Annual Report 2012 13 - terma
Annual Report 2012 13 - terma
Annual Report 2012 13 - terma
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<strong>Annual</strong> <strong>Report</strong><br />
<strong>2012</strong> <strong>13</strong>
Board of Directors<br />
Svend-Aage Nielsen, Chairman<br />
Flemming H. Tomdrup, Deputy Chairman<br />
Henrik Stenbjerre<br />
Anders Eldrup<br />
Bo Laursen<br />
Kirsten Kahr Ovesen<br />
Executive Management<br />
Jens Maaløe, President & CEO<br />
Bankers<br />
Danske Bank, Holmens Kanal 2–12<br />
1092 Copenhagen K, Denmark<br />
Owners<br />
Thrige Holding A/S, Copenhagen<br />
Auditors<br />
KPMG<br />
Statsautoriseret Revisionspartnerselskab<br />
Værkmestergade 25, 8000 Aarhus C, Denmark<br />
Jesper Ridder Olsen<br />
State-Authorized Public Accountant<br />
Jes Lauritzen<br />
State-Authorized Public Accountant<br />
©Terma 20<strong>13</strong><br />
Production: CBC<br />
Images: Jan Bauer-Jensen, Fighter Wing Skrydstrup; Lockheed Martin<br />
Corporation; David Bering; and Terma<br />
Printing: Baurs Offset<br />
2
Contents<br />
Financial Highlights – Consolidated ------------------ 4<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> --------------------- 5<br />
Business Areas and International Offices -------------- 14<br />
Accounting Policies ------------------------------ 18<br />
Executive Management’s Statement ----------------- 23<br />
Independent Auditor’s Declarations ------------------ 24<br />
Statement of Income ---------------------------- 25<br />
Balance Sheet – Assets -------------------------- 26<br />
Balance Sheet – Equity and Liabilities ---------------- 27<br />
Cash Flow Statement ---------------------------- 28<br />
Notes --------------------------------------- 29<br />
3
Financial Highlights<br />
Consolidated<br />
DKK million <strong>2012</strong>/<strong>13</strong> 2011/12 2010/11 2009/10 2008/09<br />
Order intake 2,037* 1,026 1,390 876 1,194<br />
Order book, year-end 2,188* 1,291 1,603 1,629 1,866<br />
Revenue 1,140 1,338 1,416 1,1<strong>13</strong> 1,058<br />
Operating profit 73 106 89 2 74<br />
Financial items (30) (37) (27) (27) (14)<br />
Profit for the year 29 52 46 (20) 42<br />
Non-current assets 785 785 769 711 596<br />
Current assets 747 724 819 748 742<br />
Assets, total 1,532 1,508 1,588 1,459 1,339<br />
Capital stock 18 18 18 18 18<br />
Equity 440 422 385 330 375<br />
Provisions <strong>13</strong>7 <strong>13</strong>5 122 93 100<br />
Long-term liabilities other than provisions 399 487 467 246 207<br />
Current liabilities other than provisions 557 464 614 791 658<br />
Cash flows from operating activities 128 153 127 82 101<br />
Cash flows from investing activities (52) (80) (123) (222) (219)<br />
Portion relating to investments in property,<br />
plant, and equipment (12) (42) (57) (85) (70)<br />
Cash flows from financing activities (<strong>13</strong>) 24 222 19 (2)<br />
Cash flows, total 63 97 225 (120) (120)<br />
Financial ratios<br />
Net profit ratio 6.4 7.9 6.3 0.2 7.0<br />
Return on investments 5.3 7.2 6.0 0.1 6.1<br />
Current ratio <strong>13</strong>4 156 <strong>13</strong>3 95 1<strong>13</strong><br />
Equity ratio 28.7 28.0 24.3 22.6 28.0<br />
Return on equity 6.8 12.9 <strong>13</strong>.0 (5.6) 10.2<br />
Average number of full-time employees 1,080 1,195 1,205 1,261 1,183<br />
* Including five-year framework agreements relating to the F-35 Joint Strike Fighter program.<br />
Definitions<br />
Net profit ratio:<br />
Operating profit x 100<br />
Revenue<br />
Current ratio:<br />
Current assets x 100<br />
Current liabilities other than provisions<br />
Return on investments:<br />
Operating profit x 100<br />
Average operating assets<br />
Equity ratio:<br />
Equity at year-end x 100<br />
Total liabilities at year-end<br />
Operating assets:<br />
Total assets less cash and cash<br />
equivalents, other interest-bearing<br />
assets (including stock), and equity<br />
interest in affiliated companies<br />
Return on equity:<br />
Profit for the year x 100<br />
Average equity<br />
4 Financial Highlights - Consolidated
Management’s<br />
Review <strong>2012</strong>/<strong>13</strong><br />
Jens Maaløe, President & CEO<br />
Result for <strong>2012</strong>/<strong>13</strong><br />
The year’s intake of orders was MDKK 2,037 as compared to MDKK 1,026<br />
in 2011/12. Revenue for the fiscal year was MDKK 1,140 as compared to<br />
MDKK 1,338 in 2011/12. The order book at year-end was MDKK 2,188.<br />
The order intake developed positively. Multi-year agreements associated<br />
