Exhibit 99.1
CODING TECHNOLOGIES AB
AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2006
TABLE OF CONTENTS
| | |
| | Page |
Independent auditors’ report | | 2 |
Audited financial statements: | | |
Consolidated balance sheet as of December 31, 2006 | | 3 |
Consolidated income statement for the year ended December 31, 2006 | | 4 |
Consolidated statement of cash flow for the year ended December 31, 2006 | | 5 |
Notes to consolidated financial statements | | 6 |
1
INDEPENDENT AUDITORS’ REPORT
Shareholders of Coding Technologies AB
Coding Technologies AB
Stockholm, Sweden
We have audited the accompanying consolidated balance sheet of Coding Technologies AB as of December 31, 2006 and the related consolidated income statement and cash flow for the year then ended. These financial statements are the responsibility of the Company’s board of directors. 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 and Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coding Technologies AB at December 31, 2006 and the results of its operations and its cash flow for the year then ended in conformity with accounting principles generally accepted in Sweden.
Accounting principles generally accepted in Sweden (Swedish GAAP) vary in certain significant respects from accounting principles generally accepted in the United States of America (US GAAP). See note 11 for a discussion of material differences between Swedish GAAP and US GAAP.
/s/: BDO Nordic Stockholm AB
8 of May, 2007
2
CODING TECHNOLOGIES AB
Balance Sheet
(in thousands of SEK)
| | | | | |
| | Note | | December 31, 2006 | |
Intangible assets | | | | | |
License rights | | 5 | | 16,977 | |
Patents | | 5 | | 13,168 | |
Tangible assets | | | | | |
Machinery and equipment | | 6 | | 3,555 | |
Financial assets | | | | | |
Participation in association companies | | 7 | | 200 | |
| | | | | |
Total fixed assets | | | | 33,900 | |
| | |
Current receivables | | | | | |
Accounts receivables | | | | 28,517 | |
Other receivables | | | | 2,023 | |
Prepaid expenses and accrued income | | 8 | | 2,284 | |
Cash and bank deposits | | | | | |
Bank balances | | | | 97,649 | |
| | | | | |
Total current assets | | | | 130,473 | |
| | | | | |
Total assets | | | | 164,373 | |
| | | | | |
| | |
Restricted Equity | | | | | |
Share capital | | 10 | | 171 | |
Statutory reserve | | 10 | | 106,218 | |
Other restricted reserves | | 10 | | (295 | ) |
| | |
Non-restricted equity | | | | | |
Share premium reserve | | 10 | | 597 | |
Retained loss | | 10 | | (47,825 | ) |
Net profit for the year | | 10 | | 21,701 | |
| | | | | |
Total equity | | | | 80,567 | |
| | |
Long-term liabilities | | | | | |
Convertible loan | | | | 23,750 | |
Warrant financing | | 9 | | 29 | |
| | | | | |
Total long-term liabilities | | | | 23,779 | |
| | |
Current liabilities | | | | | |
Accounts payable | | | | 13,297 | |
Tax liabilities | | | | 697 | |
Other current liabilities | | | | 831 | |
Accrued expenses and deferred income | | 8 | | 45,202 | |
| | | | | |
Total current liabilities | | | | 60,027 | |
| | | | | |
Total Equity and liabilities | | | | 164,373 | |
| | | | | |
See accompanying notes.
3
CODING TECHNOLOGIES AB
Income Statement
(in thousands of SEK)
| | | | | |
| | Note | | December 31, 2006 | |
Operating income | | | | | |
Net sales | | | | 102,015 | |
| | |
Operating expenses | | | | | |
Cost of sales licenses | | | | (7,194 | ) |
Other external expenses | | 1 | | (28,515 | ) |
Personnel costs | | 2 | | (37,705 | ) |
| | |
Depreciation, amortization and write downs of tangible and intangible assets | | 5,6 | | (3,891 | ) |
| | | | | |
| | | | (77,305 | ) |
| | | | | |
Net operating profit | | | | 24,710 | |
| | | | | |
| | |
Income or loss from financial investments | | | | | |
Writedown of financial investments | | 7 | | (862 | ) |
Interest income and similar profit items | | 3 | | 1,870 | |
Interest cost and similar loss items | | 4 | | (3,464 | ) |
| | | | | |
| | | | (2,456 | ) |
Profit before tax | | | | 22,254 | |
| | | | | |
Tax on net profit for the year | | | | (553 | ) |
| | | | | |
Net profit for the year | | | | 21,701 | |
| | | | | |
See accompanying notes.
