Exhibit 99.1
INDEPENDENT AUDITOR’S REPORT
PerkinElmer, Inc.
940 Winter Street
Waltham, Massachusetts
United States of America
and
EUROIMMUN Medizinische Labordiagnostika AG
Seekamp 31
23560 Luebeck
Germany
We have audited the accompanying consolidated financial statements of EUROIMMUN Medizinische Labordiagnostika AG and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2016, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Federal Republic of Germany this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EUROIMMUN Medizinische Labordiagnostika AG and its subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the Federal Republic of Germany, except for the non presentation of comparative figures, which are not required by the US Securities & Exchange Commission.
Emphasis of matter
We draw attention to Footnote 32, which reconciles the results for the period from German Accounting Standards (German Generally Accepted Accounting Principles) to the accounting principles generally accepted in the United States of America (US GAAP). Significant differences exist between German Generally Accepted Accounting Principles and US GAAP. Our opinion is not modified with respect to this matter.
Luebeck/Germany, 20 February 2018
BDO AG
Wirtschaftsprüfungsgesellschaft
| | |
/s/ Silvia Sartori | | /s/ Andreas Prill |
Silvia Sartori | | Andreas Prill |
Wirtschaftsprüferin | | Wirtschaftsprüfer |
(German Public Auditor) | | (German Public Auditor) |
EUROIMMUN Medizinische Labordiagnostika AG, Lübeck
Consolidated Annual Financial Statements for the Fiscal Year from January 1, 2016 to December 31, 2016
Consolidated Balance Sheet
| | | | | | | | | | | | | | | | | | | | | | |
A S S E T S | | | | | | | SHAREHOLDERS’ EQUITY AND LIABILITIES | | | |
| | | | | | | | 12/31/2016 | | | | | | | | | | 12/31/2016 | |
| | | | | | | | € | | | | | | | | | | € | |
A. | | FIXED ASSETS | | | | | | | A. | | | EQUITY | | | | |
| | I. | | Intangible assets | | | | | | | | | | I. | | Subscribed capital | | | 6,404,000.00 | |
| | | | 1. | | Goodwill | | | 3,334,249.35 | | | | | | | II. | | Capital reserves | | | 12,778,500.00 | |
| | | | 2. | | Franchises, trademarks, patents | | | 768,192.48 | | | | | | | III. | | Consolidated earnings reserves | | | 91,803,476.37 | |
| | | | 3. | | Prepayments | | | 44,205.00 | | | | | | | IV. | | Equity difference from currency translation | | | 4,500,020.36 | |
| | | | 4. | | Other intangible assets | | | 997,045.06 | | | | | | | V. | | Consolidated retained earnings | | | 13,022,898.91 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 5,143,691.89 | | | | | | | | | | | | 128,508,895.64 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | II. | | Tangible assets | | | | | | | | | | | | | |
| | | | 1. | | Land, similar rights, and buildings, | | | | | | | | | | | | | | | | |
| | | | | | including buildings on unowned land | | | 53,060,769.67 | | | | | | | | | | | | | |
| | | | 2. | | Technical equipment and machinery | | | 19,320,204.40 | | | | | | | | | | | | | |
| | | | 3. | | Other equipment, factory and office equipment | | | 27,683,431.54 | | | | B. | | | SPECIAL ACCOUNTS | | | | |
| | | | 4. | | Prepayments and plants and machinery under construction | | | 9,871,216.56 | | | | | | | Special accounts for investment grants to fixed assets | | | 438,579.38 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 109,935,622.17 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | III. | | Financial assets | | | | C. | | | PROVISIONS | | | | |
| | | | 1. | | Participating interests | | | 792.56 | | | | | | | 1. | | Provisions for pensions | | | 19,203,427.00 | |
| | | | 2. | | Shares in cooperatives | | | 250.00 | | | | | | | 2. | | Tax provisions | | | 2,306,792.92 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | 3. | | Other provisions | | | 11,884,161.44 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 1,042.56 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | 33,394,381.36 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 115,080,356.62 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
B. | | CURRENT ASSETS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | D. | | | LIABILITIES | | | | |
| | I. | | Inventories | | | | | | | | | | 1. | | Liabilities from contributions of silent shareholders | | | 1,300,000.00 | |
| | | | 1. | | Raw materials and supplies | | | 9,337,833.80 | | | | | | | 2. | | Bank loans and overdrafts | | | 58,081,118.76 | |
| | | | 2. | | Work in process | | | 5,365,587.66 | | | | | | | 3. | | Prepayments received | | | 1,196,577.91 | |
| | | | 3. | | Finished goods and merchandise | | | 19,285,543.47 | | | | | | | 4. | | Trade payables | | | 4,566,512.71 | |
| | | | 4. | | Prepayments | | | 998,103.05 | | | | | | | 5. | | Other liabilities | | | 8,155,063.92 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 34,987,067.98 | | | | | | | | | | | | 73,299,273.30 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | II. | | Receivables and other assets | | | | | | | | | | | | | | | | |
| | | | 1. | | Trade receivables | | | 48,019,184.01 | | | | | | | | | | | | | |
| | | | 2. | | Other assets | | | 3,883,074.29 | | | | E. | | | DEFERRED INCOME | | | 51,333.22 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 51,902,258.30 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | III. | | Cash on hand and cash in banks | | | 22,412,967.11 | | | | F. | | | DEFERRED TAX LIABILITIES | | | 416,896.64 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 109,302,293.39 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
C. | | PREPAID EXPENSES | | | 4,339,118.46 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
D. | | DEFERRED TAX ASSETS | | | 7,387,591.07 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 236,109,359.54 | | | | | | | | | | | | 236,109,359.54 | |
| | | | | | | | | | | | | | | | | | | | | | |
EUROIMMUN Medizinische Labordiagnostika AG, Lübeck
Consolidated Annual Financial Statements for the Fiscal Year from January 1, 2016 to December 31, 2016
Consolidated Income Statement
| | | | | | |
| | | | 2016 € | |
1. | | Sales | | | 239,672,026.36 | |
2. | | Change in inventory in finished goods and work in process | | | -2,056,855.21 | |
3. | | Other own work capitalized | | | 772,297.41 | |
4. | | Other operating income | | | 6,846,061.01 | |
| | - of which earnings from currency translation: EUR 4,457,498.27 | | | | |
5. | | Cost of materials | | | | |
| | a) Cost of raw materials, supplies and merchandise | | | 30,625,822.35 | |
| | b) Cost of purchased services | | | 1,606,363.83 | |
6. | | Personnel expenses | | | | |
| | a) Wages and salaries | | | 90,459,315.97 | |
| | b) Social security, pension | | | | |
| | and other benefits | | | 18,736,131.64 | |
| | - of which for pensions: EUR 1,536,865.01 | | | | |
7. | | Amortization and depreciation on intangible and tangible fixed assets | | | 15,133,169.07 | |
8. | | Other operating expenses | | | 50,472,972.12 | |
| | - of which expenditures from currency translation: EUR 4,190,341.32 | | | | |
9. | | Other interest and similar income | | | 170,987.45 | |
| | - thereof earnings from the discounting of provisions: | | | | |
| | EUR 19,374.44 | | | | |
10. | | Interest and similar expenses | | | 3,517,706.67 | |
| | - thereof expenses from the compounding of provisions: | | | | |
| | EUR 2,158,308.74 | | | | |
11. | | Write-offs on financial assets | | | 437,200.00 | |
12. | | Taxes on income | | | 10,232,601.43 | |
| | - of which earnings from deferred taxes: | | | | |
| | EUR 2,639,170.90 | | | | |
| | | | | | |
13. | | Earnings after taxes | | | 24,183,233.94 | |
14. | | Other taxes | | | 908,961.45 | |
| | | | | | |
15. | | Consolidated profit for the year | | | 23,274,272.49 | |
