no historical trend on which to base the volatility of our common stock, we have reviewed the historical volatility of similar entities when determining the volatility to be utilized in the calculation.

Provisions

At December 31, 2007 and 2006, provisions contained obligations for restructuring costs related to the transfer of production from Poland and Netherlands to Vietnam. The transfer is completed in stages. We have offered employees various forms of compensation, and the size of the obligations depends on multiple factors such as the actual time of termination of their employment and the performance of the employees in the phase-out period. The recognition of the obligations is based on estimates of the actual time of retirement and performance in the phase-out period. The part of the provision that will be settled more than 12 months from the balance sheet date is discounted using a discount factor of 6% p.a. based on our effective borrowing rate and an assessment of the risks relating to the restructuring provisions.

18



Notes to the Consolidated Financial Statements (cont’d)

NOTE 2 - Net Revenues

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Product sales

 

896,704

 

912,510

 

877,545

 

 

 

 

 

 

 

 

 

Royalty

 

0

 

15,000

 

0

 

 

 

 

 

 

 

 

 

Net revenues

 

896,704

 

927,510

 

877,545

 

 

 

 

 

 

 

 

 

Sales to customers in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Europe

 

321,256

 

328,749

 

282,348

 

 

 

 

 

 

 

 

 

Asia

 

385,797

 

394,675

 

351,225

 

 

 

 

 

 

 

 

 

United States

 

189,651

 

204,086

 

243,972

 

 

 

 

 

 

 

 

 

Net revenues

 

896,704

 

927,510

 

877,545

 

Sales include exchange gains and losses relating to translation of accounts receivable and forward contracts entered to hedge sales in foreign currencies.

NOTE 3 - Costs

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Cost of sales

 

517,526

 

452,873

 

385,527

 

 

 

 

 

 

 

 

 

Write-downs of inventories

 

3,922

 

10,602

 

11,646

 

 

 

 

 

 

 

 

 

Reversed write-downs of inventories

 

0

 

(989

)

(954

)

 

 

 

 

 

 

 

 

Depreciation and amortization

 

106,978

 

101,236

 

88,088

 

 

 

 

 

 

 

 

 

Production costs

 

628,427

 

563,722

 

484,307

 

Production costs include exchange gains and losses relating to translation of accounts payable and forward contracts entered to hedge production costs in foreign currencies.

 

 

 

 

 

 

 

 

Depreciation and amortization are specified as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization, intangible assets

 

18, 434

 

13, 137

 

6, 423

 

 

 

 

 

 

 

 

 

Depreciation, property, plant and equipment

 

94, 714

 

91, 765

 

85, 086

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

113, 148

 

104, 902

 

91, 596

 

 

 

 

 

 

 

 

 

Depreciation and amortization are allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

106, 978

 

101, 236

 

88, 088

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

69

 

68

 

64

 

 

 

 

 

 

 

 

 

Administrative expenses

 

6,101

 

3,598

 

3,444

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

113,148

 

104,902

 

91,596

 

19



Notes to the Consolidated Financial Statements (cont’d)

NOTE 4 - Infrequent Items

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Restructuring costs of the year (1)

 

40,277

 

32,173

 

32,832

 

 

 

 

 

 

 

 

 

Reversal of restructuring provision (See Note 14)

 

(22,108

)

(343

)

0

 

 

 

 

 

 

 

 

 

Gain from transfer of property lease contracts (2)

 

(20,426

)

0

 

0

 

 

 

 

 

 

 

 

 

Start up costs in Vietnam (3)

 

0

 

5,281

 

0

 

 

 

 

 

 

 

 

 

Share based payments (4)

 

0

 

0

 

2,500

 

 

 

 

 

 

 

 

 

Infrequent items

 

(2,257

)

37,111

 

35,332

 

(1) Severance pay, stay-on bonus, rent for vacant buildings and other costs in connection with the transfer of production from Poland to Vietnam (included within provisions), which started in 2006 and which has continued during 2007 and from Netherlands to Vietnam and Demark to Poland, which started in 2005 which has continued during 2006. Installation of machines, travel, and shipping have been included above at the point when incurred.

(2) Gain from the release of the restructuring lease obligation which was transferred to a third party in 2007. The gain represents the reversal of the outstanding restructuring costs less costs related to the transfer including write-off of leasehold improvements.

(3) Start-up costs in Vietnam include cost for hiring people, training of staff, test runs in production, and start-up of administration.

(4) Amount covers the estimated fair value of the additional payment to the employees who sold our company shares back to us in 2005 and who are eligible to receive an additional payment if our company was sold or listed before 31 December 2007. If applicable, the payment would be made in the form of our company’s shares, whereby a corresponding amount was recorded directly in equity.

 

 

 

 

 

 

 

 

Infrequent items are allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

(2,257

)

37,111

 

32,832

 

 

 

 

 

 

 

 

 

Administrative expenses

 

0

 

0

 

2,500

 

 

 

 

 

 

 

 

 

 

 

(2,257

)

37,111

 

35,332

 

 

 

 

 

 

 

 

 

NOTE 5 - Financial Income/Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Interest income from cash at bank

 

2,114

 

581

 

349

 

 

 

 

 

 

 

 

 

Other financial income

 

2,004

 

540

 

6,725

 

 

 

 

 

 

 

 

 

Financial income

 

4,118

 

1,121

 

7,074

 

 

 

 

 

 

 

 

 

Interest expense on bank loans

 

44,021

 

36,889

 

36,185

 

 

 

 

 

 

 

 

 

Loss on derivative financial instruments

 

0

 

0

 

14,748

 

 

 

 

 

 

 

 

 

Other financial expenses

 

12,008

 

6,707

 

629

 

 

 

 

 

 

 

 

 

Financial expenses

 

56,029

 

43,596

 

51,562

 

20



Notes to the Consolidated Financial Statements (cont’d)

NOTE 6 - Income Tax

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Current tax

 

8,576

 

26,767

 

19,927

 

 

 

 

 

 

 

 

 

Change of deferred tax

 

3,123

 

(4,013

)

6,490

 

 

 

 

 

 

 

 

 

Adjustments in the current year relating to current tax on prior years

 

1,083

 

(478

)

(1,192

)

 

 

 

 

 

 

 

 

Tax on income (loss) of the year

 

12,782

 

22,276

 

25,225

 

Change to previous years’ tax primarily concerns amendments in previous years’ tax returns filed in Poland.

