EX-99.01 3 d233839dex9901.htm AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR TEKLA PLC Audited consolidated financial statements for Tekla Plc

Exhibit 99.01

TEKLA PLC

CONSOLIDATED FINANCIAL STATEMENTS

Audited consolidated financial statements for Tekla Plc as of and for the fiscal year ended December 31, 2010

and the unaudited interim financial statements as of and for the six months ended June 30, 2010 and 2011.


Report of Independent Auditors

The Board of Directors and Shareholders of Tekla Plc Limited

We have audited the accompanying consolidated balance sheet of Tekla Plc (“the Company”) as of December 31, 2010, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

International Financial Reporting Standards require that financial statements be presented with comparative financial information. These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X. Accordingly no comparative financial information is presented.

In our opinion, except for the omission of comparative financial information as discussed in the preceding paragraph, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tekla Plc at December 31, 2010, and the consolidated results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ Ernst & Young Oy

Helsinki, Finland

September 16, 2011

 

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TEKLA PLC

Consolidated income statement

For the year ended December 31, 2010

(Amounts expressed in Euro, 000s)

 

     Note      1/1 - 12/31/2010  

Net sales

     1, 3         57,834   
     

 

 

 

Other operating income

     4         581   

Change in inventories of finished goods and in work in progress

        -52   

Raw materials and consumables used

        -2,079   

Employee compensation and benefit expense

     5         -32,059   

Depreciation

     6         -1,712   

Other operating expenses

     7         -12,539   

Share of results in associated companies

     14         86   
     

 

 

 

Operating profit

        10,060   
     

 

 

 

Financial income

     9         1,811   

Financial expenses

     9         -1,115   

Profit before taxes

        10,756   

Income taxes

     10         -2,574   
     

 

 

 

Net profit for the year

        8,182   
     

 

 

 

Attributable to Equity holders of the parent company

        8,182   

Earnings per share calculated from the profits attributable to equity holders of the parent company:

     

Earnings per share (EUR)

        0.36   

Earnings are not diluted.

     

Consolidated statement of comprehensive income

     

(Amounts expressed in Euro, 000s)

     
            1/1- 12/31/2010  

Profit for the year

        8,182   
     

 

 

 

Other comprehensive income, net of tax:

     9, 10      

Available-for-sale financial assets

        -55   

Translation differences

        -179   
     

 

 

 

Total

        -234   
     

 

 

 

Total comprehensive income for the year

        7,948   
     

 

 

 

Attributable to Equity holders of the parent company

        7,948   

 

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TEKLA PLC

Consolidated balance sheet

As of December 31, 2010

(Amounts expressed in Euro, 000s)

 

    

Note

   12/31/2010  

Assets

     

Non-current assets

     

Property, plant and equipment

   12      1,336   

Goodwill

   13      143   

Intangible assets

   13      2,689   

Investments in associated companies

   14      1,356   

Other financial assets

   15, 16      125   

Receivables

   15, 19      362   

Deferred tax assets

   17      638   
     

 

 

 
        6,649   

Current assets

     

Inventories

   18      56   

Trade and other receivables

   15, 19      11,234   

Current income tax assets

   15      51   

Other financial assets

   15, 16      21,343   

Cash and cash equivalents

   15, 20      8,179   
     

 

 

 
        40,863   
     

 

 

 

Assets total

        47,512   
     

 

 

 

Equity and liabilities

     

Capital and reserves attributable to equity holders of the parent company

     

Share capital

   21      678   

Reserve fund

   21      1,325   

Treasury shares

   21      -652   

Translation differences

   21      200   

Fair value reserve

   21      34   

Invested non-restricted equity fund

   21      9,160   

Retained earnings

        23,126   
     

 

 

 
        33,871   

Non-current liabilities

     

Deferred tax liabilities

   17      67   

Financial liabilities

   15, 24      46   
     

 

 

 
        113   

Current liabilities

     

Trade and other payables

   15, 25      13,038   

Current income tax liabilities

   15      413   

Financial liabilities

   15, 24      77   
     

 

 

 
        13,528   

Liabilities total

        13,641   
     

 

 

 

Equity and liabilities total

        47,512   
     

 

 

 

 

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TEKLA PLC

Consolidated cash flow statement

For the year ended December 31, 2010

(Amounts expressed in Euro, 000s)

 

     Note      1/1-12/31/2010  

Cash flows from operating activities

     

Profit before income taxes

        10,756   

Adjustments; transactions with no associated payment:

     

Depreciation

        1,712   

Financial income and expenses

        -691   

Other adjustments

        241   
     

 

 

 

Cash flow before working capital changes

        12,018   

Changes in working capital:

     

Change in trade and other current receivables

        -1,941   

Change in inventories

        52   
     

 

 

 

Change in trade and other payables

        2,019   

Net cash from operating activities

        12,148   

Interest paid

        -36   

Interest received

        24   

Other financial expenses

        -101   

Income taxes paid

        -2,298   
     

 

 

 

Net cash flows from operating activities

        9,737   

Cash flows from investing activities

     

Investments in tangible and intangible assets

        -2,334   

Proceeds from sale of property, plant and equipment

        65   

Acquisition of associated companies

     2         -400   

Net investments in available-for-sale financial assets

        -1,551   

Interests received from available-for-sale financial assets

        377   
     

 

 

 

Net cash flows from investing activities

        -3,843   

Cash flows from financing activities

     

Payment of finance lease liabilities

        -47   

Payment of dividend

        -4,483   
     

 

 

 

Net cash used in financing activities

        -4,530   

Change in cash and cash equivalents

        1,364   

Cash and cash equivalents at beginning of the period

        7,125   

Cash and cash equivalents at end of the period

        8,489   

Reconciliation of cash and cash equivalents in the balance sheet and cash flow statement

     

Cash and cash equivalents according to balance sheet at beginning of the period

        5,129   

Available-for-sale financial assets, cash equivalents

        1,996   
     

 

 

 

Cash and cash equivalents according to cash flow statement at beginning of the period

        7,125   

Cash and cash equivalents according to balance sheet at end of the period

        8,179   

Available-for-sale financial assets, cash equivalents

        310   
     

 

 

 

Cash and cash equivalents according to cash flow statement at end of the period

        8,489   

 

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TEKLA PLC

Consolidated statement of changes in equity

For the year ended December 31, 2010

(Amounts expressed in Euro, 000s)

 

     Equity attributable to equity holders of the parent         
     Share
capital
     Share
premium
account
     Reserve
fund
     Treasury
shares
     Accumulated
Translation
difference
     Fair value
reserves
     Invested
non-restricted
equity fund
     Retained
earnings
     Total  

Equity Jan 1, 2010

     678         8,893         1,325         -898         379         89            19,427         29,893   

Payment of dividend

                          -4,483         -4,483   

Transfer of treasury shares May 7

              246               267            513   

Reduction of share premium account

        -8,893                     8,893            0   

Total comprehensive income for the year

                 -179         -55            8,182         7,948   

Equity Dec 31, 2010

     678         0         1,325         -652         200         34         9,160         23,126         33,871   

 

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Notes to the consolidated financial statements

GENERAL

Tekla Plc (the parent company) is a Finnish public limited company, domiciled in Espoo, and its registered address is Metsänpojankuja 1, 02130 Espoo, Finland.

Tekla is an international software product company whose model-based software products make customers’ core processes more effective in building and construction, energy distribution, infrastructure management and water supply. Tekla has customers in 100 countries.

These financial statements have been authorized for issue in accordance with a resolution of directors on September 16, 2011.

BASIS OF PREPARATION

Except for the omission of comparative information as discussed below, the consolidated financial statements have been prepared in accordance the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. IAS 1 requires that the financial statements are presented with comparative financial information. These financial statements have been prepared solely for the purposes of meeting the requirements of Rule 3-05 of Regulation S-X. Accordingly no comparative information is presented.

The financial statements have been prepared based on historical cost conventions, excluding available-for-sale investments and derivative instruments, which are measured at fair value.

The financial statements are presented in thousands of euros, unless otherwise stated.

The Group has adopted certain new standards, amendments and interpretations to existing standards, which have been published and which are mandatory for accounting periods beginning on January 1, 2010:

 

   

IFRS 3 (Revised), Business Combinations. The revised standard continues to apply the acquisition method to business combinations, but with some significant changes compared with IFRS 3. For example, all payments to purchase a business are recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through the income statement. The amendments to the standard have an effect on the amount of goodwill recognized for acquisitions and sales results of the business functions. The amendments also have an effect on items recognized through profit or loss both during the financial period of acquisition and those financial periods during which an additional purchase price is paid or additional acquisitions are performed. In accordance with the transition requirements of the standard, business combinations where the date of acquisition precedes the mandatory implementation of the standard are not adjusted. The changes of the revised standard may affect the Group’s financial statements in future financial periods.

