UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2011 (August 15, 2011)

 

0-16211

(Commission File Number)

 

DENTSPLY International Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

39-1434669

(State of Incorporation)

 

(IRS Employer Identification No.)

 

221 West Philadelphia Street,

 

 

York, Pennsylvania

 

17405-0872

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (717) 845-7511

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01 - Other Events

 

On June 22, 2011, DENTSPLY International Inc. (the “Company”) announced that it had entered into an agreement dated as of June 21, 2011 with Astra Tech International AB relating to the acquisition (the “Acquisition”) by the Company of the entire issued share capital of Astra Tech AB (“Astra Tech”) for $1.785 billion.  Astra Tech is indirectly owned by AstraZeneca PLC.

 

Furnished as Exhibit 99.1 and incorporated herein by reference are the audited consolidated statements of financial position of Astra Tech as of December 31, 2010 and 2009 and the related audited consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2010.

 

Furnished as Exhibit 99.2 and incorporated herein by reference are the unaudited consolidated statements of financial position of Astra Tech as of June 30, 2011 and December 31, 2010 and the related unaudited consolidated statements of comprehensive income, changes in equity and cash flows for each of the six month periods ended June 30, 2011 and 2010.

 

Furnished as Exhibit 99.3 and incorporated herein by reference are the unaudited pro forma combined financial statements of the Company for the year ended December 31, 2010 and as of and for the six months ended June 30, 2011. The pro forma combined financial statements give pro forma effect to the pending Acquisition and certain related financing transactions as if the Acquisition and related financing transactions had occurred on the first day of the earliest period presented in the case of the pro forma combined statements of operations and as of the balance sheet date in the case of the pro forma combined balance sheet. The pro forma combined financial statements are derived from the historical financial statements of the Company and Astra Tech. The pro forma combined financial statements, which have been prepared in connection with the proposed financing transactions, are preliminary and reflect a number of assumptions, including, among others, that the Acquisition and the proposed financing transactions will be consummated. There can be no assurance that any of such transactions will be consummated or that the actual terms of such transactions will not differ materially from the Company’s current expectations.

 

Item 9.01 - Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit
Number

 

Description

 

 

 

23.1

 

Consent of KPMG AB.

99.1

 

Audited consolidated financial statements of Astra Tech AB as of December 31, 2010 and 2009 and the related audited consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2010

99.2

 

Unaudited consolidated financial statements of Astra Tech AB as of June 30, 2011 and December 31, 2010 and the related unaudited consolidated statements of comprehensive income, changes in equity and cash flows for each of the six month periods ended June 30, 2011 and 2010.

99.3

 

Unaudited Pro Forma Combined Financial Statements of the Company.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

DENTSPLY International Inc.

 

 

 

 

 

By:

/s/ Deborah M. Rasin

 

 

Deborah M. Rasin

 

 

Vice President, Secretary & General Counsel

Date: August 15, 2011

 

 

3


Exhibit 23.1

 

CONSENT OF INDEPENDENT AUDITOR

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-167410, 333-101548 and 333-56093) of DENTSPLY International Inc. of our audit report dated August 11, 2011, with respect to the consolidated statements of financial position of Astra Tech AB and subsidiaries as of December 31, 2010 and 2009 and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2010, which appears in this Current Report on Form 8-K of DENTSPLY International Inc., dated August 15, 2011.

 

Stockholm, August 15, 2011

KPMG AB

/s/ Björn Flink

 

Björn Flink

Partner

 

1


Exhibit 99.1

 

Independent Auditor’s Report — Astra Tech Group

 

To the Board of Directors of Astra Tech AB

 

We have audited the accompanying consolidated financial statements of financial position of Astra Tech AB and subsidiaries (“Astra Tech”) as of 31 December, 2010 and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended 31 December, 2010. These consolidated financial statements are the responsibility of Astra Tech’s management. Our responsibility is to express an opinion on these consolidated 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 from 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 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astra Tech as of 31 December 2010 and 31 December 2009 and the results of its operations and its cash flows for each the years in the two-year period ended 31 December, 2010 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

Gothenburg, 11 August 2011

 

KPMG AB

 

 

/s/ B. Flink

 

Björn Flink

 

Authorized Public Accountant

 

 



 

Astra Tech Group

 

Consolidated financial statements

 

for the financial period 1 January 2010 - 31 December 2010

 

2



 

Contents

 

 

Page

 

 

Consolidated Statement of Comprehensive Income

4

 

 

Consolidated Statement of Financial Position at 31 December

5

 

 

Consolidated Statement of Changes in Equity

7

 

 

Consolidated Statement of Cash Flows

8

 

 

Accounting Policies

9

 

 

Notes to the Financial Statements

14

 

3



 

Consolidated Statement of Comprehensive Income for the year ended 31 December

 

 

 

 

 

2010

 

2009

 

 

 

Note

 

MSEK

 

MSEK

 

 

 

 

 

 

 

 

 

Revenue

 

1.4

 

3,871

 

3,857

 

Cost of sales

 

 

 

-1,208

 

-1,163

 

Gross profit

 

 

 

2,663

 

2,694

 

Distribution costs

 

18.19

 

-140

 

-141

 

Research and development costs

 

18.19

 

-181

 

-171

 

Selling, general and administrative costs

 

18.19

 

-1,843

 

-1,858

 

Operating profit

 

 

 

499

 

523

 

Financial income

 

2

 

10

 

8

 

Financial expense

 

2

 

-13

 

-8

 

Profit before tax

 

 

 

496

 

523

 

Taxation

 

3

 

-100

 

-140

 

NET PROFIT FOR THE PERIOD

 

4

 

396

 

383

 

 

 

 

 

 

 

 

 

Other Comprehensive Income:

 

 

 

 

 

 

 

Foreign exchange arising on consolidation

 

 

 

-108

 

-51

 

Defined benefit plan actuarial gains/losses for the period

 

 

 

-7

 

37

 

Income tax relating to components of other comprehensive income

 

3

 

2

 

-11

 

Other Comprehensive Income for the period, net of tax

 

 

 

-113

 

-25

 

Total Comprehensive Income for the period

 

 

 

283

 

358

 

 

 

 

 

 

 

 

 

Profit attributable to:

 

 

 

 

 

 

 

Owners of the Parent

 

 

 

396

 

383

 

 

 

 

 

 

 

 

 

Total Comprehensive Income attributable to:

 

 

 

 

 

 

 

Owners of the Parent

 

 

 

283

 

358

 

 

4



 

Consolidated Statement of Financial Position at 31 December

 

 

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

 

 

Note

 

MSEK

 

MSEK

 

MSEK

 

 

 

 

 

 

 

 

 

 

 

Assets

 

13

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

5

 

966

 

998

 

950

 

Goodwill

 

6

 

62

 

62

 

62

 

Other intangible assets

 

7

 

811

 

910

 

1,033

 

Deferred tax assets

 

3

 

61

 

63

 

77

 

Other Long term receivables

 

 

 

18

 

9

 

9

 

Receivables from group companies

 

 

 

1

 

1

 

1

 

 

 

 

 

1,919

 

2,043

 

2,132

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Inventories

 

8

 

327

 

361

 

413

 

Trade and other receivables

 

9

 

694

 

758

 

832

 

Income tax receivables

 

 

 

0

 

0

 

18

 

Receivables from group companies

 

12

 

29

 

0

 

0

 

Cash and cash equivalents

 

10

 

1,200

 

759

 

539

 

 

 

 

 

2,250

 

1,878

 

1,802

 

Total assets

 

 

 

4,169

 

3,921

 

3,934

 

 

5



 

Consolidated Statement of Financial Position at 31 December

 

 

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

 

 

Note

 

MSEK

 

MSEK

 

MSEK

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

13.14

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

 

15

 

605

 

577

 

643

 

Borrowings

 

11

 

0

 

0

 

23

 

Income tax liabilities

 

 

 

19

 

14

 

0

 

Liabilities to group companies

 

12

 

0

 

16

 

92

 

 

 

 

 

624

 

607

 

758

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Employee benefits

 

17

 

250

 

229

 

256

 

Deferred tax liabilities

 

3

 

318

 

390

 

419

 

Liabilities to group companies

 

11

 

1,035

 

1,035

 

1,200

 

 

 

 

 

1,603

 

1,654

 

1,875

 

Total liabilities

 

 

 

2,226

 

2,261

 

2,632

 

Net assets

 

 

 

1,943

 

1,660

 

1,302

 

 

 

 

 

 

 

 

 

 

 

Equity

 

16

 

 

 

 

 

 

 

Capital and reserves attributable to equity holders of the Company

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

1

 

1

 

1

 

Translation reserve

 

 

 

-67

 

41

 

92

 

Retained earnings

 

 

 

2,009

 

1,618

 

1,209

 

Total Equity

 

 

 

1,943

 

1,660

 

1,302

 

 

6



 

Consolidated Statement of Changes in Equity for the year ended 31 December

 

MSEK

 

Note

 

Share
capital

 

Translation
reserve

 

Retained
earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2009

 

16

 

1

 

92

 

1,209

 

1,302

 

Profit for the period

 

 

 

 

 

 

 

383

 

383

 

Defined benefit plan actuarial gains for the period, net of tax

 

 

 

 

 

 

 

26

 

26

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange rate differences arising on translation of foreign operations

 

 

 

 

 

-51

 

 

 

-51

 

Total comprehensive income for the year

 

 

 

 

 

-51

 

409

 

358

 

At 31 December 2009

 

 

 

1

 

41

 

1,618

 

1,660

 

Profit for the period

 

 

 

 

 

 

 

396

 

396

 

Defined benefit plan actuarial losses 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

 

 

7



 

Consolidated Statement of Cash Flows for the year ended 31 December

 

 

 

 

 

2010-12-31

 

2009-12-31

 

 

 

Note

 

MSEK

 

MSEK

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

Profit before tax

 

 

 

496

 

523

 

Financial income and expense

 

2

 

3

 

0

 

Depreciation, amortisation and impairment

 

 

 

222

 

183

 

(Increase)/decrease in trade and other receivables

 

 

 

-37

 

60

 

(Increase)/decrease in inventories

 

 

 

-9

 

24

 

Increase/(decrease) in trade and other payables and provisions

 

 

 

113

 

-106

 

Other non-cash movements

 

 

 

52

 

48

 

Cash generated from operations

 

 

 

840

 

732

 

Interest paid

 

 

 

-2

 

0

 

Income tax paid

 

 

 

-150

 

-110

 

Net cash inflow from operating activities

 

 

 

688

 

622

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Deposits paid

 

 

 

-8

 

1

 

Purchase of property, plant and equipment

 

 

 

-142

 

-183

 

Purchase of intangible assets

 

 

 

0

 

-2

 

Interest received

 

 

 

8

 

6

 

Net cash outflow from investing activities

 

 

 

-142

 

-178

 

Net cash inflow/(outflow) before financing activities

 

 

 

546

 

445

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Repayment of loans

 

 

 

0

 

-165

 

Repayment of short term borrowings

 

 

 

0

 

-23

 

Change in employee benefits

 

 

 

-7

 

-16

 

Net cash (outflow)/inflow from financing activities

 

 

 

-7

 

-204

 

Net increase/(decrease) in cash and cash equivalents in the period

 

 

 

539

 

240

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

 

 

759

 

539

 

Exchange rate effects

 

 

 

-98

 

-20

 

Cash and cash equivalents at the end of the period

 

10

 

1,200

 

759

 

 

8



 

Accounting Policies

 

General information

 

Astra Tech AB is a limited company incorporated in Sweden. Its parent and utlimate holding company is Astra Zeneca Plc (org.nr. 2723534) which reside in Great Britain.

 

Basis of accounting and preparation of financial information

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standard Board. The consolidated financial statements have been prepared under the historical cost basis, modified to include revaluation to fair value of certain financial instruments.

 

Accounting standards and interpretations effective in the current year

 

This is the first time the Company prepares consolidated financial statements.

 

The Company has applied the revised IFRS 3 ‘Business Combinations’, issued in January 2008 and effective for acccounting periods beginning on or after 1 July 2009. The standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with some contingent payments subsequently re-measured at fair value through income. Goodwill may be calculated based on the parent’s share of net assets or it may also include goodwill related to the non-controlling interest. All transaction cost will be expensed. The revised standard has had no impact on the Group’s profit for the period, net assets or cash flows since no investments in subsidiaries have been made during 2010.

 

An amendment to IAS 27 ‘Consolidated and Separate Financial Statements’ issued during 2008 require changes in ownership interests in a subsidiary, while maintaining control, to be recognised as an equity transaction. If control of a subsidiary is lost, any retained interest is measured at fair value with the gain or loss recognised in profit. The amendment was effective for accounting periods beginning on or after 1 July 2009 and have not had an impact upon the net results, net assets or disclosures of AstraTech during 2010.