4
CODING TECHNOLOGIES AB
Statement of Cash Flow
(in thousands of SEK)
| | | |
| | December 31, 2006 | |
P&L generated cash flow | | | |
Profit before tax | | 22,254 | |
Depreciation | | 3,891 | |
Tax | | (553 | ) |
| | | |
| | 25,592 | |
Change in working capital | | | |
Current receivables | | 2,824 | |
Current liabilities | | 10,632 | |
| | | |
| | 13,456 | |
| | | |
Cash flow from operations | | 39,048 | |
| |
Investments | | | |
License rights | | (836 | ) |
Patents | | (4,807 | ) |
Machinery and equipment | | (2,520 | ) |
Participations in association companies | | 862 | |
| | | |
| | (7,301 | ) |
| | | |
Net cash flow | | 31,747 | |
| |
Financing | | | |
Translation difference | | (584 | ) |
Share issue | | 598 | |
Long term liabilities | | 23,750 | |
| | | |
| | 23,764 | |
Change in cash position | | 55,511 | |
| | | |
Opening cash balance | | 42,138 | |
Closing cash balance | | 97,649 | |
| | | |
See accompanying notes.
5
MEMORANDUM ITEMS DEC.31 2006
| | |
(in thousands of SEK) | | December 31, 2006 |
Pledged assets | | |
| |
Liens and collateral in shares and participations pledged for won debts and commitments | | — |
| |
Liens and collateral in shares and participations pledged for won debts and commitments | | 693 |
| |
Contingent liabilities | | |
| |
Pension commitments not reported among liabilities or provisions | | — |
6
General disclosures
Business
Coding Technologies AB (the Company) is a provider of audio compression technologies for the mobile, digital broadcasting and Internet markets worldwide. The Company licenses its SBR technology and SBR-enhanced codecs to product developers worldwide.
Basis of Presentation
The consolidated financial statements of Coding Technologies AB have been prepared following the standard accounting and book keeping laws and regulations of Sweden.
The consolidated financial statements were prepared using the acquisition method and include Coding Technologies AB and the companies in which Coding Technologies AB holds, directly or indirectly, more than 50 percent of equity or voting rights, collectively referred to as “the Group.”
The acquisition cost of shares in subsidiaries was eliminated against the acquisition of equity and acquired untaxed reserves, less deferred tax liability. Where the acquisition value of shares was greater than the subsidiary’s equity, including the equity component of untaxed reserves, the difference is reported as goodwill, which, regardless of the date of acquisition, was immediately amortized against restricted equity. Where the acquisition value of shares was less than the subsidiary’s equity, the difference is reported as bad will, which, regardless of the date of acquisition, was immediately recorded as restricted equity. According to this method, income in the group is earned subsequent to the date of acquisition.
In accordance with the recommendations of the Swedish Financial Accounting Standards Council concerning consolidated financial statements, untaxed reserves are divided on the consolidated balance sheet between deferred tax and proportion of equity. No appropriations are reported on the consolidated income statement. Tax expense related to such was computed at a tax rate of 28 percent and reported as a tax expense.
Transactions between group companies
The parent company’s purchases of services from subsidiaries amounts to SEK 59.5 million.
The parent company’s sales of services to subsidiaries amounts to zero SEK.
Valuation principles, etc.
Assets, provisions and liabilities were valued at acquisition value if not otherwise stated below. Immaterial rights are capitalized at acquisition value. Short-term investments have been reported at the lower of acquisition value and market value.
Depreciation, amortization and write-downs
The depreciation period for tangible assets is the whole year, regardless of when the asset was acquired during the financial year, but the depreciation period for intangible assets does not begin until the development work has been completed. Accordingly, the date that a patent is granted is regarded as the date of acquisition for patents. The intangible assets have a lifetime of 20 years and generate revenue during that period. Therefore, the depreciable life for patents is 20 years.
7
Annual scheduled depreciation/amortization rates on acquisition value are as follows:
| | | |
Office equipment | | 20 | % |
Computers | | 20 | % |
Patents | | 5 | % |
License rights | | 5 | % |
Receivables
Receivables were individually assessed and reported in the amounts at which they are expected to be paid.
