Exhibit 99.1
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands of SEK)
| | Nine Months Ended September 30, | |
| | 2005 | | 2004 | |
REVENUE | | | | | |
Net sales | | 148,614 | | 141,786 | |
| | | | | |
COSTS AND EXPENSES | | | | | |
Other external costs | | 67,959 | | 60,751 | |
Personnel costs | | 58,301 | | 55,612 | |
Depreciation and amortization of tangible and intangible assets | | 11,168 | | 12,204 | |
| | 137,428 | | 128,567 | |
| | | | | |
OPERATING PROFIT | | 11,186 | | 13,219 | |
| | | | | |
RESULT FROM FINANCIAL INVESTMENTS | | | | | |
Interest income and similar profit/loss items | | 240 | | 223 | |
Interest income from group companies | | 315 | | 112 | |
Interest expense and similar profit/loss items | | (770 | ) | (881 | ) |
Interest expense from group companies | | (794 | ) | (625 | ) |
| | (1,009 | ) | (1,171 | ) |
| | | | | |
PROFIT AFTER FINANCIAL ITEMS | | 10,177 | | 12,048 | |
| | | | | |
TAX ON PROFIT FOR THE PERIOD | | (4,014 | ) | (2,877 | ) |
| | | | | |
NET PROFIT FOR THE PERIOD | | 6,163 | | 9,171 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands of SEK)
| | September 30, 2005 | | December 31, 2004 | |
ASSETS | | | | | |
FIXED ASSETS | | | | | |
Intangible Assets | | | | | |
Work-in-progress for intangible assets | | 11,922 | | 7,724 | |
Goodwill | | 45,947 | | 44,578 | |
Other intangible assets | | 15,876 | | 23,357 | |
| | 73,745 | | 75,659 | |
Tangible Assets | | | | | |
Equipment, tools, fixtures and fittings | | 3,348 | | 3,467 | |
| | | | | |
Financial Assets | | | | | |
Deferred tax assets | | — | | 1,518 | |
| | | | | |
Total Fixed Assets | | 77,093 | | 80,644 | |
| | | | | |
CURRENT ASSETS | | | | | |
Inventories | | | | | |
Finished products and goods for resale | | 3,206 | | 3,256 | |
| | | | | |
Current Receivables | | | | | |
Accounts receivable - trade | | 21,014 | | 20,796 | |
Receivables from group companies | | 12,557 | | 18,976 | |
Income taxes recoverable | | 2,579 | | 691 | |
Other receivables | | 2,923 | | 7,492 | |
Prepaid expenses and accrued income | | 4,432 | | 8,390 | |
| | 43,505 | | 56,345 | |
| | | | | |
Cash and Bank Balances | | 4,677 | | 8,913 | |
| | | | | |
Total Current Assets | | 51,388 | | 68,514 | |
| | | | | |
TOTAL ASSETS | | 128,481 | | 149,158 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands of SEK)
(Continued)
| | September 30, 2005 | | December 31, 2004 | |
SHAREHOLDER’S EQUITY AND LIABILITIES | | | | | |
SHAREHOLDER’S EQUITY | | | | | |
Restricted Equity | | | | | |
Share capital | | 10,000 | | 10,000 | |
Statutory reserve | | 2,000 | | 2,000 | |
| | 12,000 | | 12,000 | |
Non-Restricted Equity | | | | | |
Non-restricted reserves | | 56,783 | | 43,132 | |
Profit for the period | | 6,163 | | 9,589 | |
| | 62,946 | | 52,721 | |
| | | | | |
Total Shareholder’s Equity | | 74,946 | | 64,721 | |
| | | | | |
LIABILITIES | | | | | |
Long-Term Liabilities | | | | | |
Liabilities to group companies | | — | | 30,000 | |
| | | | | |
Current Liabilities | | | | | |
Accounts payable - trade | | 8,122 | | 9,699 | |
Liabilities to group companies | | 1,659 | | 783 | |
Income tax liability | | 4,589 | | — | |
Other liabilities | | 93 | | 6,933 | |
Accrued expenses and deferred income | | 39,072 | | 37,022 | |
| | 53,535 | | 54,437 | |
| | | | | |
Total Liabilities | | 53,535 | | 84,437 | |
| | | | | |
TOTAL SHAREHOLDER’S EQUITY AND LIABILITIES | | 128,481 | | 149,158 | |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited; in thousands of SEK)
| | Nine Months Ended September 30, | |
| | 2005 | | 2004 | |
| | | | | |
Cash flow from operating activities | | 35,106 | | 13,178 | |
| | | | | |
Investing activities | | | | | |
Purchase of tangible fixed assets and intangible assets | | (9,135 | ) | (2,584 | ) |
Cash flow used in investing activities | | (9,135 | ) | (2,584 | ) |
| | | | | |
Financing activities | | | | | |
Payment of intercompany loan to group companies | | (30,000 | ) | — | |
Cash flow used in financing activities | | (30,000 | ) | — | |
Net change in cash and cash equivalents | | (4,029 | ) | 10,594 | |
Cash and cash equivalents beginning of the period | | 8,913 | | 10,480 | |