 

 

 

 

 

 

 

 

Tax reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before tax

 

8,342

 

74,102

 

110,559

 

 

 

 

 

 

 

 

 

25% (2006 and 2005: 28%) of this:

 

2,085

 

20,749

 

30,957

 

 

 

 

 

 

 

 

 

Adjustment of previous years’ tax

 

1,083

 

(478

)

(912

)

 

 

 

 

 

 

 

 

Effect on deferred tax of change in tax rate from 28% to 25%

 

(2,109

)

0

 

0

 

 

 

 

 

 

 

 

 

Tax effect from different tax rates in foreign subsidiaries

 

11,530

 

(257

)

(4,271

)

 

 

 

 

 

 

 

 

Permanent differences

 

192

 

2,263

 

(549

)

 

 

 

 

 

 

 

 

 

 

12,782

 

22,276

 

25,225

 

 

 

 

 

 

 

 

 

Effective tax percentage

 

153

%

30

%

23

%

Tax effect from different tax rates in foreign subsidiaries in 2007 is primarily due to tax holidays in Vietnam and China. In 2007, losses have been incurred at these subsidiaries and, due to the tax holiday system, no deferred tax assets have been recognized on such losses.

21



Notes to the Consolidated Financial Statements (cont’d)

NOTE 7 - Intangible Assets

 

 

 

 

 

 

 

 

 

 

 

 

(DKK’000)

 

Goodwill

 

Patents

 

Completed
Development
Projects

 

Development
Projects in
Progress

 

Intangible
Assets
TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost at Jan. 1, 2006

 

934,399

 

34,011

 

17,494

 

66,086

 

1,051,990

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments

 

0

 

(3

)

(23

)

0

 

(26

)

 

 

 

 

 

 

 

 

 

 

 

 

Transfers

 

0

 

2,918

 

82,345

 

(85,263

)

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

0

 

2,131

 

0

 

36,523

 

38,654

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

0

 

(1,244

)

0

 

0

 

(1,244

)

 

 

 

 

 

 

 

 

 

 

 

 

Cost at Dec. 31, 2006

 

934,399

 

37,813

 

99,816

 

17,346

 

1,089,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization at Jan. 1, 2006

 

0

 

17,694

 

9,689

 

0

 

27,383

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments

 

0

 

(1

)

0

 

0

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

0

 

1,984

 

11,153

 

0

 

13,137

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization at Dec. 31, 2006

 

0

 

19,677

 

20,842

 

0

 

40,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value at Dec. 31, 2006

 

934,399

 

18,136

 

78,974

 

17,346

 

1,048,855

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost at Jan. 1, 2007

 

934,399

 

37,813

 

99,816

 

17,346

 

1,089,374

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments

 

0

 

1

 

0

 

0

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfers

 

0

 

0

 

8,041

 

(8,041

)

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

0

 

4,026

 

9,878

 

24,402

 

38,306

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

0

 

(672

)

0

 

0

 

(672

)

 

 

 

 

 

 

 

 

 

 

 

 

Cost at Dec. 31, 2007

 

934,399

 

41,168

 

117,734

 

33,707

 

1,127,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization at Jan. 1, 2007

 

0

 

19,677

 

20,842

 

0

 

40,519

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency adjustments

 

0

 

(310

)

(678

)

0

 

(988

)

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

0

 

1,247

 

17,183

 

3

 

18,434

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

0

 

(672

)

0

 

0

 

(672

)

 

 

 

 

 

 

 

 

 

 

 

 

Amortization at Dec. 31, 2007

 

0

 

19,942

 

37,347

 

3

 

57,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value at Dec. 31, 2007

 

934,399

 

21,227

 

80,387

 

33,704

 

1,069,717

 

22



Notes to the Consolidated Financial Statements (cont’d)

NOTE 7 - Intangible Assets (cont’d)

Goodwill

Goodwill was recognised in connection with the establishment of the Sonion Group in 2000 following the acquisition of Microtronic A/S and Kirk Acoustics A/S. Originally the activities within Microtronic A/S and Kirk Acoustics A/S were treated as separate cash generating units. However, as a result of reorganisations including new and close cooperation within production, development and sales, the original cash generating units were, in effect from 2004, no longer considered applicable and from 2004 the Group has been seen as one cash generating unit and the annual impairment testing has since then solely been performed for the Group as a whole.

The recoverable amount is determined based on the value in the use of our company. The critical uncertainties related to the calculation of value in use are discount rates, growth rates and the expectations for development in sales prices and production costs in the budget and terminal periods. The value in use is calculated based on the cash flows, presented in the latest budgets and forecast approved by Management for the coming three years. As for the years succeeding the budget and forecast period, the cash flows have been extrapolated using a growth factor in the terminal period of 1.0% taking into account an expected inflation rate of 2.5%. The used growth rate does not exceed the average long term growth rate for the markets we operate in. The used discount rate is set at 9% pre-tax. The discount rate reflects the risk free rate and the specific risks attached to our company. The cash flow and the discount rate are both determined on a pre-tax basis. The determined growth rate is based on an industry estimate. Based on the impairment test performed the calculated value in use exceeds the carrying amount and hence no impairment loss has been recognized in 2007 or 2006.