Receivables and liabilities in foreign currency
Receivables and liabilities in foreign currencies were translated at the closing day exchange rate in accordance with Recommendation 7 of the Swedish Accounting Standards Board. Exchange rate differences on current receivables and liabilities are included in net operating income or loss, while differences on financial receivables and liabilities are reported among financial items.
Notes to individual items
Note 1 | Remuneration to independent auditors |
Operating expenses include audit fees for in the amount of SEK 666 thousand, which were paid to the Company’s independent auditors and accounting firms as follows:
| | | | |
(in thousands of SEK) | | Group 2006 | | Parent Company’s share 2006 |
Audit fees | | 328 | | 47 |
Other fees to auditors | | 338 | | 72 |
| | | | |
| | 666 | | 119 |
Note 2 | Average number of employees, sickness absence, wages, salaries and other remuneration and employer’s contributions for social insurance |
Average number of employees
| | | | | |
| | 2006 | |
| | Number of employees | | Thereof Men | |
Average number of employees | | 47.2 | | 90 | % |
Sickness absence in the Parent Company
| | | | | | | | | |
Distributed according to gender | | Men | | | Women | | | Total | |
Sickness absence as % of reg. working hours | | 1.2 | % | | 1.6 | % | | 1.2 | % |
Sickness absence lasting over 60 days | | 0 | | | 0 | | | 0 | |
| | | |
Distributed according to age | | < 29 years | | | 30-49 years | | | Total | |
Sickness absence as % of reg. working hours | | 1.4 | % | | 1.2 | % | | 1.2 | % |
8
Wages, salaries, other remuneration and employer’s contributions for social insurance
| | | | | |
(in thousands of SEK) | | 2006 | |
| | Wages, salaries and other remuneration | | Employer’s contribution (thereof pension expense) | |
Total: | | 30,775 | | 7,342 | |
| | | | (1,410 | ) |
Wages, salaries and other remuneration divided between directors et al and other employee
| | | | | |
(in thousands of SEK) | | 2006 |
| | Board of directors and President (thereof bonus and similar) | | | Other employees |
Total: | | 1,725 | | | 29,050 |
| | (204 | ) | | |
Corporate Management distributed according to gender
| | | | | | |
| | 2006 | |
| | Men | | | Women | |
Board members | | 100 | % | | 0 | % |
Other top positions | | 100 | % | | 0 | % |
Note 3 | Interest income and similar profit items |
| | |
(in thousands of SEK) | | 2006 |
Interest income, external | | 1,869 |
Exchange rate gains | | — |
Dividend | | 1 |
| | |
| | 1,870 |
Note 4 | Interest expense and similar loss items |
| | |
(in thousands of SEK) | | 2006 |
Interest expense | | 30 |
Exchange rate loss | | 3,434 |
| | |
Dividend | | 3,464 |
9
| | | |
License rights | | | |
(in thousands of SEK) | | 2006 | |
Acquisition value at beginning of year | | 25,677 | |
Purchases | | 860 | |
Sales | | (15 | ) |
Translation differences | | 9 | |
| | | |
Acquisition value at end of year | | 26,531 | |
| |
Amortization at beginning of year | | (7,626 | ) |
Amortization for the year | | (1,935 | ) |
Sales | | 12 | |
Translation differences | | (5 | ) |
| | | |
Amortization at end of year | | (9,554 | ) |
| |
Closing balance, planned residual value | | 16,977 | |
| | | |
Patents | | | |
(in thousands of SEK) | | 2006 | |
Acquisition value at beginning of year | | 10,150 | |
Purchases | | 4,807 | |
Sales | | — | |
| | | |
Acquisition value at end of year | | 14,957 | |
| |
Amortization at beginning of year | | (1,040 | ) |
Amortization for the year | | (749 | ) |
| | | |
Amortization at end of year | | (1,789 | ) |
| |
Closing balance, planned residual value | | 13,168 | |
| | | |
Tangible assets | | | |
(in thousands of SEK) | | 2006 | |
Acquisition value at beginning of year | | 6,116 | |
Purchases | | 2,596 | |
Sales/discards | | (190 | ) |
Translation differences | | (296 | ) |
| | | |
Acquisition value at end of year | | 8,226 | |
| |
Depreciation at beginning of year | | (3,816 | ) |
Depreciation for the year | | (1,207 | ) |
Sales/discards | | 179 | |
Translation differences | | 173 | |
| | | |
Depreciation at end of year | | (4,671 | ) |
| |
Closing balance, planned residual value | | 3,555 | |
10
| | | |
Participations in group companies | | | |
(in thousands of SEK) | | 2006 | |