 

   

IAS 27 (Amendment), Consolidated and Separate Financial Statements. The amended standard requires that the effects arising from changes in the ownership of a subsidiary be recognized directly under the group’s shareholders’ equity when the parent company’s control is retained. If control in the subsidiary is lost, any remaining investment is measured at fair value through profit or loss. The respective accounting standard is in the future applied also to IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures. The amended IAS 27 has no impact on the current period, as no subsidiary ownership changes have occurred during the period.

 

   

IFRS 2 (Amendment), Share-based Payment. Group cash-settled share-based payment transactions. The Group estimates that the amendment has not had a significant effect on the Group’s financial statements.

 

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Annual improvements to IFRS standards in 2009. The amendments concern a total of 12 standards, and their impacts vary by standard. The Group estimates that the amendments have not had a significant effect on the Group’s financial statements.

The following new interpretations or amendments to existing standards are mandatory for accounting periods beginning on January 1, 2010, but they are not currently relevant to the Group’s operations:

 

   

IAS 39 (Amendment), Financial Instruments: Recognition and Measurement – Eligible Hedged Items. The amendments apply to hedge accounting. The interpretation has had no impact in the Group’s financial statements.

 

   

IFRIC 12, Service Concession Arrangements

 

   

IFRIC 15, Agreements for the Construction of Real Estate

 

   

IFRIC 16, Hedges of a Net Investment in a Foreign Operation

 

   

IFRIC 17, Distributions of Non-cash Assets to Owners

 

   

IFRIC 18, Transfers of Assets from Customers.

The following amendments and interpretations to existing standards have been published and they are mandatory for accounting periods beginning on or after January 1, 2011. They are not expected to be relevant to the Group’s operations.

 

   

IAS 32 (Amendment), Financial Instruments: Presentation – Classification of Rights Issues. The amendment particularly applies to the classification of rights issues offered for a fixed amount of foreign currency.

 

   

IAS 24 (Revised), Related Party Disclosures. The amendment is to clarify and simplify the definition of a related party, especially with regard to significant influence or joint control.

 

   

IFRIC 14, IAS 19 (Amendment), The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction.

 

   

IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments.

 

   

Annual improvements to IFRS standards.

USE OF ESTIMATES

When preparing the financial statements, the Group’s management is required to make estimates and assumptions influencing the content of the financial statements, and it must exercise its judgment regarding the application of accounting policies. These estimates are based on the management’s best knowledge, but it is possible that actual results may ultimately differ from the estimates used in the financial statements. Tax losses carried forward are recognized as deferred tax assets only to the extent that it is probable that future taxable profits will be available against which unused tax losses can be utilized. Actual results could differ from those estimates. Assessment of meeting the capitalization criteria of research and development includes management estimates of the future potential of the products. Impairment testing of goodwill includes management estimates of future cash flows and the determination of risk.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the parent company Tekla Plc and the subsidiaries in which the parent company holds directly or indirectly more than half of the votes or in which the parent company directly or indirectly has the right to decide on the principles of the company’s finances and business activity. Subsidiaries acquired during the financial year are included in the financial statements from the date of acquisition, and divested subsidiaries up to the date when control has been relinquished.

 

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Acquired subsidiaries are included in the financial statements using the acquisition method of accounting, i.e. the assets, liabilities and contingent liabilities are measured at fair value at the time of acquisition. The acquisition cost less the fair value of specifiable assets, liabilities and contingent liabilities constitutes goodwill. In accordance with the IFRS 1 standard, business acquisitions preceding the IFRS transition date are not adjusted to the IFRS principles; they remain in the pre-transition date values based on the Finnish Accounting Standards.

All intragroup transactions, unrealized margins of internal deliveries, internal liabilities and receivables, and internal profit distribution are eliminated.

Intragroup holding is eliminated using the acquisition method of accounting. The exchange differences arising from elimination of intragroup holdings are recognized in other comprehensive income.

Associates are companies in which the Group has considerable influence but not control, generally accompanying a shareholding of between 20 – 50 percent of the voting rights. Investments in associated companies are accounted for in the consolidated financial statements under the equity method, and are initially recognized at cost. The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income statement as a separate item before the operating profit. The Group’s investments in the associated companies upon the date of acquisition, adjusted for changes in the associated companies’ equity after the date of acquisition, are shown in the consolidated balance sheet under “Investments in associated companies”.

FOREIGN CURRENCY TRANSACTIONS

The figures on Group units’ results and financial standing are measured in the currency that is the currency of the primary operating environment of each unit (“functional currency”). The consolidated financial statements are presented in euros, which is the parent company’s functional and presentation currency.

Transactions in foreign currencies are recorded at the exchange rate on the date of transaction. At the end of the financial period, foreign currency monetary items are translated to the functional currency using the exchange rate at the balance sheet date. Non-monetary items are carried at the exchange rate at the date of the transaction.

All foreign exchange gains and losses from operational and financial items are entered as exchange rate differences in the income statement under financial income and expenses. Exchange differences arising from a monetary item that forms a part of the company’s net investment in a foreign operation is recognized in other comprehensive income.

In the consolidated financial statements, the income statements of foreign subsidiaries are translated into euros using the weighted average rate for the year and balance sheets at the exchange rate of the balance sheet date. A translation difference resulting from translation of the income statement and balance sheet at different rates are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in the income statement. A translation difference resulting from the translation of a subsidiary’s equity in the consolidation is recognized in other comprehensive income. On disposal of a foreign operation, that particular component is recognized in the income statement.

FINANCIAL ASSETS AND LIABILITIES

The Group’s financial assets are classified as follows: financial assets at fair value through profit or loss, loans and other receivables, and available-for-sale financial assets. The categorization is based on the purpose of the acquisition of the financial assets, and it is performed in connection with the original acquisition. The classification is always re-evaluated at the balance sheet date.

 

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Transaction costs are included in the original book value of the financial assets, when the item in question is not recognized as income at fair value. The financial assets measured at fair value are originally recognized at fair value, and the transaction costs are entered in the income statement. All purchases and sales of financial assets are recorded on the date of the transaction.

Derecognition of a financial asset is done when the Group has lost its contractual right to cash flow or when it has, for a significant extent, transferred risks and rewards to outside the Group.

Financial assets and liabilities at fair value through profit or loss

Derivatives that do not meet the requirements of hedge accounting, are categorized as held for trading and they are measured at fair value through profit or loss. Profit and loss, both realized and unrealized, from fair value changes is recognized in the income statement for the period during which they arise.

Loans and other receivables

Loans and other receivables are non-derivative financial assets, with fixed or determinable payments, which are not traded in an active market and not held for trading. They are measured at amortized cost. They are recognized in the balance sheet’s Trade and other receivables group as current or non-current assets based on their nature; non-current, if they mature after 12 months.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets specifically designated to this group or not classified otherwise. Available-for-sale financial assets are measured at fair value, using quoted market prices. The unlisted securities whose fair value cannot be reliably determined are measured at cost with impaired losses. Fair value changes on available-for-sale financial assets are recognized in other comprehensive income. When such an asset is sold, the cumulative fair value changes are recognized in profit or loss.

Available-for-sale financial assets are included in non-current assets excluding those that are meant to be held for less than 12 months after the balance sheet date, in which case they are included in current assets. As available-for-sale financial assets are measured at their fair value, interest income related to these is not accrued.

Cash and cash equivalents

Cash and cash equivalents are reported at cost in the balance sheet. Cash and cash equivalents include cash and bank deposits that can be withdrawn on demand. In the cash flow statement, cash and cash equivalents also contain the liquid investments whose remaining maturity at date of purchase is at the most 3 months. Such investments are originally recognized in accounting as belonging to available-for-sale financial assets.

Financial liabilities

Financial liabilities are initially recognized at fair value based on the consideration received or paid in a transaction. Subsequently, (interest-bearing) loans are measured at amortized cost using the effective interest method. The amount of financial liabilities that is to be settled within 12 months of the balance sheet date is presented as a current liability. Other liabilities are presented as non-current liabilities.

DERIVATIVE CONTRACTS AND HEDGE ACCOUNTING

The Group uses derivative contracts to hedge against the exchange rate risks of prospective sales agreements. Hedge accounting as defined in IAS 39 is not in use in the Group.

Derivatives are initially recognized at cost, corresponding to their fair value. After this, derivatives are measured at fair value. All fair value changes of derivatives are recognized directly in financial income and expenses. In the balance sheet, the fair value of derivatives is presented in non-current receivables or liabilities, based on whether their fair value is positive or negative.

