Exhibit 99.1
Burgess Manning GmbH
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITOR’S REPORT
September 30, 2011
Independent Auditor’s Report
We have audited the annual financial statements — comprising balance sheet, profit and loss account and notes—together with the bookkeeping system ofBurgess-Manning GmbH, Düsseldorf, Germanyfor the business year from October 1, 2010 to September 30, 2011. The maintenance of the books and records and the preparation of the annual financial statements in accordance with German commercial law are the responsibility of the company’s management. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, based on our audit.
We conducted our audit of the annual financial statements in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit such that misstatements, whether due to error or fraud, materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements are examined primarily on a test basis within the framework of the audit. The audit includes an assessment of the accounting principles used and significant estimates made by management, as well as an evaluation of the overall presentation of the annual financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on the findings of our audit, the annual financial statements ofBurgess-Manning GmbH, Düsseldorf, Germanyfor the business year from October 1, 2010 to September 30, 2011 comply with legal requirements and give a true and fair view of the net assets, financial position and results of operations of the company in accordance with German principles of proper accounting.
We issue this restated opinion based on our dutiful audit concluded on January 9, 2012 and our supplementary audit which solely relates to the voluntary inclusion of a cash flow statement as section V paragraph 3 of the notes to the financial statements of Burgess-Manning GmbH, Duesseldorf, Germany. We refer to the explanatory statement of Burgess-Manning GmbH, Duesseldorf, Germany as introduction to the restated notes. The supplementary audit did not give rise to any objections.
Duesseldorf/Germany
January 9, 2012
January 30, 2012
Grant Thornton GmbH
Wirtschaftsprüfungsgesellschaft
Alexandra Duda Certified Public Accountant | Hermann-Josef Schulze Osthoff Wirtschaftsprüfer |
Burgess-Manning GmbH
Balance Sheet for the financial reporting period from October 01, 2010 to September 30, 2011
September 30, | September 30, | September 30, | ||||||||||
September 30, 2011 Euro | September 30, 2010 Euro | |||||||||||
(unaudited) | ||||||||||||
ASSETS | ||||||||||||
A. Fixed Assets | ||||||||||||
I. Intangible Assets | ||||||||||||
Acquired licences, industrial property rights and licences on those rights | 3.070,00 | 3.070,00 | ||||||||||
II. Tangible fixed assets | ||||||||||||
Other assets and office equipment | 47.694,00 | 64.994,51 | ||||||||||
III. Other long-term financial assets | ||||||||||||
Investments | 800,00 | 800,00 | ||||||||||
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51.564,00 | 68.864,51 | |||||||||||
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B. Current assets | ||||||||||||
I. Inventories | ||||||||||||
1. Raw materials, consumables and supplies | 48.070,88 | 84.042,00 | ||||||||||
2. Construction contracts in progress | 2.288.163,04 | 3.731.432,01 | ||||||||||
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2.336.233,92 | 3.815.474,01 | |||||||||||
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II. Receivables and other assets | ||||||||||||
1. Trade receivables | 1.354.578,71 | 691.538,84 | ||||||||||
2. Other assets | 371.502,78 | 301.497,16 | ||||||||||
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1.726.081,49 | 993.036,00 | |||||||||||
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III. Cash on hand and at banks | 1.379.577,44 | 2.330.718,31 | ||||||||||
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5.441.892,85 | 7.139.228,32 | |||||||||||
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C. Prepaid expenses | 47.661,29 | 46.662,95 | ||||||||||
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5.541.118,14 | 7.254.755,78 | |||||||||||
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EQUITY AND LIABILITIES | ||||||||||||
A. Equity | ||||||||||||
I. Subscribed capital | 223.945,84 | 223.945,84 | ||||||||||
II. Retained earnings | 1.163.343,04 | 1.232.042,74 | ||||||||||
III. Net income | 976.360,29 | 158.300,30 | ||||||||||
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2.363.649,17 | 1.614.288,88 | |||||||||||
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B. Provisions | ||||||||||||
1. Tax provisions | 160.325,81 | 0,00 | ||||||||||
2. Other provisions | 406.107,12 | 197.283,79 | ||||||||||
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566.432,93 | 197.283,79 | |||||||||||
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C. Liabilities | ||||||||||||
1. Payments received on account of orders | 1.752.454,04 | 3.228.864,13 | ||||||||||
2. Trade liabilities | 642.441,96 | 2.081.347,57 | ||||||||||
