Attached files
EXHIBIT
99.2
EX-99.2 Unaudited
interim balance sheets of TransRadio as of September 30, 2009 and December 31,
2008 and the related unaudited interim statements of income and cash flows for
TransRadio for the nine-months ended September 30, 2009 and
2008
The
unaudited interim financial statements have been prepared by TransRadio without
audit or review. In the opinion of management, the accompanying unaudited
interim financial statements contain all adjustments necessary to state fairly
the financial position and results of operations and cash flows of TransRadio
for the interim periods presented.
Balance
Sheets of TRANSRADIO SenderSysteme Berlin AG, at September 30, 2009 (Unaudited)
and December 31, 2008 (Unaudited)
(Stated in Euro)
|
||||
September
30, 2009
|
December
31, 2008
|
|||
ASSETS
|
Notes
|
€
|
€
|
|
A.
|
Non-current
assets
|
|||
I.
|
Intangible
assets
|
1
|
28,316.73
|
51,592.70
|
II.
|
Tangible
assets
|
|
||
1.
Technical equipment and machines
|
5,132.79
|
5,654.92
|
||
2.
Other equipment, operating and office equipment
|
272,225.82
|
236,428.71
|
||
277,358.61
|
242,083.63
|
|||
305,675.34
|
293,676.33
|
|||
B.
|
Current
assets
|
|||
I.
|
Inventories
|
2
|
||
1.
Raw materials and supplies
|
2,650,409.42
|
2,252,720.28
|
||
2.
Work in process
|
3,759,862.95
|
5,976,919.33
|
||
3.
Prepayments made
|
99,456.65
|
67,819.32
|
||
6,509,729.02
|
8,297,458.93
|
|||
II.
|
Receivables
and other assets
|
3
|
||
1.
Trade receivables
|
751,150.00
|
453,943.34
|
||
2.
Other assets
|
110,144.33
|
356,241.34
|
||
861,294.33
|
810,184.68
|
|||
III.
|
Securities
|
4
|
||
1.
Treasury stock
|
37,440.00
|
65,000.00
|
||
2.
Other securities
|
142,489.54
|
178,988.56
|
||
178,929.54
|
243,988.56
|
|||
IV.
|
Cash
in hand, bank balances
|
5
|
924,752.54
|
784,060.32
|
8,781,380.77
|
10,135,692.49
|
|||
C.
|
Prepaid
expenses
|
8,601.28
|
24,278.06
|
|
8,789,982.05
|
10,453,646.88
|
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
|
65,000.00
|
||
3.
Other income reserves
|
1,459,548.26
|
1,459,548.26
|
||
IV.
|
Profit
carried forward
|
187,502.84
|
938,212.03
|
|
V.
|
Net
loss / net income for the year
|
522,761.61
|
-750,709.19
|
|
4,513,407.93
|
3,990,646.32
|
|||
B.
|
Accruals
|
|||
Other
accruals
|
7
|
595,500.00
|
689,382.98
|
|
595,500.00
|
689,382.98
|
|||
C.
|
Liabilities
|
8
|
||
1.
Prepayments received on account of orders
|
|
2,098,264.88
|
4,259,273.36
|
|
2.
Trade payables
|
|
424,509.19
|
1,140,080.71
|
|
3.
Other liabilities
thereof
from taxes €122,604.15;
PY;
€ 44,081.36; thereof relating to
social
security € 0.00
|
|
1,158,300.05
|
374,263.51
|
|
4,276,574.12
|
5,773,617.58
|
|||
|
8,789,982.05
|
10,453,646.88
|
||
The
accompanying Notes are an integral part of these interim financial
statements.
|
Statements
of Income of TRANSRADIO SenderSysteme Berlin AG, Berlin for the Nine Months
Ended September 30, 2009 and 2008
(Stated
in Euro)
|
Nine
Months Ended September 30,
|
||||
2009
|
2008
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||||
Notes
|
€
|
€
|
|||
1.
|
Sales
revenues
|
9
|
9,905,998.34
|
6,847,617.12
|
|
2.
