Attached files
EXHIBIT
99.1
EX-99.1 Audited
financial statements of TransRadio with balance sheets as of December 31,
2008 and 2007 and statements of income and cash flows for the years ended
December 31, 2008 and 2007, including the report of independent
auditors.
To the
Management Board and Shareholders of TRANSRADIO SenderSysteme Berlin
Aktiengesellschaft:
We have
audited the accompanying financial statements, comprising the balance sheets as
of December 31, 2008 and December 31, 2007, the related statements of income and
cash flows for the years then ended and the notes to the financial statements,
of TRANSRADIO SenderSysteme Berlin Aktiengesellschaft (the "Company"). These
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
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of TRANSRADIO SenderSysteme Berlin
Aktiengesellschaft at December 31, 2008 and
December 31, 2007, and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
Germany.
Accounting
principles generally accepted in Germany depart materially from accounting
principles generally accepted in the United States of
America. Information relating to the nature and effect of such
differences as of and for the years ended December 31, 2008 and December 31,
2007 is described in Note 17 to the financial statements.
Berlin/Germany,
March 24, 2009, except as to the statement of cash flows and as to the
reconciliation to generally accepted accounting principles in the United States
of America as described in Note 17, which is as of March
11, 2010.
March 11,
2010
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
/s/
Angelika Kraus
|
/s/
Sandra Phillips ppa.
|
|||
Name:
Angelika Kraus
Wirtschaftsprüferin
|
Name:
Sandra Phillips ppa.
Wirtschaftsprüferin
|
|||
Title:
(German Public Auditor)
|
Title:
(German Public Auditor)
|
Balance
Sheets of TRANSRADIO SenderSysteme Berlin AG, Berlin,
at
December 31, 2008 and 2007
(Stated in Euro)
|
||||
December
31, 2008
|
December
31, 2007
|
|||
ASSETS
|
Notes
|
€
|
€
|
|
A.
|
Non-current
assets
|
|||
I.
|
Intangible
assets
|
1
|
51,592.70
|
84,019.17
|
II.
|
Tangible
assets
|
|||
1.
Technical equipment and machines
|
5,654.92
|
6,351.07
|
||
2.
Other equipment, operating and office equipment
|
236,428.71
|
310,559.25
|
||
242,083.63
|
316,910.32
|
|||
293,676.33
|
400,929.49
|
|||
B.
|
Current
assets
|
|||
I.
|
Inventories
|
2
|
||
1.
Raw materials and supplies
|
2,252,720.28
|
3,031,098.94
|
||
2.
Work in process
|
5,976,919.33
|
4,129,017.91
|
||
3.
Prepayments made
|
67,819.32
|
0.00
|
||
8,297,458.93
|
7,160,116.85
|
|||
II.
|
Receivables
and other assets
|
3
|
||
1.
Trade receivables
|
453,943.34
|
1,111,472.08
|
||
2.
Other assets
|
356,241.34
|
274,276.75
|
||
810,184.68
|
1,385,748.83
|
|||
III.
|
Securities
|
4
|
||
1.
Treasury stock
|
65,000.00
|
101,400.00
|
||
2.
Other securities
|
178,988.56
|
177,571.69
|
||
243,988.56
|
278,971.69
|
|||
IV.
|
Cash
in hand, bank balances
|
5
|
784,060.32
|
2,218,934.53
|
10,135,692.49
|
11,043,771.90
|
|||
C.
|
Prepaid
expenses
|
24,278.06
|
10,600.60
|
|
10,453,646.88
|
11,455,301.99
|
The accompanying Notes are an integral
part of these financial statements.
EQUITY
AND LIABILITIES
|
||||
A.
|
Equity
capital
|
|||
I.
|
Subscribed
capital
|
6
|
1,500,000.00
|
1,500,000.00
|
II.
|
Capital
reserve
|
6
|
742,446.55
|
742,446.55
|
III.
|
Income
reserves
|
6
|
||
1.
Statutory reserve
|
36,148.67
|
36,148.67
|
||
2.
Reserve for treasury stock
|
65,000.00
|
101,400.00
|
||
3.
Other income reserves
|
1,459,548.26
|
1,423,148.26
|
||
IV.
|
Profit
carried forward
|
938,212.03
|
820,859.39
|
|
V.
|
Net
loss / net income for the year
|
-750,709.19
|
264,752.64
|
|
3,990,646.32
|
4,888,755.51
|
|||
B.
|
Accruals
|
|||
Other
accruals
|
7
|
689,382.98
|
766,669.46
|
|
689,382.98
|
766,669.46
|
|||
C.
|
Liabilities
|
|||
1.
