Attached files
| file | filename |
|---|---|
| 8-K - 8-K - DENTSPLY SIRONA Inc. | a11-23863_48k.htm |
| EX-23.1 - EX-23.1 - DENTSPLY SIRONA Inc. | a11-23863_4ex23d1.htm |
| EX-99.3 - EX-99.3 - DENTSPLY SIRONA Inc. | a11-23863_4ex99d3.htm |
| EX-99.1 - EX-99.1 - DENTSPLY SIRONA Inc. | a11-23863_4ex99d1.htm |
Exhibit 99.2
ASTRA TECH GROUP
Contents
|
Consolidated Statement of Comprehensive Income |
2 |
|
|
|
|
Consolidated Statement of Financial Position at June 30, 2011 and December 31, 2010 |
3 |
|
|
|
|
Consolidated Statement of Changes in Equity |
5 |
|
|
|
|
Consolidated Statement of Cash Flows |
6 |
|
|
|
|
Notes to the Financial Statements |
7 |
ASTRA TECH GROUP
Consolidated Statement of Comprehensive Income for
the six months ended:
|
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
Revenue |
|
1,914 |
|
1,955 |
|
|
Cost of sales |
|
-588 |
|
-600 |
|
|
Gross profit |
|
1326 |
|
1355 |
|
|
Distribution costs |
|
-75 |
|
-68 |
|
|
Research and development costs |
|
-86 |
|
-84 |
|
|
Selling, general and administrative costs |
|
-947 |
|
-951 |
|
|
Operating profit |
|
218 |
|
252 |
|
|
Financial income |
|
9 |
|
4 |
|
|
Financial expense |
|
-6 |
|
-6 |
|
|
Profit before tax |
|
221 |
|
250 |
|
|
Taxation |
|
-59 |
|
-72 |
|
|
NET PROFIT FOR THE PERIOD |
|
162 |
|
178 |
|
|
|
|
|
|
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
|
Foreign exchange arising on consolidation |
|
-31 |
|
23 |
|
|
Defined benefit plan actuarial gains/losses for the period |
|
-20 |
|
0 |
|
|
Income tax relating to components of other comprehensive income |
|
5 |
|
0 |
|
|
Other Comprehensive Income for the period, net of tax |
|
-46 |
|
23 |
|
|
Total Comprehensive Income for the period |
|
116 |
|
201 |
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
Owners of the Parent |
|
162 |
|
178 |
|
|
|
|
|
|
|
|
|
Total Comprehensive Income attributable to: |
|
|
|
|
|
|
Owners of the Parent |
|
116 |
|
201 |
|
ASTRA TECH GROUP
Consolidated Statement of Financial Position at:
|
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
|
959 |
|
966 |
|
|
Goodwill |
|
62 |
|
62 |
|
|
Other intangible assets |
|
741 |
|
811 |
|
|
Deferred tax assets |
|
52 |
|
61 |
|
|
Other Long term receivables |
|
15 |
|
18 |
|
|
Receivables from group companies |
|
1 |
|
1 |
|
|
|
|
1,830 |
|
1,919 |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Inventories |
|
340 |
|
327 |
|
|
Trade and other receivables |
|
780 |
|
694 |
|
|
Income tax receivables |
|
13 |
|
0 |
|
|
Receivables from group companies |
|
0 |
|
29 |
|
|
Cash and cash equivalents |
|
1,290 |
|
1,200 |
|
|
|
|
2,423 |
|
2,250 |
|
|
Total assets |
|
4,253 |
|
4,169 |
|
ASTRA TECH GROUP
Consolidated Statement of Financial Position at:
|
|
|
2011-06-30 |
|
2010-12-31 |
|
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
581 |
|
605 |
|
|
Income tax liabilities |
|
0 |
|
19 |
|
|
Liabilities to group companies |
|
10 |
|
0 |
|
|
|
|
591 |
|
624 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Employee benefits |
|
240 |
|
250 |
|
|
Long-term payables |
|
0 |
|
0 |
|
|
Deferred tax liabilities |
|
295 |
|
317 |
|
|
Liabilities to group companies |
|
1,035 |
|
1,035 |
|
|
|
|
1,570 |
|
1,602 |
|
|
Total liabilities |
|
2,161 |
|
2,226 |
|
|
Net assets |
|
2,092 |
|
1,943 |
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the Company |
|
|
|
|
|
|
Share capital |
|
1 |
|
1 |
|
|
Translation reserve |
|
-98 |
|
-67 |
|
|
Retained earnings |
|
2,189 |
|
2,009 |
|
|
Total Equity |
|
2,092 |
|
1,943 |
|
ASTRA TECH GROUP
