Attached files
file | filename |
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8-K/A - 8-K/A - CASCADE MICROTECH INC | d634570d8ka.htm |
EX-99.2 - EX-99.2 - CASCADE MICROTECH INC | d634570dex992.htm |
EX-99.3 - EX-99.3 - CASCADE MICROTECH INC | d634570dex993.htm |
EX-23.1 - EX-23.1 - CASCADE MICROTECH INC | d634570dex231.htm |
Exhibit 99.1
ATT Advanced Temperature
Test Systems GmbH,
Martinsried/Germany
Annual Financial Statements
as at and for the year ended
31 October 2012
ATT Advanced Temperature Test Systems GmbH, Martinsried/Germany
Balance Sheet as at 31 October 2012
1
ATT Advanced Temperature Test Systems GmbH, Martinsried/Germany
Income Statement for the Period from 1 November 2011 to 31 October 2012
EUR | Year ended 31 October 2012 EUR |
|||||||||
1. |
Revenue | 5,321,808.05 | ||||||||
2. |
Increase in work in progress | 328,209.63 | ||||||||
3. |
Other operating income Of which income from currency translation: EUR 5,461.67 | 12,352.50 | ||||||||
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|
|||||||||
5,662,370.18 | ||||||||||
4. |
Cost of materials | |||||||||
a) |
Cost of raw materials, consumables and supplies | 2,018,132.14 | ||||||||
b) |
Cost of purchased services | 164,139.76 | ||||||||
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2,182,271.90 | ||||||||||
5. |
Personnel expenses | |||||||||
a) |
Wages and salaries | 367,207.83 | ||||||||
b) |
Social security costs | 69,862.07 | ||||||||
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437,069.90 | ||||||||||
6. |
Amortisation and depreciation of intangible and tangible assets | 48,380.29 | ||||||||
7. |
Other operating expenses | 1,264,081.76 | ||||||||
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|
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1,730,566.33 | ||||||||||
8. |
Other interest and similar income Of which from affiliated companies: EUR 78,128.01 | 82,608.36 | ||||||||
9. |
Interest and similar expenses | 1.79 | ||||||||
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82,606.57 | ||||||||||
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10. |
Result from ordinary activities | 1,813,172.90 | ||||||||
11. |
Taxes on income | 0.00 | ||||||||
12. |
Other taxes | 988.00 | ||||||||
13. |
Profits transferred under profit transfer agreement | 1,812,184.90 | ||||||||
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14. |
Net income for the financial year | 0.00 | ||||||||
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2
ATT Advanced Temperature Test Systems GmbH, Martinsried/Germany
Cashflow Statement for the Period from 1 November 2011 to 31 October 2012
Year ended | ||||
31 October 2012 | ||||
EUR | ||||
Cash flows from operating activities: |
||||
Net income for the financial year |
| |||
Profits transferred under profit sharing agreement |
-1,812,184.90 | |||
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|
|||
Results from ordinary activities before profits transferred under profit sharing agreement operating activities: |
1,812,184.90 | |||
Amortisation and depreciation of intangible and tangible assets |
48,380.29 | |||
(Increase) decrease in: |
||||
Accounts receivable, net |
295,174.82 | |||
Inventories |
-369,797.10 | |||
Prepaid expenses and other |
593,459.42 | |||
Increase (decrease) in: |
||||
Accounts payable |
-68,957.23 | |||
Accrued and other long-term liabilities |
-20,029.91 | |||
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|
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Net cash provided by operating activities |
2,290,415.19 | |||
Cash flows from investing activities: |
||||
Proceeds from sale of marketable securities |
1,976.78 | |||
Purchase of fixed assets |
-68,703.29 | |||
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|
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Net cash provided by (used in) investing activities |
-66,726.51 | |||
Cash flows from financing activities: |
||||
Distributions to shareholder, net |
-1,765,188.65 | |||
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Net cash provided by (used in) financing activities |
-1,765,188.65 | |||
Increase on cash-in-hand and bank balances |
458,500.03 | |||
Cash-on-hand and bank balances: |
||||
Beginning of period |
606,922.60 | |||
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End of period |
1,065,422.63 | |||
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3
ATT Advanced Temperature Test Systems GmbH, Martinsried/Germany
Notes to the Financial Statements for the Financial Year ended 31 October 2012
I. | General Notes on the Content and Classification of the Annual Financial Statements |
ATT Advanced Temperature Test Systems GmbH (hereafter referred to as ATT Systems or the Company) develops, project engineers, produces, trades in and sells temperature test systems and components in addition to other related equipment. The Companys activities are performed at rented premises in Martinsried/Germany. The Companys products are sold in Germany and abroad.