 

An amendment to IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’ was issued in May 2008 and provides clarification that assets and liabilities of a subsidiary should be classified as held for sale if the Parent is committed to a plan involving loss of control of the subsidiary, regardless of whether the entity will retain a non-controlling interest after the sale. The amendment is effective for accounting periods beginning on or after 1 July 2009 and have not had a significant impact upon the net results, net assets or disclosures of AstraTech.

 

The amendments to IAS 1 Presentation of Financial Statements clarify that the potential settlement of a liability by the issue of equity is not relevant to its classification as current or noncurrent. Since the group does not have any convertible notes issued the amendment have had no effect on the amounts reported during the year.

 

Amendments to IAS 7 Statement of Cash Flows specify that only expenditures that result in a recognised asset in the statement of financial position can be classified as investing activities in the statement of cash flows.  The amendment have had no effect on the amounts reported during the year.

 

Amendments to IFRS 7 Financial Instruments - Disclosures clarify the required level of disclosures about credit risk and collateral held and provide relief from disclosures previously required regarding renegotiated loans. The Group has applied the amendments.

 

The amendment to IAS 39 ‘Financial Instruments: Recognition and Measurement - Eligible Hedged Items’ deals with two situations where diversity in practice exists on the designation of inflation as a hedged risk and the treatment of ‘one-sided’ risks on hedged items. The amendment is effective for accounting periods beginning on or after 1 July 2009. The amendment have not had a significant impact upon the net results, net assets or disclosures of AstraTech.

 

IFRIC 17 Distributions of Non-cash Assets to Owners provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as dividends to its shareholders. The guidance has had no impact on the Group’s financial statements since no such distributions have occured.

 

IFRIC 18 Transfers of Assets from Customers addresses the accounting by recipients for transfers of property, plant and equipment from ‘customers’ and concludes that when the item of property, plant and equipment transferred meets the definition of an asset from the perspective of the recipient, the recipient should recognise the asset at its fair value on the date of the transfer, with the credit being recognised as revenue in accordance with IAS 18 Revenue. The guidance has had no impact on the Group’s financial statements since no such transfers have occured.

 

Amendments to IFRS 2 Share-based Payment — Group Cash-settled Share-based Payment Transactions clarify the scope of IFRS 2, as well as the accounting for group cash-settled share-based payment transactions in the separate (or individual) financial statements of an entity receiving the goods or services when another group entity or shareholder has the obligation to settle the award.  Since no share based payments exists the amendment has had no impact on the Group.

 

Other new and amended IFRS standards and IFRIC interpretations have had no effect on the consolidated financial statements.

 

9



 

Functional currency and presentation currency

 

The Consolidated Financial Statements are presented in Swedish krona, which is the Parent Company’s functional currency as well as the group’s presentation currency.

 

Estimates and judgements

 

The preparation of the Consolidated Financial Statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements, the accounting principles and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Astra Tech’s management considers the following to be the most important accounting principles in the context of the Group’s operations.

 

The accounting principle descriptions set out the areas where judgement needs exercising, the most significant of which are business combinations and goodwill, litigation, employee benefits and taxation.

 

Further information on critical judgements made in applying accounting policies, including details of significant methods and assumptions used, is included in Notes 6, 7, 14 and 17. The financial risk management policies are detailed in Note 13.

 

Revenue

 

Revenue is measured at the fair value of the consideration received or receivable, net of sales taxes, goods returned, discounts and other similar deductions.  Revenue is recognised when recovery of the consideration is considered probable and the revenue and associated costs can be measured reliably.

 

Goods sold

 

Revenue from goods sold is recognised when the significant risks and rewards of the ownership have been transferred to the buyer.

 

Research and development

 

Research expenditure is recognised in the year in which it is incurred.

 

Internal development expenditure is capitalised only if it meets the recognition criteria of IAS 38 ‘Intangible Assets’. Where regulatory and other uncertainties are such that the criteria are not met the expenditure is recognised in profit and this is almost invariably the case prior to approval of the product by the relevant regulatory authority. Where, however, recognition criteria are met, intangible assets are capitalised and amortised on a straight-line basis over their useful lives from product launch. As at 31 December 2010, no amounts have met recognition criteria.

 

Payments to in-license products and compounds from external third parties, generally taking the form of up-front payments and milestones, are capitalised. These assets are amortised, generally on a straight-line basis, over their useful lives from product launch.

 

Business combinations and goodwill

 

Business combinations are accounted for using the purchase method. Goodwill is initially measured at cost being the excess of the costs of the business combination above the Group’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date, irrespective of any non-controlling interests. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for with equity. Otherwise, subsequent changes to the fair value of contingent consideration are recognised in profit or loss.

 

The excess of the costs of the acquisition above the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the costs of the acquisition are less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in profit or loss.

 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is allocated from the acquisition date to each of the Group’s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

 

Acquisitions made before 1 January 2004 have not been recalculated. Business combinations that took place between 1 January 2004 and 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.

 

10



 

Employee benefits

 

The Group accounts for pensions and other employee benefits under IAS 19 ‘Employee Benefits’. In respect of defined benefit plans, obligations are measured at discounted present value whilst plan assets are measured at fair value. The operating and financing costs of such plans are recognised separately in profit; current service costs are spread systematically over the lives of employees and financing costs are recognised in full in the periods in which they arise. Actuarial gains and losses are recognised immediately in other comprehensive income.

 

Where the calculation results in a benefit to the Group, the recognised asset is limited to the present value of any available future refunds from the plan or reductions in future contributions to the plan. Payments to defined contribution plans are recognised as they fall due.

 

Taxation

 

The current tax payable is based on taxable profit for the year. Taxable profit differs from reported profit because it excludes items that are never taxable or tax deductible. The Group’s current tax assets and liabilities are calculated using tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the asset can be utilised. This requires judgements to be made in respect of the availability of future taxable income.

 

The Group’s deferred tax assets and liabilities are calculated using tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted by the reporting date.

Accruals for tax contingencies require management to make judgements and estimates of ultimate exposures in relation to tax audit issues. Tax benefits are not recognised unless the tax positions will probably be sustained. Once considered to be probable, management reviews each material tax benefit to assess whether a provision should be taken against full recognition of that benefit on the basis of potential settlement through negotiation and/or litigation. All provisions are included in current liabilities. Any recorded exposure to interest on tax liabilities is provided for in the tax charge.

 

Property, plant and equipment

 

The Group’s policy is to depreciate the difference between the cost of each item of property, plant and equipment and its residual value systematically over its estimated useful life. Assets under construction are not depreciated.

 

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear. Under this policy it becomes impractical to calculate average asset lives exactly. However, the total lives range from approximately 25 years for buildings, and three to ten years for plant and equipment. All items of property, plant and equipment are tested for impairment when there are indications that the carrying value may not be recoverable. Any impairment losses are recognised immediately.

 

Leases

 

Rentals under operating leases are charged to profit on a straight-line basis over the term of the lease.

 

Subsidiaries

 

A subsidiary is an entity controlled, directly or indirectly, by AstraTech AB. Control is regarded as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

The financial results of subsidiaries are consolidated from the date control is obtained until the date that control ceases.

 

Inventories

 

Inventories are stated at the lower of cost and net realisable value. The first in, first out method of valuation is used. For finished goods and work in progress, cost includes directly attributable costs and certain overhead expenses based on normal capacity. Selling expenses and certain other overhead expenses (principally central administration costs) are excluded. Net realisable value is determined as estimated selling price less all estimated costs of completion and costs to be incurred in selling and distribution.

 

Write-downs of inventory occur in the general course of business and are recognised in cost of sales.

 

11



 

Financial instruments

 

The Group’s financial instruments include:

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash in hand, current balances with banks and current balances in Astra Zeneca treasury and are held at amortised cost.

 

Trade and other receivables

 

Trade and other receivables are recognised initially at fair value including transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest rate method, less any impairment losses.

 

The expected terms of accounts receivable is short, which is why the amount is reported at nominal value without discounting. Accounts receivables are expected to be received after deductions for impairment losses. Any impairment of accounts receivables is recogniced in operating expenses.Trade and other receivables are classified as “loans and receivables”.

 

Trade and other payables

 

Trade and other payables are recognised initially at fair value including transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest rate method.

 

The expected term of accounts payables is short, which is why the liability is recognised at nominal value without discounting. Trade and other payables are classified as “other financial liabilites”.

 

Borrowings

 

Loans are initially measured at fair value (including direct transaction costs) and are subsequently remeasured to amortised cost using the effective interest rate method at each reporting date.

 

Foreign currencies

 

Foreign currency transactions, being transactions denominated in a currency other than an individual Group entity’s functional currency, are translated into the relevant functional currencies of individual Group entities at average rates for the relevant monthly accounting periods, which approximate to actual rates.

 

Monetary assets, arising from foreign currency transactions, are retranslated at exchange rates prevailing at the reporting date. Exchange gains and losses on loans and on short-term foreign currency borrowings and deposits are included within finance expense. Exchange differences on all other foreign currency transactions are taken to operating profit in the individual Group entity’s accounting records.

 

Non-monetary items arising from foreign currency transactions are not retranslated in the individual Group entity’s accounting records.

 

In the Consolidated Financial Statements, income and expense items for Group entities with a functional currency other than Swedish krona, are translated into Swedish krona at average exchange rates, which approximate to actual rates, for the relevant accounting periods. Assets and liabilities are translated at the SEK exchange rates prevailing at the reporting date. Exchange differences arising on consolidation are taken in other comprehensive income and recognised in the translation reserve.

 

Exchange differences arising on retranslation of net investments in subsidiaries are taken in other comprehensive income and recognised in the translation reserve in the Consolidated Financial Statements. Gains and losses accumulated in the translation reserve will be recycled to profit when the foreign operation is sold.

 

Provisions

 

Through the normal course of business, AstraTech is involved in legal disputes, the settlement of which may involve cost to the Group. Provision is made where an adverse outcome is probable and associated costs, including related legal costs, can be estimated reliably. In other cases, appropriate disclosures are included.

 

Where it is considered that the Group is more likely than not to prevail, legal costs involved in defending the claim are charged to profit as they are incurred.

 

Where it is considered that the Group has a valid contract which provides the right to reimbursement (from insurance or otherwise) of legal costs and/or all or part of any loss incurred or for which a provision has been established, the best estimate of the amount expected to be received is recognised as an asset.

 

Impairment

 

The carrying value of non-financial assets, other than inventories and deferred tax assets, are reviewed at least annually to determine whether there is any indication of impairment. For goodwill, intangible assets under development and for any other assets where such indication exists, the asset’s recoverable amount is estimated based on the greater of its value in use and its fair value less cost to sell. In assessing value in use, the estimated future cash flows, adjusted for the risks specific to each asset, are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the general risks affecting the medical devices industry. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash flows of other assets. Impairment losses are recognised in profit.

 

12



 

Contingent liabilities and contingent assets

 

Contingent liabilities are commitments not recognised as liabilities/provisions either because it is unlikely that an outflow of resources will be required to regulate the commitment or because it is not possible to make a reliable estimate of the amount. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying economic benefits is remote.

 

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised. A contingent asset is disclosed where an inflow of economic benefits is probable.

 

Accounting standards and interpretations issued but not yet adopted

 

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:

 

Amendments to IFRS 7 - Disclosures, Transfers of Financial Assets (effective for annual periods beginning on or after 1 July 2011)

 

IFRS 9 (as amended in 2010) - Financial Instruments (effective for annual periods beginning on or after 1 January 2013)

 

IAS 24 (revised in 2009) - Related Party Disclosure (effective for annual periods beginning on or after 1 January 2011)

 

Amendments to IAS 32 - Classification of Rights Issues (effective for annual periods beginning on or after 1 February 2010)

 

Amendments to IFRIC 14 - Prepayments of a Minimum Funding Requirement (effective for annual periods beginning on or after 1 January 2011)

 

IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 July 2010)

 

The impact of these new and revised IFRSs are not reasonably estimable.