Other Intangible Assets

Apart from goodwill, all intangible assets are regarded as having definite useful lives over which the assets are amortized, as described in our accounting policies.

23



Notes to the Consolidated Financial Statements (cont’d)

NOTE 8 - Property, Plant and Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(DKK’000)

 

Land and
Buildings

 

Leasehold
Improvements

 

Technical
Plant and
Machinery

 

Other Plant
and
Equipment

 

Technical
Plant and
Machinery
in process

 

Property
Plant and
Equipment
TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost at Jan. 1, 2006

 

24,516

 

40,706

 

748,895

 

52,790

 

79,554

 

946,461

 

Foreign currency adjustment

 

(1,746

)

17

 

(14,359

)

(625

)

(187

)

(16,900

)

Additions

 

0

 

4,325

 

9,525

 

2,624

 

137,912

 

154,386

 

Transfers

 

253

 

0

 

109,007

 

3,251

 

(112,511

)

0

 

Disposals

 

0

 

0

 

(7,996

)

(530

)

(696

)

(9,222

)

Cost at Dec. 31, 2006

 

23,024

 

45,048

 

845,072

 

57,510

 

104,071

 

1,074,725

 

 

Depreciation at Jan. 1, 2006

 

3,603

 

15,538

 

424,762

 

39,098

 

0

 

483,001

 

Foreign currency     adjustments

 

(268

)

(29

)

(5,705

)

(460

)

0

 

(6,462

)

Additions

 

2,358

 

3,672

 

79,438

 

6,296

 

0

 

91,765

 

Disposals

 

0

 

0

 

(2,487

)

(457

)

0

 

(2,944

)

Depreciation at Dec. 31, 2006

 

5,693

 

19,181

 

496,008

 

44,477

 

0

 

565,359

 

 

Carrying value at Dec. 31, 2006

 

17,331

 

25,867

 

349,064

 

13,033

 

104,071

 

509,366

 

 

Cost at Jan. 1, 2007

 

23,024

 

45,048

 

845,072

 

57,510

 

104,071

 

1,074,725

 

Foreign currency adjustment

 

(865

)

0

 

11,441

 

(312

)

(5,687

)

4,577

 

Additions

 

645

 

76

 

6,957

 

2,046

 

111,955

 

121,680

 

Transfers

 

37,547

 

2,290

 

54,458

 

1,617

 

(95,912

)

0

 

Disposals

 

0

 

(14,683

)

(12,094

)

(6,610

)

(251

)

(33,638

)

Cost at Dec. 31, 2007

 

60,351

 

32,731

 

905,834

 

54,251

 

114,177

 

1,167,344

 

 

Depreciation at Jan. 1, 2007

 

5,693

 

19,181

 

496,008

 

44,477

 

0

 

565,359

 

Foreign currency adjustments

 

0

 

0

 

3,682

 

282

 

0

 

3,964

 

Additions

 

2,709

 

4,331

 

82,336

 

5,339

 

0

 

94,714

 

Disposals

 

0

 

(4,990

)

(11,609

)

(6,610

)

0

 

(23,209

)

Depreciation at Dec. 31, 2007

 

8,402

 

18,522

 

570,417

 

43,488

 

0

 

640,828

 

 

Carrying value at Dec. 31, 2007

 

51,950

 

14,210

 

335,416

 

10,763

 

114,177

 

526,516

 

24



Notes to the Consolidated Financial Statements (cont’d)

NOTE 9 - Deposits

 

 

 

 

 

(DKK’000)

 

Deposits

 

Cost at January 1, 2006

 

 

8,171

 

 

 

 

 

 

Additions

 

 

250

 

 

 

 

 

 

Disposals

 

 

(1,025

)

 

 

 

 

 

Cost at December 31, 2006

 

 

7,396

 

 

 

 

 

 

Value adjustment at January. 1, 2006

 

 

1,598

 

 

 

 

 

 

Foreign currency adjustments

 

 

119

 

 

 

 

 

 

Value adjustment at December 31, 2006

 

 

1,717

 

 

 

 

 

 

Carrying value at December 31, 2006

 

 

9,113

 

 

 

 

 

 

Cost at January 1, 2007

 

 

7,396

 

 

 

 

 

 

Additions

 

 

120

 

 

 

 

 

 

Cost at December 31, 2007

 

 

7,516

 

 

 

 

 

 

Value adjustment at January 1, 2007

 

 

1,717

 

 

 

 

 

 

Foreign currency adjustments

 

 

119

 

 

 

 

 

 

Value adjustment at December 31, 2007

 

 

1,836

 

 

 

 

 

 

Carrying value at December 31, 2007

 

 

9,352

 


These deposits held relate to deposits on leased property and facilities.