16. | | Unappropriated earnings of the parent company from previous year | | | 12,220,365.59 | |
17. | | Allocations to earnings reserves | | | | |
| | a) of the parent company | | | -13,159,470.60 | |
| | b) Disbursement at parent company | | | -3,196,548.50 | |
| | c) Disbursement to other shareholders | | | -92,151.36 | |
| | d) Within the scope of the consolidation | | | -6,023,568.71 | |
| | | | | | |
18. | | Consolidated retained earnings | | | 13,022,898.91 | |
| | | | | | |
EUROIMMUN Medizinische Labordiagnostika AG, Lübeck
Consolidated Annual Financial Statements for the Fiscal Year
from January 1, 2016 to December 31, 2016
Consolidated Cash Flow Statement
| | | | | | |
| | | | 2016 | |
| | | | €k | |
Operating activities | | | | |
| | Annual profit of the group | | | | |
| | (including shares in profits of other shareholders) | | | 23,274 | |
+ | | Amortization and depreciation on fixed assets | | | 15,570 | |
+ | | Allocations to provisions | | | 4,346 | |
+/- | | Other expenses/earnings not affecting payments | | | 1,763 | |
| | | | | | |
= | | Cash flow | | | 44,953 | |
-/+ | | Increase/decrease in inventories, trade receivables, and other assets that are not to be classified as investment and financing activities | | | -8,132 | |
+/- | | Increase/decrease in trade liabilities and other liabilities that are not to be classified as investment and financing activities | | | 1,121 | |
-/+ | | Profit/loss from the disposal of fixed assets | | | -174 | |
+/- | | Interest expenses/Interest income | | | 3,352 | |
+/- | | Expenses/income from taxes on income | | | 10,232 | |
-/+ | | Payments for income tax | | | -14,234 | |
| | | | | | |
| | Inflow of funds from operating activities | | | 37,118 | |
| | | | | | |
Investment activities | | | | |
+ | | Payments from disposals of intangible assets | | | — | |
- | | Payments for investments in intangible assets | | | -836 | |
+ | | Payments from disposals of tangible assets | | | 1,367 | |
- | | Payments for investments in tangible assets | | | -38,859 | |
+ | | Payments from disposals of financial assets | | | — | |
- | | Payments for investments in financial assets | | | — | |
+ | | Payments from disposals from the consolidated companies | | | — | |
- | | Payments for additions to consolidated companies | | | -4,449 | |
+ | | Interest received | | | 88 | |
| | | | | | |
| | Outflow of funds from investment activities | | | -42,689 | |
| | | | | | |
Financing activities | | | | |
- | | Payments from the repayment of silent contributions | | | — | |
+ | | Payments from the issue of bonds and the taking out of (financial) loans | | | 33,850 | |
- | | Payments from the repayment of bonds and (financial) loans | | | -16,412 | |
+ | | Payments from received grants/subsidies | | | 814 | |
- | | Interest paid | | | -1,331 | |
- | | Dividends paid to shareholders of the parent company | | | -3,197 | |
- | | Dividends paid to other shareholders | | | -3 | |
| | | | | | |
| | Inflow/outflow of funds from financing activities | | | 13,721 | |
| | | | | | |
| | Change affecting payments of the financial resources in the fiscal year | | | 8,150 | |
+/- | | Changes in financial resources caused by exchange rates and measurements | | | 670 | |
+/- | | Change in financial resources funds caused by consolidated companies | | | | |
+ | | Financial resources at beginning of fiscal year | | | 13,593 | |
| | | | | | |
| | Financial resources at end of fiscal year | | | 22,413 | |
| | | | | | |
EUROIMMUN Medizinische Labordiagnostika AG, Lübeck
Consolidated Annual Financial Statements for the Fiscal Year from January 1, 2016 to December 31, 2016
Consolidated Analysis of Equity Movement for Fiscal Year 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Paid-in capital | | | Earned capital | | | Cum. other equity | | | Equity | | | Minorities | | | Consolidated equity | |
(Amounts in €K) | | Subscribed capital | | | Capital reserves | | | Earnings reserves | | | Consolidated unappropriated earnings | | | CTD1 | | | | | | | | | | |
January 1, 2016 | | | 6,404 | | | | 12,779 | | | | 72,495 | | | | 12,220 | | | | 6,087 | | | | 109,985 | | | | 356 | | | | 110,341 | |
Changes from currency translation | | | — | | | | — | | | | — | | | | — | | | | -1,587 | | | | -1,587 | | | | — | | | | -1,587 | |
Consolidated profit | | | — | | | | — | | | | — | | | | 23,274 | | | | — | | | | 23,274 | | | | — | | | | 23,274 | |
Disbursements | | | — | | | | — | | | | — | | | | -3,197 | | | | — | | | | -3,197 | | | | -92 | | | | -3,289 | |
Allocation to/withdrawal from provisions | | | — | | | | — | | | | 19,180 | | | | -19,180 | | | | — | | | | — | | | | — | | | | — | |
Miscellaneous | | | — | | | | — | | | | 128 | | | | -94 | | | | — | | | | 34 | | | | -264 | | | | -230 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2016 | | | 6,404 | | | | 12,779 | | | | 91,803 | | | | 13,023 | | | | 4,500 | | | | 128,509 | | | | 0 | | | | 128,509 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | CTD = currency translation differences |
EUROIMMUN Medizinische Labordiagnostika AG, Lübeck
Consolidated Annual Financial Statements for the Fiscal Year
from January 1, 2016 to December 31, 2016
Consolidated Notes
1. General information
The consolidated annual financial statements are prepared by EUROIMMUN Medizinische Labordiagnostika AG (hereinafter: “EUROIMMUN”), headquarters in Lübeck and entered in the Commercial Register of the Lübeck Local Court (Reg. No. HRB 2330 HL).
These financial statements have been prepared solely for the purpose of meeting the requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X. These financial statements are not the statutory financial statements of EUROIMMUN.
The statements are prepared in accordance with the provisions of the German Commercial Code (HGB) and Company Law (AktG). The consolidated annual financial statements have been prepared in euros (EUR/€).
No comparative information has been presented in these financial statements as no comparatives are requested under SEC Rule 3-05 of Regulation S-X. However, this is a departure from German GAAP, as comparative figures are required due to the level of significance.
Significant differences exist between German Generally Accepted Accounting Principles and US Generally Accepted Accounting Principles (US-GAAP). The reconciliation to US-GAAP and a description of the relevant reconciliation items have been added to this financial statements to fulfil the requirements of SEC regulation 3-05 of Regulation S-X.
The type of expenditures format is used for preparation of the consolidated income statement.
The measurements presume a continuation of corporate activities.
2. Consolidated companies
Besides EUROIMMUN, the consolidated annual financial statements include 24 foreign companies that are under the control of EUROIMMUN and for which the latter holds the majority of the voting rights, either directly or indirectly. EUROIMMUN Diagnostics España S.L.U. and EUROIMMUN Portugal Unipessoal Lda. have been included in the group of consolidated companies since January 1, 2016, as EUROIMMUN AG had acquired 100% of the shares of each of these companies. EUROIMMUN US Real Estate LLC has been included in the group of consolidated companies since December 1, 2016 because this company was founded by the group company EUROIMMUN US, Inc. Guangzhou EUROIMMUN Medical Diagnostic Products Co., Ltd. and Guangzhou EUROIMMUN Medical Laboratory Co., Ltd. have also been included in the group of consolidated companies for the first time since being founded in December. The shares in Guangzhou EUROIMMUN Medical Diagnostic Products Co., Ltd. are held by EUROIMMUN Medical Diagnostics (China) Co., Ltd.; the shares in Guangzhou EUROIMMUN Medical Laboratory Co., Ltd. are held by Beijing EUROIMMUN Diagnostic Technology Consulting Co., Ltd.
