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 |
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17405-0872 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 Companys current expectations.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit |
|
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. |
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 |
|
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 |
Exhibit 99.1
Independent Auditors 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 Techs 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 Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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
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 |
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 |
|
Consolidated Statement of Financial Position at 31 December
|
|
|
|
2010-12-31 |
|
2009-12-31 |
|
2009-01-01 |
|
|
|
Note |
|
MSEK |
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
13 |
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|
|
|
|
|
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Non-current assets |
|
|
|
|
|
|
|
|
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Property, plant and equipment |
|
5 |
|
966 |
|
998 |
|
950 |
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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 |
|
|
|
|
|
|
|
|
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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 |
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Total assets |
|
|
|
4,169 |
|
3,921 |
|
3,934 |
|
Consolidated Statement of Financial Position at 31 December
|
|
|
|
2010-12-31 |
|
2009-12-31 |
|
2009-01-01 |
|
|
|
Note |
|
MSEK |
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
13.14 |
|
|
|
|
|
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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 |
|
Consolidated Statement of Changes in Equity for the year ended 31 December
MSEK |
|
Note |
|
Share |
|
Translation |
|
Retained |
|
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 |
|
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 |
|
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 parents 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 Groups 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 Groups 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 Groups 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.
Functional currency and presentation currency
The Consolidated Financial Statements are presented in Swedish krona, which is the Parent Companys functional currency as well as the groups 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 Techs management considers the following to be the most important accounting principles in the context of the Groups 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 Groups share in the net fair value of the acquirees 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 Groups 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 Groups 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.
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 Groups 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 Groups 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 Groups 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.
Financial instruments
The Groups 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 entitys 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 entitys accounting records.
Non-monetary items arising from foreign currency transactions are not retranslated in the individual Group entitys 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 assets 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.
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.
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.
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 Groups 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 |
|
Pension and |
|
Untaxed |
|
Other (mainly |
|
Losses and |
|
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.
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 |
|
Buildings |
|
Plant and |
|
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 |
|
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, |
|
Product, |
|
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).
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.
Note 13 Financial risk management objectives and policies
The Groups principal financial instruments, comprise loans, cash and short-term deposits. The main purpose of these financial instruments is to manage the Groups 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 Groups 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 Groups 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 Groups 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.
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 Groups 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 |
|
Total |
|
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 Groups financial liabilities, on an undiscounted basis is as follows:
|
|
Other loans |
|
Trade and |
|
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 |
|
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 |
|
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.
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 |
|
|
|
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 Companys 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.
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 Groups defined benefit obligations at 31 December 2010 are in schemes within Sweden. In Sweden the pension obligations are not funded. 16.39% of the Groups 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 .
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 |
% |
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 |
|
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).
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 Groups 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 funds assets at the valuation date was £2,994m ($5,951m equivalent), representing 87% of the funds actuarially assessed liabilities as valued in accordance with the funds 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 funds 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 |
|
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 |
% |
(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.
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.