NOTE 10 - Inventories

 

 

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

 

 

 

 

 

 

Finished goods

 

 

54,283

 

 

47,094

 

 

 

 

 

 

 

 

 

Work in process

 

 

39,682

 

 

19,592

 

 

 

 

 

 

 

 

 

Raw materials and supplies

 

 

85,914

 

 

48,541

 

 

 

 

 

 

 

 

 

Inventories - Total

 

 

179,879

 

 

115,227

 

 

 

 

 

 

 

 

 

Value of inventories, recognized at net realizable value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost price

 

 

17,339

 

 

19,713

 

 

 

 

 

 

 

 

 

Write-down

 

 

(17,263

)

 

(19,607

)

 

 

 

 

 

 

 

 

Net realizable value

 

 

76

 

 

106

 

25



Notes to the Consolidated Financial Statements (cont’d)

NOTE 11 - Trade Accounts Receivable

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

 

 

 

 

 

 

Trade accounts receivable

 

200,632

 

165,899

 

 

 

 

 

 

 

Allowances for uncollectibles

 

(573

)

(608

)

 

 

 

 

 

 

Trade accounts receivable, net

 

200,059

 

165,291

 

 

 

 

 

 

 

Allowance for uncollectibles recognized in income statement

 

0

 

0

 

 

 

 

 

 

 

Allowance for uncollectibles at January 1

 

608

 

801

 

 

 

 

 

 

 

Loss for the year

 

0

 

0

 

 

 

 

 

 

 

Reversed

 

(35

)

(193

)

 

 

 

 

 

 

Allowance of the year

 

0

 

0

 

 

 

 

 

 

 

Allowances for uncollectibles at December 31

 

573

 

608

 

 

 

 

 

 

 

Overdue accounts receivable where no allowance has been made:

 

 

 

 

 

 

 

 

 

 

 

Overdue up to 30 days

 

18,778

 

34,414

 

 

 

 

 

 

 

Overdue between 30-180 days

 

5,979

 

7,989

 

 

 

 

 

 

 

Overdue more than 180 days

 

0

 

0

 

 

 

 

 

 

 

 

 

24,757

 

42,403

 

The average credit period on sales is 60 days. No interest is charged on trade receivables for the first 60 days from the date of the invoice. Thereafter, interest is charged at 10 % per annum on the outstanding balance. We have historically only experienced very limited losses on accounts receivable. We have provided for specific overdue customers where collectability is doubtful.

NOTE 12 – Share Capital and Treasury Shares

Share Capital

Nominal fully paid and issued share capital consists of 202,022 (2006: 202,022) thousand shares at DKK 1 each. The shares are not divided into classes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

2001

 

2002

 

2003

 

2004

 

2005

 

2006

 

2007

The following changes have been made within share capital

 

149,618

 

48

 

25,675

 

18,283

 

26

 

7,847

 

525

 

0

Treasury Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of own
shares

 

Nominal value of
own shares

 

% of share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DKK’000

 

DKK’000

 

DKK’000

 

DKK’000

 

%

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Holding at January 1

 

 

9,144

 

 

8,898

 

 

9,144

 

 

8,898

 

 

4.5

 

 

4.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

11

 

 

557

 

 

11

 

 

557

 

 

0.0

 

 

0.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale

 

 

0

 

 

(311

)

 

0

 

 

(311

)

 

0.0

 

 

(0.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Holding at December 31

 

 

9,155

 

 

9,144

 

 

9,155

 

 

9,144

 

 

4.5

 

 

4.5

 

26



Notes to the Consolidated Financial Statements (cont’d)

NOTE 12 – Share Capital and Treasury Shares (cont’d)

Pursuant to a decision by the shareholders, the shares were acquired with the purpose of offering them to members of our Executive Board and management employees.

NOTE 13 - Deferred Tax

 

 

 

 

 

 

(DKK’000)

 

2007

 

2006

 

 

 

 

 

 

 

Deferred income tax

 

6,975

 

7,948

 

 

 

 

 

 

 

Change of allocation/adjustment to beginning of the year

 

0

 

0

 

 

 

 

 

 

 

Effect of change in tax rate from 28% to 25%

 

(2,109

)

0

 

 

 

 

 

 

 

Deferred income tax for the year recognized in this year’s net income

 

5,232

 

(4,013

)

 

 

 

 

 

 

Deferred income tax for the year recognized in the equity

 

(980

)

3,040

 

 

 

 

 

 

 

Net deferred tax liability at December 31

 

9,118

 

6,975

 

 

 

 

 

 

 

Deferred tax recognized in the balance sheet

 

 

 

 

 

 

 

 

 

 

 

Deferred tax (asset)

 

(16,687

)

(14,481

)

 

 

 

 

 

 

Deferred tax (liability)

 

25,805

 

21,456

 

 

 

 

 

 

 

Net deferred tax liability at December 31

 

9,118

 

6,975

 

 

 

 

 

 

 

Specification by main items

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

20,606

 

15,390

 

 

 

 

 

 

 

Tangible assets

 

(1,690

)

1,553

 

 

 

 

 

 

 

Current assets

 

(1,430

)

2,292

 

 

 

 

 

 

 

Provisions

 

(6,592

)

(11,597

)

 

 

 

 

 

 

Other liabilities

 

(1,776

)

(663

)

 

 

 

 

 

 

 

 

9,118

 

6,975

 

Deferred tax liabilities have not been recognized in respect to unremitted earnings of overseas subsidiaries, as the earnings can be remitted free from taxation currently and in future years.