|
Decrease
in the work in process
|
||||
inventory
|
-2,281,562.51
|
-248,438.31
|
|||
3.
|
Other
operating income
|
10
|
238,020.87
|
67,281.28
|
|
|
7,862,456.70
|
6,666,460.09
|
|||
4.
|
Cost
of materials
|
||||
a)
Cost of raw materials and supplies
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|||||
and
of purchased merchandise
|
- 2,588,672.06
|
-2,766,279.37
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|||
b)
Cost of purchased services
|
- 175,288.36
|
-441,238.38
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|||
5.
|
Personnel
expenses
|
||||
a)
Wages and salaries
|
- 2,578,336.21
|
-2,471,293.15
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|||
b)
Social security costs
|
- 513,454.91
|
-480,810.10
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|||
6.
|
Amortisation/depreciation
of intangible assets
|
||||
and
of tangible assets
|
|
- 82,230.65
|
-99,894.04
|
||
7.
|
Other
operating expenses
|
11
|
- 1,319,222.01
|
-1,254,370.96
|
|
8.
|
Income
from other securities and from long-term
|
||||
financial
investments
|
0
|
0
|
|||
9.
|
Other
interest and similar income
|
12
|
6,828.91
|
39,857.15
|
|
10.
|
Write-downs
on financial assets and securities
|
||||
held
as current assets
|
4
|
- 53,152.02
|
-91,499.94
|
||
11.
|
Interest
and similar expenses
|
12
|
- 34,014.80
|
-12,520.92
|
|
12.
|
Results
from ordinary activities before taxes
|
|
524,914.59
|
-911,589.62
|
|
13.
|
Taxes
on income
|
13
|
-
|
-96,354.69
|
|
14.
|
Other
taxes
|
- 2,152.98
|
-4,902.27
|
||
15.
|
Net
(loss) / net income for the year
|
522,761.61
|
-1,012,846.58
|
The
accompanying Notes are an integral part of these interim financial
statements
Nine
Months Ended September 30, 2009 and September 30,
2008
|
|||||||||||
(Stated
In Euro)
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|||||||||||
2009
|
2008
|
||||||||||
Cash
flows from operating activities:
|
|||||||||||
Net
Income/(loss)
|
522,762
|
(1,013,822)
|
|||||||||
Adjustments
to reconcile net income/(loss) to cash used in operating
activities:
|
|||||||||||
Depreciation
and amortization
|
82,466
|
99,894
|
|||||||||
Changes
in assets and liabilities:
|
|||||||||||
Trade
receivables
|
(297,207)
|
535,112
|
|||||||||
Prepaid
expenses and other current assets
|
(413,650)
|
319,228
|
|||||||||
Work
in process
|
2,217,056
|
293,778
|
|||||||||
Other
assets
|
246,097
|
186,655
|
|||||||||
Trade
payables
|
(715,572)
|
(19,093)
|
|||||||||
Other
accruals
|
(93,883)
|
142,755
|
|||||||||
Prepayments
received on account of orders
|
(2,161,008)
|
(1,239,514)
|
|||||||||
Other
liabilities
|
(126,046)
|
(267,366)
|
|||||||||
Net
cash (used in)/provided by operating activities
|
(738,985)
|
(962,373)
|
|||||||||
Cash flows from investing activities: | |||||||||||
Securities
- current
|
64,059
|
13,779
|
|||||||||
Capital
expenditures
|
(94,465)
|
(23,166)
|
|||||||||
Net
cash (used in)/provided by investing activities
|
(30,406)
|
(9,387)
|
|||||||||
Cash
flows from financing activities:
|
|||||||||||
Proceeds
from debt issuance
|
910,084
|
—
|
|||||||||
Dividends
|
—
|
(147,400)
|
|||||||||
Net
cash provided by / (used in) financing
activities
|
910,084
|
(147,400)
|
|||||||||
Net
increase/(decrease) in cash and cash equivalent
|
140,693
|
(1,119,160)
|
|||||||||
Cash
and cash equivalents at beginning of period
|
784,060
|
2,218,935
|
|||||||||
Cash
and cash equivalents at end of period
|
924,753
|
1,099,775
|
|||||||||
Supplemental
disclosure:
|
|||||||||||
Cash
paid during the period for interest
|
34,015
|
12,521
|
|||||||||
Cash
paid during the period for income taxes
|
—
|
96,355
|
The
accompanying Notes are an integral part of these interim financial
statements
Notes to
the financial statements for the interim periods ended September 30, 2009 and
2008 and for fiscal year 2008
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
financial statements have been prepared in accordance with commercial accounting
standards and the supplementary provisions of German Stock Corporation
Law.
