EX-99.1 3 dex991.htm AUDITED BALANCE SHEET OF CODING TECHNOLOGIES AB AS OF DECEMBER 31, 2006 Audited balance sheet of Coding Technologies AB as of December 31, 2006

Exhibit 99.1

CODING TECHNOLOGIES AB

AUDITED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2006

TABLE OF CONTENTS

 

     Page

Independent auditors’ report

   2

Audited financial statements:

  

    Consolidated balance sheet as of December 31, 2006

   3

    Consolidated income statement for the year ended December 31, 2006

   4

    Consolidated statement of cash flow for the year ended December 31, 2006

   5

    Notes to consolidated financial statements

   6

 

1


INDEPENDENT AUDITORS’ REPORT

Shareholders of Coding Technologies AB

Coding Technologies AB

Stockholm, Sweden

We have audited the accompanying consolidated balance sheet of Coding Technologies AB as of December 31, 2006 and the related consolidated income statement and cash flow for the year then ended. These financial statements are the responsibility of the Company’s board of directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coding Technologies AB at December 31, 2006 and the results of its operations and its cash flow for the year then ended in conformity with accounting principles generally accepted in Sweden.

Accounting principles generally accepted in Sweden (Swedish GAAP) vary in certain significant respects from accounting principles generally accepted in the United States of America (US GAAP). See note 11 for a discussion of material differences between Swedish GAAP and US GAAP.

/s/: BDO Nordic Stockholm AB

8 of May, 2007

 

2


CODING TECHNOLOGIES AB

Balance Sheet

(in thousands of SEK)

 

     Note    December 31, 2006  

Intangible assets

     

License rights

   5    16,977  

Patents

   5    13,168  

Tangible assets

     

Machinery and equipment

   6    3,555  

Financial assets

     

Participation in association companies

   7    200  
         

Total fixed assets

      33,900  

Current receivables

     

Accounts receivables

      28,517  

Other receivables

      2,023  

Prepaid expenses and accrued income

   8    2,284  

Cash and bank deposits

     

Bank balances

      97,649  
         

Total current assets

      130,473  
         

Total assets

      164,373  
         

Restricted Equity

     

Share capital

   10    171  

Statutory reserve

   10    106,218  

Other restricted reserves

   10    (295 )

Non-restricted equity

     

Share premium reserve

   10    597  

Retained loss

   10    (47,825 )

Net profit for the year

   10    21,701  
         

Total equity

      80,567  

Long-term liabilities

     

Convertible loan

      23,750  

Warrant financing

   9    29  
         

Total long-term liabilities

      23,779  

Current liabilities

     

Accounts payable

      13,297  

Tax liabilities

      697  

Other current liabilities

      831  

Accrued expenses and deferred income

   8    45,202  
         

Total current liabilities

      60,027  
         

Total Equity and liabilities

      164,373  
         

See accompanying notes.

 

3


CODING TECHNOLOGIES AB

Income Statement

(in thousands of SEK)

 

     Note    December 31, 2006  

Operating income

     

Net sales

      102,015  

Operating expenses

     

Cost of sales licenses

      (7,194 )

Other external expenses

   1    (28,515 )

Personnel costs

   2    (37,705 )

Depreciation, amortization and write downs of tangible and intangible assets

   5,6    (3,891 )
         
      (77,305 )
         

Net operating profit

      24,710  
         

Income or loss from financial investments

     

Writedown of financial investments

   7    (862 )

Interest income and similar profit items

   3    1,870  

Interest cost and similar loss items

   4    (3,464 )
         
      (2,456 )

Profit before tax

      22,254  
         

Tax on net profit for the year

      (553 )
         

Net profit for the year

      21,701  
         

See accompanying notes.

 

4


CODING TECHNOLOGIES AB

Statement of Cash Flow

(in thousands of SEK)

 

     December 31, 2006  

P&L generated cash flow

  

Profit before tax

   22,254  

Depreciation

   3,891  

Tax

   (553 )
      
   25,592  

Change in working capital

  

Current receivables

   2,824  

Current liabilities

   10,632  
      
   13,456  
      

Cash flow from operations

   39,048  

Investments

  

License rights

   (836 )

Patents

   (4,807 )

Machinery and equipment

   (2,520 )

Participations in association companies

   862  
      
   (7,301 )
      

Net cash flow

   31,747  

Financing

  

Translation difference

   (584 )

Share issue

   598  

Long term liabilities

   23,750  
      
   23,764  

Change in cash position

   55,511  
      

Opening cash balance

   42,138  

Closing cash balance

   97,649  
      

See accompanying notes.