Exchange rate differences in cash and cash equivalents | | (207 | ) | (387 | ) |
Cash and cash equivalents end of period | | 4,677 | | 20,687 | |
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
The unaudited interim condensed consolidated financial statements of European Aeronautical Group AB and Subsidiaries (“EAG”) have been prepared in accordance with Swedish generally accepted accounting principles (“Swedish GAAP”) and should be read in conjunction with the audited consolidated financial statements of EAG included as Exhibit 99.2. The results for the interim periods should not be taken as indicative of the results for the fiscal year. In the opinion of management, all adjustments (which include only normal recurring accrual adjustments) necessary to present fairly the financial position and results of operations at September 30, 2005, and for all periods presented, have been made.
Liabilities to Group Companies
Liabilities to group companies of 30 million SEK as at December 31, 2004 represented amounts owing to EAG’s parent, SAS Group AB. These amounts were settled in fiscal year 2005 in anticipation and in compliance with the proposed terms and conditions of the purchase agreement with Navtech, Inc.
Reconciliation to accounting principles generally accepted in the United States
EAG’s interim condensed consolidated financial statements are prepared in accordance with Swedish GAAP, which differ in certain significant respects from United States Generally Accepted Accounting Principles (“US GAAP”). Application of US GAAP would have affected shareholder’s equity as of September 30, 2005 and December 31, 2004 and consolidated net profit and comprehensive income for the nine-month periods ended September 30, 2005 and 2004. The significant differences between Swedish GAAP and US GAAP as related to EAG are presented below:
Net Profit
| | Nine Months Ended September 30, | |
(Unaudited; in thousands of SEK) | | 2005 | | 2004 | |
Net profit for the period in accordance with Swedish GAAP | | 6,163 | | 9,171 | |
Adjustments required for US GAAP: | | | | | |
a) Elimination of goodwill amortization | | 1,967 | | 1,967 | |
a) Amortization of customer related intangible assets | | (1,310 | ) | (1,472 | ) |
b) Pension costs | | | | 27 | |
c) Reversal of capitalized software | | (90 | ) | (1,026 | ) |
c) Reduction in amortization of previously capitalized software | | 634 | | 740 | |
d) Amortization of lease incentive | | 114 | | 114 | |
Net US GAAP adjustments | | 1,315 | | 350 | |
e) Deferred income taxes on adjustments | | (184 | ) | 48 | |
Net profit for the period in accordance with US GAAP | | 7,294 | | 9,569 | |
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
Shareholder’s Equity
(Unaudited; in thousands of SEK) | | September 30, 2005 | | December 31, 2004 | |
Shareholder’s equity in accordance with Swedish GAAP | | 74,946 | | 64,721 | |
Cumulative adjustments required for US GAAP: | | | | | |
a) Elimination of goodwill amortization | | 10,016 | | 8,049 | |
a) Amortization of customer related intangible assets | | (5,456 | ) | (4,146 | ) |
b) Pension costs | | 1 | | 1 | |
c) Reversal of capitalized software | | (6,224 | ) | (6,134 | ) |
c) Reduction in amortization of previously capitalized software | | 3,022 | | 2,388 | |
d) Reversal of lease incentive | | (800 | ) | (800 | ) |
d) Amortization of lease incentive | | 304 | | 190 | |
b) Additional minimum pension liability | | (279 | ) | (279 | ) |
| | 584 | | (731 | ) |
e) Deferred income taxes on adjustments | | 1,035 | | 1,219 | |
Shareholder’s equity in accordance with US GAAP | | 76,565 | | 65,209 | |
Comprehensive Income
| | Nine Months Ended September 30, | |
(Unaudited; in thousands of SEK) | | 2005 | | 2004 | |
Net profit per US GAAP | | 7,294 | | 9,569 | |
Foreign currency translation adjustment per Swedish and US GAAP | | 4,062 | | 1,182 | |
Comprehensive income in accordance with US GAAP | | 11,356 | | 10,751 | |
Explanations of current differences between Swedish GAAP and US GAAP
a) Purchase accounting