The change in the group of consolidated companies does not impair the comparability with the previous year.
The affiliated companies are listed in the overview of holdings at the end of these consolidated notes.
3. Consolidation principles
Capital is consolidated in accordance with the revaluation method, disclosing all hidden reserves and encumbrances at the point in time of the acquisition or at the point in time at which the company became a subsidiary. Any positive consolidation difference is recognized as goodwill pursuant to Section 309 (1) HGB and depreciated over the presumed useful life with effect on earnings. If, after allocation of the hidden reserves and encumbrances, a negative difference remains, it is disclosed in a separate item on the liabilities side of the balance sheet and reversed with effect on earnings in accordance with the provisions of Section 309 (2) HGB. The goodwill resulting from the capital consolidation will be written off by the straight-line method over the presumed useful life of 5 or 15 years. Shares in equity attributable tonon-group third parties are recognized in the balancing items for shares of other shareholders within equity in the consolidated balance sheet.
The receivables and liabilities among the companies included in the consolidated financial statements are offset against one another.
The recognition of the value of assets fromin-group deliveries and services is adjusted by unrealized interim results; these assets are therefore measured at group costs of acquisition or group manufacturing costs.
Thein-company sales are offset against the expenditures of the receiving companies attributable to the sales unless they are recognized as Changes in inventory or Other own work capitalized. All otherin-group earnings and expenditures are offset against one another.
The deferment of taxes is disclosed in accordance with the temporary concept oriented to holdings.
4. Accounting and valuation principles
The separate annual financial statements of EUROIMMUN and the consolidated foreign subsidiaries are prepared in accordance with standard accounting and valuation principles and incorporated into the consolidated annual financial statements. If there are major differences from the established standards in the financial statements of the consolidated companies prepared in accordance with the laws of their countries, adjustments are made in the relevant position. Only in insignificant cases will no adjustments be made.
All of the financial statements of the consolidated foreign subsidiaries of EUROIMMUN inforeign currencies are translated in accordance with the modified current rate method. The translation of the balance sheet items from the national currency of the specific country into euros in the consolidated annual financial statements is always calculated according to the mean spot rate on the balance sheet date.
The items within equity, with the exception of the annual profit/loss, and the holdings are translated at historical exchange rates. The annual profit/loss is translated at the average rates for the year. The resulting currency translation differences are recognized without effect on earnings under the item “Equity difference from currency translation” within the consolidated equity.
Assets and liabilities in foreign currencies are measured at the mean spot rate on the balance sheet date. The principle of acquisition costs and imparity is applied to the measurement of receivables and liabilities in foreign currency with a term greater than one year.
The items of the income statement are translated at average rates for the year.
The currencies in the Group and their exchange rates developed as shown below.
| | | | | | | | | | | | |
| | €1 | | | Closing-date exchange rate | | | Average exchange rate | |
Country | | = | | | 12/31/2016 | | | 2016 | |
USA | | | USD | | | | 1.0541 | | | | 1.1066 | |
Singapore | | | SGD | | | | 1.5234 | | | | 1.5277 | |
Great Britain | | | GBP | | | | 0.8562 | | | | 0.8189 | |
China | | | RMB | | | | 7.3202 | | | | 7.3494 | |
Poland | | | PLN | | | | 4.4103 | | | | 4.3635 | |
Canada | | | CAD | | | | 1.4188 | | | | 1.4663 | |
Switzerland | | | CHF | | | | 1.0739 | | | | 1.0902 | |
South Africa | | | ZAR | | | | 14.4570 | | | | 16.2751 | |
Turkey | | | YTL | | | | 3.7072 | | | | 3.3427 | |
Brazil | | | BRL | | | | 3.4305 | | | | 3.8614 | |
Purchasedintangible assets are measured at acquisition cost less scheduled straight-line depreciation. Goodwill from the initial consolidation of holdings is capitalized and depreciated over 5 or 15 years. The useful life determined for the goodwill is based on the expectation of stable development of the sectors on the specific markets. Useful life of 4 years is assumed for most of the other intangible assets.
The option to capitalize own development work pursuant to Section 248 (2) HGB is not exercised.
Tangible assets are measured at acquisition or manufacturing costs less the scheduled straight-line depreciation based on useful life. Acquisition costs are structured in accordance with Section 255 (1) HGB. They consequently include secondary acquisition costs and retroactive acquisition costs while taking into account any reductions in acquisition costs. The manufacturing costs of company-produced equipment include direct costs of materials and labor as well as reasonable shares of the overhead costs for materials and production plus any depreciation of the fixed assets attributable to production. Depreciation is written off pro rata temporis according to the straight-line method.Low-value assets are written off in full in the year of their acquisition.
Business and factory buildings are depreciated over a maximum of 50 years, technical equipment and machinery primarily over 8 years, and other equipment, factory and office equipment primarily over 2 to 5 years, but a maximum of 15 years.
Financial assets are measured at the lower of acquisition costs or fair value.
Raw materials and supplies are recognized in theinventories at the lower of acquisition costs or fair value. Work in process and finished goods are measured at group manufacturing costs. The manufacturing costs include directly attributable costs of materials and labor, reasonable shares of the overhead costs for materials and production and costs of general administration, plus any depreciation of the fixed assets attributable to production. Inventory risks arising from the storage period and reduced usability are recognized by valuation allowances. The principle of loss-free measurement is observed for all inventories. The fixed value method is applied in one case.
Receivables and other assets are measured at nominal value less any required valuation allowances. The general risk of bad debts is taken sufficiently into account bylump-sum value allowances.
Cash and cash equivalents are measured at nominal value.
Deferred taxes on temporary differences between the commercial law value measurements of the assets, debts and deferred items and the tax law value measurements of the consolidated companies, on accumulated deficits carried forward under tax law, and on differing value measurements related to consolidation measures are posted separately. The resulting deferred tax assets and liabilities are each disclosed as separate items in the consolidated balance sheet. They are measured at the company-specific tax rates at the point in time at which they will presumably be reversed. The applied tax rates range between 16.5% and 33.3%.
Provisions for pensions are recognized on the basis of actuarial calculations corresponding to the pro rata projected unit credit method at the required payment amount and discounted pursuant to Section 253 (2) HGB at a discount rate announced by the Deutsche Bundesbank. The average interest rate over the last ten years of 4.01% was applied over a flat remaining term of 15 years. The calculations were based on the Heubeck Reference Tables 2005 G.
The calculation included an adjustment in current pensions of 1% p.a. Payroll trends are not given consideration in the calculation because the terms and conditions of the pension provide that the building blocks that have been earned from one closing date to the next are used as the basis for the measurement and consequently future changes in wages and salaries do not have any retroactive effect on earned building blocks.
An adjustment of ongoing pensions of 3% p.a. and payroll trends of 3% p.a. were taken into account for individual commitments granted for retirement, invalidity, and widow pensions. Allocation of future benefits is based on the ratio of the previous working time to the working time possible until payment of the pension benefits begins.
Tax provisions and other provisions are measured appropriately in accordance with prudent business judgment to cover all discernible risks. They are presented in the amount of payment. The cost increases that will presumably occur by the point in time of payment have been taken into consideration in calculating the payment amount. Provisions with a remaining term of more than one year are discounted on the basis of their remaining term at the average market interest rate of the past seven fiscal years as calculated and announced by the Deutsche Bundesbank.
Liabilities are measured at their repayment amount.
Derivative financial instruments are used to hedge interest risks from business operations and/or the resulting requirements for financing. If a direct hedge context exists and has been designated, the derivative financial instruments are included with the underlying transaction as a measurement unit. If there is no hedge context or the context is insufficient, a provision for contingent losses from pending transactions is created for unrealized losses.