 

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The fair value of foreign exchange forward contracts is calculated by valuing the forward contract at the forward rate on the balance sheet date and by comparing it with the equivalent value calculated through the forward rate when the forward contract was entered into.

REVENUE RECOGNITION

Revenue from the sale of products and services is presented as net sales at fair value less indirect sales taxes and discounts.

Revenue is recognized when significant risks, rewards and control connected with the ownership of the goods have been transferred to the buyer. Usually, the revenue is recognized upon delivery.

Revenue from out-of-the-box software is comprised of license fees. License sales consist of the permanent right to use the product version sold. License payment is recognized as income once the software and a password have been delivered to the customer. Recurring sales include maintenance income and subscriptions, and they are periodized to the months defined in the maintenance or rental agreement over time. Service sales refer to implementation support, training and consultation. Service sales are invoiced and recognized as income when the service has been carried out, arranged or the customer has received the service performed. Other sales are comprised of customer- or customer group-specific product projects.

Revenue from projects (generally lasting more than 6 months) is recognized on the percentage of completion method. The percentage of completion is defined as the proportion of costs incurred for work performed to date compared to the total estimated project costs. When it is likely that the total costs required for completing the project exceed the total revenue from the project, the expected loss is recognized as an expense immediately.

When the outcome of a long-term project cannot be reliably estimated, project-related costs are recognized as an expense in the period in which they are incurred, and revenue from the project is recognized only to the extent of recoverable expenses. Loss on the project is recognized as an expense immediately.

Should the estimates on the outcome of the project change, recognized sales and profit will be adjusted in the period in which the change first becomes known and can be estimated.

INCOME TAXES

The Group income statement includes current taxes of Group companies based on taxable profit for the financial period according to local tax regulations as well as adjustments to prior year taxes and changes in deferred taxes.

Deferred tax assets and liabilities are recognized for all temporary differences arising from the difference between the tax basis of assets and liabilities and their book values in financial reporting. In the determination of deferred income tax the enacted tax rate is used. Principal temporary differences arise from property, plant and equipment, provisions, tax losses carried forward and financial instruments. A deferred tax asset is recognized only to the extent that it is probable that it can be utilized for future taxable income.

GOODWILL AND OTHER INTANGIBLE ASSETS

In calculating goodwill, the net fair value of the acquiree’s assets, liabilities and contingent liabilities is deducted from the cost of the transaction. Goodwill is not amortized.

Instead, goodwill is tested for impairment at least annually or whenever there is an indication of impairment.

 

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Other intangible rights comprise trademarks and patents, other intangible assets software licenses, for instance. Patents and software licenses are recognized in the balance sheet at cost. Software licenses are amortized on a straight-line basis during an expected useful life of from two to six years. Trademarks and patents are amortized over ten years.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses are expensed in the period in which they are incurred. Development costs of new products and new product versions and technologies with significant enhancements are carried forward when they are technically feasible and their future recoverability can reasonably be regarded as assured. Capitalized direct expenses contain personnel, subcontracting and testing expenses directly caused by completing the software ready for use. Development expenses are amortized over the useful life of 4 – 8 years. Amortization starts once the product version is launched. Unfinished development projects are tested for impairment at the balance sheet date.

DISPOSED OPERATIONS

Held-for-sale non-current assets and assets associated with discontinued operations are classified as held for sale and measured at the lower of book value and fair value less costs to sell, if their amount corresponding to the book value will mostly be recovered through the sale of the asset instead of continued use. Depreciation of these assets is discontinued upon classification.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Property, plant and equipment are depreciated using the straight-line method over their useful lives. The depreciation period of machinery and equipment is 2 to 5 years. The useful life of an asset is reviewed at each financial year-end and, if necessary, any change in expectations for financial benefit reflected as an adjustment to the estimated useful life.

Property, plant and equipment are stated in the Notes at cost less accumulated depreciation and impairment loss. Cost includes only the commodities for which the acquisition cost has not yet been depreciated in full according to plan. Sales gains and losses on machinery and equipment are included in other operating income and expenses.

GOVERNMENT GRANTS

The Group receives government grants, intended to, e.g., promote the companies’ research and development activity. Such grants are reported as other income and recognized in proportion with the costs incurred in each project subject to the grant. Grants to capitalized research and development expenses are recognized as decrease of intangible assets.

Grants relating to acquisition of assets (property, plant and equipment) are presented by deducting the grant from the tangible asset’s carrying amount. Grants are recognized in the income statement through smaller depreciations over the useful life of the asset. So far, Tekla has not received government grants related to the acquisition of tangible assets.

IMPAIRMENT OF ASSETS

With regard to assets subject to depreciation, it is reviewed whether there are indications that an asset’s value may be impaired. If there are indications, the recoverable amount of the item is estimated based on its net selling price or a higher value in use. The need for impairment is assessed at the level of cash generating units, i.e. at the lowest possible level largely independent of others, the independent cash flows of which can be separated from other units. If the carrying amount exceeds the recoverable amount, the difference is recognized in the income statement as an impairment loss.

 

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Goodwill is not amortized. Instead, it is tested for impairment annually or whenever there is an indication of impairment.

A previously recognized impairment is reversed, if the assumptions used in estimating the recoverable amount change. The extent of impairment loss to be reversed should not be more than what the asset’s carrying amount would have been if the impairment had not been recognized. Impairment loss for goodwill is not reversed.

According to IAS 39, all financial assets are assessed at each balance sheet date by examining whether there is any objective evidence of impairment of the value of item or item group in the financial assets. Impairment losses recognized as income relating to investments in available-for-sale equity instruments are not reversed. If, in a subsequent period, the fair value of a debt instrument carried as available-for-sale increases due to an event occurring after the impairment was originally recognized, the previously recognized impairment loss is reversed through profit and loss.

LEASES

Leases on property, plant and equipment are classified as finance leases if they transfer a substantial portion of the risks and rewards incident to ownership. Finance leases are recognized in the balance sheet as assets and liabilities at the lower of the fair value of the leased asset and the present value of the minimum lease payments at the inception of the lease. Assets held under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. Finance lease payments are apportioned between finance charges and reductions of outstanding liability.

Leases where substantially all the risks and rewards of ownership are retained by the lessor are classified as other rental contracts. Other rental expenses based on a lease are recognized as expenses in the income statement on a straight-line basis over the lease term. Lease commitments are presented as off-balance sheet commitments in the Notes.

INVENTORIES

Inventories are measured at the lower of cost or net realizable value. Cost is determined using the FIFO method. Cost of finished goods and work in progress includes direct production related wages, other direct production expenses and the share of general production costs. Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and the estimated costs necessary to make the sale.

TRADE RECEIVABLES

Trade receivables are measured at their expected net present value, which is the original invoice amount less expected impairment. A trade receivable is impaired when it is justifiably probable that the Group will not collect all amounts due on the original terms. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default in payments are considered as indicators that a trade receivable is impaired. The impairment amount is classified as other operating expense.

SHARE CAPITAL AND TREASURY SHARES

The entire share capital consists of ordinary shares. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds, net of tax.

When purchasing Tekla Plc’s own shares, equity is deducted by the consideration paid for the shares including transaction costs. When treasury shares are sold, retained earnings are increased by the consideration received for the shares less direct costs, taking taxes into account. The share exceeding the acquisition cost of transferred treasury shares will be included in the invested non-restricted equity fund.

 

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PENSION BENEFITS

The pension arrangements of the Group companies comply with local regulations and practices. Pension plans are classified as defined contribution plans.

Contributions for defined contribution plans are recognized as expenses in the balance sheet for the period for which they are contributed.

PROVISIONS

A provision is recognized in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that fulfilling the obligation requires payment or induces financial loss and the amount of the loss can be estimated reliably. Provisions can be related to restructuring, loss-making contracts and tax-related risks.

Provisions are measured at the present value of the expenditure required in order to cover the obligation.

SHARE – BASED PAYMENT

Tekla Plc has no valid share option programs.

DIVIDENDS

Dividends distributed by the Group are recognized during the period in which shareholders have approved the dividend to be distributed. No dividend or repayment of equity is paid on treasury shares held by the company.

EARNINGS PER SHARE

Basic earnings per share are computed by dividing net profit or loss by the weighted average number of shares outstanding during the period.

Tekla has no options, so there is no need to compute the dilution effect of options.

 

14


Notes to the Financial Statements

(In 1,000 euros unless otherwise noted)

 

1. Segment information

The Group has two segments, which are the Group’s strategic business areas. Segments have been defined based on reports the Group Management Team uses in the strategic decision making. The business segments are based on internal organizational structure and internal financial reporting. Item ‘Unallocated’ is comprised of the Technology unit and the support units of the Group.