with the F-35 Joint Strike Fighter program were entered into with the U.S.<br />
companies Lockheed Martin Corporation and Northrop Grumman<br />
Corporation.<br />
88% of the revenue was generated internationally (exports), and 12%<br />
was generated in Denmark. The defense market constitutes 63% of the<br />
revenue, whereas the nondefense market constitutes 37%.<br />
The profit before tax was MDKK 43 as compared to MDKK 69 in 2011/12.<br />
The profit was impacted by onetime expenses related to the streamlining<br />
of Terma’s internal structures and processes.<br />
The interest-bearing debt has been reduced by MDKK 66, primarily as a<br />
result of reduced working capital.<br />
The Board of Directors proposes a dividend payment of MDKK 10.<br />
At the end of the fiscal year, total staff was 1,057.<br />
The overall result for <strong>2012</strong>/<strong>13</strong> was consistent with our expectations in a<br />
difficult market characterized by major changes and low visibility. The<br />
commitment and efforts of our employees during the year are outstanding,<br />
and the Board of Directors and the Executive Management are greatly<br />
appreciative.<br />
The Aerospace & Defense Markets<br />
The Aerospace & Defense (A & D) markets in Europe and the U.S. are<br />
marked by continued pressure on defense budgets. Added to this is the<br />
“sequestration” in the U.S. which – in the shorter term – will result in further<br />
defense budget cuts and delays in ongoing projects. The only regions<br />
which are experiencing fair growth in defense budgets are parts of the<br />
Middle and Far East and Brazil. For our U.S. and European customers, this<br />
situation results in longer-term decision making, increased competition,<br />
and increased uncertainty as to the timing of contract execution.<br />
In the United Arab Emirates, Saudi Arabia, India, Korea, and Malaysia, a<br />
number of positive events during the year confirm our more positive outlook<br />
and opportunities for growth in the Middle and Far East. However,<br />
we must invest significantly more time in these emerging markets compared<br />
to our existing markets in Europe. Further, the financial risk is higher<br />
as these new markets constitute a different business culture.<br />
Terma’s response to this global market trend is an expansion of our global<br />
presence and a strengthening of our competitiveness with a streamlining<br />
of Terma’s internal structures and processes.<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> 5
Selective coating equipment<br />
for circuit card assemblies<br />
6 Management’s Review <strong>2012</strong>/<strong>13</strong>
Danish Air Force pilot inspecting<br />
chaff/flare magazines on an<br />
F-16 fighter aircraft<br />
Business Activities<br />
Terma consists of three Business Areas:<br />
1. Terma Defense & Security<br />
2. Terma Space<br />
3. Terma Aerostructures<br />
Terma’s largest Business Area, Terma Defense & Security, comprises<br />
three Business Lines:<br />
- Airborne, in which Terma supplies self-protection, audio, and reconnaissance<br />
solutions for military aircraft and helicopters as well as<br />
radars for environmental surveillance from aircraft.<br />
- Land, in which Terma supplies command, control, and communications<br />
solutions for protection of defense and nondefense critical infrastructure<br />
and radar systems for coastal surveillance and vessel traffic<br />
control in seaports and airports.<br />
- Naval, in which Terma supplies command and control, radar, and selfprotection<br />
systems for naval vessels.<br />
The Terma Space Business Area develops electronics, software, and services<br />
for satellites, control centers, and for test and validation tasks in<br />
connection with the development of new satellites.<br />
The Terma Aerostructures Business Area supplies advanced aerostructures<br />
for fighter aircraft, military transport aircraft and helicopters, as<br />
well as for nondefense aircraft.<br />
Effective 1 March 20<strong>13</strong>, Terma Aerostructures was separated as an independent<br />
subsidiary under the name of Terma Aerostructures A/S, wholly owned<br />
by Terma A/S. This separation is based on the fact that the requirements for<br />
management and business structure in Terma Aerostructures A/S differ significantly<br />
from Terma A/S. The competition in the aerospace industry calls for a<br />
production capability to deliver high quality products in large volumes, at competitive<br />
prices, and within the agreed time frame. The remainder of Terma A/S<br />