NOTE 14 - Provisions

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

Provisions at January 1

 

49,252

 

29,191

 

 

 

 

 

 

 

Addition for the year

 

1,900

 

32,844

 

 

 

 

 

 

 

Provisions utilised during the year

 

(1,353

)

(12,440

)

 

 

 

 

 

 

Provisions reversed

 

(22,108

)

(343

)

 

 

 

 

 

 

Provisions at December 31

 

27,691

 

49,252

 

27



Notes to the Consolidated Financial Statements (cont’d)

NOTE 14 – Provisions (cont’d)

 

 

 

 

 

 

Provisions are reflected in the balance sheet as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Short-term provisions

 

20,549

 

17,380

 

 

 

 

 

 

 

Long-term provisions

 

7,142

 

31,872

 

 

 

 

 

 

 

Provisions at December 31

 

27,691

 

49,252

 

Provisions at 31 December 2007 and 2006 cover restructuring costs. In 2006, we commenced a restructuring plan in connection with transfer of production from Poland to Vietnam. These restructuring costs included DKK 35,1 million of employee termination benefits and DKK 14,2 million of lease abandonment costs. In 2007, we entered into an agreement with a third party to transfer certain employees and the property lease contracts in Poland which were restructured enabling us to reduce the restructuring provision initially established in the year ended 31 December 2006. These amounts have been included as “provision reversed” in the table above. The remaining liability will be settled during the years ended 31 December 2008 and 2009. The part of the liability to be settled more than 12 months from the balance sheet date is discounted back to December 31, 2007 and 2006 using a factor of 6% p.a. The discount rate was determined based on our effective borrowing rate as of the date when the provision was established.

NOTE 15 - Borrowings

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

Bank debt

 

686,994

 

689,939

 

 

 

 

 

 

 

IØ-fonden (The Investment Fund for Central and Eastern Europe)

 

0

 

6,516

 

 

 

 

 

 

 

The Investment Fund for Developing Countries (“IFU”)

 

27,767

 

24,792

 

 

 

 

 

 

 

Bank overdraft

 

182,768

 

63,518

 

 

 

 

 

 

 

 

 

897,529

 

784,765

 

 

 

 

 

 

 

The debt falls due as follows:

 

 

 

 

 

 

 

 

 

 

 

Within one year

 

118,359

 

41,308

 

 

 

 

 

 

 

Between one and two years

 

20,000

 

20,000

 

 

 

 

 

 

 

Between two and three years

 

20,000

 

20,000

 

 

 

 

 

 

 

Between three and four years

 

40,000

 

20,000

 

 

 

 

 

 

 

Between four and five years

 

60,000

 

40,000

 

 

 

 

 

 

 

Later than five years

 

639,170

 

643,457

 

 

 

 

 

 

 

 

 

897,529

 

784,765

 

 

 

 

 

 

 

The debt is reflected in the balance sheet as follows:

 

 

 

 

 

 

 

 

 

 

 

Short-term liabilities

 

118,359

 

41,308

 

 

 

 

 

 

 

Long-term liabilities

 

779,170

 

743,457

 

 

 

 

 

 

 

 

 

897,529

 

784,765

 

28



Notes to the Consolidated Financial Statements (cont’d)

NOTE 15 – Borrowings (cont’d)

In February 2002, IFU injected capital to acquire shares in Kirk Acoustics China Holding A/S, one of our subsidiaries. Effective January 1, 2007, through December 31, 2011, we are required, upon request by the IFU, to redeem these shares. The redemption obligation as per agreement involves repayment of IFU’s original capital injection plus interest on initial investment at a rate of 12% per annum. We include these shares as a financial liability as a result of the redemption obligation. In February 2008 we redeemed the shares held by IFU.

During the year, borrowings carried interest at 4.20% on a weighted-average basis. The banks determine the interest rates based on LIBOR + interest rate margin. Ordinary bank debt (including bank overdraft) carries interest based on CIBOR + interest rate margin. By the end of December 2007, our availability on existing bank overdraft was DKK 70,493 thousand (2006: DKK 151,632 thousand).

NOTE 16 - Other Payables

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

Salaries, tax and social security

 

29,218

 

29,305

 

 

 

 

 

 

 

VAT and duties

 

7,371

 

5,067

 

 

 

 

 

 

 

Other accrued expenses

 

19,279

 

18,795

 

 

 

 

 

 

 

Other payables

 

55,868

 

53,167

 

NOTE 17 - Change in Working Capital

 

 

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Inventories

 

(64,652

)

(11,977

)

(20,238

)

 

 

 

 

 

 

 

 

Trade accounts receivable

 

(34,768

)

(50,902

)

34,947

 

 

 

 

 

 

 

 

 

Prepaid expenses

 

1,232

 

4,783

 

(2,324

)

 

 

 

 

 

 

 

 

Other receivables

 

12,075

 

(9,655

)

15,327

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

17,367

 

21,541

 

(19,996

)

 

 

 

 

 

 

 

 

Provisions

 

(21,561

)

20,062

 

29,191

 

 

 

 

 

 

 

 

 

Other payables

 

2,701

 

(480

)

(11,593

)

 

 

 

 

 

 

 

 

Change in working capital

 

(87,606

)

(26,628

)

25,314

 

NOTE 18 - Securities and Financial Commitments

Securities

Shares: All shares in certain wholly owned subsidiaries (Sonion Roskilde A/S, Sonion Horsens A/S, Sonion MEMS A/S, Sonion Vietnam Ltd. and SonionTech A/S) have been pledged to the bank as loan collateral.

Mortgage deed on movable property: We have a mortgage deed on movable property of DKK 3,000 thousand in assets available.

Suretyship: We are liable as surety for certain of its subsidiaries’ bank debts to the bank. The bank debt at December 31, 2007 totals DKK 869,762 thousand. (2006: DKK 759,773 thousand).

Financial commitments

We have signed rental contracts that are non-cancelable for a period of between 2 and 7 years and we have operating leases that will expire on various dates up to 2013 at the latest.