Consolidated Statement of Changes in Equity for the year ended
31 December 2010 and six months ended 30 June 2011
|
MSEK |
|
Share |
|
Translation |
|
Retained |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2010 |
|
1 |
|
41 |
|
1,618 |
|
1,660 |
|
|
Profit for the period |
|
|
|
|
|
396 |
|
396 |
|
|
Defined benefit plan actuarial gains for the period, net of tax |
|
|
|
|
|
-5 |
|
-5 |
|
|
Exchange rate differences arising on translation of foreign operations |
|
|
|
-108 |
|
|
|
-108 |
|
|
Total comprehensive income for the year |
|
|
|
-108 |
|
391 |
|
283 |
|
|
At 31 December 2010 |
|
1 |
|
-67 |
|
2,009 |
|
1,943 |
|
|
Profit for the period |
|
|
|
|
|
162 |
|
162 |
|
|
Disposal of foreign subsidiaries |
|
|
|
1 |
|
3 |
|
4 |
|
|
Defined benefit plan actuarial losses for the period, net of tax |
|
|
|
|
|
15 |
|
15 |
|
|
Exchange rate differences arising on translation of foreign operations |
|
|
|
-32 |
|
|
|
-32 |
|
|
Total comprehensive income for the year |
|
|
|
-31 |
|
180 |
|
149 |
|
|
At 30 June 2011 |
|
1 |
|
-98 |
|
2,189 |
|
2,092 |
|
ASTRA TECH GROUP
Consolidated Statement of Cash Flows for the six months ended:
|
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Profit before tax |
|
221 |
|
250 |
|
|
Financial income and expense |
|
-2 |
|
2 |
|
|
Depreciation, amortisation and impairment |
|
100 |
|
103 |
|
|
(Increase)/decrease in trade and other receivables |
|
-83 |
|
-88 |
|
|
(Increase)/decrease in inventories |
|
-44 |
|
-22 |
|
|
Increase/(decrease) in trade and other payables and provisions |
|
-85 |
|
40 |
|
|
Other non-cash movements |
|
43 |
|
40 |
|
|
Cash generated from operations |
|
150 |
|
325 |
|
|
Interest paid |
|
0 |
|
2 |
|
|
Income tax paid |
|
-32 |
|
-77 |
|
|
Net cash inflow from operating activities |
|
118 |
|
250 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Proceeds on disposal of subsidiaries |
|
27 |
|
0 |
|
|
Deposits paid |
|
2 |
|
-4 |
|
|
Purchase of property, plant and equipment |
|
-70 |
|
-48 |
|
|
Purchase of intangible assets |
|
0 |
|
0 |
|
|
Interest received |
|
7 |
|
1 |
|
|
Net cash outflow from investing activities |
|
-34 |
|
-51 |
|
|
Net cash inflow/(outflow) before financing activities |
|
84 |
|
199 |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Change in employee benefits |
|
-2 |
|
-2 |
|
|
Net cash (outflow)/inflow from financing activities |
|
-2 |
|
-2 |
|
|
Net increase/(decrease) in cash and cash equivalents in the period |
|
82 |
|
197 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
1,200 |
|
759 |
|
|
Exchange rate effects |
|
8 |
|
-40 |
|
|
Cash and cash equivalents at the end of the period |
|
1,290 |
|
916 |
|
Astra Tech Group
Notes to Financial Statements (Unaudited)
June 30, 2010
(In MSEK, unless otherwise noted)
Basis of accounting and preparation of financial information
The condensed financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The condensed financial statements have been prepared under the historical cost basis.
The same accounting policies, presentation and methods of computation have been followed in these condensed financial statements as were applied in the preparation of the Company’s financial statements for the year ended December 31, 2010.
Note 1 Sale of the Company
In June 2011, the Company’s parent, Astra Zeneca Plc. (“Astra Zeneca”), announced the sale of the Company to DENTSPLY International Inc. for approximately US$1.8 billion. The transaction is subject to regulatory approval and customary closing conditions and is expected to close by the end of 2011.