 

13



 

Notes to the Financial Statements

(all in MSEK if not otherwise stated)

 

Note 1 Product revenue information

 

 

 

2010

 

2009

 

Net sales per line of business are allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

Revenue from the sale of goods

 

3,871

 

3,857

 

Total

 

3,871

 

3,857

 

 

Note 2 Finance income and expense

 

 

 

2010

 

2009

 

Finance income

 

 

 

 

 

Returns on cash at bank and in hand and short term deposits in Astra Zeneca treasury

 

8

 

6

 

Expected return on post-employment defined benefit plan assets

 

1

 

2

 

Total

 

10

 

8

 

 

 

 

2010

 

2009

 

Finance expense

 

 

 

 

 

Interest on overdrafts and other financing costs

 

-2

 

0

 

Interest on post-employment defined benefit plan liabilities

 

-11

 

-8

 

Total

 

-13

 

-8

 

 

 

 

 

 

 

Net finance expense/income

 

-3

 

0

 

 

Note 3 Taxation

 

Taxation recognised in the profit for the period in the consolidated statement of comprehensive income is as follows:

 

 

 

2010

 

2009

 

Current tax expense

 

 

 

 

 

Current year

 

152

 

140

 

Adjustment for prior years

 

3

 

2

 

 

 

155

 

143

 

Deferred tax income/expense

 

 

 

 

 

Origination and reversal of temporary differences

 

-24

 

-1

 

Adjustment to prior years

 

-31

 

-1

 

 

 

-55

 

-2

 

Taxation recognised in the profit for the period

 

100

 

140

 

 

Taxation relating to components of other comprehensive income is as follows:

 

 

 

2010

 

2009

 

Current and deferred tax

 

 

 

 

 

Foreign exchange arising on consolidation

 

0

 

0

 

Actuarial loss for the period

 

2

 

-11

 

Taxation relating to components of other comprehensive income

 

2

 

-11

 

 

Taxation has been provided at current rates on the profits earned for the periods covered by the Group Financial Statements. The 2010 and 2009 prior period current tax adjustments relate mainly to tax accrual to tax adjustments. The 2010 and 2009 prior year deferred tax adjustments relate to tax accrual to tax return adjustments and the recognition of previously unrecognised deferred tax assets related to losses credits forward.

 

14



 

Factors affecting future tax charges

 

As a Group involved in worldwide operations, AstraTech is subject to several factors that may affect future tax charges, principally the levels and mix of profitability in different jurisdictions, transfer pricing regulations and tax rates imposed.

 

Tax reconciliation to Swedish statutory rate

 

The table shown below reconciles the Swedish statutory tax charge to the Group’s total tax charge:

 

 

 

2010

 

2009

 

Profit before tax

 

496

 

523

 

Notional taxation charge at corporation tax rate of 26,3%

 

130

 

138

 

Differences in effective overseas tax rates

 

9

 

3

 

Benefits from previously unrecognised deferred tax assets

 

-47

 

-10

 

Items not deductible for tax purposes

 

6

 

8

 

Items not chargeable for tax purposes

 

-2

 

-1

 

Adjustments in respect of prior periods

 

3

 

2

 

Total tax for the year

 

100

 

140

 

 

Deferred tax and tax related to other comprehensive income

 

Deferred tax assets and liabilities and the movements during the year, before offset of balances within countries, are as follows:

 

 

 

Intangible
assets

 

Pension and
post-
retirement
benefits

 

Untaxed
reserves

 

Other (mainly
accrued
expenses &
inventory)

 

Losses and
tax credits
carried
forward

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets at 1 January 2009

 

0

 

33

 

0

 

40

 

4

 

77

 

Deferred tax liabilities at 1 January 2009

 

-365

 

0

 

-54

 

0

 

 

 

-419

 

Net deferred tax balance at 1 January 2009

 

-365

 

33

 

-54

 

40

 

4

 

-342

 

Taxation expense

 

21

 

2

 

-14

 

-6

 

0

 

3

 

Other comprehensive income

 

-1

 

-10

 

0

 

0

 

0

 

-11

 

Exchange

 

24

 

-1

 

0

 

0

 

0

 

23

 

Net deferred tax balance at 31 December 2009

 

-321

 

24

 

-68

 

34

 

4

 

-327

 

Deferred tax assets at 31 December 2009

 

0

 

25

 

0

 

34

 

3

 

63

 

Deferred tax liabilities at 31 December 2009

 

-321

 

-1

 

-68

 

0

 

0

 

-390

 

Net deferred tax balance at 31 December 2009

 

-321

 

24

 

-68

 

34

 

3

 

-327

 

Taxation expense

 

19

 

-1

 

7

 

-2

 

32

 

55

 

Other comprehensive income

 

0

 

2

 

0

 

0

 

0

 

2

 

Exchange

 

15

 

-1

 

0

 

0

 

-1

 

13

 

Net deferred tax balance at 31 December 2010

 

-287

 

24

 

-61

 

32

 

34

 

-257

 

Deferred tax assets at 31 December 2010

 

0

 

26

 

0

 

32

 

34

 

92

 

Deferred tax liabilities at 31 December 2010

 

-287

 

-1

 

-61

 

0

 

0

 

-349

 

Net deferred tax balance at 31 December 2010

 

-287

 

24

 

-61

 

32

 

34

 

-257

 

 

Analysed in the Statement of Financial Position, after offset of balances within countries, as:

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Deferred tax assets

 

61

 

63

 

77

 

Deferred tax liability

 

-318

 

-390

 

-419

 

Net deferred tax balance

 

-257

 

-327

 

-342

 

 

Unrecognised deferred tax assets

 

The taxable loss carry forward is MSEK 183 (MSEK 243). Of the losses MSEK 110 expires in 2018 and MSEK 64 in 2026-2029. For MSEK 99 of this, no deferred income taxes recoverable have been reported. Deferred income taxes recoverable concerning losses have been reported at MSEK 34. (MSEK 3) as it is deemed likely that the taxable surplus will be available in future, against with this deficit can be offset.

 

15



 

Note 4 Business area information

 

Business areas

 

The tables below show information by business area. The figures show the revenue and operating profit per business area.

 

Revenue

 

2010

 

2009

 

Dental

 

2,099

 

1,999

 

Urology

 

1,494

 

1,571

 

Surgery

 

278

 

287

 

Total

 

3,871

 

3,857

 

 

Operating profit

 

2010

 

2009

 

Dental

 

187

 

108

 

Urology

 

318

 

408

 

Surgery

 

-6

 

8

 

Total

 

499

 

523

 

 

Note 5 Property, plant and equipment

 

Land and buildings

 

2010-12-31

 

2009-12-31

 

Acquisition value brought forward

 

557

 

530

 

Transfer of assets into use

 

0

 

27

 

Accumulated acquisition values carried forward

 

557

 

557

 

Depreciation brought forward

 

112

 

94

 

Depreciation for year

 

19

 

18

 

Accumulated depreciation carried forward

 

131

 

112

 

Balance at 31 December

 

426

 

445

 

 

Plant and equipment

 

2010-12-31

 

2009-12-31

 

Acquisition value brought forward

 

1,065

 

826

 

Purchases

 

38

 

34

 

Transfer of assets into use

 

46

 

270

 

Sales/disposals

 

-76

 

-51

 

Translation differences

 

-22

 

-14

 

Accumulated acquisition values carried forward

 

1,051

 

1,065

 

Depreciation brought forward

 

540

 

493

 

Impairments

 

17

 

0

 

Sales/disposals

 

-74

 

-46

 

Depreciation for year

 

122

 

100

 

Translation differences

 

-12

 

-7

 

Accumulated depreciation carried forward

 

593

 

540

 

Balance at 31 December

 

458

 

525

 

 

Assets in course of construction

 

2010-12-31

 

2009-12-31

 

Acquisition value brought forward

 

28

 

180

 

Purchases

 

104

 

149

 

Transfer of assets into use

 

-46

 

-297

 

Sales/disposals

 

-3

 

-2

 

Reclassifications

 

-1

 

-2

 

Balance at 31 December

 

82

 

28

 

 

Impairment charges in 2010 were due to machinery taken out of use in production. The costs were recognised in cost of sales.

 

Depreciation charges are recognised in profit as follows:

 

 

 

2010

 

2009

 

 

 

Buildings

 

Plant and
equipment

 

Buildings

 

Plant and
equipment

 

Cost of sales

 

0

 

58

 

0

 

47

 

Research and development

 

0

 

2

 

0

 

2

 

Selling, general and administrative costs

 

19

 

62

 

18

 

51

 

Total depreciations

 

19

 

122

 

18

 

100

 

 

16



 

Note 6 Goodwill

 

 

 

2010-12-31

 

2009-12-31

 

Cost

 

 

 

 

 

At 1 January

 

62

 

62

 

Exchange adjustments

 

0

 

0

 

At 31 December

 

62

 

62

 

 

 

 

 

 

 

Amortisation and impairment losses

 

 

 

 

 

At 1 January

 

0

 

0

 

Exchange adjustments

 

0

 

0

 

At 31 December

 

0

 

0

 

Net book value at 31 December

 

62

 

62

 

 

Goodwill is related to acquistions of subsidiaries in Norway (13mSEK), France (38mSEK) and Italy (11mSEK) (all Marketing units) from Astra Zeneca in 2000 and 2001 and are the cash-generating units (CGU) that goodwill is allocated to for the purpose of impairment testing. The recoverable amount of a unit is determined based on calculated useable value. These calculations use cash flow projections based on financial budgets and forecasts approved by Management covering a 5-year period.

 

Key assumptions used in these calculations include:

 

Gross profit margin between 62,5% – 75%. Cash flow beyond the 5-year period are extrapolated using estimated growth rate of 1,5%. The cash flow has been discounted using a weighted average cost of capital of 13,2% before tax and 12 % after tax. Gross profit margin was determined by Management based on past performance and expectations for market development. The terminal growth rate does not exceed the long-term average growth rate for Dental Implant and Health Care sector. The WACC used are pre-tax and reflect specific risks relating to the relevant cash-generating units.

 

Based on the impairment tests conducted no impairments were recognised.

 

Note 7 Intangibles assets

 

Product, marketing and distribution rights

 

2010-12-31

 

2009-12-31

 

 

 

 

 

 

 

Acquisition value brought forward

 

1,084

 

1,147

 

Purchases

 

0

 

2

 

Reclassifications

 

1

 

2

 

Translation differences

 

-46

 

-67

 

Accumulated acquisition values carried forward

 

1,039

 

1,084

 

Amortisation brought forward

 

173

 

115

 

Amortisation for year

 

63

 

66

 

Translation differences

 

-8

 

-7

 

Accumulated amortisation carried forward

 

228

 

174

 

Balance at 31 December

 

811

 

910

 

 

Amortisation charges are recognised in profit as follows:

 

 

 

2010

 

2009

 

 

 

Product,
marketing
and
distribution
rights

 

Product,
marketing
and
distribution
rights

 

Cost of sales

 

44

 

47

 

Selling, general and administrative costs

 

19

 

19

 

Total amortisation

 

63

 

66

 

 

Amortisation period

 

Product, marketing and distribution rights                                             10-18 years

 

Note 8 Inventory

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Raw materials and consumables

 

66

 

70

 

72

 

Inventories in process

 

77

 

86

 

86

 

Finished goods and goods for re-sale

 

184

 

205

 

255

 

 

 

327

 

361

 

413

 

 

Inventory write-offs during the year amount to 33 SEKm (2009: 20 SEKm).

 

17



 

Note 9 Trade and other receivables

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Amounts due within one year

 

 

 

 

 

 

 

Trade receivables

 

666

 

739

 

806

 

Less: Amounts provided for doubtful debts

 

-30

 

-35

 

-35

 

 

 

 

 

 

 

 

 

Other receivables

 

13

 

12

 

12

 

Prepayments and accrued income

 

44

 

41

 

48

 

 

 

694

 

758

 

832

 

 

 

 

 

 

 

 

 

Provision for doubtful debts

 

 

 

 

 

 

 

Balance at beginning of year

 

35

 

35

 

 

 

Impairment losses recognised

 

-5

 

0

 

 

 

Balance at end of year

 

30

 

35

 

 

 

 

Note 10 Cash and  bank balances

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Cash at bank and in hand

 

238

 

179

 

223

 

Short term deposits within Astra Zeneca treasury

 

963

 

580

 

317

 

Cash and cash equivalents

 

1,200

 

759

 

539

 

Cash and cash equivalents in the cash flow statement

 

1,200

 

759

 

539

 

 

The majority of excess cash within Astra Tech is placed in intercompany current accounts within the AstraZeneca treasury. All means that are placed in these tresury accounts are available for Astra Tech without limitations.

 

Note 11  Interest-bearing loans and borrowings

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Short-term interest-bearing loans

 

0

 

0

 

23

 

 

 

0

 

0

 

23

 

 

 

 

 

 

 

 

 

Long-term non interest-bearing loans

 

1,035

 

1,035

 

1,200

 

 

 

1,035

 

1,035

 

1,200

 

 

Note 12 Receivables and payables to group companies

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Receivables from group companies

 

619

 

616

 

500

 

Payables to group companies

 

-590

 

-632

 

-592

 

Net receivables / net payables (-)

 

29

 

-16

 

-92

 

 

All Astra Tech intercompany sales invoices are assigned to the Astra Zeneca netting centre: the company sending the invoice gets a receivable against the netting centre, the recipient gets a payable. Since credit terms towards the netting centre differ between countries there is always a net balance in the statement of financial position.