 

5


MEMORANDUM ITEMS DEC.31 2006

 

(in thousands of SEK)    December 31, 2006

Pledged assets

  

Liens and collateral in shares and participations pledged for won debts and commitments

   —  

Liens and collateral in shares and participations pledged for won debts and commitments

   693

Contingent liabilities

  

Pension commitments not reported among liabilities or provisions

   —  

 

6


General disclosures

Business

Coding Technologies AB (the Company) is a provider of audio compression technologies for the mobile, digital broadcasting and Internet markets worldwide. The Company licenses its SBR technology and SBR-enhanced codecs to product developers worldwide.

Basis of Presentation

The consolidated financial statements of Coding Technologies AB have been prepared following the standard accounting and book keeping laws and regulations of Sweden.

The consolidated financial statements were prepared using the acquisition method and include Coding Technologies AB and the companies in which Coding Technologies AB holds, directly or indirectly, more than 50 percent of equity or voting rights, collectively referred to as “the Group.”

The acquisition cost of shares in subsidiaries was eliminated against the acquisition of equity and acquired untaxed reserves, less deferred tax liability. Where the acquisition value of shares was greater than the subsidiary’s equity, including the equity component of untaxed reserves, the difference is reported as goodwill, which, regardless of the date of acquisition, was immediately amortized against restricted equity. Where the acquisition value of shares was less than the subsidiary’s equity, the difference is reported as bad will, which, regardless of the date of acquisition, was immediately recorded as restricted equity. According to this method, income in the group is earned subsequent to the date of acquisition.

In accordance with the recommendations of the Swedish Financial Accounting Standards Council concerning consolidated financial statements, untaxed reserves are divided on the consolidated balance sheet between deferred tax and proportion of equity. No appropriations are reported on the consolidated income statement. Tax expense related to such was computed at a tax rate of 28 percent and reported as a tax expense.

Transactions between group companies

The parent company’s purchases of services from subsidiaries amounts to SEK 59.5 million.

The parent company’s sales of services to subsidiaries amounts to zero SEK.

Valuation principles, etc.

Assets, provisions and liabilities were valued at acquisition value if not otherwise stated below. Immaterial rights are capitalized at acquisition value. Short-term investments have been reported at the lower of acquisition value and market value.

Depreciation, amortization and write-downs

The depreciation period for tangible assets is the whole year, regardless of when the asset was acquired during the financial year, but the depreciation period for intangible assets does not begin until the development work has been completed. Accordingly, the date that a patent is granted is regarded as the date of acquisition for patents. The intangible assets have a lifetime of 20 years and generate revenue during that period. Therefore, the depreciable life for patents is 20 years.

 

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Annual scheduled depreciation/amortization rates on acquisition value are as follows:

 

Office equipment

   20 %

Computers

   20 %

Patents

   5 %

License rights

   5 %

Receivables

Receivables were individually assessed and reported in the amounts at which they are expected to be paid.

Receivables and liabilities in foreign currency

Receivables and liabilities in foreign currencies were translated at the closing day exchange rate in accordance with Recommendation 7 of the Swedish Accounting Standards Board. Exchange rate differences on current receivables and liabilities are included in net operating income or loss, while differences on financial receivables and liabilities are reported among financial items.

Notes to individual items

 

Note 1 Remuneration to independent auditors

Operating expenses include audit fees for in the amount of SEK 666 thousand, which were paid to the Company’s independent auditors and accounting firms as follows:

 

(in thousands of SEK)    Group
2006
  

Parent

Company’s
share

2006

Audit fees

   328    47

Other fees to auditors

   338    72
         
   666    119

 

Note 2 Average number of employees, sickness absence, wages, salaries and other remuneration and employer’s contributions for social insurance

Average number of employees

 

     2006  
     Number of
employees
   Thereof
Men
 

Average number of employees

   47.2    90 %

Sickness absence in the Parent Company

 

Distributed according to gender

   Men     Women     Total  

Sickness absence as % of reg. working hours

   1.2 %   1.6 %   1.2 %

Sickness absence lasting over 60 days

   0     0     0  

Distributed according to age

   < 29 years     30-49 years     Total  

Sickness absence as % of reg. working hours

   1.4 %   1.2 %   1.2 %

 

8


Wages, salaries, other remuneration and employer’s contributions for social insurance

 

(in thousands of SEK)    2006  
    

Wages, salaries

and other

remuneration

   Employer’s
contribution (thereof
pension expense)
 

Total:

   30,775    7,342  
      (1,410 )

Wages, salaries and other remuneration divided between directors et al and other employee

 

(in thousands of SEK)    2006
     Board of directors
and President
(thereof bonus
and similar)
    Other
employees

Total:

   1,725     29,050
   (204 )  

Corporate Management distributed according to gender

 