Note 2 Taxation
During the six months ended June 30, 2011 and 2010, we recognized income tax expense of SEK 63.8 million and SEK 84.5 million, respectively, which represents effective tax rates of 28.9% and 33.8%, respectively. The 4.9 basis point decrease in the effective tax rate in 2011 was primarily due to country mix.
Note 3 Business area information
The tables below show information by business area. The figures show the revenue and operating profit per business area.
|
Revenue |
|
6/30/2011 |
|
6/30/2010 |
|
|
Dental |
|
1,062 |
|
1,080 |
|
|
Urology |
|
719 |
|
727 |
|
|
Surgery |
|
133 |
|
148 |
|
|
Total |
|
1,914 |
|
1,955 |
|
|
|
|
|
|
|
|
|
Operating profit |
|
6/30/2011 |
|
6/30/2010 |
|
|
Dental |
|
97 |
|
118 |
|
|
Urology |
|
116 |
|
127 |
|
|
Surgery |
|
5 |
|
7 |
|
|
Total |
|
218 |
|
252 |
|
Note 4 Commitments and contingencies
We are involved in pending and threatened litigation of the character incidental to the business transacted and are, from time to time, involved as a party in various governmental and administrative proceedings. We believe that any liability that may result from any one of these actions is unlikely to have a material adverse effect on our financial position or results of operations.
Note 5 Receivables and payables to group companies
|
|
|
2011-06-30 |
|
2010-12-31 |
|
|
Receivables from group companies |
|
561 |
|
619 |
|
|
Payables to group companies |
|
-571 |
|
-590 |
|
|
Net receivables / net payables (-) |
|
-10 |
|
29 |
|
All Astra Tech intercompany sales invoices are assigned to the Astra Zeneca netting center: the company sending the invoice gets a receivable against the netting center, the receipt gets a payable. Since credit terms towards the netting center differ between countries there is always a net balance in the statement of financial position.
Note 6 Property, plant and equipment
During the period, the Company spent approximately SEK 70.3 million on the additions to property, plant and equipment. It also disposed of fixed assets with a carry amount of SEK 33.0 million for proceeds of SEK 30.9 million.
Note 7 Trade and other receivable
|
|
|
2011-06-30 |
|
2010-12-31 |
|
|
Amounts due within one year |
|
|
|
|
|
|
Trade receivables |
|
756 |
|
666 |
|
|
Less: Amounts provided for doubtful debts |
|
-29 |
|
-30 |
|
|
|
|
|
|
|
|
|
Other receivables |
|
17 |
|
13 |
|
|
Prepayments and accrued income |
|
36 |
|
44 |
|
|
|
|
780 |
|
694 |
|
|
|
|
|
|
|
|
|
Provision for doubtful debts |
|
|
|
|
|
|
Balance at beginning of year |
|
30 |
|
35 |
|
|
Impairment losses recognised |
|
-1 |
|
-5 |
|
|
Balance at end of year |
|
29 |
|
30 |
|
Note 8 Cash and bank balances
|
|
|
2011-06-30 |
|
2010-12-31 |
|
|
Cash at bank and in hand |
|
295 |
|
238 |
|
|
Short term deposits within Astra Zeneca treasury |
|
995 |
|
962 |
|
|
Cash and cash equivalents |
|
1,290 |
|
1,200 |
|
|
Cash and cash equivalents in the cash flow statement |
|
1,290 |
|
1,200 |
|
The majority of excess cash within Astra Tech is placed in intercompany current accounts within the Astra Zeneca treasury. All means that are placed in these treasury accounts are available for Astra Tech without limitations.
Note 9 Interest-bearing loans and borrowings
|
|
|
2011-06-30 |
|
2010-12-31 |
|
|
Long-term non interest-bearing loans |
|
1,035 |
|
1,035 |
|
|
|
|
1,035 |
|
1,035 |
|
Note 10 Statutory and other information
Related party transactions
Except from intra-group transactions with Astra Zeneca, the Group had no related party transactions. As disclosed in Note 9, the Company has a long term non-interest bearing loan from Astra Zeneca, and as discussed in the Company’s financial statements for the year ended December 31, 2010, Astra Tech UK also shares a defined benefit pension plan with Astra Zeneca.
Subsequent events
There were no material subsequent events.