Building & Construction develops and markets the Tekla Structures software for the construction industry. The software is used in structural engineering, design and production of steel structures and precast units, reinforced concrete detailing as well as site and construction management.

Infra & Energy focuses on the development and sales of model-based software solutions that support customers’ core processes. Its key customer industries are energy distribution, public administration, as well as civil engineering and water.

The Group Management Team assesses the results of the segments based on the operating profit figure. Net sales from external customers reported to the Group Management Team are measured in a manner consistent with that in the income statement. Interest income or expenses are not allocated to segments, because the Financial Administration responsible for financing also manages the funds of the Group.

Segments’ investments consist of additions in property, plant and equipment as well as in intangible assets, which are used over more than one period. Segments’ assets and liabilities are not presented, because they are not reported to the Group Management Team.

Net sales are divided into license, recurring, service and other sales. License sales consist of a permanent right to use the sold product version. Recurring sales include maintenance income (annual product versions and customer support), subscriptions and net sales of SaaS. Service sales refer to implementation support, training and consultation. Other sales comprise of customer- or customer group-specific product projects.

 

Business segments

   Building &
Construction
     Infra &
Energy
     Unallocated      Eliminations      Total  

External sales

              

Licenses

     21,775         2,381               24,156   

Recurring

     19,553         7,855               27,408   

Services

     1,599         2,442               4,041   

Other

     93         2,135         1            2,229   

External sales

     43,020         14,813         1         0         57,834   

Internal sales

     60               -60         0   

Net sales total

     43,080         14,813         1         -60         57,834   

Operating profit

     8,227         1,915         -82            10,060   

Unallocated items

                 -1,878   

Profit (loss) for the year

                 8,182   

 

15


     Building &
Construction
     Infra &
Energy
     Unallocated
segments
     Total  

Segment depreciation

     827         301         584         1,712   

Segment investment

     2,708         219         726         3,653   

Information related to geographical areas

The Group operates in four geographical areas: Finland, other Europe, North America and Asia. Net sales of the geographical areas are presented based on the location of the customers or the resellers. Assets are presented based on the location of the assets. Net sales from external customers are measured in a manner consistent with that in the income statement.

 

     Finland      Other
Europe
     North
America
     Asia      Others      Total  

Net sales

     11,996         20,781         8,977         12,838         3,242         57,834   

Non-current assets

     4,738         912         77         160            5,887   

 

2. Acquired businesses

Tekla Plc reinforced its collaboration with the Dutch reseller Construsoft Groep BV by acquiring 20% of its shares on May 3, 2010. Construsoft has been a reseller of Tekla products in several countries for 15 years.

Of the purchase price, 0.40 million euros was paid in cash. As part of the purchase price, 73,000 treasury shares were transferred at a price of 7.03 euros per share according to the market value on May 7, 2010, for a total price of 0.51 million euros. Tekla is obliged to pay an additional purchase price depending on the result development of the acquired business in 2009 – 2011. The additional purchase price estimated in the financial statements is 0.36 million euros, and any resulting liability will be due in 2012.

 

Acquired net assests and goodwill

      

Consideration paid in cash

     400   

Transferred treasury shares

     513   

Additional purchase price

     357   

Total

     1,270   

Consolidated result of the associated company and equity adjustment to the investment is 0.09 million euros. Had Construsoft Groep BV’s figures been consolidated as from the beginning of the financial period, Tekla’s result would have been approximately 0.01 million euros higher.

Of the purchase price, 0.16 million euros was allocated to goodwill and 0.61 million euros to customer relationships in intangible assets, which are included in the balance sheet value of the associated company according to the one-line principle.

3. Long-term projects

 

Income recorded

     1,197   

Not recorded

     341   

Revenues recorded prior to billings, incl. in receivables

     561   

Advances received

     -177   

Receivables/liabilities from long-term contracts

     384   

In 2010 the long-term projects consisted of three Tekla Xpower projects, six Tekla Xcity projects, two Tekla Xpipe projects, and one Tekla Xstreet project in the Infra & Energy business area.

 

16


4. Other operating income

 

Sales gains from property, plant and equipment

     3   

Product development grants

     539   

Others

     39   

Total

     581   

Tekla Plc’s product development grants have been given by Tekes (the Finnish Funding Agency for Technology and Innovation). The grants are meant to promote companies’ research and development activities and share their risks, encourage commercializing the outcome of the projects, increase networking and make use of international collaboration.

 

5. Employee benefits expense

 

Salaries

     26,752   

Pension expenses, defined contribution plans

     3,303   

Other personnel expenses

     2,004   

Total

     32,059   

Group headcount:

  

Personnel, on average

     461   

Personnel, end of period

     490   

of whom part-time

     25   

Information on the executive compensation and benefits is presented in Note 28. Related party transactions.

 

6. Depreciation and amortization

 

Intangible assets

  

Intangible rights

     97   

Other intangible assets

     732   

Tangible assets

  

Machinery and equipment

     883   

Total

     1,712   

 

7. Other operating expenses

 

Rental expenses

     1,823   

Travel expenses

     2,121   

IT expenses

     1,305   

Marketing expenses

     2,262   

Other

     5,028   

Total

     12,539   

Rental expenses consist mainly of lease payments for the Group’s offices.

The item “other” consists of a number of expenses connected with administration and maintenance, which are not significant individually.

 

17


8. Research and development expenses

The income statement includes 15.25 million euros of research and development expenses recognized as expense in 2010.

The research and development expenses are primarily comprised of expenses allocated to the development of Tekla’s own software. 70 percent of these expenses are personnel related.

In accordance with accounting regulations, 0.89 million euros of R&D expenses have been capitalized during the period under review in connection with longer-term development of new technology and clearly novel customer offering. No corresponding projects have taken place previously.

 

9. Financial income and expenses

 

Financial income

      

Interest income

  

From available-for-sale investments

     383   

From loans and other receivables

     24   

Foreign exchange gains from loans and other receivables

     1,400   

Foreign exchange forward contract value changes

     4   
     1,811   

The Group’s interest income derives mainly from the parent company’s investments in commercial papers, municipal bonds, certificates of deposit and other negotiable debt instruments (Note 16. Available-for-sale financial assets).

 

Financial expenses

      

Interest expenses from liabilities measured at amortized cost

     -61   

Foreign exchange losses from loans and other receivables

     -881   

Foreign exchange forward contract value changes

     -68   

Other financial expenses

     -105   
     -1,115   

Exchange rate differences, total

     455   

Components of other comprehensive income

Items recognized in other comprehensive income related to financial instruments and reclassification adjustments.

 

10. Income taxes

 

Current tax

     -2,955   

Taxes for previous years

     169   

Deferred taxes

     212   

Total

     -2,574   

 

Income taxes relating to components of other comprehensive income

   Before tax      After tax  

Available-for-sale financial assets

     -74         -55   

Translation differences

     -179         -179   

Total

     -253         -234   

 

18


Reconciliation of the tax expense in the income statement and the taxes calculated based on the tax rate of the Group’s domicile:

 

Profit before income taxes

     10,756   

Taxes calculated with the domicile’s tax rate

     -2,796   

Utilization of previously unrecognized tax losses

     172   

Deferred tax asset recognized on previous years’ losses

     309   

Tax losses for which no deferred tax asset was recognized

     -140   

Effect of differing foreign tax rates

     -97   

Share of result in associated companies

     -45   

Effect of non-deductible expenses/non-taxable income

     15   

Other

     8   

Income taxes in the income statement

     -2,574   

Effective tax rate

     24

 

11. Earnings per share

Earnings per share are computed by dividing the profits attributable to equity holders of the parent company by the weighted average number of shares outstanding during the period.

 

Profits attributable to equity holders of the parent company

     8,182   

Weighted average number of shares outstanding during the period

     22,464,400   

Earnings per share for profit attributable to equity holders of the Company (EUR)

     0.36   

There was no dilution effect on the company’s equity during the period.

  

 

12. Property, plant and equipment

 

Machinery and equipment

      

Cost January 1

     8,296   

Translation differences

     231   

Additions

     863   

Disposals

     -817   

Cost December 31

     8,573   

Accumulated depreciation January 1

     6,880   

Translation differences

     172   

Accumulated depreciation on disposals

     -698   

Depreciation for the year

     883   

Accumulated depreciation December 31

     7,237   

Net book amount December 31

     1,336   

Property, plant and equipment include the following assets held under finance leases:

  

Cost December 31

     207   

Accumulated depreciation December 31

     -72   

Net book amount December 31

     135   

 

19


13. Goodwill and intangible assets

 

Goodwill

      

Cost January 1

     588   

Translation differences

     13   

Disposals

     -65   

Cost December 31

     536   

Accumulated amortization January 1

     393   

Accumulated amortization December 31

     393   

Net book amount December 31

     143   

The goodwill (in total 100 thousand euros) originates in the acquisition of the Group’s French subsidiary. The goodwill (in total 43 thousand euros) comprises of the acquired customer base and opportunities to leverage OakTree Software AB’s expertise. Goodwill is allocated to these items in connection with impairment testing.