29



Notes to the Consolidated Financial Statements (cont’d)

NOTE 18 - Securities and Financial Commitments (cont’d)

The total future payments under non-cancellable operating leases fall due as follows:

 

 

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Within one year

 

12,031

 

15,970

 

15,754

 

 

 

 

 

 

 

 

 

Between two and five years

 

39,007

 

30,830

 

3,983

 

 

 

 

 

 

 

 

 

Later than five years

 

6,092

 

6,350

 

45,377

 

 

 

 

 

 

 

 

 

 

 

57,130

 

53,150

 

65,114

 

 

 

 

 

 

 

 

 

Operating lease expenses included in income statement

 

11,861

 

15,988

 

15,609

 

 

 

 

 

 

 

 

 

NOTE 19 - Employee Matters

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Average number of employees

 

4,051

 

3,352

 

2,936

 

 

 

 

 

 

 

 

 

Number of employees year-end

 

4,579

 

3,522

 

2,867

 

 

 

 

 

 

 

 

 

Employee costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and remuneration

 

225,765

 

207,185

 

191,679

 

 

 

 

 

 

 

 

 

Pension contributions

 

14,175

 

12,693

 

11,369

 

 

 

 

 

 

 

 

 

Social security

 

26,423

 

21,849

 

18,207

 

 

 

 

 

 

 

 

 

Employee costs, total

 

266,363

 

241,727

 

221,255

 

 

 

 

 

 

 

 

 

Of this amount, salaries and remuneration for the Executive Board and the Board of Directors constitute:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

4,561

 

4,429

 

4,374

 

 

 

 

 

 

 

 

 

Pension

 

458

 

500

 

320

 

 

 

 

 

 

 

 

 

Remuneration, Board of Directors

 

100

 

150

 

150

 

 

 

 

 

 

 

 

 

Total salaries and remuneration for the Executive Board and the Board of Directors

 

5,119

 

5,079

 

4,844

 

Given the composition of the Board of Directors, only the three Board members elected by the employees receive remuneration. The remaining board members represented the major shareholders. In the past, we have issued warrants to our Executive Board and management employees. See Note 22.

30



Notes to the Consolidated Financial Statements (cont’d)

NOTE 20 - Derivative Financial Instruments, Risk and Capital Management

The carrying amount of financial assets and liabilities approximates in all material respect their fair value. They consist of the following:

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

Derivative financial instruments used for fair value hedges

 

2,123

 

5,919

 

 

 

 

 

 

 

Derivative financial instruments used for cash flow hedges

 

2,669

 

5,792

 

 

 

 

 

 

 

Fair value of interest rate swaps

 

1,252

 

1,210

 

 

 

 

 

 

 

Derivative financial instruments used for hedging purposes included in other receivables

 

6,044

 

12,921

 

 

 

 

 

 

 

Trade accounts receivable

 

200,059

 

165,291

 

 

 

 

 

 

 

Corporate income tax receivables

 

12,243

 

25,552

 

 

 

 

 

 

 

Other receivables excluding derivative financial instruments

 

6,232

 

11,430

 

 

 

 

 

 

 

Prepaid expenses

 

7,136

 

8,368

 

 

 

 

 

 

 

Cash and cash equivalents

 

53,261

 

65,487

 

 

 

 

 

 

 

Borrowings

 

897,529

 

784,765

 

 

 

 

 

 

 

Trade accounts payable

 

113,267

 

95,900

 

 

 

 

 

 

 

Tax payable

 

1,065

 

15,301

 

 

 

 

 

 

 

Other payables

 

55,868

 

53,167

 

 

 

 

 

 

 

Financial liabilities measured at amortised cost

 

1,067,729

 

949,133

 

Group Policy for Managing Financial Risks

As a consequence of our business, investments and financing, we are exposed to normal financial risk in the form of currency risk, interest rate risk and credit risk and liquidity risk. We observe the Board of Directors’ approved finance policies, which operate with a low risk profile in order to ensure that currency, interest and credit risk is purely of a commercial nature. Our use of derivatives is managed through the approved policy of our Board of Directors and by internal procedures which determine limits and which derivatives can be used.

Currency Risk

We are primarily exposed to currency risk on the net revenue side and related receivables. We hedge this risk as needed through available hedging instruments. The goal is to maintain a reasonable balance between hedged and unhedged revenue and expenses. In our estimation, the overall currency risk is considerable.

Interest Rate Risk

Our interest rate risk relates to interest-bearing debt and interest-bearing assets. On December 31, 2007, our interest-bearing debt amounted to DKK 844 million (2006: 719 million), consisting of bank debt and other interest-bearing debt less cash. A reasonable proportion of our bank debt has been hedged at a fixed interest rate through interest-rate-hedging instruments, and for this reason we assess the interest rate risk to be limited.

Credit Risk

We have considerable receivables with customers, and the credit risk involved with an individual customer or collaboration partner can be high. We continuously evaluate customers and business associates, and when there is a significant credit risk, we consider the need for security, guarantees or credit insurance coverage. Our losses have been insignificant in the past, and we consider the overall risk to be low.

31



Notes to the Consolidated Financial Statements (cont’d)

NOTE 20 - Derivative Financial Instruments, Risk and Capital Management (cont’d)

Liquidity Risk

Liquidity risk is our risk of failing to meet contractual obligations due to insufficient liquidity. Our policy is for the raising of capital and investment of liquidity to be managed centrally and to ensure effective liquidity management which primarily involves obtaining sufficient committed credit facilities to ensure adequate financial resources and through a continuous review of cash in-flows generated from our operations.