is more project-oriented, providing high-tech products in smaller volumes.<br />
In <strong>2012</strong>, the Danish Parliament selected Sikorsky’s MH-60-R Seahawk<br />
helicopter as the replacement for the current Lynx helicopters for maritime<br />
surveillance, fisheries inspection, and search and rescue missions. Terma<br />
has entered into cooperation agreements with the suppliers of the helicopters,<br />
Sikorsky Aircraft Corporation and Lockheed Martin Corporation.<br />
Contract negotiations have been initiated with Terma Aerostructures and<br />
Terma Defense & Security.<br />
In the fall of <strong>2012</strong>, Terma implemented a global employee survey targeting<br />
job and career satisfaction. Based on the results of the survey, new activities<br />
have been initiated to better ensure the continued satisfaction among the<br />
employees and thereby support the continued development of the Group.<br />
The response rate of 93.7% indicates a strong commitment to this initiative.<br />
At the beginning of 20<strong>13</strong>, a strategy was implemented to enhance the<br />
presence and marketing of the Group and its products in the social media.<br />
This is consistent with other companies in the defense industry.<br />
In <strong>2012</strong>, Terma formulated five long-term goals which function as points<br />
of reference for the Group’s future business-driven Corporate Social<br />
Responsibility (CSR) activities. See below section about CSR.<br />
The following presents a brief review of the developments within each of<br />
Terma’s Business Areas and geographic Regions.<br />
Terma Defense & Security<br />
Airborne<br />
A new version of Terma’s AN/ALQ-2<strong>13</strong>(V) Electronic Warfare Management<br />
System has been introduced into the market, presenting a number of<br />
technological improvements.<br />
Terma received a contract for a Foreign Comparative Testing Program of<br />
Terma’s 3D-Audio and Active Noise Reduction solution for U.S. Air<br />
National Guard’s aircraft, and equipment has been installed on a demonstration<br />
aircraft for the testing of Terma’s solution. Further, U.S. Army<br />
Aeromedical Research Laboratory and Terma entered into a Cooperative<br />
Research and Development Agreement which allows the laboratory to<br />
assess our 3D-Audio technology for pilots. This is a breakthrough for<br />
Terma’s audio business in the U.S.<br />
Terma entered into a contract for the supply of self-protection equipment to the<br />
Royal Danish Air Force’s TTT Westland 101 Merlin helicopters (EH-101). This is<br />
an extensive systems integration task which involves Terma Aerostructures<br />
and Terma Defense & Security. The Air Force has 14 EH-101 helicopters which<br />
are used for tactical troop transport and search and rescue missions.<br />
Terma won a multi-year agreement with Northrop Grumman Corporation<br />
for production and delivery of electronics modules for all three variants of<br />
the F-35 Joint Strike Fighter.<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> 7
In <strong>2012</strong>, the political parties behind the Danish Defense Agreement decided<br />
that Denmark would re-enter NATO’s Alliance Ground Surveillance project<br />
(AGS). The AGS project is based on industrial contributions from the participating<br />
countries, proportional to the countries’ co-financing of the project.<br />
Terma has a leading role in securing industrial assignments relative to an<br />
agreed Danish “work share” in close collaboration with main contractor<br />
Northrop Grumman Corporation and the Danish authorities. In addition,<br />
Terma, in collaboration with the Danish Defence and Security Industries<br />
Association, must keep Danish industries informed about the project.<br />
Land<br />
Delivery of the T.react Radio Dispatch communications solution to the<br />
Danish police control centers has been completed with deployment in the<br />
Bornholm police district. The solution is now deployed in the country’s 11<br />
police districts and the Danish National Police. The Danish regions also<br />
utilize this system. The collaboration with the police continues in the form<br />
of support and maintenance of the supplied systems.<br />
To Finland, Terma will supply a similar nationwide information system for<br />
the emergency response centers of the Finnish police, ambulances, and<br />
other emergency preparedness services.<br />
Terma markets the T.react CIP surveillance solution, which comprises<br />