Exhibit 99.2
ASTRA TECH GROUP
Contents
Consolidated Statement of Comprehensive Income |
2 |
|
|
Consolidated Statement of Financial Position at June 30, 2011 and December 31, 2010 |
3 |
|
|
Consolidated Statement of Changes in Equity |
5 |
|
|
Consolidated Statement of Cash Flows |
6 |
|
|
Notes to the Financial Statements |
7 |
ASTRA TECH GROUP
Consolidated Statement of Comprehensive Income for
the six months ended:
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
Revenue |
|
1,914 |
|
1,955 |
|
Cost of sales |
|
-588 |
|
-600 |
|
Gross profit |
|
1326 |
|
1355 |
|
Distribution costs |
|
-75 |
|
-68 |
|
Research and development costs |
|
-86 |
|
-84 |
|
Selling, general and administrative costs |
|
-947 |
|
-951 |
|
Operating profit |
|
218 |
|
252 |
|
Financial income |
|
9 |
|
4 |
|
Financial expense |
|
-6 |
|
-6 |
|
Profit before tax |
|
221 |
|
250 |
|
Taxation |
|
-59 |
|
-72 |
|
NET PROFIT FOR THE PERIOD |
|
162 |
|
178 |
|
|
|
|
|
|
|
Other Comprehensive Income: |
|
|
|
|
|
Foreign exchange arising on consolidation |
|
-31 |
|
23 |
|
Defined benefit plan actuarial gains/losses for the period |
|
-20 |
|
0 |
|
Income tax relating to components of other comprehensive income |
|
5 |
|
0 |
|
Other Comprehensive Income for the period, net of tax |
|
-46 |
|
23 |
|
Total Comprehensive Income for the period |
|
116 |
|
201 |
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
Owners of the Parent |
|
162 |
|
178 |
|
|
|
|
|
|
|
Total Comprehensive Income attributable to: |
|
|
|
|
|
Owners of the Parent |
|
116 |
|
201 |
|
ASTRA TECH GROUP
Consolidated Statement of Financial Position at:
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
|
959 |
|
966 |
|
Goodwill |
|
62 |
|
62 |
|
Other intangible assets |
|
741 |
|
811 |
|
Deferred tax assets |
|
52 |
|
61 |
|
Other Long term receivables |
|
15 |
|
18 |
|
Receivables from group companies |
|
1 |
|
1 |
|
|
|
1,830 |
|
1,919 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
|
340 |
|
327 |
|
Trade and other receivables |
|
780 |
|
694 |
|
Income tax receivables |
|
13 |
|
0 |
|
Receivables from group companies |
|
0 |
|
29 |
|
Cash and cash equivalents |
|
1,290 |
|
1,200 |
|
|
|
2,423 |
|
2,250 |
|
Total assets |
|
4,253 |
|
4,169 |
|
ASTRA TECH GROUP
Consolidated Statement of Financial Position at:
|
|
2011-06-30 |
|
2010-12-31 |
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
581 |
|
605 |
|
Income tax liabilities |
|
0 |
|
19 |
|
Liabilities to group companies |
|
10 |
|
0 |
|
|
|
591 |
|
624 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Employee benefits |
|
240 |
|
250 |
|
Long-term payables |
|
0 |
|
0 |
|
Deferred tax liabilities |
|
295 |
|
317 |
|
Liabilities to group companies |
|
1,035 |
|
1,035 |
|
|
|
1,570 |
|
1,602 |
|
Total liabilities |
|
2,161 |
|
2,226 |
|
Net assets |
|
2,092 |
|
1,943 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Capital and reserves attributable to equity holders of the Company |
|
|
|
|
|
Share capital |
|
1 |
|
1 |
|
Translation reserve |
|
-98 |
|
-67 |
|
Retained earnings |
|
2,189 |
|
2,009 |
|
Total Equity |
|
2,092 |
|
1,943 |
|
ASTRA TECH GROUP
Consolidated Statement of Changes in Equity for the year ended
31 December 2010 and six months ended 30 June 2011
MSEK |
|
Share |
|
Translation |
|
Retained |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2010 |
|
1 |
|
41 |
|
1,618 |
|
1,660 |
|
Profit for the period |
|
|
|
|
|
396 |
|
396 |
|
Defined benefit plan actuarial gains for the period, net of tax |
|
|
|
|
|
-5 |
|
-5 |
|
Exchange rate differences arising on translation of foreign operations |
|
|
|
-108 |
|
|
|
-108 |
|
Total comprehensive income for the year |
|
|
|
-108 |
|
391 |
|
283 |
|
At 31 December 2010 |
|
1 |
|
-67 |
|
2,009 |
|
1,943 |
|
Profit for the period |
|
|
|
|
|
162 |
|
162 |
|
Disposal of foreign subsidiaries |
|
|
|
1 |
|
3 |
|
4 |
|
Defined benefit plan actuarial losses for the period, net of tax |
|
|
|
|
|
15 |
|