 

18



 

Note 13 Financial risk management objectives and policies

 

The Group’s principal financial instruments, comprise loans, cash and short-term deposits. The main purpose of these financial instruments is to manage the Group’s funding and liquidity requirements. The Group has other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

 

The principal financial risks to which the Group is exposed to are those of liquidity, interest rate, foreign currency and credit. Each of these is managed in accordance with management approved policies. These policies are set out below.

 

Capital management

 

The capital structure of the Group consists of shareholders’ equity (Note 17), liabilities to group companies (Note 12) and cash (Note 10). For the foreseeable future, the Board will maintain a capital structure that supports the Group’s strategic objectives through managing funding and liquidity risk. Funding and liquidity risk are reviewed regularly by the Board and managed in accordance with group policies described below.

 

Liquidity risk

 

The Board reviews the Group’s ongoing liquidity risks annually as part of the planning process and on an ad hoc basis. The Board considers short-term requirements against available sources of funding taking into account forecast cash flow. The Group manages liquidity risk by maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements. Specifically, Astra Zeneca cash pool is used to manage liquidity on both short and long term basis.

 

Market risk

 

Interest rate risk

 

The majority of the Group’s cash balances are held with the Astra Zeneca treasury entity with floating rates of interest being earned. The group debt currently consists of liabilities to group companies which is interest free.

 

Foreign currency risk

 

The Group results are presented in SEK and exposures are managed against SEK accordingly.

 

Translational

 

Approximately 90% of Group external sales in 2010 were denominated in currencies other than the SEK, while a significant proportion of manufacturing and research and development costs were denominated in Euro ( EUR) and US dollars (USD). As a result, operating profit and total cash flow in SEK will be affected by movements in exchange rates.

 

The Astra Tech group does not manage its exchange rate risk through hedging. The impact of movements in exchange rates is mitigated significantly by the correlations which exist between the major currencies to which the Group is exposed and the SEK.

 

Transactional

 

The Astra Tech group does not use forward foreign exchange contracts.The transaction exposures that arise from non-local currency sales and purchases by subsidiaries are taken to profit.

 

Credit risk

 

The Group is exposed to credit risk on financial assets, such as cash balances (including short term deposits and cash and cash equivalents) and trade and other receivables.

 

Trade and other receivables

 

Trade receivable exposures are managed locally in the operating units where they arise and credit limits are set as deemed appropriate for the customer. The Group is exposed to customers ranging from government-backed agencies to privately owned companies and the underlying local economic and sovereign risks vary throughout the world. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of specific trade and other receivables where it is deemed that a receivable may not be recoverable. When the debt is deemed irrecoverable, the allowance account is written off against the underlying receivable. The maximum exposure to credit risk for trade receivables and concentrations of credit risk are disclosed in Note 14.

 

Other financial assets

 

The Group may hold significant cash balances as part of its normal operations, with the amount of cash held at any point reflecting the level of cash flow generated by the business and the timing of the use of that cash. The majority of excess cash is centralised within the Astra Zeneca cash pool which is centralized within the Astra Zeneca treasury entity where it is subject to counterparty risk on the principal invested. This risk is at the Astra Zeneca treasury entity mitigated though a policy of prioritising security and liquidity over return, and as such cash is only invested in high credit quality investments. Counterparty limits are by the Astra Zeneca group set according to the assessed risk of each counterparty and exposures are monitored against these limits on a regular basis. The majority of the Astra Zeneca group´s cash is invested in US Treasury bills, US Treasury funds, AAA-rated liquidity funds and short-term bank deposits.

 

19



 

Note 14 Financial instruments

 

Fair values of financial assets and financial liabilities

 

Set out below is a comparison by category of carrying values and fair values of all the Group’s financial assets and financial liabilities at 31 December 2010 , 31 December 2009 and 1 January 2009. None of the financial assets or financial liabilities have been reclassified during the year.

 

 

 

Amortised
cost

 

Total
carrying
value

 

Fair value

 

12/31/2010

 

 

 

 

 

 

 

Cash and bank balances

 

1,200

 

1,200

 

1,200

 

Loans due after more than one year

 

1,035

 

1,035

 

1,035

 

Other financial assets

 

650

 

650

 

650

 

Other financial liabilities

 

255

 

255

 

255

 

 

 

 

 

 

 

 

 

12/31/2009

 

 

 

 

 

 

 

Cash and bank balances

 

759

 

759

 

759

 

Loans due after more than one year

 

1,035

 

1,035

 

1,035

 

Other financial assets

 

716

 

716

 

716

 

Other financial liabilities

 

278

 

278

 

278

 

 

 

 

 

 

 

 

 

1/1/2009

 

 

 

 

 

 

 

Cash and bank balances

 

539

 

539

 

539

 

Loans due after more than one year

 

1,200

 

1,200

 

1,200

 

Other financial assets

 

783

 

783

 

783

 

Other financial liabilities

 

295

 

295

 

295

 

 

Other financial assets represent trade and other receivables (Note 9) excluding prepayments and accrued income. Other financial liabilities represent trade and other payables (Note 15) excluding accruals and deferred income. Loans due after one year represents liabilities to group companies.

 

The methods and assumptions used to estimate the fair values of financial instruments together with their carrying values are as follows:

 

Cash and overdrafts - held on the Statement of Financial Position at amortised costs. Fair value approximates to carrying value.

 

Loans due after more than one year are held at amortised cost.

 

Other financial assets and other financial liabilities - held on the Statement of Financial Position at amortised costs with carrying value being a reasonable approximation of fair value.

 

Liquidity risk

 

The maturity profile of the anticipated future contractual cash flows including interest in relation to the Group’s financial liabilities, on an undiscounted basis is as follows:

 

 

 

Other loans

 

Trade and
other
payables

 

Total

 

Within one year

 

0

 

255

 

255

 

In one to two years

 

0

 

0

 

0

 

In two to three years

 

0

 

0

 

0

 

In three to four years

 

0

 

0

 

0

 

In four to five years

 

0

 

0

 

0

 

In more than five years

 

1,035

 

0

 

1,035

 

2010-12-31

 

1,035

 

255

 

1,290

 

 

 

 

Other loans

 

Trade and
other
payables

 

Total

 

Within one year

 

0

 

278

 

278

 

In one to two years

 

0

 

0

 

0

 

In two to three years

 

0

 

0

 

0

 

In three to four years

 

0

 

0

 

0

 

In four to five years

 

0

 

0

 

0

 

In more than five years

 

1,035

 

0

 

1,035

 

2009-12-31

 

1,035

 

278

 

1,313

 

 

 

 

Other loans

 

Trade and
other
payables

 

Total

 

Within one year

 

0

 

295

 

295

 

In one to two years

 

0

 

0

 

0

 

In two to three years

 

0

 

0

 

0

 

In three to four years

 

0

 

0

 

0

 

In four to five years

 

0

 

0

 

0

 

In more than five years

 

1,200

 

0

 

1,200

 

2009-01-01

 

1,200

 

295

 

1,495

 

 

It is not expected that the cash flows in the maturity profile could occur significantly earlier or at significantly different amounts.

 

20



 

Market risk

 

Interest rate risk

 

Out of the group cash balance floating rate interest was received on 1 200 MSEK in 2010, on 759 MSEK in 2009 and on 539 MSEK at 2009-01-01. In addition to the cash balances there are 650 MSEK at 2010-12-31, 716 MSEK at 2009-12-31 and 783 MSEK at 2009-01-01 of other current and non-current financial assets on which no interest is received. No interest is paid on other loans.

 

Foreign currency risk

 

Astra Tech Group financial statements ar presented in SEK but the group have operations in a lot of countries over the world. This makes the group exposed to currency risks, the principal currencies that affect thr group are: US Dollars (USD), Euro (EUR), Sterling (GBP) and Japanese yen (JPY).

 

Sensitivity analysis

 

The sensitivity analysis set out below summarises the sensitivity of the profit and loss and equity from changes in exchange rates which is assessed as the companies most relevant risk.

 

The exchange rate sensitivity analysis assumes an instantaneous 10% change in foreign currency exchange rates from their levels at 31 December 2010, with all other variables held constant. The +10% case assumes a 10% strengthening of the Swedish Krona against all other currencies and the -10% case assumes a 10% weakening of the Swedish Krona.

 

Each incremental 10% movement in foreign currency exchange rates would have approximately the same effect as the initial 10% detailed in the table below.

 

 

 

Exchange rates

 

2010-12-31

 

 

 

 

 

 

 

10

%

-10

%

Impact on profit: gain/(loss)

 

-154

 

154

 

Impact on equity: gain/(loss)

 

-255

 

255

 

 

 

 

Exchange rates

 

2009-12-31

 

 

 

 

 

 

 

10

%

-10

%

Impact on profit: gain/(loss)

 

-144

 

144

 

Impact on equity: gain/(loss)

 

-246

 

246

 

 

There has been no change in the methods and assumptions used in preparing the above sensitivity analysis over the two-year period.

 

Credit risk

 

The carrying amount of financial assets, being cash and cash equivalents and other financial assets (consisting of trade and other receivables) represent the maximum credit exposure.

 

The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Sweden

 

48

 

50

 

54

 

US

 

93

 

92

 

102

 

Germany

 

68

 

82

 

117

 

UK

 

61

 

71

 

60

 

France

 

68

 

75

 

88

 

Italy

 

158

 

180

 

201

 

Other countries

 

140

 

153

 

149

 

 

 

637

 

704

 

772

 

 

The ageing of trade receivables at the reporting date was:

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Not past due

 

468

 

453

 

549

 

Past due 0-90 days

 

106

 

130

 

121

 

Past due 90-180 days

 

23

 

34

 

44

 

Past due > 180 days

 

40

 

86

 

58

 

 

 

637

 

704

 

772

 

 

21



 

 

 

2010-12-31

 

2009-12-31

 

Movements in provisions for trade receivables

 

 

 

 

 

Balance at beginning of year

 

35

 

35

 

Impairment losses recognised

 

-5

 

0

 

Balance at end of year

 

30

 

35

 

 

The allowance for impairment has been calculated based on past experience and is in relation to specific customers. Given the profile of our customers, including large wholesalers and government-backed agencies, no further credit risk has been identified with the trade receivables not past due other than those balances for which an allowance has been made.

 

Note 15 Trade and other payables

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Current liabilities

 

 

 

 

 

 

 

Trade payables

 

155

 

179

 

199

 

Value added and payroll taxes and social security

 

42

 

43

 

29

 

Other payables

 

58

 

56

 

67

 

Accruals

 

350

 

299

 

338

 

 

 

605

 

577

 

632

 

 

Note 16 Capital and reserves

 

Translation reserve

 

 

 

2010-12-31

 

2009-12-31

 

Balance at beginning of year

 

41

 

92

 

Foreign exchange arising on consolidation

 

-108

 

-51

 

Balance at end of year

 

-66

 

41

 

 

Retained earnings

 

There are no significant statutory or contractual restrictions on the distribution of current profits of subsidiaries, undistributed profits of prior years are, in the main, permanently employed in the businesses of these companies. The undistributed income of AstraTech companies overseas might be liable to overseas taxes and/or Swedish taxation (after allowing for double taxation relief) if they were to be distributed as dividends.

 

No dividend was recognized or declared during 2010 and 2009.

 

Share capital of the Company

 

 

 

2010-12-31

 

2009-12-31

 

2009-01-01

 

Issued Ordinary Shares (100 SEK per each)

 

10,000

 

10,000

 

10,000

 

 

 

10,000

 

10,000

 

10,000

 

 

The total number of authorised number of shares at 31 December 2010 was 10 000. All shares carry equal voting and dividend rights.

 

Note 17 Employee benefits

 

Pensions

 

Background

 

The Company and most of its subsidiaries offer retirement plans which cover the majority of employees in the Group. Many of these plans are ‘defined contribution plans’, where the Company contribution and resulting charge is fixed at a set level or is a set percentage of employees’ pay. However, several plans, mainly in Sweden, Japan, The Netherlands, Austria and Norway, are ‘defined benefit plans’, where benefits are based on employees’ length of service and average final salary (typically averaged over one, three or five years).

 

The defined benefit pension plans in The Netherlands, Norway and Austria are funded through legally separate, fiduciary-administered funds. The cash funding of the plans, which may from time to time involve special payments, is designed, in consultation with independent qualified actuaries, to ensure that the assets together with future contributions should be sufficient to meet future obligations. The funding is monitored rigorously by the Company and appropriate fiduciaries specifically with reference to the Company’s credit rating, market capitalisation and cash flows.

 

Astra Tech UK participates in a defined benefit pension plan that is held by AstraZeneca UK. It is not possible to separate the assets and liabilities attributable to the employees of Astra Tech UK within this plan. There is no policy for charging the net defined benefit cost. In 2010 Astra Tech were charged 1,8mSEK (2,5mSEK) for the participation in the plan.

 

Information regarding the pension plan as a whole is disclosed at the end of the note.