radar and command and control systems for the protection of critical<br />
infrastructure such as seaports, plants, or airports.<br />
In the proximity of offshore wind farms, it is difficult for existing radars to<br />
detect and follow small aircraft. Terma has optimized a radar system, the<br />
SCANTER 4200, to solve this problem. At Copenhagen Airport, Terma has<br />
installed a test radar. Additionally, the Group has implemented a test program<br />
using these radars in the U.S. with promising results.<br />
Another issue with the constantly increasing height of wind turbines is<br />
the flashing red marking lighting on the wind turbine towers, which can<br />
be a nuisance for the surrounding environment. With the SCANTER 5202,<br />
Terma offers a solution which ensures that the marking lighting is active<br />
only when aircraft are in the proximity of the wind farm.<br />
Terma’s customers continue to exhibit a keen interest in the Group’s radar<br />
systems for vessel traffic service and coastal surveillance applications.<br />
The new SCANTER 5000 and 6000 Solid State radar products are increasingly<br />
replacing older products. We have entered into new contracts for<br />
the supply of these radar systems to Norway, a number of Eastern<br />
European countries, and several African countries.<br />
With the Group’s Surface Movement Radar technology, Terma is a global<br />
supplier of radar equipment for the monitoring of ground traffic at airports.<br />
The radar is part of the Advanced Surface Movement Guidance and<br />
Control Systems, used by air traffic controllers to monitor and<br />
manage ground-based traffic at airports. Terma has supplied radars to<br />
most major airports in the world and most recently the new SCANTER<br />
5000 to international airports in Oslo, Helsinki, Berlin, and Paris.<br />
Naval<br />
Terma develops command and control systems, self-protection systems,<br />
and radar systems for naval vessels with a specific focus on the requirements<br />
raised by Offshore Patrol Vessels and coast guard operations. All<br />
over the world, this type of vessel is increasingly deployed for the fight<br />
against crimes at sea, such as illegal fishery, illegal immigration, and<br />
smuggling of weapons and drugs. These issues pose specific requirements<br />
on radar technology and tailored command and control systems as<br />
well as the vessels’ self-protection capability.<br />
<strong>2012</strong>/<strong>13</strong> documented the value of persistent market cultivation, nationally<br />
as well as internationally, and we have entered into contracts with<br />
customers at a satisfactory level.<br />
Terma has supplied C-Guard self-protection systems for naval vessels in a<br />
number of countries in South East Asia, a market of growing importance.<br />
Terma’s delivery of a command and control system (C-Series) and the<br />
SCANTER 4100 radar to the Royal Thai Navy’s Landing Platform Dock has<br />
been completed following successful live firing tests.<br />
Several contracts have been secured as part of collaboration agreements<br />
and relations which Terma has built up with international shipyards.<br />
Terma entered into contracts with the Danish Defence Acquisition and<br />
Logistics Organization for an upgrade of the Royal Danish Navy’s Patrol<br />
Vessels of the Thetis class with the command and control system C-Flex<br />
and installation of new radar systems.<br />
Terma’s SCANTER 4100 radar, which has been supplied to the Royal<br />
Danish Navy’s Offshore Patrol Vessels of the Knud Rasmussen class, has<br />
been selected in an international tender. This selection underscores the<br />
international competitiveness of Terma’s naval products.<br />
For the French Navy’s FREMM frigate program, Terma has secured a contract<br />
for radar systems for four frigates in addition to the seven which<br />
were previously supplied in collaboration with a Norwegian and a French<br />
partner. The radars are used for navigation and surveillance purposes and<br />
for helicopter landing on the frigates.<br />
Terma Space<br />
From a Terma perspective, the European space market is developing positively.<br />
At the <strong>2012</strong> ministerial conference, the activities of the European<br />
Space Agency (ESA) for the next three years were established, and the continuation<br />
of the ASIM project was secured with a new funding allocation.<br />
Terma is the main contractor in the ASIM project – The Atmospheric Space<br />
Interactions Monitor – with the objective of measuring high altitude lightning<br />