Prepayments received on account of orders
|
8
|
4,259,273.36
|
5,255,939.77
|
|
2.
Trade payables
|
8
|
1,140,080.71
|
232,705.35
|
|
3.
Other liabilities
|
8
|
374,263.51
|
311,231.90
|
|
thereof
from taxes € 44,081.36; PY: € 170,665.03
|
||||
thereof
relating to social security € 0.00;
|
||||
5,773,617.58
|
5,799,877.02
|
|||
10,453,646.88
|
11,455,301.99
|
|||
The
accompanying Notes are an integral part of these financial
statements.
|
Statements
of Income TRANSRADIO SenderSysteme Berlin AG, Berlin
for
the Period from January 1 to December 31, 2008 and January 1, 2007 to December
31, 2007
|
||||||
(Stated
in Euro)
|
||||||
2008
|
2007
|
|||||
Notes
|
€
|
€
|
||||
1.
|
Sales
revenues
|
9
|
8,403,079.50
|
11,463,758.03
|
||
2.
|
Increase
in the work in process
|
|||||
inventory
|
1,847,901.42
|
946,417.51
|
||||
3.
|
Other
operating income
|
10
|
345,048.07
|
394,243.10
|
||
10,596,028.99
|
12,804,418.64
|
|||||
4.
|
Cost
of materials
|
|
||||
a)
Cost of raw materials and supplies
|
||||||
and
of purchased merchandise
|
-5,106,842.88
|
-5,163,538.22
|
||||
b)
Cost of purchased services
|
-562,672.89
|
-5,669,515.77
|
-910,632.41
|
-6,074,170.63
|
||
5.
|
Personnel
expenses
|
|
||||
a)
Wages and salaries
|
-3,334,923.12
|
-3,466,654.90
|
||||
b)
Social security costs
|
-592,750.53
|
-3,927,673.65
|
-664,701.23
|
-4,131,356.13
|
||
6.
|
Amortisation/depreciation
of intangible assets
|
|||||
and
of tangible assets
|
|
-131,420.12
|
-138,287.18
|
|||
7.
|
Other
operating expenses
|
11
|
-1,494,458.18
|
-1,981,265.07
|
||
8.
|
Income
from other securities and from long-term
|
|||||
financial
investments
|
0.00
|
36,467.05
|
||||
9.
|
Other
interest and similar income
|
12
|
51,295.70
|
84,951.31
|
||
10.
|
Write-downs
on financial assets and securities
|
|||||
held
as current assets
|
4
|
-166,090.80
|
-158,743.91
|
|||
11.
|
Interest
and similar expenses
|
12
|
-21,961.67
|
-19,221.99
|
||
12.
|
Results
from ordinary activities before taxes
|
-763,795.50
|
422,792.09
|
|||
13.
|
Taxes
on income
|
13
|
20,394.31
|
-150,537.10
|
||
14.
|
Other
taxes
|
-7,308.00
|
-7,502.35
|
|||
15.
|
Net
loss / net income for the year
|
|
-750,709.19
|
264,752.64
|
||
The
accompanying Notes are an integral part of these financial
statements.