In connection with the acquisition of OakTree Software AB, an estimated additional purchase price of 74 thousand euros was booked in September 2008. In the financial statements of December 31, 2010, the management assesses that the additional purchase price will not be realized in any part. Thus the acquisition cost has been adjusted by additional purchase price in goodwill, intangible rights and deferred taxes.

The cash flow projections used for the test for impairment are based on value in use regarding on budgeted sales approved by the management, covering a period of five years, during which the profit margin ratio as well as market position are expected to remain at the current level. Cash flows after this period have been extrapolated without a growth factor. The pre-tax discount rate used in the calculations is 12%. The management estimates that no reasonably foreseeable change of any of the key variables used in the calculations would lead to a situation where the recoverable amount of the subsidiary would be below its carrying amount.

 

Intangible assets

   Intangible
rights
     Other intan-
gible assets
     Unfinished
Projects
     Total  

Cost January 1, 2010

     673         3,810         72         4,555   

Translation differences

     34         15            49   

Additions

     13         575         933         1,521   

Disposals

     -33         434         -1         400   

Reclassifications

     24         42         -66         0   

Cost December 31, 2010

     711         4,876         938         6,525   

Accumulated amortization January 1, 2010

     263         2,259            2,522   

Translation differences

     12         12            24   

Accumulated amortization on disposals

        461            461   

Amortization for the year

     97         732            829   

Accumulated amortization December 31, 2010

     372         3,464         0         3,836   

Net book amount December 31, 2010

     339         1,412         938         2,689   

Additions to unfinished development projects include 0.89 million euros of product development capitalizations in 2010.

 

20


14. Investments in associated companies

 

Balance sheet value, January 1

  

Share of result in associated companies after taxes

     86   

Acquisitions

     1,270   

Balance sheet value, December 31

     1,356   

The balance sheet value includes 0.16 million euros of goodwill at the end of the period.

The balance sheet of the associated company totaled 8.46 million euros and the equity 3.86 million euros. Its net sales were 9.55 million euros and profit for the period was 0.71 million euros in January 1 – December 31, 2010. The associated company has been accounted for in the consolidated financial statements under the equity method as of the date of acquisition, on May 3, 2010.

 

Receivables and liabilities of the associated companies

      

Receivables from associated companies

  

Trade receivables

     72   

Total

     72   

Liabilities to associated companies

  

Trade payables

     102   

Accrued liabilities and deferred income

     16   

Total

     118   

 

15. Carrying amounts of financial assets and liabilities by valuation category

 

Balance sheet item Dec 31, 2010

   Financial
assets/
liabilities at
fair value
through profit
and loss
     Loans and
other
receivables
     Available-
for-sale
financial
assets
     Financial
liabilities
measured at
amortized
cost
     Balance
sheet
item book
amounts
     Fair value  

Non-current financial assets

                 

Other financial assets

           125            125         125   

Receivables

        362               362         362   

Current financial assets

                 

Trade and other receivables

        11,179               11,179         11,179   

Derivative contracts

     54                  54         54   

Current income tax assets

        51               51         51   

Other financial assets

           21,343            21,343         21,343   

Cash and cash equivalents

        8,179               8,179         8,179   

Carrying amount by category

     54         19,771         21,468         0         41,293         41,293   

Non-current financial liabilities

                                         

Financial liabilities

              46         46         46   

Current financial liabilities

                 

Trade and other payables

              13,038         13,038         13,038   

Current income tax liabilities

              413         413         413   

Financial liabilities

              77         77         77   

Carrying amount by category

     0         0         0         13,574         13,574         13,574   

 

21


16. Other financial assets

Available-for-sale financial assets

Available-for-sale financial assets are mainly comprised of the parent’s investments in commercial papers, municipal bonds, certificates of deposit and other negotiable debt instruments, which are measured at fair value.

A total of 382,910 euros of interest income and sales gains were recognized for these investments in 2010.

In March 2009 Tekla Plc became a minority shareholder in Rym-Shok Oy (1.1%). These minority shareholdings make up the Group’s long-term shareholding. Unlisted equity investments are measured at cost, since there is no market price defined by a functioning market and estimated changes in fair value are immaterial.

Changes in the value of available-for-sale investments recorded in the fair value reserve have been specified in the statement of changes in the group’s equity.

 

Long-term

  

Measured at cost

  

Shareholdings

     125   

Total

     125   

Short-term

  

Measured at fair value

  

Bonds

     21,312   

Other shares

     31   

Total

     21,343   

 

17. Deferred tax assets and liabilities

Changes in deferred taxes in 2010:

 

     31.12.2009      Recognized
in the income
statement
     Recognized
directly in
equity
     Translation
Differences
     31.12.2010  

Deferred tax assets:

              

Tax losses

     417         210               627   

Available-for-sale financial assets measured at fair value

     4                  4   

Other items

     15         -10            1         6   

Total

     436         200         0         1         637   

Deferred tax liabilities:

              

Intangible assets identified in acquisitions

     -30         12         9         -4         -13   

Accumulated depreciation difference

     -37                  -37   

Available-for-sale financial assets measured at fair value

     -36            19            -17   

Total

     -103         12         28         -4         -67   

Deferred tax assets, net

     333         212         28         -3         570   

The Group companies had a total of 4.57 million euros of tax losses on December 31, 2010 for which no tax asset is recognized as the Group is not certain enough to accumulate taxable income against which the losses could be used before the losses in question expire. The majority of these unrecognized deferred tax assets relate to tax losses in subsidiaries in Germany and Japan. 2.25 million euros of these tax losses will expire within the next six years and the rest 2.3 million euros are indefinite.

 

22


The balance sheet on December 31, 2010 includes 0.63 million euros deferred tax assets in companies who made a loss in the current period or previous financial periods. Recognition of these deferred tax assets is based on profit estimates that show that it is probable that the losses in question can be utilized. The management estimates that most of the deferred tax assets recorded will be used during the following financial period, i.e. the nature of the asset is mostly short term.

 

18. Inventories

 

Work in progress

     36   

Finished goods

     20   

Total

     56   

 

19. Receivables

 

Current receivables

  

Trade receivables

     8,359   

Other receivables

     1,081   

Prepaid expenses and accrued income

     1,794   

Total

     11,234   

Prepaid expenses and accrued income

  

Product development and other grants

     313   

Receivables from long-term contracts

     384   

Accrued sales income

     271   

Financial assets at fair value through profit or loss

     54   

Other prepaid expenses and accrued income

     772   

Total

     1,794   

Non-current receivables

  

Trade receivables

     110   

Other receivables

     252   

Total

     362   

The non-current trade receivable consisted of a customer receivable in the Building & Construction business area.

 

The current receivables do not bear any interest.

  

Analysis of trade receivables by age

      

Undue trade receivables

     5,616   

Trade receivables 1 – 60 days overdue

     1,535   

Trade receivables 61 – 180 days overdue

     487   

Trade receivables more than 180 days overdue

     831   

Total

     8,469   

Trade receivables are denominated in the following currencies:

      

CNY

     17   

EUR

     4,067   

GBP

     983   

INR

     548   

JPY

     306   

MYR

     29   

SEK

     1,248   

SGD

     264   

USD

     1,007   

Total

     8,469   

 

23


20. Cash and cash equivalents

 

Cash at bank and in hand

     8,179   

 

21. Notes concerning shareholders’ equity

 

     Number of
shares
     Share capital      Share pre-
mium account
     Reserve fund      Treasury
shares
     Invested non-
restr. equity
fund
 

December 31, 2009

     22,586,200         678         8,893         1,325         -898         0   

Transfer of treasury shares

                 

May 7

                 246         267   

Reduction of share premium account

           -8,893               8,893   

December 31, 2010

     22,586,200         678         0         1,325         -652         9,160   

The number of shares is 22,586,200. The total book countervalue of the share is 0.03 euros per share, and the Group share capital is 678 thousand euros. All issued shares have been fully paid. The maximum share capital of the Group is 1.80 million euros.

Share premium account

Share premiums from the subscription price of shares exceeding the nominal value in share issues that took place before the new Companies Act came into force (September 1, 2006) are recognized in the share premium account. Share premium was entered in Tekla’s share premium account for the first time in 1999. The share premium account increased significantly in connection with the listing in spring 2000.