in the upper atmosphere. The observatory will be launched to the<br />
International Space Station onboard a U.S. rocket in 2015.<br />
Terma has entered into a contract to supply the power module for the<br />
future scientific ESA mission ExoMars.<br />
The development of a new generation of Star Trackers has been funded<br />
by ESA. The new Tracker is based on technology which reduces the size<br />
and weight of the camera and computer.<br />
Terma has designed the Processing and Scheduling Facility which is part of<br />
the ground segment for the Canadian satellite Sapphire, a program which<br />
will track space junk – a growing problem in space. Terma’s contribution is<br />
a computer system responsible for scheduling observations and subsequent<br />
processing of images resulting from these observations.<br />
8 Management’s Review <strong>2012</strong>/<strong>13</strong>
Testing of power<br />
supply for ESA’s<br />
BepiColombo mission<br />
Radar electronics<br />
Terma command and<br />
control system on board<br />
the HDMS ABSALON<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> 9
Composites bonding<br />
Terma develops the software which controls the Solar Orbiter’s positioning<br />
and orbit. The mission is part of the scientific exploration of the sun. The<br />
Solar Orbiter will implement observations close to the sun, and Terma’s<br />
software is crucial for the satellite’s correct positioning relative to the sun.<br />
Terma Aerostructures<br />
The Terma Aerostructures Business Area’s focused participation in the<br />
U.S. F-35 Joint Strike Fighter program resulted in two long-term contracts<br />
with Lockheed Martin Corporation and Northrop Grumman Corporation.<br />
The contract with Lockheed Martin Corporation encompasses the manufacture<br />
and assembly of the Horizontal Tail Leading Edges for all three<br />
variants of the F-35. The overall agreement has a value of more than<br />
MDKK 500 (MUSD 95) and includes equipment for all F-35 aircraft manufactured<br />
through 2019. Terma entered into a similar long-term agreement<br />
with Northrop Grumman Corporation for Center Fuselage parts for all<br />
three variants of the F-35 aircraft. The value and time frame of this overall<br />
agreement is similar to the agreement with Lockheed Martin Corporation.<br />
With these two important contracts, Terma has established a reliable<br />
basis for our future investments and for the Terma Aerostructures<br />
employment level and business during the next six years.<br />
The F-35 Joint Strike Fighter from Lockheed Martin Corporation competes<br />
with the F-18 Super Hornet from The Boeing Company, the Gripen<br />
NG from Saab, and the Eurofighter Typhoon to replace the current Danish<br />
F-16 Fighting Falcon fighter aircraft. In March 20<strong>13</strong>, a majority of the<br />
Danish Parliament decided to resume the dialog with the candidates, targeting<br />
down-selection before mid-2015.<br />
As a result of strengthened efforts to secure the required quality in the<br />
composites products supplied to the F-35 program, the Terma Aerostructures<br />
Business Area was granted the authority to conduct self inspections. This<br />
was the result of having achieved the maximum quality score during the<br />
preceding four quarters.<br />
Within the Alternate Mission Equipment area, Terma produces customer-specific<br />
solutions for electronic self-protection and reconnaissance applications<br />
for a number of different aircraft and helicopters, including the F-16, F-35,<br />
Tornado, Gripen, C-<strong>13</strong>0, and the Chinook, EH-101, and Apache helicopters.<br />
Terma’s Global Sales Structure<br />
In <strong>2012</strong>/<strong>13</strong>, 88% of the order intake was generated from international<br />
customers, while sales, project implementation, and maintenance are<br />
increasingly handled regionally. From a geographic market perspective,<br />
Terma has divided the world into five regions:<br />
1. Europe, the Middle East, and Africa (EMEA), managed out of Denmark<br />
2. The U.S. and Canada, managed out of Washington D.C., USA<br />
3. Asia Pacific, managed out of Singapore<br />
4. India, managed out of New Delhi<br />
5. Rest of World, managed out of Denmark<br />
The Terma Defense & Security Business Area is responsible for the strategy<br />
development and day-to-day management of the global sales efforts.<br />
The new structure and the continued expansion of Terma’s international<br />