The value recognition of thecontingent liabilities corresponds to the liability volume on the closing date.
5. Deviations from accounting and valuation methods used in the previous year
The applied accounting and valuation methods are the same as those applied in the previous year with the following exceptions:
During the reporting period, the new regulations under commercial law pursuant to the German Implementing Act for the Accounting Directive (BilRUG) were applied in their full scope. The resulting effects on recognition, measurement, and disclosure of specific items in the annual financial statements are described in the following presentation of the accounting and valuation methods/of the deviations from the accounting and valuation methods applied in the previous year.
As a consequence of the first-time application of the Implementing Act for the Accounting Directive (BilRUG), the sales disclosed in the reporting period are not comparable with the figures of the previous year. Revenues from the sale of tangible assets, from the company restaurant and kindergarten, from license agreements, from rent and leases, and from other secondary revenues in the amount of €2,074k are disclosed under the item Sales in accordance with the provisions of the BilRUG. The disclosure of €1,465k in the previous year was under Other operating income. The application of the BilRUG in the previous year would have resulted in sales of €207,293k.
The expenditures of €1,918k corresponding to the aforementioned sales are disclosed pursuant to application of the BilRUG in cost of materials under expenditures for raw materials and supplies and purchased goods (€1,749k) and under purchased services (€169k). The disclosure of €1,370k in the previous year was under Other operating expenses. The application of the BilRUG in the previous year would have resulted in cost of materials of €32,050k.
Explanatory comments on the consolidated balance sheet
(Values shown in €k unless otherwise stated)
6. Fixed assets
The breakdown and development of fixed assets with gross values and cumulative depreciation in fiscal year 2016 are presented in the analysis of fixed assets movements on page 19 of the notes.
The addition in goodwill results from the initial consolidation of EUROIMMUN Diagnostics España S.L.U. and EUROIMMUN Portugal Lda. and from the repurchase of shares held by other shareholders in the subsidiaries in Poland and Switzerland. The goodwill disclosed on the balance sheet date covers exclusively differences from the capital consolidation.
During the reporting period, an unscheduledwrite-off in the amount of €437k was taken on the value measurement of an associated company.
7. Receivables and other assets
Other assets include receivables in the amount of €855k with a remaining term of over one year. Individual valuation allowances of €430k as well aslump-sum valuation allowances of €395k were created on trade receivables.
8. Financial instruments
Per 12/31/2016, the interest rate cap transactions with terms up to 2021 amounted to a total of nominally €550k.
The premiums of the interest caps will be reversed over their term by a simplified straight-line method. The carrying values of the interest rate cap premiums disclosed under the deferred items amount to €9k per 12/31/2016. All of the interest rate caps were allocated to measurement units in the reporting period. The fair value of the interest rate caps per 12/31/2016 amounted to €0k.
An interest swap with a floating interest rate was concluded to hedge the interest rate of a long-term loan in the amount of €1,000k and a term until 2017. A market value of€-14k was determined for this swap per December 31, 2016; it was not presented in the balance sheet as a consequence of the existing hedge relationship.
The fair value of the derivative financial instruments was measured according to themark-to-market method. Owing to the existing effectiveness of the hedge relationship, it was not necessary to create any provisions for contingent losses from pending transactions on the balance sheet date.
The derivatives described here serve to secure the short-term need for operating funds and the interest rates of long-term loans and are tied in the amount of €1,522k to bank loans in the same amount and the same due date. The bank loans and the financial derivatives are each recorded as one measurement unit within the sense of Section 254 HGB. There are no plans to engage in trade with derivatives.
9. Prepaid expenses
The prepaid expenses include the interest rate caps at €9k, of which €6k has a term of over one year.
Furthermore, the prepaid expenses include discounts of €2k of which €2k has a remaining term of more than one year.
10. Deferred taxes
Deferred tax assets at €2,217k result from deviations in the value measurements under commercial and tax laws at the level of the separate companies and are a consequence in particular of measurement differences in the provisions, primarily for the pension commitments of the parent company. A deferred tax asset of €301k results from accumulated deficits carried forward under tax law. The remaining amount of the item of deferred tax assets of €4,869k is a consequence of consolidation postings related primarily to the elimination of intermediate profits.
Deferred tax liabilities of €276k result from consolidation measures and liabilities of €140k result from deviations in the commercial and tax law value measurements at the level of the individual companies, primarily from measurement differences under tax law for fixed tangible assets.
Tax rates between 16.5% and 33.3% were used for calculation of the deferred taxes on the deviations. The change in the deferred tax assets and liabilities led in total to a tax income of €2,639k, which is disclosed as a balance within the item Taxes on income.
11. Subscribed capital
The subscribed capital of EUROIMMUN on the closing date amounted to €6,404,000.00, distributed among 6,404,000no-par common shares. These areno-par-value shares and bear the names of the shareholders.
Approved capital amounts to €3,000,000.00.
Between January and April 2016, shareholders acquired 6,732 shares of common stock at a price of €50.00 per share; between April and August 2016, they acquired 15,066 shares of common stock at a price of €65.00 a share; and between August and December 2016, they acquired 9,730 shares of common stock at a price of €80.00 a share; the shares were resold at purchase price.
In total, common shares with a proportionate share of the share capital of €31,528.00 (corresponding to 0.49% of the share capital) were acquired. The company did not hold any shares of its own stock on the balance sheet date.
We refer here as well to the consolidated analysis of equity movement that is a part of the notes (Exhibit I page 21).
12. Capital reserves
The premiums realized as part of capital increases are disclosed in the capital reserves of EUROIMMUN. In addition, the additional income of past fiscal years from the resale of own stock that had been acquired is recognized here.
13. Consolidated earnings reserves
In addition to the appropriations from EUROIMMUN’s annual profits of previous years, the Other earnings reserves contain the Group’s shares of the balance sheet results of the consolidated subsidiaries to the extent that profits have been realized since they became members of the Group. In addition, this item includes the cumulative effects of consolidation measures of previous years. Negative differences from equity consolidation in the amount of €327k were appropriated to the Group reserves to the extent that these differences were retained profits before the initial consolidation.
Pursuant to the resolution adopted by the EUROIMMUN AG’s Annual General meeting on July 8, 2016, the amount of €5,000,000.00 was appropriated to the Other earnings reserves and the amount of €3,196,548.50 was disbursed from the unappropriated retained earnings.
The option provided by the company charter to appropriate 50% of the annual profit of EUROIMMUN AG in 2016 (€8,163,770.60) to the Other earnings reserves was exercised.
14. Consolidated unappropriated retained earnings
The unappropriated retained earnings of the parent company EUROIMMUN are disclosed as the consolidated unappropriated retained earnings. The transition from consolidated annual profit to consolidated unappropriated retained earnings is presented below the consolidated income statement.
15. Equity difference from currency translation
The differences from currency translation determined without effect on earnings are recognized in this item; these differences result from the translation of the separate financial statements of the consolidated foreign subsidiaries that were prepared in the national currency.
16. Balancing items for shares of other shareholders
This item includes shares in equity and in the annual profits of consolidated subsidiaries held bynon-group shareholders. These shares were acquired by the Group’s parent company during the reporting period. The share of the profits accruing to the shares of the other shareholders amounts to €92k at the time of the acquisition.
17. Provisions
The pension provisions were calculated pursuant to Section 253 (2) HGB and by applying the average interest rate of the last 10 years. In comparison, calculation applying an average interest rate of the last 7 years results in an increase in pension provisions by €4,290k to €23,493k. This difference of €4,290k has been blocked for disbursement.
Other provisions concern essentially personnel-related provisions for remaining vacation claims and overtime credit accounts, performance-based provisions to cover contractual and statutory obligations, and provisions for other risks and obligations.