The share premium account was reduced in 2003-2005 in order to cover retained losses in the balance sheet. In November 2005, the share premium account was reduced by 12.38 million euros due to return of capital to shareholders.

Based on the decision by the AGM held on April 8, 2010 the share premium account was reduced by 8.89 million euros by transferring all the funds to the invested non-restricted equity fund in September.

Reserve fund

The portion of equity transferred based on the decision of the General Meeting has been entered in the reserve fund. The reserve fund is restricted equity, and the conversion of it into unrestricted equity is subject to same public notification and approval process as the conversion of the share premium fund into unrestricted equity.

Treasury shares

Treasury shares include the acquisition cost of the 96,600 treasury shares held by the parent company. The cost of the shares was 652 thousand euros, which is presented as a deduction from equity.

Tekla Plc reinforced its collaboration with the Dutch reseller Construsoft Groep BV by acquiring 20% of its shares on May 3, 2010. As part of the purchase price, 73,000 treasury shares were transferred at a price of 7.03 euros per share according to the market value on May 7, 2010, for a total price of 513 thousands euros.

 

24


Translation differences

The translation differences include translation differences from the translation of foreign units’ financial statements, and translation differences from the parent company’s long-term receivables from the Group’s foreign subsidiaries, when those are accounted for as part of the net investment to the subsidiary.

Fair value reserve

The fair value reserve includes fair value adjustments of available-for-sale investments.

Invested non-restricted equity fund

When using the option rights and issuing new shares the share of issuing price that exceeds the book counter value is booked in the invested non-restricted equity fund.

The fund includes the transfer from the share premium account amounting to 8.89 million euros, and the exceeding share of the acquisition cost of the treasury shares of 267 thousand euros transferred on May 7, 2010.

 

22. Share – based payment

Tekla has no outstanding share option programs.

 

23. Pension benefit liabilities

In December 2004, the Ministry of Social Affairs and Health approved changes to the calculation principles of disability pension liabilities in the Finnish employment pension system (TEL), which took effect on January 1, 2006. According to this practice, the disability pension part of TyEL is classified as a defined contribution plan in IFRS financial statements.

In the Tekla Group’s foreign subsidiaries, pensions are arranged in accordance with local, defined contribution pension plans.

After the aforementioned calculation principle change took effect as of the beginning of 2006, the Group’s pension plans are classified as defined contribution plans.

 

24. Financial liabilities

The Group’s financial liabilities consist of finance lease liabilities to financial companies. The book amounts of the liabilities correspond to their fair values.

 

Non-current

  

Finance lease liabilities

     46   

Current

  

Finance lease liabilities

     77   

Total

     123   

The non-current liabilities mature as follows:

  

2011

  

2012

     23   

2013

     23   

Total

     46   

The currency mix of the non-current liabilities is as follows:

  

SEK

     46   

 

25


The currency mix of the current liabilities is as follows:

  

SEK

     77   

The weighted average of the effective rates of interest of the non-current liabilities were:

  

Finance lease liabilities

     4.32

The weighted average of the effective rates of interest of the current liabilities were:

  

Finance lease liabilities

     6.31

The finance lease liabilities will mature as follows:

  

Finance lease liabilities – total amount of minimum lease payments

  

In one year

     81   

1–5 years

     48   

Total

     129   

Finance lease liabilities – present value of minimum lease payments

  

In one year

     77   

1–5 years

     46   

Total

     123   

Future finance charges

     6   

 

25. Trade and other payables

 

Advances received

     517   

Trade payables

     1,043   

Other liabilities

     2,503   

Accrued liabilities and deferred income:

  

Accrued salaries and social expenses

     4,333   

Accrued sales income

     3,988   

Other items

     654   

Total

     8,975   

Total

     13,038   

The item “Other liabilities” consists of payroll withholding tax, value added tax and other non-interest-bearing current liabilities.

 

26. Other lease agreements

The Group as lessee

Minimum lease payments due to non-cancellable other lease agreements:

 

Premises

  

In one year

     1,907   

1–5 years

     5,063   

Total

     6,970   

Others

  

In one year

     255   

1–5 years

     113   

Total

     368   

Tekla Plc has extended its current office lease by 5 years until 31.12.2015. The lease of extension in Metsänpojankuja premises has been added to the lease agreement.

 

26


Most of the lease commitments under “Others” derive from car leasing contracts.

The income statement for 2010 includes rental expenses paid based on other lease agreements in the amount of 2.47 million euros.

 

27. Contingent liabilities

 

Collaterals given for own commitments

  

Business mortgages (as collateral for bank guarantee limit)

     505   

Pledged funds

     258   

Other contingent liabilities

  

Guarantees

     12   

Total

     775   

A repayment liability is connected with the product development grants from Tekes, according to which the grants have to be returned only if they have been received in error, in excess or on apparently erroneous grounds, or if they have been used for a purpose significantly different from the one intended for.

 

Derivative contracts

  

Forward foreign exchange contracts

  

Fair value

     54   

Nominal values of underlying securities

     2,376   

The forward agreements mainly mature within the next 12 months.

 

28. Related party transactions

The Group’s subsidiary and parent company relationships

 

Company

   Domicile    Ownership (%)      Share of votes
(%)
 

Parent company of the Tekla Group

        

Tekla Plc

   Finland      —           —     

Subsidiaries of the Tekla Group:

        

Tekla GmbH

   Germany      100         100   

Tekla Inc.

   USA      100         100   

Tekla India Private Limited

   India      100         100   

Tekla K.K.

   Japan      100         100   

Tekla (M) Sdn Bhd

   Malaysia      100         100   

Tekla OakTree AB

   Sweden      100         100   

Tekla Sarl

   France      100         100   

Tekla (SEA) Pte. Ltd.

   Singapore      100         100   

Tekla Software AB

   Sweden      100         100   

Tekla (UK) Limited

   United Kingdom      100         100   

Tekla Software (Shanghai) Co. Ltd.

   China      100         100   

Tekla Plc’s largest shareholder is Gerako Oy.

        

On December 31, 2010, Gerako Oy held 38.06% of Tekla Plc, and it is domiciled in Finland.

Tekla Plc’s largest shareholder is Gerako Oy.

On December 31, 2010, Gerako Oy held 38.06% of Tekla Plc, and it is domiciled in Finland. On July 8, 2011, Trimble through its wholly owned subsidiary Trimble Finland Oy (“Trimble Finland”), owned 22,368,148 shares, which is about 99.46% of shares and votes included in the tender offer, and 99.03% including own shares held by Tekla (according to Trimble’s flagging announcement published on July 7, 2011).

 

27


Associated companies

 

Company

   Domicile      Ownership (%)  

Construsoft Groep BV

     the Netherlands         20   

The associated company has been accounted for in the consolidated financial statements under the equity method.

 

Transactions with related parties

   Sales      Purchases      Receivables      Liabilities  

2010

           

Gerako Oy

     18         270         3         23   

Associated companies

     3,835         150         72         118   

The receivables and liabilities of associated companies have been specified in Note 14. Investments in associated companies.

 

Management remuneration *

      

Salaries and other short-term employee benefits

     1,087   

Termination benefits

     192   

Post-employment benefits

     305   

 

* Management herein refers to members of the Tekla Plc Management Team.

 

29. Financial risk management

Tekla Group faces normal financial risks associated with international operations. In relation to this, the objective of risk management is to supervise and, if necessary, limit risks. The Group’s financial risks are centrally managed and administered by the Group Treasury which reports to the Board of Directors on a regular basis in accordance with the Company’s policies and guidelines.

Currency risk

Currency risks due to the Group’s international business are managed by hedging net payment flow in US dollars. Even though the hedge ratios meet the effective hedging requirements of the Group’s risk management policy, they do not fully meet the hedging requirements of IAS 39. The Group uses forward foreign exchange contracts to hedge against the exchange rate risks of prospective sales agreements. Gains and losses of forward foreign exchange contracts are recognized in the income statement at the end of each reporting period. In general, the maximum tenor of the forward contracts is 12 months.

Foreign exchange risk arising from investments in foreign operations is not hedged, and it is included in the Group’s net foreign currency position in accordance with the Group risk management policy.

 

28


Sensitivity to market risks arising from financial instruments as required by IFRS 7

The following sensitivity analysis is intended to illustrate the sensitivity of the Group’s profit for the year and equity to changes in the EUR/USD exchange rate resulting from financial instruments: financial assets and liabilities included in the balance sheet on December 31, 2010. Financial instruments affected by the above market risks include working capital items, such as trade and other receivables and trade and other payables, deposits, cash and cash equivalents, and derivative financial instruments. The following assumptions were made when calculating the sensitivity to changes in the EUR/USD foreign exchange rates:

 

   

the variation in EUR/USD rate is assumed to be +/- 10%

 

   

the position includes USD-denominated financial assets and liabilities, i.e. deposits, trade and other receivables, trade and other payables, cash and cash equivalents, as well as derivative financial instruments

 

   

the position excludes USD-denominated future cash flows.