|
TRANSRADIO
SenderSysteme Berlin AG
|
||||||||||
Statements
of Cash Flows
|
||||||||||
For
the period from January 1 to December 31, 2008 and January 1, 2007 to
December 31, 2007
|
||||||||||
Stated
In Euro
|
2008
|
2007
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
Income/(loss)
|
(750,709)
|
264,753
|
||||||||
Adjustments
to reconcile net income/(loss) to net
|
||||||||||
cash
used in operating activities:
|
||||||||||
Depreciation
and amortization
|
131,420
|
138,287
|
||||||||
(Gain)/loss
on sale or disposal of fixed assets
|
—
|
124
|
||||||||
Changes
in assets and liabilities:
|
||||||||||
Trade
receivables
|
657,529
|
339,971
|
||||||||
Prepaid
expenses and other current assets
|
696,882
|
(726,812)
|
||||||||
Work
in process
|
(1,847,903)
|
(922,989)
|
||||||||
Other
assets
|
(81,965)
|
(211,841)
|
||||||||
Trade
payables
|
907,375
|
(52,024)
|
||||||||
Other
accruals
|
(77,286)
|
(510,354)
|
||||||||
Prepayments
received on account of orders
|
(996,666)
|
(437,749)
|
||||||||
Other
liabilities
|
(236,968)
|
119,198
|
||||||||
Net
cash (used in)/provided by operating activities
|
(1,598,291)
|
(1,999,436)
|
||||||||
Securities
- current
|
34,983
|
271,862
|
||||||||
Investments
- non-current
|
—
|
1,502,671
|
||||||||
Capital
expenditures
|
(24,167)
|
(215,999)
|
||||||||
Net
cash (used in)/provided by investing
activities
|
10,816
|
1,558,534
|
||||||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from debt issuance
|
300,000
|
—
|
||||||||
Dividends
|
(147,400)
|
(368,500)
|
||||||||
Net
cash provided by / (used in) financing activities
|
152,600
|
(368,500)
|
||||||||
Net
increase/(decrease) in cash and cash equivalents
|
(1,434,875)
|
(809,402)
|
||||||||
Cash
and cash equivalents at beginning of period
|
2,218,935
|
3,028,337
|
||||||||
Cash
and cash equivalents at end of period
|
|
784,060
|
|
2,218,935
|
||||||
Supplemental
disclosure:
|
||||||||||
Cash
paid during the period for interest
|
|
21,962
|
|
19,222
|
||||||
Cash
paid during the period for income taxes
|
|
(20,394)
|
|
150,518
|
The
accompanying Notes are an integral part of these financial
statements.
Notes to the financial statements for
the fiscal years 2008 and 2007
Basis
and Methods
General
Remarks
The
Company has its headquarters in Berlin and was registered in its present legal
form with the Commercial Register on February 6, 2001. The decision for a
conversion from a limited liability company (GmbH) to a corporation (AG) was
reached at the shareholders' meeting on August 17, 2000. The decision to change
the name from TELEFUNKEN SenderSysteme Berlin AG to TRANSRADIO SenderSysteme
Berlin AG was reached at the shareholders’ meeting on October 28, 2005 and was
registered with the Commercial Register on November 16, 2005.
The
annual financial statements have been prepared in accordance with commercial
accounting standards and the supplementary provisions of German Stock
Corporation Law.
Accounting
and Valuation Methods
Accounting
and valuation methods are mainly aligned to tax regulations wherever permitted
by commercial accounting standards.
Additions
to fixed assets were reported at acquisition cost in accordance with tax
regulations. Interest on borrowings was not included. Depreciable fixed assets
are written off per schedule using the straight-line method over the expected
useful life pro rata
temporis on the basis of the highest acceptable rates for tax
purposes.
Low value
items with acquisition or manufacturing costs of not more than € 100.00 are
immediately charged to expenditure.
Low value
items with acquisition or manufacturing costs of more than € 150.00 and up to €
1,000.00 are recorded as collective items in the commercial balance sheet
and written off pursuant to Section 6 (2a) EstG (Income Tax Act) in accordance
with tax law provisions.
The
average cost method has been applied for the valuation of raw materials and
supplies.
Work in
process is valued at direct materials and production costs plus appropriate
portions of production overheads on the basis of regular capacity utilization.
Own personnel costs are stated at individual standard rates according to
department. Material overheads, general administration and distribution costs as
well as commission are not included in the cost of sales capitalised (pursuant
to Section 33 Income Tax Directive / EStR –
Einkommensteuerrichtlinie). Adequate markdowns have been applied with
respect to slow moving items.
As a
general rule, receivables and other assets, as well as cash on hand and bank
balances, are reported at nominal value. Receivables and foreign currency
securities were reported at the selling rate as at the balance sheet date
insofar as this is lower than the selling rate valid as at the date of the
underlying transaction.
Investments
held as current assets are reported at cost or the lower market price on the
balance sheet date.
Other
accruals are reported at the amount deemed appropriate when applying sound
business judgment; they take into account all recognizable risks and contingent
liabilities.
Liabilities,
including customer advances, were valued at the repayment amount. Liabilities in
foreign currencies are stated at the exchange rate on the date of transaction or
the higher rate as at the balance sheet date.
1.
|
Intangible
assets consist exclusively of software which is reported at acquisition
cost less scheduled amortisation.
|
Investments in fiscal 2008 amounted to
T€ 8.
2.