 

22



 

Post-retirement scheme deficit

 

The assets and obligations of the defined benefit schemes operated by the Group at 31 December 2009 and 2010, as calculated in accordance with IAS 19, are shown below. The fair values of the schemes’ assets are not intended to be realised in the short term and may be subject to significant change before they are realised. The present value of the schemes’ obligations is derived from cash flow projections over long periods and is therefore inherently uncertain.

 

Value at December 31 2010

 

Sweden

 

Rest of group

 

Total

 

Scheme assets

 

 

 

 

 

 

 

Equities

 

0

 

0

 

0

 

Bonds

 

0

 

0

 

0

 

Others

 

0

 

49

 

49

 

Total fair value of assets

 

0

 

49

 

49

 

Present value of scheme obligations

 

-225

 

-74

 

-299

 

Past service cost not yet recognised

 

0

 

0

 

0

 

Deficit in the scheme as recognised in the Statement of Financial Position

 

-225

 

-25

 

-250

 

 

Value at December 31 2009

 

Sweden

 

Rest of group

 

Total

 

Scheme assets

 

 

 

 

 

 

 

Equities

 

0

 

0

 

0

 

Bonds

 

0

 

0

 

0

 

Others

 

0

 

43

 

43

 

Total fair value of assets

 

0

 

43

 

43

 

Present value of scheme obligations

 

-205

 

-67

 

-272

 

Past service cost not yet recognised

 

0

 

0

 

0

 

Deficit in the scheme as recognised in the Statement of Financial Position

 

-205

 

-24

 

-229

 

 

Value at 1 January 2009

 

Sweden

 

Rest of group

 

Total

 

Scheme assets

 

 

 

 

 

 

 

Equities

 

0

 

0

 

0

 

Bonds

 

0

 

0

 

0

 

Others

 

0

 

21

 

21

 

Total fair value of assets

 

0

 

21

 

21

 

Present value of scheme obligations

 

-228

 

(49

)

(277

)

Past service cost not yet recognised

 

0

 

0

 

0

 

Deficit in the scheme as recognised in the Statement of Financial Position

 

-228

 

-28

 

-256

 

 

Financing Principles

 

90.0% of the Group’s defined benefit obligations at 31 December 2010 are in schemes within Sweden. In Sweden the pension obligations are not funded. 16.39% of the Group’s defined benefit obligations at 31 December 2010 are funded. These are in schemes within the Netherlands, Austria and Norway.

 

Sweden

 

The ITP plan is the supplementary plan for salaried employees working in private industry and commerce, established under ccollective agreement negotiated by the Confederation of Swedish Enterprise and with the cartel PTK (Privattjänstemannakartellen). It provides old age, survivors’ and long term disability pensions in addition to those provided under the state system. Retirement age is 65 but early retirement is possible subject to an actuarially reduced benefit. Eligible employees begin accruing benefits from age 28.

 

The ITP Plan was renegotiated and transformed into a DC-type plan as of 1 July 2007. The DC-type plan covers employees born in 1979 and later - new entrants born before 1979 are still covered by the old defined benefit ITP plan.

 

The maximum member retirement pension is calculated as a percentage of final average salary accounting to 3 “slices”:

 

Salary slice

 

% final salary

 

Up to 7.5 x income base amount

 

10% plus

 

7.5 to 20 x inccome base amount

 

65% plus

 

20 to 30 x income base amount

 

32.5%           

 

 

In the case of Astra Tech AB, members’ retirement pensions are provided via book reserves, Death and disability pensions are insured with Alecta and treated as DC for accoounting purposes.

 

Rest of group

 

The statement in accordance with IAS 19 as per 31 December 2010 are reported below for the units with material benefit obligations. These two units amounts to 6.3% of the total group net DBO liability.

 

> Japan: Astra Tech KK provides a lump sum post employment benefit to its employees upon leaving the company. The benefit obligation has been valued per 31 December 2010 using methodology and assumptions appropriate for IAS 19 to 8mSEK. The plan is unfunded.

 

> The Netherlands: The Final Pay Plan came into effect on 1 January 2008 and covers all employees over age 21. Aon Hewitt Netherlands has performed an actuarial valutation for IAS 19 purposes as at 31 December 2010. The defined benefit obligation was 37.4mSEK and the fair value of the plan asset was 29.7mSEK which amounts to a net liability recognised on the Balance sheet / Statement of Financial Position of 7.7mSEK .

 

23



 

Post-retirement benefits other than pensions

 

The post-retirement benefits other than pensions for the Group in 2010 reported in the Statement of Financial Position were 2.1mSEK.  These benefit plans have been included in the disclosure of post-retirement benefits under IAS 19 and consists of the Austrian Jubiliee Plans and the Spanish Seniority Awards.

 

Financial assumptions

 

Qualified independent actuaries have updated the actuarial valuations under IAS 19 of the major defined benefit schemes operated by the Group to 31 December 2009 and 2010. The assumptions used by the actuaries are chosen from a range of possible actuarial assumptions which, due to the long-term nature of the scheme, may not necessarily be borne out in practice. These assumptions were as follows:

 

Sweden

 

2010

 

2009

 

 

 

 

 

 

 

Inflation assumption

 

2.0

%

2.0

%

Rate of increase in salaries

 

3.5

%

3.5

%

Rate of increase in pensions in payment

 

2.0

%

2.0

%

Discount rate

 

3.8

%

3.9

%

Long-term rate of return expected at 31 December

 

N/A

 

N/A

 

Equities

 

N/A

 

N/A

 

Bonds

 

N/A

 

N/A

 

Others

 

N/A

 

N/A

 

Rate of increase to income base amount

 

3.0

%

3.0

%

 

Rest of group

 

2010

 

2009

 

Japan

 

 

 

 

 

Inflation assumption

 

0.25

%

0.0

%

Rate of increase in salaries

 

3.0

%

3.0

%

Discount rate

 

2.0

%

2.25

%

 

 

 

 

 

 

The Netherlands

 

 

 

 

 

Inflation assumption

 

2.0

%

2.0

%

Rate of increase in salaries

 

3.5

%

3.5

%

Rate of increase in pensions in payment

 

2.0

%

2.0

%

Discount rate

 

4.4

%

5.5

%

Deferred pension increases

 

2.0

%

2.0

%

 

The expected return on assets is determined with reference to the expected long-term level of dividends, interest and other returns derived from the plan assets, together with realised and unrealised gains or losses on the plan assets, less any costs of administering the plan, less any tax payable by the plan. The expected returns are based on long-term market expectations and analysed on a regular basis to ensure that any sustained movements in underlying markets are reflected.

 

Actuarial gains and losses

 

 

 

2010

 

2009

 

Sweden

 

 

 

 

 

Present value of obligations

 

-225

 

-205

 

Fair value of plan assets

 

0

 

0

 

Deficit in the scheme

 

-225

 

-205

 

 

 

 

 

 

 

Experience adjustments on:

 

 

 

 

 

Scheme assets:

 

 

 

 

 

Amount gain / (loss)

 

0

 

0

 

Percentage of scheme assets

 

0

 

0

 

 

 

 

 

 

 

Scheme obligations:

 

 

 

 

 

Amount (gain) / loss

 

4

 

-43

 

Percentage of scheme obligations

 

1.78

%

20.98

%

 

 

 

 

 

 

Rest of group

 

 

 

 

 

Present value of obligations

 

-74

 

-67

 

Fair value of plan assets

 

49

 

43

 

Deficit in the scheme

 

-25

 

-24

 

 

 

 

 

 

 

Experience adjustments on:

 

 

 

 

 

Scheme assets:

 

 

 

 

 

Amount gain / (loss)

 

8

 

18

 

Percentage of scheme assets

 

16.20

%

42.09

%

 

 

 

 

 

 

Scheme obligations:

 

 

 

 

 

Amount (gain) / loss

 

10

 

24

 

Percentage of scheme obligations

 

13.43

%

36.09

%

 

 

 

 

 

 

Total

 

 

 

 

 

Present value of obligations

 

-299

 

-272

 

Fair value of plan assets

 

49

 

43

 

Deficit in the scheme

 

-250

 

-229

 

 

 

 

 

 

 

Experience adjustments on:

 

 

 

 

 

Scheme assets:

 

 

 

 

 

Amount gain / (loss)

 

8

 

18

 

Percentage of scheme assets

 

16.33

%

41.86

%

 

 

 

 

 

 

Scheme obligations:

 

 

 

 

 

Amount (gain) / loss

 

14

 

-19

 

Percentage of scheme obligations

 

4.68

%

6.99

%

 

24



 

The obligation arises from the following plans:

 

 

 

2010

 

2009

 

 

 

Sweden

 

Rest of group

 

Sweden

 

Rest of group

 

Funded

 

 

 

-9

 

 

 

-7

 

Unfunded

 

-225

 

-17

 

-205

 

-17

 

Total

 

-225

 

-25

 

-205

 

-24

 

 

Statement of Comprehensive Income disclosures

 

The amounts that have been charged to the Consolidated Statement of Comprehensive Income, in respect of defined benefit schemes for the year ended 31 December 2010, are set out below:

 

 

 

2010

 

 

 

2009

 

 

 

Sweden

 

Rest of group

 

Total

 

Sweden

 

Rest of group

 

Total

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

Current service cost

 

-10

 

-4

 

-14

 

-17

 

-3

 

-20

 

Past service cost

 

0

 

0

 

0

 

0

 

0

 

0

 

Settlements and curtailments

 

0

 

0

 

0

 

0

 

0

 

0

 

Total charge to operating profit

 

-10

 

-4

 

-14

 

-17

 

-3

 

-20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected return on post-retirement scheme assets

 

0

 

1

 

1

 

0

 

2

 

2

 

Interest on post-retirement scheme obligations

 

-8

 

-3

 

-11

 

-6

 

-2

 

-8

 

Net return

 

-8

 

-2

 

-10

 

-6

 

0

 

-6

 

Charge before taxation

 

-18

 

-6

 

-24

 

-23

 

-3

 

-26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Difference between the actual return and the expected return on the post-retirement schemes’ assets

 

0

 

8

 

8

 

0

 

-6

 

-6

 

Experience gains/(losses) arising on the post-retirement schemes’ obligations

 

-3

 

2

 

-1

 

-39

 

0

 

-39

 

Changes in assumptions underlying the present value of the post-retirement schemes’ obligations

 

-1

 

-12

 

-13

 

82

 

0

 

82

 

Actuarial (losses)/gains recognised

 

-4

 

-2

 

-6

 

43

 

-6

 

37

 

 

25



 

Movement in post-retirement scheme obligations

 

 

 

Sweden

 

Rest of group

 

Total

 

Present value of obligations in schemes at end of year 2008

 

-228

 

-49

 

-277

 

Current service cost

 

-17

 

-3

 

-20

 

Past service cost

 

0

 

0

 

0

 

Participant contributions

 

0

 

0

 

0

 

Benefits paid

 

3

 

12

 

15

 

Return on assets

 

0

 

2

 

2

 

Interest cost / Other finance expense

 

-6

 

-2

 

-8

 

Expenses

 

0

 

0

 

0

 

Actuarial (loss)/gain

 

43

 

-23

 

20

 

Settlements and curtailments

 

0

 

0

 

0

 

Exchange

 

0

 

-1

 

-1

 

Present value of obligations in schemes at end of year 2009

 

-205

 

-66

 

-271

 

Current service cost

 

-11

 

-4

 

-15

 

Past service cost

 

0

 

0

 

0

 

Participant contributions

 

0

 

0

 

0

 

Benefits paid

 

3

 

3

 

6

 

Return on assets

 

0

 

1

 

1

 

Interest costs / Other finance expense

 

-8

 

-3

 

-11

 

Expenses

 

0

 

0

 

0

 

Actuarial (loss)/gain

 

-4

 

-10

 

-14

 

Settlements and curtailments

 

0

 

0

 

0

 

Exchange

 

0

 

5

 

5

 

Present value of obligations in schemes at end of year 2010

 

-225

 

-74

 

-299

 

 

Fair value of scheme assets

 

 

 

Sweden

 

Rest of group

 

Total

 

At end of year 2008

 

0

 

21

 

21

 

Expected return on plan assets

 

0

 

1

 

1

 

Expenses

 

0

 

0

 

0

 

Actuarial gains/(losses)

 

0

 

18

 

18

 

Exchange

 

0

 

0

 

0

 

Employer contributions

 

0

 

2

 

2

 

Participant contributions

 

0

 

1

 

1

 

Benefits paid

 

0

 

0

 

0

 

At end of year 2009

 

0

 

43

 

43

 

Expected return on plan assets

 

0

 

2

 

2

 

Expenses

 

0

 

0

 

0

 

Actuarial gains/(losses)

 

0

 

8

 

8

 

Exchange

 

0

 

-5

 

-5

 

Employer contributions

 

0

 

3

 

3

 

Participant contributions

 

0

 

0

 

0

 

Benefits paid

 

0

 

-2

 

-2

 

At end of year 2010

 

0

 

49

 

49

 

 

The actual return on the plan assets was a gain of 10mSEK (2009: gain 18mSEK).