The Companys annual financial statements for the financial year from 1 November 2011 to 31 October 2012 have been prepared in compliance with the legal regulations under the German Law on Limited Liability Companies (GmbHG) and the German Commercial Code (HGB) (accounting principles generally accepted in Germany or German GAAP).
The Company is a small limited liability company as defined by Section 267, Paragraph 1 of the German Commercial Code (HGB). The Company took advantage of the reduced disclosure requirements applicable to small limited liability companies. The Company has supplementary included a cash flow statement.
The balance sheet has been prepared according to the general classification format (Section 266, Paragraph 2 and 3 German Commercial Code (HGB)). The income statement has been presented in a nature of expense format (Section 275, Paragraph 2 HGB).
II. | Significant accounting policies |
Fixed assets have been recorded at acquisition or production cost. These assets are amortised or depreciated on a straight-line basis over the estimated useful life.
All raw materials, consumables and supplies have been measured at the lower of cost or market value. Work in progress has been measured at the lower of cost or market value on the basis of direct materials, labour and overhead cost, in accordance with Section 253, Paragraph 1 German Commercial Code (HGB) in connection with Section 255, Paragraph 1 and 2 German Commercial Code (HGB).
Receivables and other assets are recorded at their nominal values.
Securities classified as current assets have been recognised at the lower of acquisition cost or the market value as at the balance sheet date.
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Cash-in-hand and bank balances as well as prepaid expenses are recorded at their nominal values.
The subscribed capital has been recognised at nominal value.
The provisions take into account all identifiable risks and uncertainties, and expected payment obligations. The provisions are recognized at estimated settlement amounts that are determined through reasonable business judgement.
Liabilities have been recognised at settlement value.
Receivables and liabilities denominated in foreign currency have been translated at the rate in effect at the balance sheet date.
III. | Notes on the Balance Sheet |
Receivables and Other Assets
Except for the rent deposit (EUR 15 thousand) all receivables and other assets have a residual term of less than one year.
Under a factoring agreement dated 17 December 2009, the Company undertakes to offer to a factor its trade receivables from selected customers. The factor is obliged to accept the purchase offer to the extent that the receivables concerned are consistent with the agreement. The purchase consideration for the receivables sold is the amount of the accounts receivable. The purchase consideration less a blocked amount of 10 % of the receivable sold is payable by the factor immediately. The blocked amounts are intended to cover the factoring fee, the bank charges, any collection charges and interest for the late payment of the customer (factoring charges) of the factor that are to be reimbursed by the Company. The blocked amounts are due for payment by the factor when the factoring charges were paid by the Company. The risk of non-payment by the customer to the factor is borne by the factor. The receivables due from the factor under the factoring agreement amount to EUR 405 thousand.
The receivables due from the shareholder fully relate to short term loans in the amount of EUR 1.100 thousand plus accrued interest at an agreed interest rate of 6 %.
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Equity
The net retained earnings can be analysed as follows:
EUR | ||||
Retained earnings brought forward as at 1 November 2011 |
2,424,095.58 | |||
Net income for the year 2011/2012 |
0.00 | |||
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|
|||
Net retained earnings as at 31 October 2012 |
2,424,095.58 | |||
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Liabilities
All liabilities have a residual term of less than one year and have been classified as current.
The liabilities due to the shareholder include liabilities that relate to the profit transfer under the existing profit and loss sharing agreement and tax liabilities totalling EUR 1,812 thousand and EUR 62 thousand, respectively.
Contingent Liabilities and Other Financial Commitments
The contingent liabilities as defined under Section 251 German Commercial Code (HGB) relate to the following:
The Company pledged on 3 August 2007 certain industrial rights and licensee rights to UniCredit Bank AG, Munich/Germany to secure a bank loan granted to the parent Company when it acquired all shares of ATT Systems (acquisition loan agreement dated 2 August 2007).
No provision has been recognized with respect to the aforementioned contingency, as management do not consider it probable that a loss will arise.
The other financial commitments are not disclosed in accordance with Section 288 Sentence 1 German Commercial Code (HGB).
IV. | Other Disclosures |
Consolidated Financial Statements
The Company is included, as a consolidated subsidiary, in the voluntarily prepared consolidated financial statements of ATT Holding GmbH (the Parent Company) whose registered office is in Martinsried/Germany.
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Single-entity Relationship
Under a profit and loss sharing agreement concluded with the Parent Company, the Companys net income for each reporting period is fully transferred to the Parent Company.
Members of Management
Mr Markus Eibl, Diplom-Ingenieur (diploma in engineering), Munich/Germany; Mr Markus Kindler, B.Sc. Electrical Eng., Munich/Germany.