18. Liabilities
The breakdown of the liabilities is shown below:
| | | | | | | | | | | | | | | | |
| | 12/31/2016 | |
| | Total | | | Remaining term | |
| | | | | up to 1 year | | | 1–5 years | | | > 5 years | |
| | €k | | | €k | | | €k | | | €k | |
Liabilities from contributions by silent shareholders | | | 1,300 | | | | — | | | | 1,300 | | | | — | |
Bank loans and overdrafts | | | 58,081 | | | | 14,552 | | | | 32,482 | | | | 11,047 | |
Prepayments received | | | 1,197 | | | | 1,197 | | | | — | | | | — | |
Trade accounts payable | | | 4,567 | | | | 4,567 | | | | — | | | | — | |
Other liabilities | | | 8,155 | | | | 7,869 | | | | 286 | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 73,300 | | | | 28,185 | | | | 34,068 | | | | 11,047 | |
| | | | | | | | | | | | | | | | |
Theliabilities from contributions of silent shareholders concerns the holding of €300k agreed per December 18, 2008, with theGesellschaft für Wagniskapital Mittelständische Beteiligungsgesellschaft Schleswig-Holstein Gesellschaft mit beschränkter Haftung (MBG), Kiel, as a typically silent shareholder and the holding of €1,000k agreed per December 18, 2008 with theMittelstandsfonds Schleswig-Holstein GmbH (MSH), Kiel, as a typically silent shareholder. The contributions have a term in the amount of €1,300k until December 31, 2018.
Fixed compensation at a rate of 9.0% p.a. plus variable compensation based on profit must be paid on the liabilities from contributions of silent shareholders.
MBG and MSH do not participate in ongoing losses outside of bankruptcy proceedings.
If bankruptcy proceedings against EUROIMMUN’s assets are initiated, MBG and MSH participate in EUROIMMUN’s losses with their contributions in the ratio of the contributions to share capital and the other equity items of EUROIMMUN; this participation is limited to the amount of the silent contributions.
Bank loans and overdrafts are secured by real estate liens in the amount of €21,477k and assignment by way of security of assets in the amount of €204k.
A pari passu clause concerning the short-term liabilities has been concluded.
Tax liabilities in the amount of €4,187k and liabilities related to social security in the amount of €906k are presented under theOther liabilities. Otherwise, the item contains primarily liabilities due to employees and loan liabilities to private individuals.
19. Transactions not included in the balance sheet and other financial obligations
One of the Group companies has concluded a factoring agreement providing immediate payment for the assigned receivables (less fees and interest) with the intent of improving liquidity and reducing the risk of bad debts. The interest is calculated on the basis of interest rates usual on the market as applied to the payment deadlines granted to the debtors. During the reporting period, receivables in the amount of €1,581k were assigned and interest and fees in the amount of €21k were recognized as effective expenses under this agreement.
Per the balance sheet date, there were Other financial liabilities pursuant to long-term leases and leasing agreements in the amount of €15,326k. The purchase commitments of €21,261k concern essentially the orders for analysis equipment, microscopes, and supplies for production.
Explanatory comments on the income statement
(Values shown in €k unless otherwise stated)
20. Sales
Breakdown according to fields of activities
| | | | |
| | 2016 | |
| | €k | |
Laboratory diagnostics | | | 213,354 | |
Equipment | | | 11,155 | |
Other | | | 14,433 | |
| | | | |
| | | 238,942 | |
Passed-on charges for packaging | | | 1,032 | |
Cash discounts | | | -302 | |
| | | | |
| | 239,672 | |
| | | | |
Breakdown according to regions (sales territories)
| | | | |
| | 2016 | |
| | €k | |
Asia/Australia | | | 120,958 | |
EUROPE (except Germany) | | | 56,429 | |
Germany | | | 37,461 | |
Americas | | | 22,472 | |
Africa | | | 2,352 | |
| | | | |
| | | 239,672 | |
| | | | |
21. Other operating income/Other operating expenses related to other periods
The Other operating income includes income from the sale of fixed assets related to other periods in the amount of €256k and income from the reversal of provisions in the amount of €836k.
The Other operating expenses include expenditures for license fees related to other period in the amount of €2,393k as well as the amount of €130k from the disposal of tangible assets.
22. Taxes on income
Tax expenses of €10,233k were incurred for the parent company and for the consolidated subsidiaries realizing a profit. The total amount includes a deferred tax asset of €2,639k.
23. Average headcount for the year
| | | | |
| | 2016 | |
| | Number | |
Production department | | | 941 | |
Sales and Administration department | | | 1,009 | |
Other departments | | | 202 | |
Vocational trainees | | | 64 | |
| | | | |
| | | 2,216 | |
| | | | |
The headcount in the sales and administration division includes 4 management board members.
As of the balance sheet date, EUROIMMUN employed 2,317 workers, including 68 vocational trainees.
24. Appropriation of the parent company’s earnings
EUROIMMUN AG concluded fiscal year 2016 with a net profit for the year in the amount of €16,328k. Of this amount, €8,164k was appropriated to the Other earnings reserves. The remaining €8,164k was allocated to the unappropriated retained earnings. The proposal to disburse a part of the unappropriated retained earnings will be submitted to the Annual General Meeting on July 14, 2017.
25. Explanatory comments on the cash flow statement
Financial resources are the total of cash on hand and cash in banks. This figure corresponds to the disclosure of cash and cash equivalents in the balance sheet.
Other expenses and income without impact on payment essentially concern expenses from exchange rate differences and expenditures from the allocation to individual valuation allowances.
26. Events after the reporting period
There were no major events with an impact on the financial position and earnings after the balance sheet date.
27. Other information
Pursuant to Section 20 AktG, EUROIMMUN AG has been notified that more thanone-fourth of the stock is held directly byStöcker Vermögensverwaltungsgesellschaft mbH & Co. KG within the sense of Section 20 (1) AktG.
Stöcker Vermögensverwaltungsgesellschaft mbH & Co. KG, together with Professor Stöcker (Dr. med.) as a private individual, holds the capital majority as well as the voting majority in EUROIMMUN pursuant to Section 20 (4) AktG.
28. Information about the auditor’s fee
The following fees have been recognized forBDO AG Wirtschaftsprüfungsgesellschaft for fiscal year 2016:
| a) | Final audit services €84k |
| b) | Other certification services €22k |
| c) | Tax accounting services €61k |
29. Information about the company’s officers and directors
TheSupervisory Board had the following members in fiscal year 2016:
Mr. Michael von Schmude, Chair, self-employed corporate consultant
Dr. Ulrich-Maximilian Krauss, Deputy Chair, CPA (ret.), until July 8, 2016
Dr. Farsin Yadegardjam, Deputy Chair, Management Board of EVP Capital Management AG, successor to Dr. Ulrich-
Maximilian Krauss since July 9, 2016, for the remainder of the latter’s term of office
Jürgen Kaden, Dr. sc. med. and lecturer, specialist physician for immunology (ret.)
TheManagement Board had the following members in fiscal year 2016:
Professor Winfried Stöcker (Dr. med.), CEO
Dr. Wolfgang Schlumberger, Executive Officer for Immunological Biochemistry, Deputy Chair of the Management Board
Ms. Susanne Aleksandrowicz, Executive Officer HR and Administration
Mr. Axel Blankenburg, CFO
The Supervisory Board drew compensation in the amount of €142k and the Management Board in the amount of €2,929k for fiscal year 2016.
Per the balance sheet date, trade receivables in the amount of €562k are owed by Management Board members.