 

Reserves

 

Included within the retained earnings reserve is the actuarial reserve. Movements on this reserve are as follows:

 

 

 

2010-12-31

 

2009-12-31

 

At 1 January

 

-61

 

-86

 

Actuarial losses

 

-7

 

36

 

Deferred tax

 

2

 

-10

 

Exchange

 

2

 

-1

 

At 31 December

 

-64

 

-61

 

 

The cumulative amount of actuarial losses/gains before deferred tax recognised in other comprehensive income is (loss) 7mSEK (2009: gain 37mSEK).

 

26



 

Forecast 2011 Statement of Comprehensive Income disclosures

 

 

 

2011

 

 

 

 

 

Sweden

 

Rest of group

 

Total

 

Operating profit

 

 

 

 

 

 

 

Current service cost

 

-10

 

-5

 

-15

 

Past service cost

 

0

 

0

 

0

 

Settlements and curtailments

 

0

 

0

 

0

 

Total charge to operating profit

 

-10

 

-5

 

-15

 

 

 

 

 

 

 

 

 

Finance expense

 

 

 

 

 

 

 

Expected return on post-retirement scheme assets

 

0

 

2

 

2

 

Interest on post-retirement scheme obligations

 

-9

 

-3

 

-12

 

Net return

 

-9

 

-1

 

-10

 

Charge before taxation

 

-19

 

-6

 

-25

 

 

Information regarding the Astra Zeneca defined benefit plan that Astra Tech UK participates in

(all information below are for the UK defined benefit plan for the AstraZeneca Group and values are in mUSD)

 

Background

 

With regard to the Group’s UK defined benefit fund, the above principles are modified in light of the UK regulatory requirements and resulting discussions with the Pension Fund Trustee. The most recent full actuarial valuation was carried out at 31 March 2008. Under the agreed funding principles for the UK, cash contributions will be paid to the fund to target a level of assets in excess of the current expected cost of providing benefits. In addition, AstraZeneca will make contributions to an escrow account which will be held outside of the pension fund. The escrow account assets will be payable to the fund in agreed circumstances, for example, in the event of AstraZeneca and Trustee agreeing on a change to the current long term investment strategy.

 

The market value of the fund’s assets at the valuation date was £2,994m ($5,951m equivalent), representing 87% of the fund’s actuarially assessed liabilities as valued in accordance with the fund’s technical provisions. The escrow fund held an additional £33m ($65m) at the valuation date. During 2009, it was agreed to fund the shortfall by making a transfer of current escrow assets to the fund and by establishing a new funding schedule, making regular payments over seven years in the region of £42m per annum to the escrow and £132m per annum to the fund. This includes the contributions required to meet the benefits accruing in the region of £60m per annum. In addition, £90m per annum is being paid to the escrow for two years until the next valuation to cover the losses on the fund’s investments since the valuation date as a result of the market downturn. At 31 December 2010, £230m ($355m) escrow fund assets are included within other investments (see Note 10).

 

Under the agreed funding principles, the key assumptions as at 31 March 2008 for contributions to both the fund and escrow account are as follows: long-term UK price inflation set at 3.5% per annum, salary increases at 3.5% per annum, pension increases at 3.5% per annum and investment returns at 7.1% per annum (pre-retirement) and 5.96% per annum (post-retirement). During the first half of 2010, AstraZeneca consulted with its UK employees’ presentatives on proposals to freeze pensionable pay at 30 June 2010 levels for defined benefit members of the UK pension fund. The defined benefit fund remains open to existing members and employees who choose to leave the defined benefit fund will retain a deferred pension in addition to being offered membership in a new Group Self Invested Personal Pension Plan. The amendment to the UK defined benefit fund to freeze pensionable pay at 30 June 2010 levels represents an accounting curtailment of certain pension obligations.

 

The majority of members opted to remain in the defined benefit fund and continue benefit accrual with frozen pensionable pay. In accordance with IAS 19, the scheme obligations were revalued by the scheme actuaries immediately prior to the change and assumptions reviewed at that date. The resulting credit of $693m has been recognised in comprehensive income during the year. In July 2010, the UK government announced changes to the inflation index used for statutory pension increases (both for pensions in payment and pensions in deferment) to apply to private sector pension schemes. This has resulted in a small actuarial gain during the period in respect of the AstraZeneca Pension Fund.

 

Defined benefit pension plans

 

 

 

2010

 

2009

 

Present value of funded obligations

 

-6,526

 

-7,026

 

Present value of unfunded obligations

 

-28

 

-29

 

Fair value of plan assets

 

5,149

 

4,853

 

Deficit in the scheme

 

-1,405

 

-2,202

 

 

27



 

Movement in post-retirement scheme obligations

 

 

 

2010

 

2009

 

Present value of obligation in schemes at 1 January

 

-7,055

 

-5,029

 

Current service cost

 

-97

 

-96

 

Past service cost

 

-39

 

-53

 

Participant contributions

 

-28

 

-31

 

Benefits paid

 

294

 

295

 

Other finance expense

 

-371

 

-330

 

Expenses

 

7

 

6

 

Actuarial -loss/ gain

 

-221

 

-1,218

 

Settlements and curtailments

 

693

 

 

Exchange

 

263

 

-599

 

Present value of obligations in schemes 31 December

 

-6,554

 

-7,055

 

 

Fair value of scheme assets

 

 

 

2010

 

2009

 

At 1 January

 

4,853

 

3,835

 

Expected return on plan assets

 

305

 

261

 

Expenses

 

-7

 

-6

 

Actuarial gains/(losses)

 

244

 

293

 

Exchange

 

-204

 

430

 

Employer contributions

 

224

 

304

 

Participant contribution

 

28

 

31

 

Benefits paid

 

-294

 

-295

 

At 31 December

 

5,149

 

4,853

 

 

Scheme assets

 

 

 

2010-12-31

 

2009-12-31

 

Equities

 

2,437

 

2,309

 

Bonds

 

2,660

 

2,279

 

Others

 

52

 

265

 

Total fair value of assets

 

5,149

 

4,853

 

 

Financial assumptions

The assumptions used by the actuaries were:

 

 

 

2010

 

2009

 

Inflation assumption

 

3.6

%

3.5

%

Rate of increase in salaries

 

 

4.5

%

Rate of increase in pensions in payment

 

3.5

%

3.5

%

Discount rate

 

5.5

%

5.5

%

Long-term rate of return expected at 31 December

 

 

 

 

 

Equitites

 

8.0

%

8.0

%

Bonds

 

5.1

%

5.5

%

Others

 

6.1

%

6.5

%

Rate of increase in medical costs

 

10.0

%

10.0

%

 

28



 


(1) Pensionable pay frozen at 30 June 2010 levels following UK fund changes

 

Sensitivity of medical cost assumptions

 

 

 

2010

 

2009

 

 

 

1%

 

-1%

 

1%

 

-1%

 

Current service and interest cost of net periodic post-employment medical costs

 

4

 

-3

 

4

 

-3

 

Accumulated post-employment benefit obligation for medical costs

 

10

 

-11

 

32

 

-28

 

 

Note 18 Employee benefit expense

 

Employee costs

 

The average number of people employed by the Group is set out in the table below, this includes part-time employees.

 

Average number of employees

 

2010

 

2009

 

Sweden

 

1,056

 

1,008

 

US

 

323

 

316

 

Germany

 

162

 

147

 

UK

 

94

 

93

 

France

 

100

 

96

 

Other countries

 

438

 

440

 

Total

 

2,172

 

2,099

 

 

The costs incurred during the year in respect of these employees were:

 

 

 

2010

 

2009

 

Salaries

 

1,133

 

1,037

 

Social security costs

 

307

 

307

 

Pension costs

 

52

 

32

 

Total

 

1,492

 

1,376

 

 

Bonus Plans

 

In Sweden an all-employee performance bonus is in operation, which rewards strong individual performance. Bonuses are paid 50% into a fund investing mainly in AstraZeneca equities and 50% in cash. The Bonus Scheme for members of the Astra Tech Executive Team operate in respect of relevant Astra Tech employees in Sweden. Bonus Schemes for Astra Tech Subsidiary Managing Directors operate in respect of relevant Astra Tech employees outside of Sweden, annual bonuses are paid in cash.

 

Note 19 Leases

 

 

 

2010

 

2009

 

Total rentals charged to profit were as follows:

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

94

 

94

 

 

The future minimum lease payments under operating leases that have initial or remaining terms in excess of one year at 31 December 2010 were as follows:

 

Obligations under leases comprise:

 

No later than one year

 

80

 

79

 

Rentals due after more than one year:

 

 

 

 

 

Later than five years

 

133

 

176

 

Later than one year and not later than five years

 

226

 

245

 

 

 

359

 

420

 

 

 

439

 

499

 

 

Operating leases are mainly related to rent for offices, production facilities and warehouses.

 

29



 

Note 20 Statutory and other information

 

Related party transactions

 

Except from intra-group transactions with AstraZeneca, the Group had no related party transactions. As disclosed in note 11 Astra Tech Group has a long term non interest bearing loan from Astra Zeneca and as shown in note 17 Astra Tech UK also shares a defined benefit pension plan with AstraZeneca.

 

Key management personnel compensation

 

Key management personnel are defined for the purpose of disclosure under IAS 24 ‘Related Party Disclosures’ as the Astra Tech Executive Team.

 

 

 

2010

 

2009

 

Short-term employment benefits

 

18

 

18

 

Post-employment benefits

 

4

 

4

 

 

 

22

 

22

 

 

Subsequent events

 

There were no material subsequent events.

30


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

 

 

2



 

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

 

 

3



 

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

 

 

4



 

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 
capital

 

Translation 
reserve

 

Retained 
earnings

 

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

 

 

5



 

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

 

 

6



 

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.

 

7



 

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

 

 

8



 

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.

 

9


Exhibit 99.3

 

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma combined statements of operations for the year ended December 31, 2010 and for the six month period ended June 30, 2011 give effect to the acquisition (the “Acquisition”) by DENTSPLY International Inc. (the “Company” or “DENTSPLY”) of the entire issued share capital of Astra Tech AB (“Astra Tech”) and related financing transactions as if they had occurred on the first day of the earliest period presented. The following unaudited pro forma combined balance sheet at June 30, 2011 gives effect to the Acquisition and the related financing transactions as if they had occurred on June 30, 2011.

 

As a subsidiary of its parent and ultimate holding company, Astra Zeneca Plc, Astra Tech did not historically prepare and report separate financial statements; rather the financial results of Astra Tech were reported as part of the consolidated financial statements of Astra Zeneca Plc. To comply with the requirements of the Securities and Exchange Commission (the “SEC”), financial information concerning Astra Tech’s business and financial condition has been audited and reported separately from its parent for the period January 1, 2010 through December 31, 2010.  Additionally, the financial information concerning Astra Tech’s business and financial condition has been reported separately from its parent for the period January 1, 2011 through June 30, 2011.  These financial statements are included in DENTSPLY’s Current Report on Form 8-K, filed with the SEC on August 15, 2011.

 

The unaudited pro forma combined financial information is based on the historical financial statements of DENTSPLY, the historical financial statements of Astra Tech and various adjustments and related assumptions, which are described in the notes to the statements below.  DENTSPLY has performed a preliminary valuation analysis to determine the fair market values of the Astra Tech assets to be acquired and liabilities to be assumed, and, accordingly, the pro forma combined financial statements include a preliminary estimate to reflect the fair value of those assets acquired and liabilities assumed. Once this valuation analysis is finalized, the estimate of fair value of assets acquired and liabilities assumed may be adjusted. These adjustments may be material.

 

The unaudited pro forma combined financial information:

 

·                  Does not purport to represent what the consolidated results of operations actually would have been if the Acquisition and related financing transactions had occurred on the first day of the earliest period presented or what those results will be for any future periods or what the consolidated balance sheet would have been if the Acquisition and related financing transactions had occurred on June 30, 2011. The pro forma adjustments are based on information current as at August 15, 2011; and

 

·                  Has not been adjusted to reflect any matters not directly attributable to implementing the Acquisition. No adjustment, therefore, has been made for actions which may be taken once the Acquisition has closed, such as any of DENTSPLY’s integration plans related to Astra Tech. As a result, the actual amounts recorded in the consolidated financial statements of DENTSPLY may differ from the amounts reflected in the unaudited pro forma combined financial statements, and the differences may be material.