Acquisition value at beginning of year | | 18,898 | |
Acquisitions/divestitures | | — | |
| | | |
Acquisition value at end of year | | 18,898 | |
| |
Participations in associated companies | | | |
(in thousands of SEK) | | 2006 | |
Acquisition value at beginning of year | | 1,062 | |
Acquisitions/divestitures | | (862 | ) |
| | | |
Acquisition value at end of year | | 200 | |
| | | | | | | | | | | |
Specification of the Parent Company’s participations in Group companies |
Company | | Proportion of equity | | | Share of votes | | | Nominal value | | | Book value |
| | | | | | | | (in thousands of SEK) |
Coding Technologies GmbH | | 100 | % | | 100 | % | | 16,390 | | | 18,695 |
Coding Technologies Sweden AB | | 100 | % | | 100 | % | | 100 | | | 102 |
Coding Technologies Inc | | 100 | % | | 100 | % | | 95 | | | 95 |
| | | | | | | | | | | |
| | | | | | | | 16,585 | | | 18,892 |
| | | | |
Company | | Corp. reg. no. | | | Equity | | | Net profit | | | Domicile |
Coding Technologies GmbH | | | | | 13,691 | | | 9,657 | | | Nürnberg |
Coding Technologies Sweden AB | | 556603-3105 | | | 73 | | | (4 | ) | | Stockholm |
Coding Technologies Inc | | | | | 1,506 | | | 583 | | | San Francisco |
|
Specification of the Parent Company’s participations in associated companies |
| | | | | | | | (in thousands of SEK) |
Company | | Proportion of equity | | | Share of votes | | | Nominal value | | | Book value |
Beijing Media Works Co., Ltd | | 49 | % | | 49 | % | | 905 | | | 200 |
Beijing Media Works Co., Ltd is a Joint Venture. The book value represents share capital, capitalized acquisition costs and write-down of investments.
Note 8 | Accruals and prepaid items |
| | |
Prepaid expenses and accrued income | | |
(in thousands of SEK) | | December 31, 2006 |
Rent | | 284 |
License income | | 827 |
Interest | | 794 |
Other | | 379 |
| | |
| | 2,284 |
11
| | |
Accrued expenses and deferred income | | |
(in thousands of SEK) | | December 31, 2006 |
Vacation pay | | 1,093 |
Employer’s contributions for social insurance | | 293 |
Accrued royalty | | 3,026 |
Prepaid royalties | | 22,850 |
Other accrued liabilities | | 17,940 |
| | |
| | 45,202 |
Note 9 | Debt instruments with attached warrants |
| a) | A debt instrument with a nominal value of SEK 7,130 is current and accruing no interest, and matured on 31 August 2006. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January 2005 and not later than 15 December 2007 for 7,130 shares in the Company at a subscription price of SEK 640 per share. Of the program 6,130 warrants were outstanding 31 December 2006. |
| b) | A debt instrument with a nominal value of SEK 7,820 SEK is current and accruing no interest, and will mature as of October 1, 2008. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January, 2005 and not later than September 1, 2008 for 7,820 shares in the Company at a subscription price of SEK 1,500 per share. Of the program 7,745 warrants were outstanding 31 December 2006. |
| c) | A debt instrument with a nominal value of SEK 14,385 is current and accruing no interest, and will mature as of October 1, 2008. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January, 2005 and not later than September 1, 2008 for 14,385 shares in the Company at a subscription price of SEK 800 per share. Of the program 13,485 warrants were outstanding 31 December 2006. |
| d) | During 2004, the Company repaid a debt instrument with a nominal value of SEK 20.0 million issued to the Company’s shareholders. The debt instrument carried detachable warrants which convey the right to subscribe for new shares not sooner than 1 January, 2005 and not later than December 15, 2007 for 31,250 shares in the Company at a subscription price of SEK 640 per share. Of the program 31,250 warrants were outstanding 31 December 2006. |
Share capital was composed as follows as of December 31, 2006:
| | | | |
| | Number of outstanding shares | | Share capital, (in thousands of SEK) |
Shares, par value SEK 1 | | 170,575 | | 171 |
12
All shares convey one (1) vote
| | | |
Share capital | | (in thousands of SEK) | |
Amount at beginning of year | | 169 | |
Change during the year | | 2 | |
| | | |
Amount at end of year | | 171 | |
| |
Paid-in but not registered share capital | | (in thousands of SEK) | |
Amount at beginning of year | | 1 | |