T€ DEC 31, 2008 |
T€ DEC 31, 2007 |
|
Raw
materials and supplies
|
2,252
|
3,031
|
Work
in process
|
5,977
|
4,129
|
Prepayments
|
68
|
0
|
Inventories
|
8,297
|
7,160
|
|
The
estimated future sales price of a transmitter type with an inventory value
of T€ 472 which is disclosed under work in process is below the completion
cost still to be incurred. A respective write-down to the lower fair value
in the amount of T€ 172 was
recorded.
|
|
The
risk of non-saleability of another transmitter type disclosed under work
in process at the inventory value of T€ 119 was assessed at 50 %. A
respective downward valuation adjustment in the amount of T€ 60 was
recorded.
|
3. Receivables
and other assets are due as follows:
DEC 31, 2008 | DEC 31, 2007 | |||||||
up to 1 year | over 1 year | up to 1 year | over 1 year | |||||
Receivables | T€ 416 | T€ 38 | T€ 1.084 | T€ 27 | ||||
Other assets | T€ 356 | T€ 0 | T€ 274 | T€ 0 |
Receivables with a residual term of
more than 1 year consist of customer retention balances.
Other
assets include – among other things – receivables from tax authorities
associated with tax prepayments as well as domestic and foreign VAT for fiscal
year 2008 in the amount of T€ 288.
4. Securities
held as current assets amounting to T€ 244 consist of the
following:
Treasury stock | T€ 65 | |
Other securities | T€ 179 |
T€ 116 of other securities are assigned
as security.
As in the previous year, treasury
stock included 26,000 shares as at December 31, 2008.
Authorization
to acquire own shares was obtained at the general meeting of shareholders held
on July 14, 2005 and again on July 12, 2007. A downward price adjustment to the
lower stock exchange or market price of own shares is reported on the balance
sheet date at an amount of T€ 84. Of this, the amount of T€ 37 was recognised in
the income statement.
Other
securities consist of both domestic and foreign securities which were subjected
to a downward price adjustment to the lower fair value at an amount of T€ 129 as
at the balance sheet date.
5.
|
Cash
on hand and bank balances on the balance sheet date amounted to T€ 784 as
at the balance sheet date, and included fixed deposits amounting to T€ 578
which are pledged to financial institutions as security for bank
guarantees.
|
6. Share
capital is divided into 1,500,000 no-par-value registered shares.
As a result of the downward price
adjustment of own shares, the amount of € 36,400.00 was withdrawn from the
reserves for treasury stock and transferred to other revenue
reserves.
Management
Board and Supervisory Board have proposed that an amount of € 147.400.00 be paid
out as dividend from the net income for the year 2007. The proposal was approved
by the ordinary shareholders’ meeting on August 27, 2007. The dividend was paid
out on August 28, 2008.
€ | ||
Profit
carried forward December 31, 2007
|
820,859.39
|
|
Net
income for the year 2007
|
264,752.64
|
|
Dividend
distribution for 2007
|
-147,400.00
|
|
Profit
carried forward December 31, 2008
|
938,212.03
|
|
With
the exception of net income (loss) and dividend distributions, as
presented in the statements of income and cash flows, respectively, no
material changes in equity occurred in 2008 and
2007.
|
On
December 31, 2008, Lorna Continental S.A., European Office Vaduz, with
registered office on the British Virgin Islands, held (as in the previous year
on December 31, 2007) an overall direct and indirect majority share in
TRANSRADIO SenderSysteme Berlin Aktiengesellschaft.
7. Other
accruals (T€ 689) consist of:
T€ DEC 31, 2008 |
T€ DEC 31, 2007 |
|
Early
retirement scheme
|
228
|
181
|
Litigation
risks
|
165
|
0
|
Warranties
|
128
|
162
|
License
obligations
|
52
|
159
|
Holidays
not taken
|
43
|
66
|
Cost
of annual financial statements and audit
|
34
|
33
|
Employers’
liability insurance
|
24
|
30
|
Invoices
outstanding
|
15
|
136
|
Other
accruals
|
689
|
767
|
|
An
accrual for litigation risks was recorded in the amount of T€ 165 to
account for the risk associated with a labour law process. The amount was
determined on the basis of cautious business judgment, taking into account
the fact that the court may not accept the extraordinary termination of an
employment contract by TSB and the plaintiff may thus be entitled to the
payments agreed upon in the employment contract in the event of ordinary
contract termination.
|
|
The
parameters for determining lump-sum accruals for warranties (T€ 128;
previous year: T€ 162) are the sales revenues of individual projects,
less the stipulated portion of sales not subject to warranty, the agreed
warranty months and a percentage rate which is re-calculated every year.