Currency Risk related to Assets and Liabilities recognised in the Balance Sheet (Fair Value Hedges)

Our use of derivatives relating to assets and liabilities is managed through the approved policy of our Board of Directors and by internal procedures which determine limits and which derivatives that can be used. The following is a summary of our financial assets and financial liabilities denominated in foreign currencies and showing how much of the net position which we have decided to hedge through forward contracts.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial
assets(1)

 

Financial
liabilities

 

Net
position

 

Forward
exchange

contracts

 

Position
not hedged

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

152,791

 

44,475

 

108,317

 

25,884

 

82,433

 

 

 

 

 

 

 

 

 

 

 

 

 

EURO

 

35,413

 

780,603

 

(745,190

)

0

 

(745,190

)

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

96,770

 

242,652

 

(145,882

)

(18,962

)

(126,920

)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

 

284,974

 

1,067,729

 

(782,755

)

6,922

 

(789,677

)

(1) Financial Assets in the table above includes trade accounts receivable, corporate income tax receivables, other receivables, prepaid expenses, and cash and cash equivalents.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial
assets(1)

 

Financial
liabilities

 

Net
position

 

Forward
exchange
contracts

 

Position
not hedged

 

 

 

 

 

 

 

 

 

 

 

 

 

USD

 

138,257

 

22,623

 

115,634

 

90,758

 

24,876

 

 

 

 

 

 

 

 

 

 

 

 

 

EURO

 

86,509

 

734,762

 

(648,253

)

0

 

(648,253

)

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

64,282

 

191,748

 

(127,465

)

(19,343

)

(108,123

)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2006

 

289,049

 

949,133

 

(660,084

)

71,416

 

(731,500

)

(1) Financial Assets in the table above includes trade accounts receivable, corporate income tax receivables, other receivables, prepaid expenses, and cash and cash equivalents.

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

Sensitivity on profit and loss and equity due to changes in exchange rates:

 

 

 

 

 

 

 

 

 

 

 

Effect of USD exchange rate increase/decline of 10%

 

+/- 8,243

 

+/- 2,488

 

 

 

 

 

 

 

Effect of EUR exchange rate increase/decline of 0.5%

 

+/- 3,726

 

+/- 3,241

 

Currencies with a material effect on equity and income statement are specified above. We use a sensitivity rate of 10% (USD) and 0.5% (EURO) internally when the currency risks are reported.

32



Notes to the Consolidated Financial Statements (cont’d)

NOTE 20 - Derivative Financial Instruments, Risk and Capital Management (cont’d)

Currency Risk relating to Future Transactions (Cash Flow Hedges)

Our use of derivatives relating to future transactions is managed through the approved policy of our Board of Directors and by internal procedures which determine limits and which derivatives that can be used.

The following net outstanding forward exchange contracts at December 31 are used for and qualify as cash flow hedges. Negative nominal principal amounts of forward contracts are sales of the currency in question and positive nominal principal amounts are purchases.

 

 

 

 

 

 

 

 

 

 

 

 

Term to
maturity
(months)

 

Nominal
Principal
amount

 

Fair
Value

 

Fair value
adjustment
recognised
in equity

 

 

 

 

 

 

 

 

 

 

 

PLN

 

9

 

54,795

 

2,669

 

2,669

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

 

 

 

54,795

 

2,669

 

2,669

 

 

 

 

 

 

 

 

 

 

 

USD

 

4

 

(85,700

)

3,746

 

3,746

 

 

 

 

 

 

 

 

 

 

 

PLN

 

10

 

77,231

 

2,046

 

2,046

 

 

 

 

 

 

 

 

 

 

 

December 31, 2006

 

 

 

(8,469

)

5,792

 

5,792

 

Liquidity Risk

The timing of cash flow related to financial obligations is specified in the notes relating to the specific categories of financial obligations.

Our cash reserve consists of cash and availability on existing overdraft facilities.

 

 

 

 

 

 

(DKK ’000)

 

2007

 

2006

 

 

 

 

 

 

 

The cash reserve consist of:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

53,261

 

65,487

 

 

 

 

 

 

 

Availability on existing overdraft facilities

 

70,493

 

151,632

 

 

 

 

 

 

 

 

 

123,754

 

217,119

 

Interest Risk

Our use of interest rate swaps is managed through the approved policy of our Board of Directors.

As to our financial assets and liabilities the following contractual time horizons can be provided for revaluation and payment depending on which date comes first.

The effective interest rates are based on the weighted average interest rate level at December 31 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revaluation/Payment Term

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(DKK '000)

 

0-1 year

 

1-5 year

 

> 5 year

 

Total

 

Effective
interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings with variable interest

 

66,163

 

140,000

 

611,403

 

817,566

 

4,20

%

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings with fixed interest

 

52,196

 

0

 

27,767

 

79,963

 

5,81

%

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

 

118,359

 

140,000

 

639,170

 

897,529

 

 

 

33



Notes to the Consolidated Financial Statements (cont’d)

NOTE 20 - Derivative Financial Instruments, Risk and Capital Management (cont’d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revaluation/Payment Term

(DKK ‘000)

 

0-1 year

 

1-5 year

 

> 5 year

 

Total

 

Effective
interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings with variable interest

 

 

0

 

 

47,808

 

 

416,351

 

 

464,159

 

 

4,20

%

 

Borrowings with fixed interest

 

 

243,622

 

 

52,192

 

 

24,792

 

 

320,606

 

 

5,87

%

 

December 31, 2006

 

 

243,622

 

 

100,000

 

 

441,143

 

 

784,765

 

 

 

 

Swap contracts concerning fixed-rated debt measured at fair value amount to an unrealized capital gain of DKK 1,252 thousand (2006: DKK 1,210 thousand). The amount is included in other receivables and in equity.