 

The unaudited pro forma combined financial statements have been compiled from the following sources:

 

·                  Financial information of DENTSPLY has been prepared under U.S. generally accepted accounting principles (“US GAAP”) and has been derived from (i) DENTSPLY’s audited consolidated statements of operations for the year ended December 31, 2010 contained in DENSTPLY’s  Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC, and (ii) DENTSPLY’s unaudited consolidated statements of operations for the six months ended June 30, 2011 and the unaudited consolidated balance sheet as at June 30, 2011 contained in DENTSPLY’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC.

 

·                  Financial information of Astra Tech has been prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and has been derived, except for currency translation as noted below, from (i) Astra Tech’s audited consolidated statement of operations for the period January 1, 2010 through December 31, 2010, and (ii) Astra Tech’s unaudited consolidated statement of operations for the period January 1, 2011 through June 30, 2011 and balance sheet as at June 30, 2011, each of which is included in DENTSPLY’s Current Report on Form 8-K, filed with the SEC on August 15, 2011.

 



 

In order to comply with applicable SEC regulations, unaudited adjustments have been made to align Astra Tech financial information presented under IFRS with the DENTSPLY financial statements presented under US GAAP.  The basis for these preliminary adjustments is explained in the notes to the pro forma combined financial statements.

 

Astra Tech presents its financial information in Swedish krona (“SEK”). The historical Astra Tech financial information and certain adjustments have been translated from Swedish krona to U.S. dollars using DENTSPLY’s historic exchange rates. The average exchange rates applicable during the periods presented for the unaudited pro forma combined statements of operations and the period end exchange rate applicable for the unaudited pro forma combined balance sheet are:

 

 

 

 

 

US$/SEK

 

Year ended December 31, 2010

 

Average Spot Rate

 

0.139037474

 

Six months ended June 30, 2011

 

Average Spot Rate

 

0.157910421

 

At June 30, 2011

 

Period End Rate

 

0.158375699

 

 

The following unaudited pro forma combined financial statements and the notes thereto should be read in conjunction with:

 

·                  the consolidated financial statements of DENTSPLY for the year ended December 31, 2010 and for the six months ended June 30, 2011, and the notes relating thereto; and

 

·                  the consolidated financial statements of Astra Tech for the period January 1, 2010 through December 31, 2010 and for the period January 1, 2011 through June 30, 2011, and the notes relating thereto.

 



 

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2010

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

Astra Tech

 

Astra Tech

 

US GAAP

 

 

 

 

 

 

 

 

 

DENTSPLY

 

IFRS

 

IFRS

 

Adjustments

 

Pro Forma

 

 

 

Pro Forma

 

 

 

International Inc.

 

(In SEK)

 

(In US$)

 

(Note 3)

 

Adjustments

 

Note

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,221,014

 

3,871,219

 

$

538,245

 

$

 

$

(3,959

)

4(h)

 

$

2,755,300

 

Cost of products sold

 

1,090,856

 

1,208,278

 

167,996

 

31,546

 

3,637

 

3(c),4(c)(d)

 

1,294,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

1,130,158

 

2,662,941

 

370,249

 

(31,546

)

(7,596

)

 

 

1,461,265

 

Selling, general and administrative expenses

 

738,901

 

2,163,764

 

300,844

 

(30,434

)

21,915

 

3(c), 4(c)(d)

 

1,031,226

 

Restructuring and other costs

 

10,984

 

 

 

 

 

 

 

10,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

380,273

 

499,177

 

69,405

 

(1,112

)

(29,511

)

 

 

419,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

25,089

 

13,296

 

1,849

 

(1,112

)

50,814

 

3(c),4(e)

 

76,640

 

Interest income

 

(4,254

)

(10,000

)

(1,390

)

 

 

 

 

(5,644

)

Other expense (income), net

 

1,782

 

 

 

 

 

 

 

1,782

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

357,656

 

495,881

 

68,946

 

 

(80,325

)

 

 

346,277

 

Provision for income taxes

 

89,225

 

100,312

 

13,947

 

 

(27,344

)

4(f)

 

75,828

 

Equity in net loss of unconsolidated affilated company

 

(1,096

)

 

 

 

 

 

 

(1,096

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

267,335

 

395,569

 

54,999

 

 

(52,981

)

 

 

269,353

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interests

 

1,627

 

 

 

 

 

 

 

1,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to DENTSPLY International

 

$

265,708

 

395,569

 

$

54,999

 

$

 

$

(52,981

)

 

 

$

267,726

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

143,980

 

 

 

 

 

 

 

 

 

 

 

143,980

 

Diluted

 

145,985

 

 

 

 

 

 

 

 

 

 

 

145,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.85

 

 

 

 

 

 

 

 

 

 

 

$

1.86

 

Diluted

 

$

1.82

 

 

 

 

 

 

 

 

 

 

 

$

1.83

 

 

The accompanying notes are an integral part of these pro forma combined financial statements.

 


 


 

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

Astra Tech

 

Astra Tech

 

US GAAP

 

 

 

 

 

 

 

 

 

DENTSPLY

 

IFRS

 

IFRS

 

Adjustments

 

Pro Forma

 

 

 

Pro Forma

 

 

 

International Inc.

 

(In SEK)

 

(In US$)

 

(Note 3)

 

Adjustments

 

Note

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,179,946

 

1,914,165

 

$

302,267

 

$

 

$

(2,646

)

4(h)

 

$

1,479,567

 

Cost of products sold

 

565,111

 

588,230

 

92,888

 

19,629

 

1,668

 

3(c), 4(c)(d)

 

679,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

614,835

 

1,325,935

 

209,379

 

(19,629

)

(4,314

)

 

 

800,271

 

Selling, general and administrative expenses

 

411,751

 

1,107,620

 

174,905

 

(18,930

)

6,454

 

3(c), 4(c)(d)(k)

 

574,180

 

Restructuring and other costs

 

7,496

 

 

 

 

 

 

 

7,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

195,588

 

218,315

 

34,474

 

(699

)

(10,768

)

 

 

218,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

11,913

 

6,108

 

965

 

(699

)

25,006

 

3(c),4(e)

 

37,185

 

Interest income

 

(4,258

)

(8,357

)

(1,320

)

 

 

 

 

(5,578

)

Other expense (income), net

 

1,504

 

 

 

 

 

 

 

1,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

186,429

 

220,564

 

34,829

 

 

(35,774

)

 

 

185,484

 

Provision for income taxes

 

41,669

 

58,585

 

9,251

 

 

(11,729

)

4(f)

 

39,191

 

Equity in net loss of unconsolidated affilated company

 

93

 

 

 

 

 

 

 

93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

144,853

 

161,979

 

25,578

 

 

(24,045

)

 

 

146,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interests

 

1,533

 

 

 

 

 

 

 

1,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to DENTSPLY International

 

$

143,320

 

161,979

 

$

25,578

 

$

 

$

(24,045

)

 

 

$

144,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

141,331

 

 

 

 

 

 

 

 

 

 

 

141,331

 

Diluted

 

143,691

 

 

 

 

 

 

 

 

 

 

 

143,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

$

1.02

 

Diluted

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

$

1.01

 

 

The accompanying notes are an integral part of these pro forma combined financial statements.

 



 

DENTSPLY INTERNATIONAL INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AT JUNE 30, 2011

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

Astra Tech

 

Astra Tech

 

US GAAP

 

 

 

 

 

 

 

 

 

DENTSPLY

 

IFRS

 

IFRS

 

Adjustments

 

Pro Forma

 

 

 

Pro Forma

 

 

 

International Inc.

 

(In SEK)

 

(In US$)

 

(Note 3)

 

Adjustments

 

Note

 

Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

671,710

 

1,289,224

 

$

204,182

 

$

 

$

(812,203

)

4(a)(j)

 

$

63,689

 

Accounts and notes receivables-trade, net

 

404,661

 

779,680

 

123,482

 

(5,631

)

(3,031

)

3(c),4(h)(i)

 

519,481

 

Inventories, net

 

337,200

 

340,323

 

53,899

 

 

38,504

 

4(b)

 

429,603

 

Prepaid expenses and other current assets

 

138,842

 

13,494

 

2,137

 

5,631

 

 

3(c)

 

146,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

1,552,413

 

2,422,721

 

383,700

 

 

(776,730

)

 

 

1,159,383

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

442,957

 

958,978

 

151,879

 

 

5,781

 

4(b)

 

600,617

 

Identifiable intangible assets, net

 

86,770

 

740,683

 

117,306

 

 

680,200

 

4(b)

 

884,276

 

Goodwill, net

 

1,391,289

 

62,000

 

9,819

 

 

958,001

 

4(b)

 

2,359,109

 

Other noncurrent assets, net

 

183,214

 

67,919

 

10,757

 

 

13,200

 

4(a)

 

207,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

3,656,643

 

4,252,301

 

$

673,461

 

$

 

$

880,452

 

 

 

$

5,210,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

113,870

 

160,427

 

$

25,408

 

$

 

$

(809

)

4(h)

 

$

138,469

 

Accrued liabilities

 

283,616

 

427,680

 

67,734

 

 

 

 

 

351,350

 

Income taxes payable

 

24,440

 

 

 

 

5,903

 

4(f)

 

30,343

 

Notes payable and current portion of long-term debt

 

8,500

 

 

 

 

 

 

 

8,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

430,426

 

588,107

 

93,142

 

 

5,094

 

 

 

528,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

654,873

 

 

 

 

1,200,000

 

4(a)

 

1,854,873

 

Deferred income taxes

 

81,324

 

295,587

 

46,814

 

 

180,413

 

4(b)

 

308,551

 

Other noncurrent liabilities

 

408,787

 

1,276,976

 

202,242

 

 

(165,503

)

4(j)

 

445,526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

1,575,410

 

2,160,670

 

342,198

 

 

1,220,004

 

 

 

3,137,612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $.01 par value

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value

 

1,628

 

1,000

 

158

 

 

(158

)

4(g)

 

1,628

 

Capital in excess of par value

 

227,071

 

 

 

 

 

 

 

227,071

 

Retained earnings

 

2,449,463

 

2,188,754

 

346,645

 

4,291

 

(359,225

)

3(a),4(g)

 

2,441,174

 

Accumulated other comprehensive income

 

103,513

 

(98,123

)

(15,540

)

(4,291

)

19,831

 

3(a),4(g)

 

103,513

 

Treasury stock, at cost

 

(739,445

)

 

 

 

 

 

 

(739,445

)

Total DENTSPLY International Equity

 

2,042,230

 

2,091,631

 

331,263

 

 

(339,552

)

 

 

2,033,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests

 

39,003

 

 

 

 

 

 

 

39,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

2,081,233

 

2,091,631

 

331,263

 

 

(339,552

)

 

 

2,072,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

3,656,643

 

4,252,301

 

$

673,461

 

$

 

$

880,452

 

 

 

$

5,210,556

 

 

The accompanying notes are an integral part of these pro forma combined financial statements.

 



 

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

 

NOTE 1. BASIS OF PRESENTATION

 

The unaudited pro forma financial information has been compiled from underlying historical financial statements prepared in accordance with US GAAP and IFRS, as applicable, and reflects the acquisition of Astra Tech by DENTSPLY (the “Acquisition”) as well as certain related financing transactions.

 

The unaudited pro forma financial information should be read in conjunction with the underlying financial information from which it was derived: (a) the audited consolidated statement of operations of DENTSPLY for the year ended December 31, 2010, the unaudited consolidated statement of operations of DENTSPLY for the six months ended June 30, 2011 and the unaudited consolidated balance sheet of DENTSPLY as at June 30, 2011, each prepared in accordance with US GAAP, and (b) the audited consolidated statement of operations of Astra Tech for the period January 1, 2010 through December 31, 2010, the unaudited consolidated statement of operations of Astra Tech for the period January 1, 2011 through June 30, 2011 and the unaudited consolidated balance sheet of Astra Tech as at June 30, 2011, each prepared in accordance with IFRS.

 

The underlying financial information of DENTSPLY has been derived from the audited consolidated financial statements of DENTSPLY contained in DENTSPLY’s Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited consolidated financial statements of DENTSPLY contained in DENTSPLY’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, both filed with the SEC. The underlying financial information for Astra Tech has been derived from the audited consolidated financial statements of Astra Tech for the year ended December 31, 2010 and the unaudited consolidated financial statements of Astra Tech for the six months ended June 30, 2011, both of which are included in DENTSPLY’s Current Report Form 8-K filed with the SEC on August 15, 2011.

 

The transaction with Astra Tech has been treated as a business combination, with DENTSPLY as the acquirer and Astra Tech as the acquiree, assuming that the Acquisition and the related financing transactions had been completed on the first day of the earliest period presented, for the unaudited pro forma combined statements of operations, and on June 30, 2011, for the unaudited pro forma combined balance sheet.

 

The Astra Tech balances have been translated from Swedish krona to U.S. dollars using average exchange rates applicable during the periods presented for the unaudited pro forma combined statements of operations and the period end exchange rate applicable for the unaudited pro forma combined balance sheet.