     2006  
     Men     Women  

Board members

   100 %   0 %

Other top positions

   100 %   0 %

 

Note 3 Interest income and similar profit items

 

(in thousands of SEK)    2006

Interest income, external

   1,869

Exchange rate gains

   —  

Dividend

   1
    
   1,870

 

Note 4 Interest expense and similar loss items

 

(in thousands of SEK)    2006

Interest expense

   30

Exchange rate loss

   3,434
    

Dividend

   3,464

 

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Note 5 Intangible assets

 

License rights       
(in thousands of SEK)    2006  

Acquisition value at beginning of year

   25,677  

Purchases

   860  

Sales

   (15 )

Translation differences

   9  
      

Acquisition value at end of year

   26,531  

Amortization at beginning of year

   (7,626 )

Amortization for the year

   (1,935 )

Sales

   12  

Translation differences

   (5 )
      

Amortization at end of year

   (9,554 )

Closing balance, planned residual value

   16,977  

 

Patents       
(in thousands of SEK)    2006  

Acquisition value at beginning of year

   10,150  

Purchases

   4,807  

Sales

   —    
      

Acquisition value at end of year

   14,957  

Amortization at beginning of year

   (1,040 )

Amortization for the year

   (749 )
      

Amortization at end of year

   (1,789 )

Closing balance, planned residual value

   13,168  

 

Note 6 Tangible assets

 

Tangible assets       
(in thousands of SEK)    2006  

Acquisition value at beginning of year

   6,116  

Purchases

   2,596  

Sales/discards

   (190 )

Translation differences

   (296 )
      

Acquisition value at end of year

   8,226  

Depreciation at beginning of year

   (3,816 )

Depreciation for the year

   (1,207 )

Sales/discards

   179  

Translation differences

   173  
      

Depreciation at end of year

   (4,671 )

Closing balance, planned residual value

   3,555  

 

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Note 7 Financial assets

 

Participations in group companies       
(in thousands of SEK)    2006  

Acquisition value at beginning of year

   18,898  

Acquisitions/divestitures

   —    
      

Acquisition value at end of year

   18,898  
Participations in associated companies       
(in thousands of SEK)    2006  

Acquisition value at beginning of year

   1,062  

Acquisitions/divestitures

   (862 )
      

Acquisition value at end of year

   200  

 

Specification of the Parent Company’s participations in Group companies

Company

   Proportion of
equity
    Share of votes     Nominal value     Book value
                 (in thousands of SEK)

Coding Technologies GmbH

   100 %   100 %   16,390     18,695

Coding Technologies Sweden AB

   100 %   100 %   100     102

Coding Technologies Inc

   100 %   100 %   95     95
              
       16,585     18,892

Company

   Corp. reg. no.     Equity     Net profit     Domicile

Coding Technologies GmbH

     13,691     9,657     Nürnberg

Coding Technologies Sweden AB

   556603-3105     73     (4 )   Stockholm

Coding Technologies Inc

     1,506     583     San Francisco

Specification of the Parent Company’s participations in associated companies

                 (in thousands of SEK)

Company

   Proportion of
equity
    Share of votes     Nominal value     Book value

Beijing Media Works Co., Ltd

   49 %   49 %   905     200

Beijing Media Works Co., Ltd is a Joint Venture. The book value represents share capital, capitalized acquisition costs and write-down of investments.

 

Note 8 Accruals and prepaid items

 

Prepaid expenses and accrued income     
(in thousands of SEK)    December 31, 2006

Rent

   284

License income

   827

Interest

   794

Other

   379
    
   2,284

 

11


Accrued expenses and deferred income   
(in thousands of SEK)    December 31, 2006

Vacation pay

   1,093

Employer’s contributions for social insurance

   293

Accrued royalty

   3,026

Prepaid royalties

   22,850

Other accrued liabilities

   17,940
    
   45,202

 

Note 9 Debt instruments with attached warrants

 

  a) A debt instrument with a nominal value of SEK 7,130 is current and accruing no interest, and matured on 31 August 2006. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January 2005 and not later than 15 December 2007 for 7,130 shares in the Company at a subscription price of SEK 640 per share. Of the program 6,130 warrants were outstanding 31 December 2006.

 

  b) A debt instrument with a nominal value of SEK 7,820 SEK is current and accruing no interest, and will mature as of October 1, 2008. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January, 2005 and not later than September 1, 2008 for 7,820 shares in the Company at a subscription price of SEK 1,500 per share. Of the program 7,745 warrants were outstanding 31 December 2006.