If interest rates had been 0.5% higher/lower and all other variables were held constant the negative/positive impact would have been DKK 4,488 thousand (2006: 3,596 thousand) on our net income for the year.

Credit Risk

Our credit risk primarily relates to trade accounts receivable.

We do not have any significant credit risks related to one customer. We sell components to companies which are well positioned on national and international markets. These companies are considered to be reputable companies. All outstanding trade accounts receivable are from reputable companies. We continuously evaluate customers and business associates and when facing significant credit risks the need for security / guarantee or credit insurance coverage is considered.

The maximum credit risk is related to trade accounts receivable and its corresponding carrying value at each period end.

Forward exchange contracts are made with reputable credit institutions.

Capital Structure and Management

Management’s strategy and overall goal is to ensure a continued development and strengthening of our capital structure which supports long-term profitable growth and a solid increase in key earnings and balance sheet ratios. Management regularly assesses whether our capital structure is in the interests of our company and its’ shareholders. At December 31, 2007 we had interest-bearing debt totaling DK 898 million (2006: 784 million) and cash and cash equivalents of DKK 53 million (2006: 65 million) which is considered reasonable in the light of its current needs in terms of financial flexibility.

No changes have been made to our strategy, guidelines and procedures for control of capital structure and management in 2007.

34



Notes to the Consolidated Financial Statements (cont’d)

NOTE 21 - Related Parties

Related Parties to Sonion A/S, with a Controlling Influence:

None.

Other related parties: Related parties to Sonion A/S with significant influence are shareholders and our Board of Directors, Executive Board and management employees.

 

 

 

 

 

 

Shareholder:

 

Domicile

 

Stake

 

Pulse Denmark ApS

 

Denmark

 

100%

 

Transactions with related parties:

We have a warrant program for our Executive Board and management employees, see note 22.

No other transactions have been conducted with the Board of Directors, the Executive Board, other management employees, major shareholders or other related parties, apart from intra-group transactions, which have been eliminated in the Consolidated Financial Statements, and ordinary management remuneration, see Note 19.

NOTE 22 - Share-Based Payment

We have established two warrants programs, of which one expired on December 31, 2005 (“2005 program”) and the other expires on December 31, 2008 (“2008 program”). Both programs can only be utilized by subscribing for shares in our company (“Equity program” as defined in IFRS 2).

2005 Program

The program expired on December 31, 2005. 8,372,450 warrants out of 15,393,156 issued warrants were exercised and used for subscription for shares in our company at a price of 7.73 per share.

Following the exercise of the warrants and subscription for shares our company through Sonion Roskilde A/S, a wholly owned subsidiary, bought back 7,470,418 shares in our company at a price equal to the subscription price with an agreement to adjust the price to the price, which the majority shareholders would obtain upon selling or listing the shares of our company, provided that the sales or listing would take place by December 31, 2007 at the latest. This potential purchase price adjustment did not become effective by December 31, 2007 since we had not been sold or listed by this date.

2008 Program

The program was established in 2005 and authorizes the warrant holder to subscribe for shares in our company at any given time until December 31, 2008.

Each warrant entitles the holder to subscribe for shares in our company for DKK 1 nominal at a rate of DKK 9.02 at December 31, 2007 (DKK 8.35 at December 31, 2006). The shareholders have authorized the Board of Directors to issue a total of 6,000,000 warrants, of which 0 were issued during 2007 (2006: 333,000 warrants).

As the participating employees paid a price for the warrants granted equal to the fair value of the issued warrants, no cost was recognized in the income statement for the warrants issued in 2006 and 2005. In 2006 the price paid per warrant was DKK 1.32.

After 31 December 2007 and following the sale of our entire share capital to Technitrol, all issued warrants have been taken over by an entity within the Technitrol Group without any compensation. Refer to Note 23 for discussion of this subsequent event.

35



Notes to the Consolidated Financial Statements (cont’d)

NOTE 22 - Share-Based Payment (cont’d)

 

 

 

 

 

Movements in Outstanding Issued Warrants:

 

Number of
Warrants

 

 

 

 

 

 

Outstanding warrants at January 1, 2005

 

 

14,028,156

 

 

Issued during the year

 

 

763,110

 

 

Exercised during the year

 

 

(8,372,450

)

 

Expired during the year

 

 

(5,655,706

)

 

Outstanding warrants at December 31, 2005

 

 

763,110

 

 

 

 

 

 

Outstanding warrants at January 1, 2006

 

 

763,110

 

 

Issued during the year

 

 

333,000

 

 

Exercised during the year

 

 

0

 

 

Expired during the year

 

 

0

 

 

Outstanding warrants at December 31, 2006

 

 

1,096,110

 

 

 

 

 

 

Outstanding warrants at January 1, 2007

 

 

1,096,110

 

 

Issued during the year

 

 

0

 

 

Exercised during the year

 

 

0

 

 

Expired during the year

 

 

0

 

 

Outstanding warrants at December 31, 2007

 

 

1,096,110

 

NOTE 23 – Events After the Balance Sheet Date

On January 9, 2008, our shareholders announced that they have entered into an agreement with Technitrol. (NYSE:TNL) to sell 100% of the shares in Sonion A/S. Technitrol, a US publicly listed company, is a worldwide producer of electronic components, electrical contacts and other precision engineered parts. We will become part of Technitrol’s Electronic Components business. In connection with our sale to Technitrol our bank debt has been repaid. In the future, our operations will be primarily financed by intercompany loans from Technitrol. On February 28, Technitrol completed the acquisition of our company pursuant to the Share Agreement. The purchase price was equivalent to approximately US$ 410 million, net of our cash and cash equivalents.

36