The sensitivity analysis does not take into account future cash flows, which the Group hedges in significant volumes, it only reflects the change in fair value of hedging instruments.

 

Net position

     -834   

Effect on net profit

     -62/+62   

Effect on shareholders’ equity

     0   

Liquidity risk

Liquidity risk refers to the impact on the Company’s profit and cash flow arising if it cannot ensure sufficient financing for its operations. The Group’s main source of financing is cash flow from operating activities.

Investing the liquid assets of the Group takes place according to principles decided by the Board in certificates of deposit, bonds and similar securities where the risks are almost nonexistent. Liquid assets are invested in bonds, commercial papers and other instruments issued by large-cap and mid-cap companies listed on the NASDAQ OMX Helsinki Ltd. Other potential investment objects include bonds issued by banks, the state, municipalities and the European Central Bank. The Group’s investments in bonds are staggered so that only bonds issued by the State of Finland and the European Central Bank have no upper limits in euros.

The maximum allowed remaining term to maturity of an individual financial instrument is 18 months. The average term to maturity of bonds may be a maximum of 12 months measured by duration.

Due to the Group’s rather large amount of liquid assets, the liquidity risk is very low.

 

Maturities of financial liabilities on December 31,2010:            
     2011      2012-2013      2014-      Total  

Fx forward contracts, outflow

     -2,321               -2,321   

Fx forward contracts, inflow

     2,375               2,375   

Derivatives, net

     54         0         0         54   

Accounts payable and other liabilities

     -13,451               -13,451   

Finance leases, repayments

     -77         -45            -122   

Finance leases, financial expenses

     -4         -2            -6   

Total

     -13,478         -47         0         -13,525   

Repayments for 2011 are disclosed under current liabilities in the balance sheet. The financial expenses mainly comprise of interest expenses.

Credit risk

Credit risks related to trade and other receivables are minimized with short terms of payment, efficient methods of collecting and by considering the contracting party’s credit rating. The credit quality of the customer takes into account its financial position, past experience and other factors. The Company does not have significant concentrations of credit risk associated

 

29


with receivables, as the Company’s customer base is large and geographically dispersed across the globe. The largest individual customer account receivable accounts for less than 5% of trade receivables. Credit losses and net change in provision recognized in the income statement were 494 thousand euros in aggregate.

Changes in impairment of trade receivables were:

 

Impairment January 1

     331   

Translation differences

     32   

Increase in provision

     504   

Credit losses charged against provision

     -423   

Impairment December 31

     444   

The credit risk related to investments and derivative contract parties is low, as the contracting party’s credit rating has to be high according to the Group’s risk management policy.

Interest rate risk

The Group does not have significant liabilities. The interest rate risk of available-for-sale investments is low as well, since their time to maturity is generally rather short. The Group can raise both fixed and variable rate loans.

Due to the balance sheet structure of the Group, the management of interest rate risk is focused on investments. The Group’s profit and cash flow from operating activities are essentially independent of market interest rate fluctuations.

Capital structure management

The goal of capital structure management is to secure the continuity of operations, support the Company’s growth targets and ensure increase in shareholder value. The structure can be managed through decisions on, e.g., distribution of dividends, acquisition of the Company’s own shares and share issues.

The Company monitors the development of its capital structure through equity ratio and net gearing. The purpose is to maintain a solid equity ratio and moderate net gearing. At the end of 2010, the Company’s equity ratio was 72.1%. Net gearing in 2010 amounted to -86.7%.

Fair value estimation

The fair value of financial instruments traded in active markets, such as trading and available-for-sale securities, is based on quoted market prices at the balance sheet date.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. The fair value of foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar instruments.

 

30


Effective 1 January 2009, the Group has adopted the amendment to IFRS 7 for financial instruments that are measured in the balance sheet at fair value. This requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

 

   

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

 

   

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

 

   

Inputs for the assets or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

Fair value measurement hierarchy of financial assets and liabilities measured at fair value on December 31, 2010

 

Assets

   Level 1      Level 2      Level 3      Total  

Financial assets at fair value through profit or loss Derivative contracts

        54            54   

Available-for-sale financial assets

           

Bonds

     4,015         17,297            21,312   

Other shares

           156         156   

Total

     4,015         17,351         156         21,522   

In the fair value measurement hierarchy of financial assets or liabilities occurred no movements to the hierarchy level 3 during the accounting period. The management assesses that changing the input for one or more of the financial instruments valued at level 3 would not significantly alter the fair value of the financial instruments at level 3.

Changes in level 3 instruments

 

Available-for-sale financial assets

      

Opening balance

     157   

Purchases

  

Disposals/sales

     -1   

Gains and losses recognized in profit or loss

  

Closing balance

     156   

 

30. Events after the balance sheet date

The Company’s management is not aware of any significant events after the balance sheet date that would have affected the financial statements as of December 31, 2010. In May 2011, Trimble, through its wholly owned subsidiary, Trimble Finland, made a public offer to acquire all of the shares of Tekla. On July 8, 2011 Trimble Finland completed the acquisition and Tekla became a subsidiary of Trimble. Tekla declared dividends on June 28, 2011, to its shareholders of 17,991,680 euros, which were paid prior to the completion of the acquisition.

 

31


TEKLA PLC

CONSOLIDATED INCOME STATEMENT (unaudited)

For the six months ended June 30, 2010 and 2011

(Amounts expressed in Euro, 000s)

 

     1/1-6/30/2011     1/1-6/30/2010  

Net sales

     32,460        27,320   

Other operating income

     290        250   

Change in inventories of finished goods and in work in progress

     40        -20   

Raw materials and consumables used

     -950        -1,000   

Employee compensation and benefit expense

     -17,530        -15,870   

Depreciation

     -900        -860   

Other operating expenses

     -7,190        -6,270   

Share of results in associated companies

     0        30   
  

 

 

   

 

 

 

Operating result

     6,220        3,580   

% of net sales

     19.2     13.1

Financial income

     530        1,470   

Financial expenses

     (800     (750

Profit (loss) before taxes

     5,950        4,300   
  

 

 

   

 

 

 

% of net sales

     18.3     15.7

Income taxes

     (1,500     (910

Result for the period

     4,450        3,390   

Attributable to:

    

Owners of the parent

     4,450        3,390   

Earnings per share for profit attributable to the owners of the parent (EUR)

     0.20        0.15   

Earnings are not diluted.

    

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)

For the six months ended June 30, 2010 and 2011

(Amounts expressed in Euro, 000s)

  

  

  

     1/1-6/30/2011     1/1-6/30/2010  

Result for the period Other comprehensive income for the period, net of tax:

     4,450        3,390   

Transl. differences

     100        (240

Changes in available-for-sale investments

     (10     (30

Total

     90        (270
  

 

 

   

 

 

 

Total comprehensive income for the period

     4,540        3,120   

Attributable to:

    
  

 

 

   

 

 

 

Owners of the parent

     4,540        3,120   
  

 

 

   

 

 

 

 

32


CONDENSED BALANCE SHEET (unaudited)

As of June 30, 2010, and 2011

(Amounts expressed in Euro, 000s)

 

     6/30/2011      6/30/2010  

Assets

     

Non-current assets

     

Property, plant and equipment

     1,740         1,440   

Goodwill

     140         200   

Intangible assets

     3,360         2,100   

Investments in associated companies

     1,320         1,300   

Other financial assets

     30         1,130   

Receivables

     360         540   

Deferred tax assets

     780         740   
  

 

 

    

 

 

 

Non-current assets, total

     7,730         7,450   

Current assets

     

Inventories

     100         90   

Trade and other current receivables

     15,160         12,190   

Tax receivables

     50         140   

Other financial assets

     15,300         23,450   

Cash and cash equivalents

     8,520         5,980   
  

 

 

    

 

 

 

Current assets, total

     39,130         41,850   
  

 

 

    

 

 

 

Assets total

     46,860         49,300   
  

 

 

    

 

 

 

Equity and liabilities

     

Equity

     

Share capital

     680         680   

Share premium account

     0         8,890   

Invested non-restricted equity fund

     1,290         0   

Other own capital

     1,650         1,800   

Retained earnings

     3,310         17,680   
  

 

 

    

 

 

 

Equity total

     6,930         29,050   

Non-current liabilities

     

Deferred tax liabilities

     60         90   

Interest-bearing liabilities

     20         30   
  

 

 

    