Basis
and Methods
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 as well
as commission costs 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 the balance
sheet was prepared.
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 the nine months ended September 30, 2009 amounted to T€ 24 and for fiscal
2008 amounted to T€ 8.
2.
T€ SEPT 30, 2009 |
T€ DEC 31, 2008 |
|
Raw
materials and supplies
|
2,650
|
2,252
|
Work
in process
|
3,760
|
5,977
|
Prepayments
|
100
|
68
|
Inventories
|
6,510
|
8,297
|
|
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 during
2008.
|
|
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 during 2008.
|
No such
adjustments were recorded during the nine months ended September 30,
2009.
3. Receivables
and other assets are due as follows:
SEPT 30, 2009 | DEC 31, 2008 | |||||||
up to 1 year | over 1 year | up to 1 year | over 1 year | |||||
Receivables | T€ 706 | T€ 45 | T€ 416 | T€ 38 | ||||
Other assets | T€ 110 | T€ 0 | T€ 356 | 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 the nine
months ended September 30, 2009 in the amount of T€ 83 and for fiscal year 2008
in the amount of T€ 288.
4.
|
Securities
held as current assets amounting to T€ 180 and T€ 244 as of September 30,
2009 and December 31, 2008, respectively, consisting of the
following:
|
SEPT 30, 2009 | DEC 31, 2008 | |||
Treasury stock | T€ 37 | 65 | ||
Other securities | T€ 143 | 179 |
|
T€
105 and T€ 116 of other securities are assigned as security as of
September 30, 2009 and December 31, 2008,
respectively.
|
Treasury stock included 26,000 shares
as at September 30, 2009 and 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 at an amount of
T€ 112 and T€ 84 as of September 30, 2009 and December 31, 2008, respectively.
Of this, the amount of T€ 28 and T€ 37 was recognised in the income statement
for the nine months ended September 30, 2009 and the fiscal year ended December
31, 2008, respectively.
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€ 102
and T€ 129 as of September 30, 2009 and December 31, 2008,
respectively.
5.
|
Cash
on hand and bank balances on the balance sheet date amounted to T€ 925 and
T€ 784 on September 30, 2009 and December 31, 2008, respectively, and
included fixed deposits amounting to T€ 576 and 578 T€, respectively,
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 € 37,440.00 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. No dividends were declared for 2008.
€ | ||
Profit
carried forward December 31, 2008
|
187,502.84
|
|
Net
income for the nine months ended September 30, 2009
|
522,761.61
|
|
Dividend
distribution for 2008
|
0.00
|
|
Profit
carried forward September 30, 2009
|
710,264.45
|
|
On
September 30, 2009, Lorna Continental S.A., European Office Vaduz, with
registered office on the British Virgin Islands, held (as in the previous
year on December 31, 2008) an overall direct and indirect majority share
in TRANSRADIO SenderSysteme Berlin
Aktiengesellschaft.
|
7. Other
accruals consist
of:
T€ SEP 30, 2009 |
T€ DEC 31, 2008 |
|
Early
retirement scheme
|
225
|
228
|
Holidays
not taken
|
170
|
43
|
Warranties
|
105
|
128
|
License
obligations
|
54
|
52
|
Cost
of annual financial statements and audit
|
17
|
34
|
Employers’
liability insurance
|
15
|
24
|
Invoices
outstanding
|
9
|
15
|
Litigation
risks
|
0
|
165
|
Other
accruals
|
595
|
689
|
|
An
accrual for litigation risks was reduced in the first nine months of 2009
reflecting the settlement of the pending labour law litigation for 55 T€
and the resulting reversal of the unused portion of the accrual or 110
T€.