Change during the year | | (1 | ) |
| | | |
Amount at end of year | | — | |
| |
Share premium reserve | | (in thousands of SEK) | |
Amount at beginning of year | | 106,218 | |
Transfer to statutory reserve | | (106,218 | ) |
Share premium reserve of the year | | 597 | |
| | | |
Amount at end of year | | 597 | |
| |
Other restricted reserves | | (in thousands of SEK) | |
Amount at beginning of year | | (490 | ) |
Translation difference | | 195 | |
Transfer from Share premium reserve | | 106,218 | |
| | | |
Amount at end of year | | 105,923 | |
| |
Retained loss | | (in thousands of SEK) | |
Amount at beginning of year | | (46,482 | ) |
Translation difference | | (1,343 | ) |
Net profit for the financial year | | 21,701 | |
| | | |
Amount at end of year | | (26,124 | ) |
The accumulated net loss was SEK 26.1 million. No transfer to restricted reserves was done.
Note 11 | Summary of significant differences between Swedish GAAP and U.S. GAAP |
The annual financial statements included herein of Coding Technologies AB were prepared in accordance with accounting principles generally accepted in Sweden (Swedish GAAP) which differ in certain significant respects from U.S. GAAP, as described below.
1. Intangible assets
In accordance with Swedish GAAP, the Company amortizes intangible assets based on their statutory useful lives, which is 20 years for patents or the contractual lives for license rights.
13
Under U.S. GAAP intangible assets are amortized of their expected useful lives, which can sometimes be different from the statutory useful lives.
2. Revenue recognition
In accordance with Swedish GAAP, the Company recognizes revenue when earned. In certain situations, revenue can be recognized upon receipt of payment, while in other situations, revenue is recognized ratably over the contract period. The requirements for recognizing revenue upfront or ratably can vary from the revenue recognition requirements under U.S. GAAP.
Under U.S. GAAP, revenue is recognized in accordance with Staff Accounting Bulletin No. 104,Revenue Recognition and Statement Of Position No. 97-2,Software Revenue Recognition which requires revenue only be recognized when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is probable. For certain arrangements that involve multiple deliverables revenue for each deliverable can be recognized individually if certain separation criteria are met. If elements cannot be separated, revenue must be bundled and recognized ratably over time.
Swedish GAAP also allows internal revenues to be recognized without netting it against costs, which gives a gross up effect on the balance sheet.
Under U.S. GAAP such intercompany revenue is eliminated by netting against intercompany costs.
3. Exchange differences
In accordance with Swedish GAAP, the Company recognizes exchange differences in the same way as in US GAAP with exception for translation differences which are not recognized as other comprehensive income but booked against equity.
Under U.S. GAAP, assets and liabilities are translated into the entities reporting currency at the prevailing rate of exchange at the balance sheet date and revenue, costs and expenses are translated at the average exchange rate during the period. Translation gains and losses are reflected as other comprehensive income on the balance sheet. Assets and liabilities held by foreign subsidiaries that are in currencies other than the foreign subsidiaries’ functional currency are remeasured at the prevailing rate of exchange at the balance sheet date. Gains and losses from remeasurement are included in the determination of net income.
4. Capitalization of development expenditures
Swedish GAAP requires expenditures during the development phase to be capitalized as intangible assets if it is probable, with a high degree of certainty, that they will result in future economic benefits for the Company.
Under U.S. GAAP all costs incurred to establish technological feasibility are charged to expense when incurred in accordance with Statement of Financial Accounting Standards No. 2,Accounting for Research and Development Costs. Software development costs incurred subsequent to establishing technological feasibility but prior to general release shall be capitalized.
14