As in the previous year, the sales portion not subject to warranty was set
at 10 %. The percentage rate was calculated as a 3-year average of the
quotient from warranty expenses incurred and sales subject to warranty. In
2008, this amounted to 0.060 % (previous year: 0.057 %) of monthly
sales.
|
8.
|
As
in the previous year, prepayments, trade payables and other liabilities
are due within one year.
|
9. Sales
revenues are structured as follows:
T€ 2008 |
T€ 2007 |
|
Domestic
sales
|
4,676
|
4,628
|
Intra-community
sales
|
1,980
|
3,599
|
Sales
with other countries
|
1,768
|
3,263
|
Discounts
granted
|
-21
|
-26
|
Sales
revenues
|
8,403
|
11,464
|
10.
|
Other
operating income includes off-period income to an amount of T€ 210 which mainly
results from the release of accruals. In addition, this item also includes
income from the sale of materials and the passing on of
costs.
|
11.
|
Other
operating expenses include off-period expenses to an amount of T€
6. Other operating expenses mainly consist of rental and leasing
expenses, advertising costs, insurance, travel expenses, licenses and
transport costs. Furthermore, this item also includes consulting cost,
cost of maintenance, insurance, fees and charges and cleaning by external
firms.
|
12. Net
interest income is structured as follows:
T€ 2008 |
T€ 2007 |
|||
Other
interest and similar income
|
||||
-
Interest income on current account
|
13
|
4
|
||
-
Interest income on fixed term deposit
|
33
|
|
46
|
|
-
Interest income on securities held as
current assets
|
5
|
51
|
35
|
85
|
Interest
and similar expenses
|
||||
-
Guaranty and suretyship commission
|
21
|
|||
-
Interest on overdrafts
|
1
|
22
|
19
|
19
|
29
|
66
|
13.
|
The
income tax refund in the amount of T€ 20 is fully attributable to the
previous year’s results of ordinary
activities.
|
14.
|
Financial
obligations exist to an amount of T€ 3,006 which are neither reported in
the balance sheet nor do they have to be disclosed under the balance sheet
pursuant to Section 251 HGB. The obligations include order commitments and
permanent debt obligations, mainly relating to liabilities from the rental
contract for or business premises. Of these, T€ 2,585 are expected to fall
due in the following fiscal
year.
|
15. In
the fiscal year, the Management Board was made up as follows:
Mr.
Jochen Huber, certified engineer, Berlin
Mr. Jörg
Rombach, certified engineer, Schönfließ, from August 1, 2008 to September 19,
2008
In
accordance with Section 286 (4) HGB, the Company refrained from disclosing any
details of the remuneration of members of the management body.
On the
balance sheet date and thereafter, the Supervisory Board was made up as
follows:
Mr. Max
Engler (Chairman), financial consultant, Zurich/Switzerland,
Mr.
Eckart G. Winterhoff, business consultant, Düsseldorf,
Mr. Klaus
Breitkopf (Vice-Chairman), certified engineer, ret., Baden-Baden.
The
Supervisory Board received total remuneration of T€ 37 during the reporting
year.
The
average number of staff (pursuant to Section 267 (5) HGB) during the fiscal year
can be broken down into the following areas:
Office staff / Administration | 19 | |
Technical staff | 52 | |
71 |
16. Risks
Sales
Risk
As recent
business years have shown, the volume of incoming orders will also in be
strongly influenced in future by individual projects and fluctuations of a
greater or lesser degree. We are faced with increasing price awareness in the
individual sales areas. The Company’s business strategy is aligned to
the risks associated with this business field and the shareholders, Management
Board and employees are prepared to meet the corresponding challenges.
Uncertainties arise with respect to customer behaviour and competition.
Shareholders, the Management Board and staff are aware of the high demands
placed on the Company’s personnel. Purposeful tackling of existing and possible
risks forms the basis for our actions.