3. Other liabilities | 216.140,04 | 132.971,41 | ||||||||||
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2.611.036,04 | 5.443.183,11 | |||||||||||
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5.541.118,14 | 7.254.755,78 | |||||||||||
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Burgess-Manning GmbH
Profit and loss account for the financial reporting period from October 01, 2010 to September 30, 2011
September 30, | September 30, | September 30, | ||||||||||
October 01, 2010 | October 01, 2009 | |||||||||||
to September 30, 2011 | to September 30, 2010 | |||||||||||
Euro | Euro | |||||||||||
(unaudited) | ||||||||||||
1. Sales | 11.581.597,10 | 5.037.338,05 | ||||||||||
2. Change in unfinshed goods | -1.443.268,97 | 3.481.432,01 | ||||||||||
2. Other operating income | 139.212,88 | 141.317,51 | ||||||||||
- thereof from currency translation EUR 1.519,42 | ||||||||||||
3. Cost of materials | ||||||||||||
a) Cost of raw materials and supplies | 6.695.972,60 | 6.780.533,29 | ||||||||||
b) Expenses for received services | 166.670,92 | 300,28 | ||||||||||
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6.862.643,52 | 6.780.833,57 | |||||||||||
4. Staff costs | ||||||||||||
a) Wages and salaries | 1.152.952,69 | 841.299,75 | ||||||||||
b) Statutory welfare contributions, expenses for pensions and optional support | 114.254,31 | 210.332,96 | ||||||||||
- thereof expenses for optional support EUR 9.882,48 (PY EUR 0,0) | ||||||||||||
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1.267.207,00 | 1.051.632,71 | |||||||||||
5. Amortization of intangible and depreciation of tangible fixed assets | 22.665,17 | 23.337,52 | ||||||||||
6. Other operating expenses | 714.405,84 | 500.884,30 | ||||||||||
- thereof from currency translation EUR 462,18 | ||||||||||||
7. Income from investments | 36,00 | 32,00 | ||||||||||
- thereof from affiliated companies EUR 0,00 (PY EUR 0) | ||||||||||||
8. Income from securities held and noncurrent loans made | 0,00 | 3.123,79 | ||||||||||
9. Other interest and similar income | 8.372,46 | 12.812,09 | ||||||||||
10. Interest and similar expenses | 46.272,54 | 38.264,73 | ||||||||||
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11. Income from operations | 1.372.755,40 | 281.102,62 | ||||||||||
12. Income taxes | 394.712,11 | 121.571,32 | ||||||||||
13. Other taxes | 1.683,00 | 1.231,00 | ||||||||||
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14. Net profit | 976.360,29 | 158.300,30 | ||||||||||
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Notes for the annual financial statements
for the period from October 1, 2010 to September 30, 2011
Burgess-Manning GmbH, Düsseldorf
The financial statements of the company for the period from October 1, 2010 to September 30, 2011 dated January 9, 2012 have been adjusted. The adjustment solely comprises the voluntary inclusion of a cash flow statement into the notes.
I. Accounting principles and general information
The annual financial statements of Burgess-Manning GmbH (“company” or “Burgess”) for the period from October 1, 2010 to September 30, 2011 have been prepared in Euros in accordance with the accounting principles of the Handelsgesetzbuch [German Commercial Code] and the supplementary provisions laid down in the GmbHG [Limited Liability Company’s Act].
The profit and loss account is presented by the total cost method [Gesamtkostenverfahren].
The company is classified as a small company in accordance with section 267 HGB and makes use of certain easements according to the German Commercial Code [HGB] in regard to disclosures.
II. Transition to the regulations of the Accounting Law Modernization Act
In the annual financial statements as per September 30, 2011 the company applies for the first time the accounting and valuation principles changed due to the Accounting Law Modernization Act [Bilanzrechtsmodernisierungsgesetz—BilMoG]. The figures of the previous years were not adjusted to the changed regulations.
The first-time application of BilMoG did not lead to any adjustments.
III. Accounting and valuation principles, currency conversion
Intangible fixed assets acquired for consideration are measured at cost less scheduled straight-line amortization.
Tangible assets are recognised at acquisition costs less scheduled straight-line depreciation. The useful life for other installations and office equipment is between 3 and 10 years.
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For low value items purchased before December 31, 2009 the company applies the German tax law regulations section 6 (2) and (2a) EStG [German Income Tax Act] valid until then. Accordingly, low value items with acquisitions costs of up to EUR 150 during the year of acquisition are completely depreciated in which the disposal is assumed for the year of acquisition. Low value items with acquisition costs of more than EUR 150 and up to EUR 1,000 are added to a compound item each year which is depreciated over five years and a disposal after five years presumed in which the disposal is assumed after five years.