30. Subsidiaries included in the consolidated annual financial statements
| | | | |
Name and Headquarters | | Share | |
of the company | | in capital | |
| | in % | |
EUROIMMUN UK Ltd., London, Great Britain | | | 100.00 | |
EUROIMMUN Italia Diagnostica | | | | |
Medica S.r.l., Padova, Italy | | | 100.00 | |
EUROIMMUN Polska | | | | |
Spólka z o.o., Wroclaw, Poland | | | 100.00 | |
Özmen Tibbi Laboratuar | | | | |
Teshisleri A.S., Istanbul, Turkey | | | 99.99 | |
EUROIMMUN Schweiz AG, Lucerne, Switzerland | | | 100.00 | |
EUROIMMUN France SAS | | | | |
Bussy Saint Martin, France | | | 100.00 | |
BioEvolution SAS | | | | |
Bry-sur-Marne, France | | | 100.00 | |
EUROIMMUN Diagnostics España, S.L. | | | | |
Madrid, Spain | | | 100.00 | |
EUROIMMUN Portugal Unipessoal Lda. | | | | |
Lisbon, Portugal | | | 100.00 | |
EUROIMMUN (South East Asia) | | | | |
Pte Ltd., Singapore | | | 100.00 | |
Beijing OUMENG Biotechnology | | | | |
Co., Ltd., Beijing, China | | | 100.00 | |
EUROIMMUN (Hangzhou) Medical Laboratory | | | | |
Diagnostics Co., Ltd., Hangzhou, China | | | 100.00 | |
EUROIMMUN Medical Diagnostics | | | | |
(China) Co., Ltd., Beijing, China | | | 100.00 | |
EUROIMMUN (Tianjin) Medical Diagnostics | | | | |
Technology Co., Ltd., Tianjin, China | | | 100.00 | |
Hangzhou EUROIMMUN Medical Laboratory | | | | |
Diagnostic Products Co., Ltd., Hangzhou, China | | | 100.00 | |
Beijing EUROIMMUN Diagnostic Technology | | | | |
Consulting Co., Ltd., Beijing, China | | | 100.00 | |
Hangzhou EUROIMMUN Medical | | | | |
Laboratory Co., Ltd., Hangzhou, China | | | 100.00 | |
Guangzhou EUROIMMUN Medical Diagnostic | | | | |
Products Co., Ltd., Guangzhou, China | | | 100.00 | |
Guangzhou EUROIMMUN Medical | | | | |
Laboratory Co., Ltd., Guangzhou, China | | | 100.00 | |
EUROIMMUN Medical Laboratory Diagnostics | | | | |
South Africa (Pty) Ltd., Cape Town, South Africa | | | 100.00 | |
EUROIMMUN Medical Diagnostics | | | | |
Canada Inc., Mississauga, Canada | | | 100.00 | |
EUROIMMUN US Inc., | | | | |
Mountain Lakes, USA | | | 100.00 | |
EUROIMMUN US Real Estate LLC | | | | |
Mountain Lakes, USA | | | 100.00 | |
EUROIMMUN Brasil Importação e | | | | |
Distribuição Ltda, Sao Paulo, Brazil | | | 99.99 | |
31. Consolidated Annual Financial Statements for the Fiscal Year from January 1, 2016 to December 31, 2016
Movement of Consolidated Fixed Assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Costs of acquisition | | | Cumulative write-offs | | | Book values | |
| | | | 1/1/2016 | | | Additions | | | Reclassifications | | | Disposals | | | Changes in consolidated companies | | | Currency differences | | | 12/31/2016 | | | 1/1/2016 | | | Additions | | | Reclassifications | | | Disposals | | | Changes in consolidated companies | | | Currency differences | | | 12/31/2016 | | | 12/31/2016 | |
| | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | | | € | |
I. | | Intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1. | | Goodwill | | | 6,039,996.63 | | | | 1,520,226.14 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 7,560,222.77 | | | | 2,880,819.85 | | | | 1,345,153.57 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 4,225,973.42 | | | | 3,334,249.35 | |
2. | | Franchises, trademarks, patents | | | 2,857,000.00 | | | | 409,850.65 | | | | 2,579.92 | | | | -830.67 | | | | 53,226.14 | | | | -22,275.01 | | | | 3,299,551.03 | | | | 2,209,548.64 | | | | 335,698.94 | | | | -75.08 | | | | -827.99 | | | | 7,310.00 | | | | -20,295.96 | | | | 2,531,358.55 | | | | 768,192.48 | |
3. | | Prepayments | | | 23,100.00 | | | | 25,430.00 | | | | -4,325.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 44,205.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 44,205.00 | |
4. | | Other intangible assets | | | 671,028.78 | | | | 400,000.00 | | | | 0.00 | | | | -125,000.00 | | | | 125,000.00 | | | | -23,778.71 | | | | 1,047,250.07 | | | | 17,894.11 | | | | 32,893.61 | | | | 0.00 | | | | -125,000.00 | | | | 125,000.00 | | | | -582.71 | | | | 50,205.01 | | | | 997,045.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total intangible assets | | | 9,591,125.41 | | | | 2,355,506.79 | | | | -1,745.08 | | | | -125,830.67 | | | | 178,226.14 | | | | -46,053.72 | | | | 11,951,228.87 | | | | 5,108,262.60 | | | | 1,713,746.12 | | | | -75.08 | | | | -125,827.99 | | | | 132,310.00 | | | | -20,878.67 | | | | 6,807,536.98 | | | | 5,143,691.89 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
II. | | Tangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1. | | Land, similar rights, and buildings | | | 50,125,374.11 | | | | 13,976,394.51 | | | | -287,442.04 | | | | -423,815.63 | | | | 406,895.64 | | | | 527,678.78 | | | | 64,325,085.37 | | | | 9,546,510.28 | | | | 1,840,696.93 | | | | -9,803.88 | | | | -67,062.67 | | | | 51,944.36 | | | | -97,969.32 | | | | 11,264,315.70 | | | | 53,060,769.67 | |
2. | | Technical equipment and machinery | | | 33,867,789.54 | | | | 8,002,879.14 | | | | 20,781.60 | | | | -716,175.59 | | | | 1,943,305.28 | | | | -462,202.61 | | | | 42,656,377.36 | | | | 19,324,944.87 | | | | 3,778,742.15 | | | | -391,208.59 | | | | -244,577.75 | | | | 1,217,178.08 | | | | -348,905.80 | | | | 23,336,172.96 | | | | 19,320,204.40 | |
3. | | Other equipment, factory and office equipment | | | 55,293,174.45 | | | | 8,223,694.77 | | | | 1,315,666.29 | | | | -1,158,767.33 | | | | 88,793.36 | | | | 172,098.86 | | | | 63,934,660.40 | | | | 28,847,940.43 | | | | 7,799,983.87 | | | | 401,087.55 | | | | -821,507.27 | | | | 82,544.97 | | | | -58,820.69 | | | | 36,251,228.86 | | | | 27,683,431.54 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
4. | | Prepayments and plants and machinery under construction | | | 3,201,175.15 | | | | 7,842,287.83 | | | | -1,047,260.77 | | | | -102,840.21 | | | | 0.00 | | | | -22,145.44 | | | | 9,871,216.56 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 9,871,216.56 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total tangible assets | | | 142,487,513.25 | | | | 38,045,256.25 | | | | 1,745.08 | | | | -2,401,598.76 | | | | 2,438,994.28 | | | | 215,429.59 | | | | 180,787,339.69 | | | | 57,719,395.58 | | | | 13,419,422.95 | | | | 75.08 | | | | -1,133,147.69 | | | | 1,351,667.41 | | | | -505,695.81 | | | | 70,851,717.52 | | | | 109,935,622.17 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
III. | | Financial assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1. | | Participating interests | | | 512,805.31 | | | | 187.25 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 512,992.56 | | | | 75,000.00 | | | | 437,200.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 512,200.00 | | | | 792.56 | |
2. | | Shares in cooperatives | | | 8,732.32 | | | | 0.00 | | | | 0.00 | | | | -9,471.57 | | | | 0.00 | | | | 989.25 | | | | 250.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 250.00 | |