15 |
|
Exchange rate differences arising on translation of foreign operations |
|
|
|
-32 |
|
|
|
-32 |
|
Total comprehensive income for the year |
|
|
|
-31 |
|
180 |
|
149 |
|
At 30 June 2011 |
|
1 |
|
-98 |
|
2,189 |
|
2,092 |
|
ASTRA TECH GROUP
Consolidated Statement of Cash Flows for the six months ended:
|
|
2011-06-30 |
|
2010-06-30 |
|
|
|
MSEK |
|
MSEK |
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Profit before tax |
|
221 |
|
250 |
|
Financial income and expense |
|
-2 |
|
2 |
|
Depreciation, amortisation and impairment |
|
100 |
|
103 |
|
(Increase)/decrease in trade and other receivables |
|
-83 |
|
-88 |
|
(Increase)/decrease in inventories |
|
-44 |
|
-22 |
|
Increase/(decrease) in trade and other payables and provisions |
|
-85 |
|
40 |
|
Other non-cash movements |
|
43 |
|
40 |
|
Cash generated from operations |
|
150 |
|
325 |
|
Interest paid |
|
0 |
|
2 |
|
Income tax paid |
|
-32 |
|
-77 |
|
Net cash inflow from operating activities |
|
118 |
|
250 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Proceeds on disposal of subsidiaries |
|
27 |
|
0 |
|
Deposits paid |
|
2 |
|
-4 |
|
Purchase of property, plant and equipment |
|
-70 |
|
-48 |
|
Purchase of intangible assets |
|
0 |
|
0 |
|
Interest received |
|
7 |
|
1 |
|
Net cash outflow from investing activities |
|
-34 |
|
-51 |
|
Net cash inflow/(outflow) before financing activities |
|
84 |
|
199 |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Change in employee benefits |
|
-2 |
|
-2 |
|
Net cash (outflow)/inflow from financing activities |
|
-2 |
|
-2 |
|
Net increase/(decrease) in cash and cash equivalents in the period |
|
82 |
|
197 |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
1,200 |
|
759 |
|
Exchange rate effects |
|
8 |
|
-40 |
|
Cash and cash equivalents at the end of the period |
|
1,290 |
|
916 |
|
Astra Tech Group
Notes to Financial Statements (Unaudited)
June 30, 2010
(In MSEK, unless otherwise noted)
Basis of accounting and preparation of financial information
The condensed financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The condensed financial statements have been prepared under the historical cost basis.
The same accounting policies, presentation and methods of computation have been followed in these condensed financial statements as were applied in the preparation of the Companys financial statements for the year ended December 31, 2010.
Note 1 Sale of the Company
In June 2011, the Companys parent, Astra Zeneca Plc. (Astra Zeneca), announced the sale of the Company to DENTSPLY International Inc. for approximately US$1.8 billion. The transaction is subject to regulatory approval and customary closing conditions and is expected to close by the end of 2011.
Note 2 Taxation
During the six months ended June 30, 2011 and 2010, we recognized income tax expense of SEK 63.8 million and SEK 84.5 million, respectively, which represents effective tax rates of 28.9% and 33.8%, respectively. The 4.9 basis point decrease in the effective tax rate in 2011 was primarily due to country mix.
Note 3 Business area information
The tables below show information by business area. The figures show the revenue and operating profit per business area.
Revenue |
|
6/30/2011 |
|
6/30/2010 |
|
Dental |
|
1,062 |
|
1,080 |
|
Urology |
|
719 |
|
727 |
|
Surgery |
|
133 |
|
148 |
|
Total |
|
1,914 |
|
1,955 |
|
|
|
|
|
|
|
Operating profit |
|
6/30/2011 |
|
6/30/2010 |
|
Dental |
|
97 |
|
118 |
|
Urology |
|
116 |
|
127 |
|
Surgery |
|
5 |
|
7 |
|
Total |
|
218 |
|
252 |
|
Note 4 Commitments and contingencies
We are involved in pending and threatened litigation of the character incidental to the business transacted and are, from time to time, involved as a party in various governmental and administrative proceedings. We believe that any liability that may result from any one of these actions is unlikely to have a material adverse effect on our financial position or results of operations.