Liquidity/Financing
Risk
We do not
anticipate special risks relating to payment defaults in this connection since
our customers are, for the most part, government organizations or
government-linked companies. The cash flow generated within the
Company does not suffice to cover the liquidity requirements. An additional
liquidity demand is presently covered by means of prepayments as well as loans
from external parties. We will take advantage of all financing possibilities in
order to ensure liquidity for the advance payments used for financing future
sales. Additional credit facilities with banks are to be drawn upon for the
preliminary financing of contractual orders in order to bridge short-term
liquidity bottlenecks. Corresponding discussions with banks are already taking
place and are expected to be concluded in the first half of
2009. Moreover, exports to other countries are to be secured by means
of Hermes export credit guarantees in the future. The Hermes export credit
guarantees enable TSB, the exporter, to protect itself against economic
(customer-related risks) as well as political risks (country risks). We see
growth opportunities with regard to the markets in other countries, in
particular. We intend to finance these secured exports through third parties
banks) during the
production phase. This will close possible financing gaps that may occur in the
course of the year.
Procurement
Risk
We have
established contractual agreements with various suppliers in order to
meet
demands respecting our ongoing production activities; this enables us to
quickly
and flexibly react to changed customer demands and reduces our dependency
on only one supplier. Due to the market situation, we need to be able
to furnish spare parts for our transmitters for up to ten years after delivery.
For this reason, we often have to pay increased prices to particular suppliers
for parts that have already been discontinued.
Tax
Risk
In
principal, changes may still occur respecting tax assessment periods as from
2004, which have not yet been audited within the scope of an external tax audit.
This may result in additional tax payments if an external tax audit should lead
to a different interpretation of tax regulations or if tax matters are assessed
differently. However, we are presently not aware of any such
indications.
17. Reconciliation
of German GAAP to U.S. GAAP
The
annual financial statements included herein of TransRadio SenderSysteme Berlin
AG were prepared in accordance with accounting principles generally accepted in
Germany (“German GAAP”). Accounting principles generally
accepted in Germany depart materially from accounting principles generally
accepted in the United States of America (“US GAAP”). Following is a
summary of the significant adjustments to the statements of income and the
balance sheets as of and for the years ended December 31, 2008 and 2007
including descriptions of the nature of significant reconciling items. In
addition, a description of restricted cash activity is provided as related the
cash flows are presented differently for German versus US GAAP.
Reconciliation
of Net Income / (Net Loss)
|
Year
ended
|
|||||||||
(Amounts
in thousands of Euro)
|
December
31, 2008
|
December
31, 2007
|
||||||||
Net
income / (net loss) under German GAAP
|
(751)
|
265
|
||||||||
Description
of items having the effect of increasing reported net
income:
|
||||||||||
Other
operating expenses (Litigation Risk)
|
a.
|
165
|
-
|
|||||||
Recognition
of deferred taxes on net operating loss
|
b.
|
154
|
-
|
|||||||
Other
additive adjustments
|
d.
|
95
|
d.
|
58
|
||||||
Description
of items having the effect of decreasing reported net
income:
|
||||||||||
Personnel
expenses
|
c.
|
(91)
|
c.
|
(4)
|
||||||
Other
deductive adjustments
|
d.
|
|
(47)
|
d.
|
(41)
|
|||||
Net
income / (net loss) under US GAAP
|
(475)
|
278
|
Reconciliation
of Equity
|
Year
ended
|
|||||||||
(Amounts
in thousands of Euro)
|
December
31, 2008
|
December
31, 2007
|
||||||||
Equity
under German GAAP
|
3,991
|
4,889
|
||||||||
Reversal
of provision for litigation
|
165
|
a.
|
-
|
|||||||
Recognition
of deferred taxes on net operating loss
|
154
|
b.
|
-
|
|||||||
Personnel
expenses
|
18
|
c.
|
110
|
|||||||
Other
adjustments, net
|
(18)
|
d.
|
(64)
|
|||||||
Equity
under US GAAP
|
4,310
|
4,935
|
a.
Provision for litigation risks
German
GAAP requires that if the future cash outflow resulting from a past event is
within a range of amounts having the same probability of occurrence, the higher
amount must be accrued as a contingent liability. US GAAP, Accounting Standards
Codification (“ASC”) 450-20 requires that, if there is no best estimate, the
minimum amount within a range is accrued if it is probable that there will be a
loss. Under US GAAP the provision did not meet the definition of probable, which
results in an adjustment having a positive effect on pre-tax income in the
amount of 165 k€ in 2008. The matter was settled in 2009 for
55 k€.
b.