Total financial assets | | | 521,537.63 | | | | 187.25 | | | | 0.00 | | | | -9,471.57 | | | | 0.00 | | | | 989.25 | | | | 513,242.56 | | | | 75,000.00 | | | | 437,200.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 512,200.00 | | | | 1,042.56 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total fixed assets | | | 152,600,176.29 | | | | 40,400,950.29 | | | | 0.00 | | | | -2,536,901.00 | | | | 2,617,220.42 | | | | 170,365.12 | | | | 193,251,811.12 | | | | 62,902,658.18 | | | | 15,570,369.07 | | | | 0.00 | | | | -1,258,975.68 | | | | 1,483,977.41 | | | | -526,574.48 | | | | 78,171,454.50 | | | | 115,080,356.62 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

32. German-GAAP / US-GAAP Reconciliation of the Balance sheet as of December 31, 2016
| | | | | | | | | | | | | | | | |
in kEUR | | Consolidated Balance Sheet as of December 31st, 2016 in accordance with German GAAP (HGB) | | | Reconciliation | | | Note | | | Consolidated Balance Sheet as of December 31st, 2016 in accordance with US-GAAP | |
Assets | | | | | | | | | | | | | | | | |
Current Assets | | | 116,565 | | | | | | | | | | | | 116,565 | |
Cash and cash equivalents | | | 22,413 | | | | | | | | | | | | 22,413 | |
Trade receivable | | | 48,019 | | | | | | | | | | | | 48,019 | |
Inventories | | | 34,987 | | | | -998 | | | | 1 | | | | 33,989 | |
Current other assets | | | 11,146 | | | | 998 | | | | 1 | | | | 12,144 | |
Current income tax receivables | | | 129 | | | | | | | | | | | | 129 | |
Current deferred tax asset | | | 5,006 | | | | | | | | | | | | 5,006 | |
Other current assets | | | 6,011 | | | | 998 | | | | 1 | | | | 7,009 | |
| | | | | | | | | | | | | | | | |
Non- Current Assets | | | 119,544 | | | | 4,040 | | | | | | | | 123,584 | |
| | | | | | | | | | | | | | | | |
Tangible fixed assets | | | 109,936 | | | | -3,500 | | | | 2 | | | | 106,436 | |
Intangible assets | | | 1,809 | | | | 3,334 | | | | 5 | | | | 5,143 | |
Goodwill | | | 3,334 | | | | (3,334 | ) | | | 5 | | | | — | |
Non- current other assets | | | 4,465 | | | | 7,540 | | | | | | | | 12,005 | |
Investments | | | 1 | | | | | | | | | | | | 1 | |
Non- current deferred tax asset | | | 2,382 | | | | 4,040 | | | | 3 | | | | 6,422 | |
Othernon-current assets | | | 2,082 | | | | 3,500 | | | | 2 | | | | 5,582 | |
| | | | | | | | | | | | | | | | |
Total Assets | | | 236,109 | | | | 4,040 | | | | | | | | 240,149 | |
| | | | | | | | | | | | | | | | |
Liabilities and Owner’s Equity | | | | | | | | | | | | | | | | |
Current Payables | | | 41,457 | | | | | | | | | | | | 41,457 | |
Current portion of long-term debt | | | 11,550 | | | | | | | | | | | | 11,550 | |
Current portion of loan liabilities | | | 11,242 | | | | | | | | | | | | 11,242 | |
Current portion of liabilities from finance leases | | | 308 | | | | | | | | | | | | 308 | |
Other current portion of long-term debt | | | — | | | | | | | | | | | | — | |
Trade payables | | | 4,567 | | | | | | | | | | | | 4,567 | |
Accruals, deferrals and other current liabilities | | | 25,340 | | | | | | | | | | | | 25,340 | |
Current accruals | | | 13,196 | | | | | | | | | | | | 13,196 | |
Current bank accounts and other current bank debt | | | 3,310 | | | | | | | | | | | | 3,310 | |
Current portion of deferred tax liabilities | | | — | | | | | | | | | | | | — | |
Other current liabilities | | | 8,834 | | | | | | | | | | | | 8,834 | |
| | | | | | | | | | | | | | | | |
Non-current Payables | | | 66,143 | | | | 13,932 | | | | | | | | 80,075 | |
| | | | | | | | | | | | | | | | |
Non- current loans | | | 43,529 | | | | 1,300 | | | | 4 | | | | 44,829 | |
Non- current payables | | | 22,614 | | | | 12,632 | | | | | | | | 35,246 | |
Provision for pension plans | | | 19,203 | | | | 13,932 | | | | 3 | | | | 33,135 | |
Non- current other provsions and accruals | | | 995 | | | | | | | | | | | | 995 | |
Deferred investment grants | | | 413 | | | | | | | | | | | | 413 | |
Liabilities from finance leases | | | 286 | | | | | | | | | | | | 286 | |
Deferred tax liabilities | | | 417 | | | | | | | | | | | | 417 | |
Deferred expenses | | | — | | | | | | | | | | | | — | |
Othernon-current liabilities | | | 1,300 | | | | -1,300 | | | | 4 | | | | — | |
| | | | | | | | | | | | | | | | |
Owner’s Equity | | | 128,509 | | | | -9,892 | | | | | | | | 118,617 | |
| | | | | | | | | | | | | | | | |
Subscribed capital | | | 6,404 | | | | | | | | | | | | 6,404 | |
Capital surplus | | | 12,779 | | | | 165 | | | | | | | | 12,944 | |
Retained earnings and other reserves | | | 109,326 | | | | -10,057 | | | | 3 | | | | 99,269 | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Equity | | | 236,109 | | | | 4,040 | | | | | | | | 240,149 | |
| | | | | | | | | | | | | | | | |
General Note:
The grouping of the balance sheet accounts under German GAAP differs from theUS-GAAP classification of accounts. For the purpose of the reconciliation, the balance sheet accounts for German GAAP have beenre-grouped to follow theUS-GAAP classification.
Note 1
Under German GAAP, prepayments on inventories are reported under inventories. ForUS-GAAP, the prepayments of kEUR 998 have been reclassified into other current assets.
Note 2
Equipment under operating lease contracts where Euroimmun is the lessor is displayed as tangible assets under German GAAP, whereas inUS-GAAP it is to be reported for under othernon-current assets.
Note 3
The provision for pension plans increases by kEUR 13,932 inUS-GAAP compared to German GAAP due to different discount rates to be used in the valuation of the provision.
The Projected Unit Credit Cost Method is used to determine the present value of the defined benefit obligation and the related current service cost under bothUS-GAAP and German- GAAP. The deviation presented for employee benefits to income and shareholder’s equity result primarily from a discount rate which is based on high-quality, fixed-income investments for the respective individual duration forUS-GAAP purposes, whereas an historic10-years- average ofzero-coupon-interest-swap-rates for an assumed15-year-duration is used for German-GAAP purposes.
Consequently, the deferred tax asset increases by kEUR 4,040 and retained earnings and other reserves decrease by kEUR 10,057.
Note 4
Under German GAAP, certain loans in the amount of kEUR 1,300 have to be displayed under othernon-current liabilities. These amounts have been reclassified asnon-current loans underUS-GAAP.
Note 5
During prior acquisitions of formerly independent distributors for its own products, Euroimmun acquired intangible assets related to the customer base of those distributors. These customer base assets are amortized over a useful life of five years under US-GAAP. Under German GAAP, these intangible assets are shown as goodwill and are being amortized using the straight-line method over a useful life of five or 15 years. For US-GAAP purposes, the amounts shown under goodwill have been reclassified as intangible assets. Differences in amortization expense are not material, thus, no reconciliation item is shown in the consolidated income statement.