During 2002, EAG acquired ASG. Under Swedish GAAP, EAG recorded the difference resulting from the excess of the purchase price and the identifiable assets as goodwill and has amortized the goodwill over 10 years in 2003 and 20 years in 2004 and 2005. Under US GAAP, Statement of Financial Standards (“SFAS”) No. 141, Business Combinations, EAG is required to value specifically identifiable intangible assets and amortize them if they do not have indefinite lives. Also, Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized but rather tested for impairment on an annual basis based on each reporting unit. In these tests, the book value of the reporting unit is compared with its fair value. The impairment testing is a two-step process with the first step being the comparison of book value of the reporting unit to its fair value. The implied value is the difference between the reporting unit’s fair value and the fair value of the reporting unit’s assets and liabilities. No impairments were required to be recorded under US GAAP during 2004 or 2005. EAG has determined that a portion of the goodwill recorded under Swedish GAAP would be classified as customer related intangibles (12 million SEK) and the remaining amount would remain as goodwill. The amortization of goodwill under Swedish GAAP has been reversed and the amortization for the specifically identifiable intangible assets has been recorded based on an accelerated method over ten years resulting in decreased amortization during each of the periods presented.
b) Pensions
Under Swedish GAAP, EAG records pension obligations for its subsidiary in Great Britain based on funding requirements. Under US GAAP, pensions should be accounted for under SFAS 87, Employers Accounting for Pensions. Under US GAAP, an additional minimum liability should be recognized when the accumulated benefit obligation exceeds the fair value of the plan assets, and this excess is not covered by the liability recognized in the balance sheet. If a minimum liability is recognized, an equal amount is recognized as an intangible asset up to an amount that does not exceed the amount of unrecognized prior service costs and the remaining amount is recorded in other comprehensive income (part of equity). Such “minimum liability” is not required under Swedish GAAP. The effects on pension costs in the statements of operations were insignificant in 2005 and 2004.
EUROPEAN AERONAUTICAL GROUP AB AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
c) Software development
In accordance with US GAAP, Statement of Position 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use, such expenditures related to the development of computer software for internal use must be capitalized only when certain criteria are met. The Company capitalized certain costs under Swedish GAAP that were incurred during the preliminary project stage that should have been expensed under US GAAP. In addition, certain costs for capitalized software must be accounted for in accordance with US GAAP, SFAS No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, which only allows for capitalization during the period between the product reaching technological feasibility and when it is ready for release to customers. As a result, certain capitalized costs under Swedish GAAP were required to be written off immediately under US GAAP. The adjustment is the difference between the amounts that should not have been capitalized under US GAAP and the reversal of the amortization of such costs during the periods presented.
d) Lease incentive
During 2003, EAG received cash as a lease incentive related to costs associated with moving its office building which was reported under Swedish GAAP as a reduction of lease expense during the period received. Under US GAAP, lease incentives must be deferred and amortized over the remaining lease period of 63 months.
e) Deferred income taxes
Deferred income taxes have been reflected on the above adjustments. However, due to the valuation allowance provided during 2003 related to the UK subsidiary’s net deferred taxes, the release of valuation allowance under US GAAP offsets the required taxes for the pension and purchase accounting adjustments.