Recognition of deferred taxes
Under
German GAAP deferred tax assets and deferred tax liabilities can be offset. If a
company shows after the offset a deferred tax asset the recognition of this
asset is optional in the statutory financial statements. In addition, in
accordance with German GAAP the recognition and measurement of a net operating
loss carryforward as an asset is prohibited in the statutory financial
statements. The income tax effects of a carryforward cannot be recognized in the
financial statements until the future period in which the benefits are realized
for income tax purposes. The provision for income taxes in the loss year only
reflects the benefit derived, if any, from carrying back the net operating loss
to prior years to obtain a refund.
According
to US GAAP, ASC 740, all temporary differences and carryforwards are conferred
identical status and their income tax effects are to be given full recognition
on the balance sheet. A valuation allowance is to be provided for that fraction
of the computed year-end balances of the deferred income tax assets for which it
has been determined that it is more likely than not that the reported asset
amount will not be realized. As the Company had not recognized a deferred tax
asset on temporary differences and was not allowed to recognize a net loss
carryforward under German GAAP the application of US GAAP results in a positive
effect on net income in 2008 amounting to 154 k€ related to the recognition of
the deferred tax asset on the net operating loss in 2008. The treatment of
deferred tax liabilities does not differ between German and US
GAAP.
c. Provision for part-time early
retirement
Prior to
2007 the Company has signed part-time early retirement agreements with five
employees aged 55 and older. Depending on the age of the employee the early
retirement phase comprises between 16 and 48 months. For the retirement phase it
was agreed between the Company and these five employees that the block model be
applied (i.e. the employees work full-time in the first half of the early
retirement period and are fully released from work in the second half of the
early retirement period). During the whole early retirement period the employees
must be paid at least 70% of their last salary earned before the retirement
phase starts. The increase / supplemental component (difference between 50% and
70%) of the salary paid has to be carried by the employer. According to German
GAAP the net present value of the increase amount has to be fully recognized as
a contingent liability in the year the agreement is signed. As the Company has
signed the part-time early retirement agreements before 2007 it had fully
accrued for this liability in prior periods.
According
to US GAAP ASC 235 management has to adopt accounting principles and
methods that are the most appropriate in the circumstances to present fairly
financial position, results of operations and cash flows in accordance with US
GAAP. On the basis of the accrual accounting principle the liability related to
the increase amount has to be recognized in the period the employees earn their
entitlement of the portion of the increase amount which will to be paid out
during the release period. As the retirement phase started for two employees in
2007 and for another two in 2008 the expense has to be accrued in these periods
accordingly. This difference results in additional expense to be accrued under
US GAAP amounting to 91 k€ and 4 k€ for the years ended December 31,
2008 and 2007, respectively.
d.
Other additive (deductive) items
Other
reconciling differences between German and US GAAP for the years ended December
31, 2008 and 2007 are not material and relate primarily to balance sheet
reclassifications or the valuation of treasury stock, available for sale
investment securities, inventory and recognition of certain deferred
taxes.
Reconciling
Items impacting the Statement of Cash Flow activity
Restricted
cash
The
Company maintains bank deposits that are pledged to financial institutions as
security for bank guarantees of performance obligations of TransRadio to its
customers. TransRadio is restricted from access to these balances until the
related performance obligations are complete. For German GAAP purposes, these
amounts are not specifically classified as restricted on the balance sheet but
are disclosed as such and are reported as cash and cash equivalents in the
Statement of Cash Flows. For US GAAP reporting purposes, the Company classified
the restricted cash as such on the balance sheet and reclassified to non-current
assets the amount of the cash that is restricted beyond a year from the balance
sheet date. As of December 31, 2008 and 2007, these deposits amounted to
578 k€ and 330 k€, respectively. Of these amounts, 298 k€ and
91 k€ were reported as restricted cash – current and 280 k€ and
239 k€ were reported as restricted cash – non-current, respectively. Under
US GAAP, given the nature of the restricted cash, changes in the restricted cash
balances would be reported as an investing activity in the Statement of Cash
Flows and restricted cash would not be included in cash and cash
equivalents as of the balance sheet dates.
Debt
issued and outstanding
During
2008, TransRadio entered into debt agreements totaling 300 k€ and under US GAAP
they are required to be classified as long term debt. Cash activity related to
these borrowings is reflected as financing activity in the statement of cash
flows for US GAAP purposes.
With the
exception of the other U.S. GAAP reconciling entries noted within this document,
no other material items would affect the reconciliation of the statement of cash
flows from German GAAP to US GAAP.