Exhibit I
Page 22

German-GAAP /US-GAAP Reconciliation of consolidated income statement and consolidated comprehensive income
| | | | | | | | | | | | | | | | |
in kEUR | | Consolidated Income Statement for the year ended December 31st, 2016 in accordance with German GAAP (HGB) | | | Reconciliation | | | Note | | | Consolidated Income Statement for the year ended December 31st, 2016 in accordance with US-GAAP | |
Income Statement | | | | | | | | | | | | | | | | |
Product revenue | | | 235,085 | | | | | | | | | | | | 235,085 | |
Service revenue | | | 3,184 | | | | | | | | | | | | 3,184 | |
Other revenue | | | 1,404 | | | | -1,404 | | | | 1 | | | | | |
| | | | |
Total revenue | | | 239,673 | | | | -1,404 | | | | | | | | 238,269 | |
| | | | |
Cost of goods sold | | | 93,539 | | | | 3,342 | | | | 2 | | | | 96,881 | |
| | | | |
Total cost of goods sold | | | 93,539 | | | | 3,342 | | | | | | | | 96,881 | |
| | | | |
Selling expenses | | | 43,606 | | | | 500 | | | | 2 | | | | 44,106 | |
General and administrative expenses | | | 31,287 | | | | 832 | | | | 2 | | | | 32,119 | |
| | | | |
Total selling, general and administrative expenses | | | 74,893 | | | | 1,332 | | | | | | | | 76,225 | |
| | | | |
Research and development expenses | | | 26,831 | | | | 826 | | | | 2 | | | | 27,657 | |
Operating income | | | 44,410 | | | | -6,904 | | | | | | | | 37,506 | |
| | | | |
Other income and expense | | | -3,010 | | | | 1,404 | | | | 1 | | | | -1,606 | |
Interest income | | | 171 | | | | | | | | | | | | 171 | |
Interest expense | | | 8,255 | | | | -2,145 | | | | 2 | | | | 6,110 | |
| | | | |
Income from continuing operations, before income taxes | | | 33,316 | | | | -3,355 | | | | | | | | 29,961 | |
| | | | |
Current income tax expense | | | 12,681 | | | | | | | | | | | | 12,681 | |
Deferred income tax expense / -gain | | | -2,639 | | | | -973 | | | | 3 | | | | -3,612 | |
| | | | | | | | | | | | | | | | |
Net income | | | 23,274 | | | | -2,382 | | | | | | | | 20,892 | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | Other comprehensive income according toUS-GAAP 2016 | |
Currency translation differences from foreign subsidiaries and operations | |
| This item is not presented separately for German- GAAP | | | | 4 | | | | -1,587 | |
Other comprehensive income | | | | | | | — | | | | | | | | -1,587 | |
| | | | | | | | | | | | | | | | |
Total income | | | | | | | — | | | | | | | | 19,305 | |
| | | | | | | | | | | | | | | | |
General Note:
The profit and loss accounting under German GAAP follows the total cost accounting method, whereasUS-GAAP required the cost of sales method. The classification of the profit and loss statement under German GAAP as shown in the financial statements has been adjusted to the cost of sales method for the purpose of this reconciliation.
Note 1
The reconciliation item results from the reclassification of other revenues under German GAAP that are to be shown as other income underUS-GAAP rules.
Note 2
The Projected Unit Credit Cost Method is used to determine the present value of the defined benefit obligation and the related current service cost under bothUS-GAAP and German- GAAP. The deviation presented for employee benefits to income and shareholder’s equity result primarily from a discount rate which is based on high-quality, fixed-income investments for the respective individual duration forUS-GAAP purposes, whereas an historic10-years- average ofzero-coupon-interest-swap-rates for an assumed15-year-duration is used for German-GAAP purposes.
UnderUS-GAAP, the pension costs including the interest expenses in total of kEUR 5,500 are distributed according to the allocation of the covered employees.
Under German GAAP, the interest costs have been shown as interest expenses.
Note 3
Deferred income increases due to the changes in pensions from German GAAP toUS-GAAP.
Note 4
Under German GAAP, other comprehensive income does not exist and gains and losses from currency translation differences from translating the financial information of foreign subsidiaries and branches into Euro are presented directly in equity.
ForUS-GAAP, the current year’s movements to these accumulated translation differences in equity are presented in the statement of other comprehensive income .
Exhibit I
Page 23
EUROIMMUN Medizinische Labordiagnostika AG
RECONCILIATION OF CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | | | | | | | | | |
| | Twelve Months Ended | |
| | December 31, 2016 | |
| | German- GAAP | | | Reconciliation | | | US- GAAP | |
| | (In kEUR) | |
Operating activities: | | | | | | | | | | | | |
Net income | | | 23,274 | | | | (2,382 | ) | | | 20,892 | |
| | | | | | | | | | | | |
Income from continuing operations | | | 23,274 | | | | (2,382 | ) | | | 20,892 | |
| | | | | | | | | | | | |
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations: | | | | | | | | | | | | |
Depreciation and amortization | | | 15,570 | | | | — | | | | 15,570 | |
Pension and other postretirement expenses | | | 3,229 | | | | 3,355 | | | | 6,584 | |
Gains on disposition of businesses and assets, net | | | (174 | ) | | | — | | | | (174 | ) |
Deferred taxes | | | (2,639 | ) | | | (973 | ) | | | (3,612 | ) |
Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired: | | | | | | | | | | | | |
Accounts receivable, net | | | (7,327 | ) | | | — | | | | (7,327 | ) |
Inventories | | | 752 | | | | — | | | | 752 | |
Accounts payable | | | 1,353 | | | | — | | | | 1,353 | |
Accrued expenses and other | | | 2,651 | | |
| —
|
| | | 2,651 | |
| | | | | | | | | | | | |
Net cash provided by operating activities of continuing operations | | | 36,689 | | | | — | | | | 36,689 | |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 36,689 | | | | — | | | | 36,689 | |
| | | | | | | | | | | | |
| | | |
Investing activities: | | | | | | | | | | | | |
Capital expenditures | | | (38,328 | ) | | | — | | | | (38,328 | ) |
Activity related to acquisitions, net of cash and cash equivalents acquired | | | (4,449 | ) | | | — | | | | (4,449 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities of continuing operations | | | (42,777 | ) | | | — | | | | (42,777 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (42,777 | ) | | | — | | | | (42,777 | ) |
| | | | | | | | | | | | |
| | | |
Financing activities: | | | | | | | | | | | | |
Payments on borrowings | | | (16,412 | ) | | | — | | | | (16,412 | ) |
Proceeds from borrowings | | | 33,850 | | | | — | | | | 33,850 | |
Dividends paid | | | (3,200 | ) | | | — | | | | (3,200 | ) |
| | | | | | | | | | | | |
Net cash provided by financing activities of continuing operations | | | 14,238 | | | | — | | | | 14,238 | |
| | | | | | | | | | | | |
Net cash provided by financing activities | | | 14,238 | | | | — | | | | 14,238 | |
| | | |
Effect of exchange rate changes on cash and cash equivalents | | | 670 | | | | — | | | | 670 | |
| | | | | | | | | | | | |
| | | |
Net increase in cash and cash equivalents | | | 8,820 | | | | — | | | | 8,820 | |
Cash and cash equivalents at beginning of period | | | 13,593 | | | | | | | | 13,593 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of period | | | 22,413 | | | | — | | | | 22,413 | |
| | | | | | | | | | | | |
Lübeck/Germany, February 15, 2018
EUROIMMUN Medizinische Labordiagnostika AG
The Management Board
Exhibit I
Page 24