 

  c) A debt instrument with a nominal value of SEK 14,385 is current and accruing no interest, and will mature as of October 1, 2008. The Company had deviated from the preemptive rights of shareholders in order to offer employees and stakeholders an opportunity to own shares in the Company. The debt instrument carries a detachable warrant which conveys the right to subscribe for new shares not sooner than 1 January, 2005 and not later than September 1, 2008 for 14,385 shares in the Company at a subscription price of SEK 800 per share. Of the program 13,485 warrants were outstanding 31 December 2006.

 

  d) During 2004, the Company repaid a debt instrument with a nominal value of SEK 20.0 million issued to the Company’s shareholders. The debt instrument carried detachable warrants which convey the right to subscribe for new shares not sooner than 1 January, 2005 and not later than December 15, 2007 for 31,250 shares in the Company at a subscription price of SEK 640 per share. Of the program 31,250 warrants were outstanding 31 December 2006.

 

Note 10 Equity

Share capital was composed as follows as of December 31, 2006:

 

     Number of
outstanding
shares
   Share capital,
(in thousands
of SEK)

Shares, par value SEK 1

   170,575    171

 

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All shares convey one (1) vote

 

Share capital

  

(in thousands

of SEK)

 

Amount at beginning of year

   169  

Change during the year

   2  
      

Amount at end of year

   171  

Paid-in but not registered share capital

   (in thousands
of SEK)
 

Amount at beginning of year

   1  

Change during the year

   (1 )
      

Amount at end of year

   —    

Share premium reserve

   (in thousands
of SEK)
 

Amount at beginning of year

   106,218  

Transfer to statutory reserve

   (106,218 )

Share premium reserve of the year

   597  
      

Amount at end of year

   597  

Other restricted reserves

   (in thousands
of SEK)
 

Amount at beginning of year

   (490 )

Translation difference

   195  

Transfer from Share premium reserve

   106,218  
      

Amount at end of year

   105,923  

Retained loss

   (in thousands
of SEK)
 

Amount at beginning of year

   (46,482 )

Translation difference

   (1,343 )

Net profit for the financial year

   21,701  
      

Amount at end of year

   (26,124 )

The accumulated net loss was SEK 26.1 million. No transfer to restricted reserves was done.

 

Note 11 Summary of significant differences between Swedish GAAP and U.S. GAAP

The annual financial statements included herein of Coding Technologies AB were prepared in accordance with accounting principles generally accepted in Sweden (Swedish GAAP) which differ in certain significant respects from U.S. GAAP, as described below.

1. Intangible assets

In accordance with Swedish GAAP, the Company amortizes intangible assets based on their statutory useful lives, which is 20 years for patents or the contractual lives for license rights.

 

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Under U.S. GAAP intangible assets are amortized of their expected useful lives, which can sometimes be different from the statutory useful lives.

2. Revenue recognition

In accordance with Swedish GAAP, the Company recognizes revenue when earned. In certain situations, revenue can be recognized upon receipt of payment, while in other situations, revenue is recognized ratably over the contract period. The requirements for recognizing revenue upfront or ratably can vary from the revenue recognition requirements under U.S. GAAP.

Under U.S. GAAP, revenue is recognized in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition and Statement Of Position No. 97-2, Software Revenue Recognition which requires revenue only be recognized when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is probable. For certain arrangements that involve multiple deliverables revenue for each deliverable can be recognized individually if certain separation criteria are met. If elements cannot be separated, revenue must be bundled and recognized ratably over time.

Swedish GAAP also allows internal revenues to be recognized without netting it against costs, which gives a gross up effect on the balance sheet.

Under U.S. GAAP such intercompany revenue is eliminated by netting against intercompany costs.

3. Exchange differences

In accordance with Swedish GAAP, the Company recognizes exchange differences in the same way as in US GAAP with exception for translation differences which are not recognized as other comprehensive income but booked against equity.

Under U.S. GAAP, assets and liabilities are translated into the entities reporting currency at the prevailing rate of exchange at the balance sheet date and revenue, costs and expenses are translated at the average exchange rate during the period. Translation gains and losses are reflected as other comprehensive income on the balance sheet. Assets and liabilities held by foreign subsidiaries that are in currencies other than the foreign subsidiaries’ functional currency are remeasured at the prevailing rate of exchange at the balance sheet date. Gains and losses from remeasurement are included in the determination of net income.

4. Capitalization of development expenditures

Swedish GAAP requires expenditures during the development phase to be capitalized as intangible assets if it is probable, with a high degree of certainty, that they will result in future economic benefits for the Company.

Under U.S. GAAP all costs incurred to establish technological feasibility are charged to expense when incurred in accordance with Statement of Financial Accounting Standards No. 2, Accounting for Research and Development Costs. Software development costs incurred subsequent to establishing technological feasibility but prior to general release shall be capitalized.

 

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