For low value items purchased after 31 December 2009 the company applies the German tax law regulations section 6 (2) EStG [German Income Tax Act] valid since then. Accordingly, low value items with acquisition costs up to EUR 410 are completely depreciated during the year of acquisition in which the disposal is assumed for the year of acquisition. The changed valuation method with regard to low value items did not have a material influence on the net assets, financial position and results of operation.
Investments are recognised at cost. Impairments are recognised only if the lower fair value is expected to be sustainable.
Inventory is measured at acquisition or production cost including indirect cost or at the lower market price. Aged items are written-down.
Regardingtrade debtors andother assets that are recognized at their nominal value, all identifiable risks are considered by allowances for bad debts.
Capitalized discounts and payments and other expenses that are expenses after the balance sheet date are disclosed asprepaid expenses. They are dissolved over their individual term.
Tax and other provisions consider all identifiable risks and uncertain obligations as per the balance sheet date. They are recognised with the amount which is necessary according to reasonable commercial assessment and cover the repayment values.
Liabilities are stated at their repayment values.
Receivables and liabilities in foreign currency are initially valued with the exchange rate at the day of origin. Losses on exchange rate changes at to the balance sheet date are always considered, unrealized profits from exchange rate changes are only recognized for maturities of less than one year.
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IV. Disclosures regarding the balance sheet and the profit and loss account
(1) Receivables and other assets
Receivables have a maturity of less than one year. At balance sheet date there are receivables due by the shareholder amounting to EUR 129 k (PY EUR 152 k).
Other assets have—with the exception of an income tax credit amounting to EUR 20 k (PY EUR 23 k)—a maturity of less than one year.
(2) Tax provisions
Tax provisions concern trade tax and corporate tax.
(3) Other provisions
Other provisions mainly consist of obligations to employees and warranty accruals.
(4) Liabilities
All liabilities have a maturity of less than one year.
(5) Other operating expenses
Other operating expenses mainly include licence fees, legal and consulting costs, car expenses, insurance fees and leasing expenses.
V. Other disclosures
(1) Bank guarantees
Apart from the liabilities recognized at the balance sheet, the company is party to guarantee agreements with several banks. The total value of all guarantees drawn as at balance sheet date amounts to EUR 5.718 k (PY EUR 3.678 k).
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For these guarantees, the company provides the following collateral:
• | Assignment of all trade receivables |
• | Pledge of credit balance of cash account at Volksbank Düsseldorf Neuss eG at the full amount (as at September 30, 2011: EUR 161 k) |
• | Pledge of the time deposit account at HypoVereinsbank (as at September 30, 2011: EUR 0) |
• | Pledge of the current account and deposit at HypoVereinsbank (as at September 30, 2011: EUR 1.051 k). |
The risk of an availment of these collateral for liabilities is regarded to be improbable in the upcoming years due to the expected positive development of the company’s business.
(2) Managing directors
During the reporting year managing directors were:
• | Mr. Rainer Diekmann, Managing director Marketing/Finance/Administration, Duesseldorf, Germany (until November 4, 2011) |
• | Mr. Karim Ayoob, Managing director application Engineering/Sales, Mettmann, Germany |
On November 4, 2011 approved as managing director:
• | Mr. Barry Nesbit, Managing director Marketing/Finance/Administration, Colchester, Essex/UK |
(3) Cash flow statement
The following exhibit presents the cash in- and outflows of the company for FY 2011:
September 30, | September 30, | |||||
2011 | ||||||
EUR k | ||||||
Net profit | 976 | |||||
+/- | Depreciation/Amortization | 23 | ||||
+/- | In-/Decrease in provisions | 369 | ||||
+/- | De-/Incrase in inventories, receivables, other assets and deferred expenses not part of investing or financing activities | 750 | ||||
+/- | In-/Decrease in liabilities | -2.832 | ||||
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= | Cash flows from operating activities | -714 | ||||
+ | Proceeds from sale of property, plant and equipment | 0 | ||||
- | Purchase of property, plant and equipment | -10 | ||||
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= | Cash flow from investing activities | -10 | ||||
- | Dividend payments | -227 | ||||
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= | Financing activities | -227 | ||||
0 | ||||||
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Change in cash and cash equivalents | -951 | |||||
+ | Cash and cash equivalents at beginning of period | 2.331 | ||||
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= | Cash and cash equivalents at end of period | 1.380 | ||||
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Cash and cash equivalents comprise the balance sheet item cash on hand and cash at banks.
Düsseldorf, January 30, 2012
Burgess-Manning GmbH
Managing directors
Barry Nesbit | Karim Ayoob |
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