 

This unaudited pro forma combined financial information is not intended to reflect the financial position and results which would have actually resulted had the Acquisition and the related financing transactions been effected on the dates indicated. Further, the pro forma results of operations are not necessarily indicative of the results of operations that may be obtained in the future.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The unaudited pro forma financial information has been compiled in a manner consistent with the accounting policies adopted by DENTSPLY. These accounting policies differ in a number of significant respects from those of Astra Tech. The adjustments made to align Astra Tech’s IFRS accounting policies with DENTSPLY’s US GAAP accounting policies are described in Note 3.

 

NOTE 3. PRO FORMA US GAAP ADJUSTMENTS

 

The following adjustments have been made to align the Astra Tech IFRS financial information with DENTSPLY’s US GAAP accounting policies.

 

(a) Pensions

 

Under IFRS, Astra Tech elected to recognize all cumulative actuarial gains and losses immediately in retained earnings.  Additionally under IFRS, all future actuarial gains and losses were recognized in full outside the income statement in retained earnings and presented in a statement of recognized income and expense. US GAAP does not permit recognition of all actuarial gains and losses in a separate statement other than the primary income statement.

 



 

At June 30, 2011, $4.3 million was reclassified from Astra Tech’s retained earnings to accumulated other comprehensive income to recognize actuarial loss amortization which was not recognized on the statement of operations under IFRS.  No adjustments were made for amortizing actuarial losses on the pro forma combined statements of operations for the year ended December 31, 2010 and the six months ended June 30, 2011 because it was not expected to be significant.

 

(b) Income Taxes

 

For US GAAP, the impact of a tax position is recognized if that position is more likely than not of being sustained on audit, based on the technical merits of the position.  As this interpretation does not exist under IFRS, additional liabilities related to uncertain tax positions may exist under US GAAP, however no adjustment has been made for this difference because it was not expected to be significant.

 

Under IFRS, Astra Tech disclosed gross deferred tax assets and liabilities as non-current.  Under US GAAP, deferred taxes are classified between current and non-current, following the classification of the related, nontax asset or liability for financial reporting, disclosed separately and presented on a net basis, by tax jurisdiction.  If the deferred tax asset or liability is not associated with an underlying asset or liability, it is classified based on the anticipated reversal periods.  No reclassifications are reflected in the US GAAP adjustments.

 

(c) Reclassifications

 

Certain balances were reclassified from the financial statements of Astra Tech so their presentation would be consistent with DENTSPLY’s financial statements.

 

The following reclassifications were made to the balance sheet as of June 30, 2011:

 

(in thousands)

 

 

 

 

 

 

 

Receivables

 

$

(5,631

)

Prepaid expenses and other current assets

 

5,631

 

 

Astra Tech had recorded certain costs in selling, general and administrative expense under IFRS that were reclassified to cost of products sold so their presentation would be consistent with DENTSPLY’s financial statements.  The reclassification from interest expense reflects the recognition of interest cost associated with pension obligations as a component of cost of products sold under US GAAP.  The following reclassifications were made to the pro forma combined statements of operations for the six months ended June 30, 2011 and the year ended December 31, 2010:

 

(in thousands)

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

Cost of products sold

 

$

19,629

 

$

31,546

 

Selling, general and adminstrative expenses

 

(18,930

)

(30,434

)

Interest expense

 

(699

)

(1,112

)

 

NOTE 4. OTHER PRO FORMA ADJUSTMENTS

 

(a)   Source and use of funds

 

The following estimated adjustment reflects the expected sources and uses of cash to pay the $1,785.0 million net purchase price for the Acquisition and related transaction costs:

 



 

(in thousands)

 

 

 

 

 

 

 

Source of funds:

 

 

 

Cash on hand

 

$

646,700

 

Additional commercial paper borrowings

 

200,000

 

Additional debt financing

 

1,000,000

 

 

 

 

 

Total sources of funds

 

$

1,846,700

 

 

 

 

 

Uses of funds:

 

 

 

Payment to Astra Zeneca Plc (1)

 

$

1,820,000

 

Transaction costs (2)

 

13,500

 

Deferred financing fees (3)

 

13,200

 

 

 

 

 

 

Total use of funds

 

$

1,846,700

 

 


(1)   This amount represents the purchase price for the Acquisition of $1,785.0 million plus estimated cash of $35.0 million on hand at Astra Tech as of the Acquisition closing date, in accordance with the terms of the purchase and sale agreement.

(2)   DENTSPLY has estimated that total Acquisition related costs, other than financing costs in connection with the various financing transactions, will be $13.5 million.  In accordance with US GAAP, the costs related to the Acquisition will be expensed as they are incurred. These include costs primarily related to legal, banking and accounting.

(3)   Anticipated deferred financing fees of $13.2 million are recorded in deferred financing cost and are expected to be amortized over an estimated weighted average period of 5.2 years.

 

(b) Preliminary Assignment of Purchase Consideration

 

Preliminary assignment of purchase consideration has been made on the basis of preliminary estimates of the fair values of assets acquired and liabilities assumed as follows:

 

(in thousands)

 

Offer

 

Notes

 

Total purchase price

 

$

1,820,000

 

 

 

Less: estimated cash acquired

 

(35,000

)

 

 

Less: book value of net assets acquired

 

(296,263

)

i

 

Less: fair value adjustments, net of tax

 

(530,736

)

ii

 

Residual goodwill

 

$

958,001

 

iii

 

 


(i)       The unaudited pro forma combined financial statements have been prepared using Astra Tech’s financial statements. Therefore, except as noted in note (ii) below, the carrying value of assets and liabilities in Astra Tech’s financial statements are considered to be a reasonable approximation for fair value of those assets and liabilities.

 

(ii)      For purposes of the pro forma analysis, the intangible assets of Astra Tech have been increased $680.2 million to a total value of $797.5 million to reflect DENTSPLY’s preliminary estimate of the fair value of intangible assets, including trade names, customer lists and patented technology.  The property, plant and equipment of Astra Tech has been increased $5.8 million to a total value of $157.7 million to reflect DENTSPLY’s preliminary estimate of the fair value of property, plant and equipment. Additionally, an inventory write-up of $38.5 million was recorded, which is excluded from the pro forma adjustments to the combined statements of operations because it is a non-recurring item.   A short-term deferred tax liability of $11.1 million and a long-term deferred tax liability of $180.4 million was recorded in connection with these increases. No other adjustment was made to the assets and liabilities of Astra Tech to reflect their fair value.

 



 

(iii)     Goodwill was increased $958.0 million to reflect the total excess of the purchase consideration over the fair value of the net assets acquired.

 

Following completion of the Acquisition, DENTSPLY anticipates that the estimated fair value noted above may differ materially from the preliminary assessment. Any decreases to the initial estimates of the fair value of the assets and any increases to the fair value of the liabilities will result in additional goodwill.

 

Once DENTSPLY has complete information as to the specifics of Astra Tech’s assets, the estimated fair values assigned to the assets and/or the associated estimated weighted-average useful life of the assets will likely be different than that reflected in these unaudited pro forma combined financial statements and the differences could be material.

 

(c) Depreciation Expense

 

An adjustment to record estimated incremental depreciation of $0.3 million was made for the six months ended June 30, 2011, and $0.5 million for the year ended December 31, 2010. The change in depreciation expense was the result of the preliminary estimate of the fair value adjustment to acquired property, plant and equipment. The estimated average remaining useful life assigned to property, plant and equipment approximates their historical life.

 

(d) Amortization Expense

 

Adjustments to record estimated incremental amortization expense of $4.1 million to cost of products sold and $12.4 million to selling, general and administrative expenses were made for the six months ended June 30, 2011. For the year ended December 31, 2010, adjustments to record estimated incremental amortization expense of $7.3 million to cost of products sold and $21.8 million to selling, general and administrative expense were made. These adjustments were based on the assumption that $569.8 million of the recorded intangible assets related to Astra Tech would be definite lived.  The estimated weighted average useful life of these intangible assets is approximately 13.5 years.

 

(e) Interest Expense

 

The interest expense adjustment included in the unaudited pro forma combined statements of operations reflects the additional interest expense from the financing transactions and DENTSPLY’s use of cash on hand to fund a portion of the purchase price.  With respect to the debt financing, DENTSPLY calculated the adjustment to interest expense using an estimated weighted average interest rate of 3.4% for the debt issued in the financing transactions as well as the amortization of the related deferred financing fees. For purposes of estimating the weighted average interest rate DENTSPLY has made certain assumptions regarding the maturity dates of the debt. The actual weighted average interest rate may differ from the estimated rate due to changes in market conditions or differences between the actual terms of the debt financing and DENTSPLY’s assumptions.

 

DENTSPLY intends to issue $200.0 million of commercial paper to fund a portion of the purchase price of the Acquisition.  DENTSPLY estimates the interest on the commercial paper to be 0.4% using a one month LIBOR rate as of August 10, 2011.

 

DENTSPLY expects to incur $13.2 million of deferred financing fees with an amortization period of 5.2 years in connection with various financing transactions related to the Acquisition.

 

DENSTPLY intends to utilize $646.7 million of available cash to fund a portion of the purchase price that is not funded through other sources.  DENTSPLY estimates the interest on the cash to be 0.3%.

 

Coincident with the debt financing transactions DENTSPLY intends to enter into a foreign exchange hedging transaction of up to $1.0 billion to protect the Company from foreign exchange risk inherent in its planned debt push down to a European subsidiary through an intercompany loan.  DENTSPLY estimates the interest on the hedging transaction to be 0.9%.

 

As reflected in the table below, for each 1/8% deviation between DENTSPLY’s assumed weighted average interest rate and the actual weighted average interest rate, interest expense would increase or decrease, as applicable, by approximately $1.4 million for the six months ended June 30, 2011 and $2.8 million for the year ended December 31, 2010, respectively.

 



 

The adjustment to interest expense on the pro forma combined statements of operations for the six months ended June 30, 2011 and the year ended December 31, 2010 is calculated as follows:

 

(in thousands)

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

Interest expense related to the debt financing assuming a 3.4% weighted average rate

 

$

16,775

 

$

33,550

 

Incremental interest on commercial paper issued at 0.4%

 

360

 

720

 

Amortization of deferred financing fees

 

2,450

 

5,702

 

Investment income forgone on cash assuming 0.3% weighted average rate

 

1,102

 

2,204

 

Incremental interest on hedge assuming a 0.9% weighted average rate

 

4,319

 

8,638

 

Pro forma interest expense adjustment

 

$

25,006

 

$

50,814

 

 

 

 

 

 

 

Impact of 1/8% change in weighted average interest rates

 

$

1,375

 

$

2,750

 

 

Reflected in the amortization of deferred financing fees is a reduction of interest cost of $0.4 million related to deferred financing fees, recorded in the combined statement of operations for the six months ended June 30, 2011, that relate to nonrecurring fees expensed in that period.

 

(f) Tax Provision Benefit

 

The estimated tax provision benefits of the above adjustments are $11.7 million for the six months ended June 30, 2011, and $27.3 million for the year ended December 31, 2010. The tax rate is based on the estimated blended tax rate based on the tax jurisdictions in which Astra Tech operates.

 

An adjustment to income taxes payable of $5.9 million at June 30, 2011 relates to the tax effect of certain other pro forma adjustments.

 

(g) Elimination of Astra Tech Shareholders’ Equity

 

An adjustment to eliminate Astra Tech’s common stock of $0.2 million, retained earnings of $359.2 million and accumulated other comprehensive income of $19.8 million was recorded in the pro forma combined balance sheet at June 30, 2011.

 

(h) Intracompany Sales

 

An adjustment to DENTSPLY’s revenue was required to eliminate the revenue generated on sales of products to Astra Tech.  For the six months ended June 30, 2011 and the year ended December 31, 2010, $2.6 million and $4.0 million, respectively, were eliminated from net sales in the pro forma combined statements of operations.  At June 30, 2011, an elimination of $0.8 million was made to accounts receivable and accounts payable related to amounts receivable and payable on intercompany sales on the pro forma combined balance sheet.

 

(i) Allowance for Doubtful Accounts

 

An adjustment of $2.2 million was added to Astra Tech’s allowance for doubtful accounts, which reduced accounts receivable for the pro forma combined balance sheet at June 30, 2011. The adjustment reflects DENTSPLY’s reserve policies.

 

(j) Elimination of Intercompany Payables with Astra Zeneca Affiliates

 

A reduction in cash of approximately $165.5 million was made to reflect the expected repayment of intercompany payables with Astra Zeneca affiliates prior to the Acquisition.

 

(k) Transaction Costs

 

An adjustment of $6.0 million was required to eliminate the transaction costs incurred by DENTSPLY associated with the Acquisition for the six months ended June 30, 2011.