The
parameters for determining lump-sum accruals for warranties (T€ 105;
previous year: T€ 128) is determined based on 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. This generally amounts to approximately 0.060 % of
monthly sales in the 2008 through 2009 time
period.
|
8. As in
previous year, prepayments, trade payables and other liabilities are due within
one year.
9. Sales
revenues are structured as follows:
Nine months ended | ||
Sep 30, 2009 T€ |
Sep 30, 2008 T€ |
|
Domestic
sales
|
1,322
|
3,830
|
Intra-community
sales
|
2,708
|
2,073
|
Sales
with other countries
|
5,898
|
964
|
Discounts
granted
|
-26
|
-20
|
|
|
|
Sales
revenues
|
9,910
|
6,847
|
10.
|
Other
operating income for the nine months ended September 30, 2008 includes
off-period income to an amount of T€ 98 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€ 18
and T€ 6, for the nine months ended September 30, 2009 and the
fiscal year ended December 31, 2008, respectively. 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:
Nine months ended | ||||
Sep 30, 2009 T€ |
Sep 30, 2008 T€ |
|||
Other
interest and similar income
|
||||
-
Interest income on current account
|
2
|
8
|
||
-
Interest income on fixed term deposit
|
3
|
2
|
|
|
-
Interest income on securities held
as
current assets
|
2
|
7
|
3
|
13
|
Interest
and similar expenses
|
||||
-
Guaranty and suretyship commission
|
23
|
21
|
||
-
Interest on overdrafts
|
11
|
34
|
0
|
21
|
-27
|
-8
|
13.
|
The
income tax refund in the amount of T€ 72 is fully attributable to the
previous year’s results of ordinary
activities.
|
14.
|
Financial
obligations exist to an amount of T€ 1,092 and T€ 3,006 as of September
30, 2009 and December 31, 2008, respectively, 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 our business premises. Of these, T€ 364 and
T€ 2,585, respectively, are expected to fall due in the following fiscal
year.
|
15. In
the interim period ending September 30, 2009 and the fiscal year ended December
31, 2008, the Management Board was made up as follows:
September
30, 2009
Mr.
Jochen Huber, certified engineer, Berlin
Mrs.
Elisabeth Thullner, certified engineer, Berlin, from April 1, 2009
December
31, 2008
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:
SEPT 30, 2009 | DEC 31, 2008 | |||
Office staff / Administration | 16 | 19 | ||
Technical staff | 51 | 52 | ||
68 | 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. Periodically, the company requires an
additional cash infusion from sources other than their
operations. Currently, any additional liquidity demand is
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. 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
unaudited interim 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 for the
nine month periods ended September 30, 2009 and 2008 and the balance sheet as of
September 30, 2009, including descriptions of the nature of significant
reconciling items. In addition, a description of restricted cash is provided as
this item is presented differently for cash flow purposes in German versus US
GAAP.
Reconciliation
of Net Income / (Net Loss)
|
||||||||
Unaudited
|
Nine
months ended
|
|||||||
(Amounts
in thousands of Euro)
|
September
30, 2009
|
September
30, 2008
|
||||||
Net
income / (net loss) under German GAAP
|
523
|
(1,013)
|
||||||
Description
of items having the effect of increasing reported income in the interim
period:
|
||||||||
Provision
for litigation risks
|
a.
|
165
|
||||||
Recognition
of derivative with fair value
|
c.
|
142
|
-
|
|||||
Recognition
of deferred taxes
|
b.
|
136
|
||||||
Other
additive items
|
d.
|
92
|
96
|
|||||
Description
of items having the effect of decreasing reported income in the interim
period:
|
||||||||
Provision
for litigation risks
|
a.
|
(165)
|
||||||
Recognition
of deferred taxes
|
b.