Note 5 Receivables and payables to group companies
|
|
2011-06-30 |
|
2010-12-31 |
|
Receivables from group companies |
|
561 |
|
619 |
|
Payables to group companies |
|
-571 |
|
-590 |
|
Net receivables / net payables (-) |
|
-10 |
|
29 |
|
All Astra Tech intercompany sales invoices are assigned to the Astra Zeneca netting center: the company sending the invoice gets a receivable against the netting center, the receipt gets a payable. Since credit terms towards the netting center differ between countries there is always a net balance in the statement of financial position.
Note 6 Property, plant and equipment
During the period, the Company spent approximately SEK 70.3 million on the additions to property, plant and equipment. It also disposed of fixed assets with a carry amount of SEK 33.0 million for proceeds of SEK 30.9 million.
Note 7 Trade and other receivable
|
|
2011-06-30 |
|
2010-12-31 |
|
Amounts due within one year |
|
|
|
|
|
Trade receivables |
|
756 |
|
666 |
|
Less: Amounts provided for doubtful debts |
|
-29 |
|
-30 |
|
|
|
|
|
|
|
Other receivables |
|
17 |
|
13 |
|
Prepayments and accrued income |
|
36 |
|
44 |
|
|
|
780 |
|
694 |
|
|
|
|
|
|
|
Provision for doubtful debts |
|
|
|
|
|
Balance at beginning of year |
|
30 |
|
35 |
|
Impairment losses recognised |
|
-1 |
|
-5 |
|
Balance at end of year |
|
29 |
|
30 |
|
Note 8 Cash and bank balances
|
|
2011-06-30 |
|
2010-12-31 |
|
Cash at bank and in hand |
|
295 |
|
238 |
|
Short term deposits within Astra Zeneca treasury |
|
995 |
|
962 |
|
Cash and cash equivalents |
|
1,290 |
|
1,200 |
|
Cash and cash equivalents in the cash flow statement |
|
1,290 |
|
1,200 |
|
The majority of excess cash within Astra Tech is placed in intercompany current accounts within the Astra Zeneca treasury. All means that are placed in these treasury accounts are available for Astra Tech without limitations.
Note 9 Interest-bearing loans and borrowings
|
|
2011-06-30 |
|
2010-12-31 |
|
Long-term non interest-bearing loans |
|
1,035 |
|
1,035 |
|
|
|
1,035 |
|
1,035 |
|
Note 10 Statutory and other information
Related party transactions
Except from intra-group transactions with Astra Zeneca, the Group had no related party transactions. As disclosed in Note 9, the Company has a long term non-interest bearing loan from Astra Zeneca, and as discussed in the Companys 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.
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 Techs 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 Techs 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 DENTSPLYs 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 DENTSPLYs 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) DENTSPLYs audited consolidated statements of operations for the year ended December 31, 2010 contained in DENSTPLYs Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC, and (ii) DENTSPLYs 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 DENTSPLYs 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 Techs audited consolidated statement of operations for the period January 1, 2010 through December 31, 2010, and (ii) Astra Techs 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 DENTSPLYs 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 DENTSPLYs 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 DENTSPLYs Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited consolidated financial statements of DENTSPLY contained in DENTSPLYs 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 DENTSPLYs 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 Techs IFRS accounting policies with DENTSPLYs 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 DENTSPLYs 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 Techs 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 DENTSPLYs 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 DENTSPLYs 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 Techs financial statements. Therefore, except as noted in note (ii) below, the carrying value of assets and liabilities in Astra Techs 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 DENTSPLYs 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 DENTSPLYs 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 Techs 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 DENTSPLYs 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 DENTSPLYs 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 DENTSPLYs 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 Techs 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 DENTSPLYs 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 Techs allowance for doubtful accounts, which reduced accounts receivable for the pro forma combined balance sheet at June 30, 2011. The adjustment reflects DENTSPLYs 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.