 

 

 

Non-current liabilities total

     80         120   

Current liabilities Trade and other payables

     39,110         20,000   

Tax liabilities

     680         40   

Current interest-bearing liabilities

     60         90   
  

 

 

    

 

 

 

Current liabilities total

     39,850         20,130   
  

 

 

    

 

 

 

Liabilities total

     39,930         20,250   
  

 

 

    

 

 

 

Equity and liabilities total

     46,860         49,300   
  

 

 

    

 

 

 

 

33


TEKLA PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)

For the six months ended June 30, 2010 and 2011

(Amounts expressed in Euro, 000s)

Attributable to the owners of the parent

 

     Share
capital
     Share
premium
account
     Other
funds
     Fair value
reserve
    Accum.
translation

difference
    Invested.
non-
restricted.
equity
fund
    Retained
earnings
    Total  

Equity January 1, 2010

     680         8,890         1,330         90        380          18,530        29,900   

Payment of dividend

                    (4,480     (4,480

Transfer of treasury shares 7-May

           270               240        510   

Decrease of share premium account

                   

Total comprehensive income for the period

              (30     (240       3,390        3,120   

Equity June 30, 2010

     680         8,890         1,600         60        140          17,680        29,050   

Attributable to the owners of the parent

                   
     Share
capital
     Share
premium
account
     Other
funds
     Fair value
reserve
    Accum.
translation

difference
    Invested.
non-
restricted.
equity
fund
    Retained
earnings
    Total  

Equity January 1, 2011

     680         —           1,330         30        200        9,160        22,470        33,870   

Payment of dividend

Dividend declared

                   

 

(5,620

(17,990


   

 

(5,620

(17,990


Repayment of equity

                  (7,870       (7,870

Total comprehensive income for the period

              (10     100          4,450        4,540   

Equity June 30, 2011

     680         —           1,330         20        300        1,290        3,310        6,930   

 

34


TEKLA PLC

CONDENSED CASH FLOW STATEMENT (unaudited)

For the six months ended June 30, 2010 and 2011

(Amounts expressed in Euro, 000s)

 

     1/1-6/30/2011     1/1-6/30/2010  

Net cash flows from operating activities

     9,520        9,470   

Cash flows from investing activities:

    

Investments

     (2,010     (940

Sale of intangible assets and property, plant and equipment

     150     

Acquisition of associated companies

       (400

Investments in available-for-sale financial assets

     (5,720     (4,440

Interests received from available-for-sale financial assets

     160        160   

Net cash used in/from investing activities

     4,020        (5,620

Cash flows from financing activities:

    

Payment of dividend

     (5,620     (4,480

Repayment of equity

     (7,870  

Payments of finance lease liabilities

     (20     (20
  

 

 

   

 

 

 

Net cash used in financing activities

     (13,510     (4,500

Net decrease/increase in cash and cash equivalents

     30        (650

Cash and cash equivalents at beginning of the period

     8,490        7,120   
  

 

 

   

 

 

 

Cash and cash equivalents at end of the period

     8,520        6,470   
  

 

 

   

 

 

 

The cash and cash equivalents in the cash flow statement include:

    

Cash and cash equivalents

     8,520        5,980   

Available-for-sale financial assets, cash equivalents

       490   

 

35


NOTES TO THE INTERIM REPORT

The notes are presented in millions of Euros, unless otherwise stated.

This interim report has been prepared in accordance with the IAS 34 (Interim Financial Reporting) standard. The same accounting and valuation policies and methods of computation have been followed in the interim financial statements as in the annual financial statements for 2010. The amendments and interpretations to published standards as well as new standards, effective January 1, 2011, are presented in detail in the financial statements for 2010.

The figures presented in the Interim Report are unaudited.

Use of estimates

When preparing the interim report, the Group’s management is required to make estimates and assumptions influencing the content of the interim report, and it must exercise its judgment regarding the application of accounting policies. Although these estimates are based on the management’s best knowledge, actual results may ultimately differ from the estimates used in the interim report. Tax losses carried forward are recognized as deferred tax assets only to the extent that it is probable that future taxable profits will be available against which unused tax losses can be utilized. Actual results could differ from those estimates.

Segment information

 

Net sales by business area             
(Euro, 000’s)    1/1-6/30/2011     1/1-6/30/2010  

Building & Construction

     25,430        20,190   

Infra & Energy

     7,060        7,160   

Net sales between segments

     (30     (30
  

 

 

   

 

 

 

Total

     32,460        27,320   

Operating result by business area

    
(Euro, 000’s)    1/1-6/30/2011     1/1-6/30/2010  

Building & Construction

     6,270        2,920   

Infra & Energy

     -50        660   

Others

     0        0   
  

 

 

   

 

 

 

Total

     6,220        3,580   

Financial indicators

    
     1/1-6/30/2011     1/1-6/30/2010  

Earnings per share (EPS), EUR

     0.20        0.15   

Equity/share, EUR

     0.31        1.29   

Interest-bearing liabilities

     0.08        0.12   

Equity ratio %

     15.0     59.4

Net gearing %

     -342.3     -100.8

Return on investment %

     59.2     29.6

Return on equity %

     43.6     23.0

Number of shares, at end of the period

     22,489,600        22,489,600   

Number of shares, on average

     22,489,600        22,438,782   

Gross investments, MEUR

     2.01        2.21   

% of net sales

     6.2     8.1

Personnel, on average

     486        452   

 

36


Consolidated income statement for three months ended June 30, 2011 and 2010  
(Euro, 000’s)    Q2 2011     Q2 2010  

Net sales

     16,670        15,790   

Other operating income

     180        110   

Change in inventories of finished goods and in work in progress

     60        -20   

Raw materials and consumables used

     -460        -490   

Employee compensation and benefit expense

     -9,050        -8,480   

Depreciation

     -470        -430   

Other operating expenses

     -3,690        -3,500   

Share of results in associated companies

     -20        20   

Operating result

     3,220        3,000   

% of net sales

     19.3     19.0

Financial income

     280        250   

Financial expenses

     -190        -610   

Profit (loss) before taxes

     3,310        2,640   

% of net sales

     19.9     16.7

Income taxes

     -990        -510   
  

 

 

   

 

 

 

Result for the period

     2,320        2,130   
  

 

 

   

 

 

 

Income taxes

    
(Euro, 000’s)    1/1-6/30/2011     1/1-6/30/2010  

Taxes for the financial period and prior periods

     (1,640     (1,220

Deferred taxes

     140        310   
  

 

 

   

 

 

 

Total

     (1,500     (910

Property, plant and equipment

    
     6/30/2011     6/30/2010  

Cost at the beginning of the period

     8,570        8,300   

Translation differences

     (80     240   

Additions

     890        440   

Disposals

     (60     (580
  

 

 

   

 

 

 

Cost at the end of the period

     9,320        8,400   

Accumulated depreciation at the beginning of the period

     7,230        6,880   

Translation differences

     (70     190   

Accumulated depreciation on disposals

     (40     (560

Depreciation for the financial period

     460        450   
  

 

 

   

 

 

 

Accumulated depreciation at the end of the period

     7,580        6,960   
  

 

 

   

 

 

 

Net book amount at the end of the period

     1,740        1,440   
  

 

 

   

 

 

 

 

37


The investments consisted of normal acquisitions of hardware, software, and equipment.

In accordance with accounting regulations, 0.89 million euros of R&D expenses have been capitalized during the period under review in connection with longer-term development of new technology and clearly novel customer offering.

Provisions

The Group had no provisions in the reporting or comparison period.

 

Collaterals. contingent liabilities and other commitments

     
     6/30/2011      6/30/2010  

Collaterals for own commitments

     

Business mortgages (as collateral for bank guarantee limit)

     500         500   

Pledged funds

     220         80   

Leasing and rental agreement commitments

     

Premises

     6,240         3,990   

Others

     360         430   
  

 

 

    

 

 

 

Total

     6,600         4,420   

Derivative contracts

     

Currency forward contracts:

     

Fair value

     80         -200   

Nominal value of underlying instruments

     1,680         2,080   

The Group makes derivative contracts to hedge against the exchange rate risks of prospective sales agreements. Derivative contracts are stated at fair value, and related foreign exchange gains and losses are recognized in the income statement. The derivative contracts hedge sales in US dollars in accordance with the Group policy.

 

Related party transactions

     
     6/30/2011      6/30/2010  

Gerako Oy Purchases

     160         150   

Construsoft Groep BV Sales

     1,970         0   

Purchases

     20         0   

Receivables

     290         0   

Liabilities

     1,100         0   

Management remuneration Salaries and post-employment benefits

     670         590   

Management herein refers to members of the Tekla Management Team.

 

38