|
(67)
|
|
|||||
Other
deductive items
|
d.
|
(31)
|
(64)
|
|||||
Net
income / (net loss) under US GAAP
|
494
|
(680)
|
Reconciliation
of Equity
(Amounts
in thousands of Euro)
|
September
30, 2009
|
|||||
Equity
under German GAAP
|
4,513
|
|||||
Recognition
of deferred taxes on net operating loss
|
b.
|
134
|
||||
Recognition
of derivative financial instrument
|
c.
|
142
|
||||
Other
adjustments, net
|
d.
|
35
|
||||
Equity
under US GAAP
|
4,824
|
a.
Provision for litigation risks
German
GAAP requires that contingent liabilities are measured with prudence.
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 has to be
accrued under the prudence concept. The Company recognized a provision for
potential litigation risks in 2008. The case was settled in 2009.
Under US
GAAP, ASC 450-20 requires that, if there is no best estimate, the minimum amount
within a range is accrued if it is probable that the loss will be incurred.
Under US GAAP the provision did not meet the definition of probable, which
results in an adjustment having a positive effect on net income in the amount of
165 k€ in 2008. This effect reverses in the interim period ended September
30, 2009.
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 must be
conferred identical status and their income tax effects are to be given full
recognition on the statement of financial position. 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 any deferred tax assets and deferred tax liabilities on temporary
differences the corresponding adjustments were recognized. Since the Company was
not allowed to recognize a net loss carryforward according to German GAAP, the
application of US GAAP results in the recognition of a deferred tax asset on the
net loss incurred in 2008. Based on the Company’s 2009 budget no valuation
allowance was necessary and the full amount of the loss carryforward was
recognized in the US GAAP financial statements.
c.
Recognition of derivative financial instruments
The
Company signed a sales contract denominated in Qatar Rial with a customer in
November 2008. In order to economically hedge the foreign currency risk the
Company entered into several forward rate agreements to swap Euro with Qatar
Rial and vice versa in January and August 2009. According to German GAAP these
transactions are considered as pending transactions since neither party has
fulfilled the swap contracts so far. Pending transactions cannot be recognized
unless a loss will be incurred.
According
to US GAAP the fair value of a derivative financial instrument qualifies as an
asset and has to be recognized. The Company did not historically designate the
contract as a hedging instrument and therefore accounts for the forward currency
contract as a derivative as required by US GAAP ASC 815. Therefore, the Company
recognized the gain of 142 k€ from the derivative financial instruments in net
income during 2009. This amount was more than offset by other adjustments
described herein.
d.
Other additive (deductive) items
Other
reconciling differences between German and US GAAP for the nine month periods
ended September 30, 2009 and 2008 and as of September 30, 2009 are not material
and relate primarily to the valuation of treasury stock, available for sale
investment securities, foreign exchange translation and measurement, and
inventory.
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 September 30, 2009 and December 31, 2008 these deposits
amounted to 576 k€ and 578 k€, respectively. Of these amounts,
50 k€ and 298 k€ were reported as restricted cash – current and
526 k€ and 280 k€ were reported as restricted cash – non-current,
respectively. Under US GAAP, changes in the restricted cash balances would be
reported as investing activity in the Statement of Cash Flows and restricted
cash would not be included in the cash and cash equivalents as of the balance
sheet dates.
Debt
issued and outstanding
During
2009, TransRadio entered into debt agreements totaling 500 k€ and $300,000 USD.
These agreements bear interest at a rate of 5% per year and mature on February
2, 2010. The outstanding amounts on these agreements as of September 30, 2009
equate to 719 k€ and under US GAAP they are required to be classified as short
term debt along with current maturities of long term debt of 300 k€, for a total
of 1,019 k€ as of September 30, 2009. Cash activity
related to these borrowings is reflected as financing activity in the statement
of cash flows.
With the
exception of the other U.S. GAAP reconciling entries noted within this document,
no other material items would effect the reconciliation of the statement of cash
flows from German GAAP to US GAAP