V. | Subsequent Events |
On 1 October 2013, Cascade Microtech, Inc., a company incorporated in the United States of America, acquired all of the outstanding shares of the Company pursuant to an agreement with ATT Holding GmbH (the Parent Company).
In connection with the acquisition of the Company by Cascade Mircotech, Inc., the Company, the Parent Company and UniCredit Bank AG, Munich/Germany terminated the existing agreement dated 3 August 2007 in which the Company had pledged certain industrial rights and licensee rights to UniCredit Bank AG to secure a loan of the Parent Company.
The Companys fiscal year end was changed to 1 October 2013. The fiscal year 2012/2013 has a stub period from 1 November 2012 to 1 October 2013 (11 months). Additionally, on 1 October 2013, in connection with the acquisition of the Company by Cascade Mircotech, Inc., the Company and the Parent Company agreed in a settlement agreement to offset the Companys loans and claims due from the Parent as of that date amounting to EUR 2.949 thousand against the Companys liability resulting from the obligation to transfer the profits of the stub period from 1 November 2012 to 1 October 2013 to the Parent Company amounting to EUR 3.058 thousand as of that date and to settle the remaining difference upon adoption of the annual financial statements as of 1 October 2013 in cash. The profit and loss sharing agreement was terminated with effect after the profit transfer.
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VI. | Summary of differences between German GAAP and US generally accepted accounting principles (US GAAP) |
The financial statements of the Company have been prepared in accordance with German GAAP which differ in certain significant respects from US GAAP. The effects of the application of US GAAP to the shareholders equity and net income are set forth in the table below:
Reconciliation of net income:
Year ended 31 October 2012 EUR |
||||
Net income for the financial year in accordance with German GAAP |
0.00 | |||
US GAAP reconciliation adjustments |
||||
Reversal of profit transferred under profit transfer agreement |
1,812,184.90 | |||
Taxes on income on reversal of profit transferred to Parent Company |
-478,346.08 | |||
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|
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Net income in accordance with US GAAP |
1,333,838.82 | |||
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Reconciliation of shareholders equity:
31 October 2012 EUR |
||||
Shareholders equity in accordance with German GAAP |
2,674,095.58 | |||
US GAAP reconciliation adjustments |
||||
Net income for the year |
1,333,838.82 | |||
Distribution to shareholder |
-1,812,184.90 | |||
Retained earnings bought forward |
478,346.08 | |||
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Shareholders equity in accordance with US GAAP |
2,674,095.58 | |||
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Notes to the reconciliation of net income and shareholders equity in accordance with German GAAP and US GAAP:
1. | Profits transferred under profit and loss sharing agreement |
Under German GAAP, net income for the financial year is determined after taking into consideration the impact of the profit transfer agreement concluded with the Parent Company. Under US GAAP, profits transferred to the parent Company under the profit transfer arrangement represent an appropriation of profits (akin to a dividend) rather than an income statement line item. The related receivables from the shareholder are recorded as a reduction of equity to reflect the distribution to the shareholder and are netted against the liabilities to the shareholder.
2. | Taxes on income |
As the Company and its Parent Company form a tax group under German tax law, income taxes are calculated and recorded on the level of the consolidated Parent Company. Consequently, in accordance with German GAAP, taxes on income were Nil.
8
Under US GAAP, an allocation of income tax expenses on a systematic, rational, and consistent basis amongst members of a consolidated group is required. The allocation of income tax expenses is based on the separate return method (which is an acceptable method under US GAAP) using the applicable tax rate of 15.8 % for corporate income tax and 10.5 % for municipal income tax.
No statement of comprehensive income is included as there is no material activity in comprehensive income.
Martinsried/Germany, 21 November 2013
The Managing Directors
Markus Eibl | Markus Kindler |
9
INDEPENDENT AUDITORS REPORT
To the management of ATT Advanced Temperature Test Systems GmbH, Martinsried/Germany
We have audited the accompanying balance sheet of ATT Advanced Temperature Test Systems GmbH, Martinsried (the Company) as of 31 October 2012, and the related statements of income and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free 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 effectiveness of the Companys 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 audit provides a reasonable basis for our opinion.
These financial statements have been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X. Accordingly no comparative financial information is presented. In our opinion, disclosure of comparative financial statements and related information is required by accounting principles generally accepted in Germany. The omission of comparative financial statements and related information results in an incomplete presentation of the financial statements.
In our opinion, except for the omission of comparative financial statements and related information as discussed in the preceding paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 October 2012, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in Germany.
Accounting principles generally accepted in Germany vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note VI to the financial statements.
/s/ Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft
Munich/Germany, 21 November 2013
10