presence in the U.S., The Netherlands, Germany, Singapore, and India<br />
strengthen these global efforts. The target is closer collaboration with the<br />
customer via increased sales and service activities at the current locations.<br />
The next local representation is expected to be established in the Middle<br />
East as part of EMEA.<br />
10 Management’s Review <strong>2012</strong>/<strong>13</strong>
The F-35 Joint Strike<br />
Fighter equipped with<br />
Terma Gun Pod and pylons<br />
Terma North America Inc. (USA)<br />
The U.S. subsidiary is increasingly contributing to the aggregate business.<br />
Ten years ago, Terma – as the first non-U.S. company – entered into a<br />
Public Private Partnership agreement with the U.S. Air Force. The Terma<br />
North America headquarters in the Washington D.C. area facilitates<br />
growth due to proximity to key customers and partners. In the past year,<br />
the Company has strengthened its sales organization in the Naval market<br />
area and optimized the organization of its Fort Worth-based operation.<br />
The Company has a total staff of approximately 50 U.S. employees.<br />
In Warner Robins, Georgia, Terma North America Inc. – as part of the<br />
Terma Defense & Security Business Area – develops and delivers aircraft<br />
self-protection systems to the U.S. Air Force, the U.S. Air National Guard,<br />
and to Lockheed Martin Corporation and The Boeing Company. In Warner<br />
Robins, Terma North America moved to new and larger facilities in <strong>2012</strong>.<br />
Through participation in Foreign Military Sales programs, Terma North<br />
America, in collaboration with the U.S. Air Force, has supplied self-protection<br />
equipment to several international aircraft update programs.<br />
Another milestone was reached with a successful critical design review<br />
of the deliveries of the self-protection equipment for the Boeing<br />
Company’s Chinook CH-47F helicopter program in Canada.<br />
Partnering with Northrop Grumman Corporation, Terma North America<br />
has installed and commissioned a SCANTER radar system for the surveillance<br />
of the critical infrastructure in Saudi Arabia.<br />
Terma B.V. (The Netherlands)<br />
Terma’s maintenance and support center for electronic self-protection<br />
equipment at the Royal Netherlands Air Force base in Woensdrecht, The<br />
Netherlands, is developing according to plans, and the center assists and<br />
supports the air forces in a number of European countries.<br />
During the international defense and security exhibition, NIDV, in<br />
Rotterdam in <strong>2012</strong>, Terma and Fokker Services B.V. signed a collaboration<br />
agreement targeting a helicopter service agreement with the Royal<br />
Netherlands Air Force.<br />
To the European Space Research and Technology Centre (ESTEC) in<br />
Noordwijk, The Netherlands, Terma B.V. provides integration and test<br />
procedures on satellites prior to launch and implements in-orbit system<br />
assignments relative to ESA missions. These assignments are implemented<br />
under multi-year framework contracts by Terma’s staff of specialists<br />
who work at the Terma office in Leiden and at ESTEC.<br />
Terma GmbH (Germany)<br />
The activities of Terma GmbH in Darmstadt are primarily related to the<br />
European Space Operations Centre (ESOC), the European Space Agency’s<br />
control and operations center for all ESA satellites in space.<br />
Terma performs specialized mission control systems tasks, management<br />
of satellites (flight dynamics), and operation of space simulators.<br />
For the ESA satellite Meteosat Second Generation 3, Terma developed the<br />
Mission Control System used for controlling the satellite during launch and<br />
early orbit operations. Terma also provided on-site support staff at ESOC.<br />
The satellite is one of four geostationary meteorological satellites.<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> 11
Production of space<br />
electronics in clean<br />
room facility<br />
The contract with the European Southern Observatory (ESO) in Garching<br />
near Munich has been extended until 2014. Terma provides a team of 20<br />
experts for the management of astronomical data from telescopes and<br />
observations at ESO in Chile.<br />
Terma Singapore Pte. Ltd. (Asia Pacific)<br />
As part of the expansion of our local presence, Terma Singapore Pte. Ltd.<br />
has expanded its activities to include all elements of the Terma Defense<br />
& Security Business Area.<br />
The region is characterized by a high activity level. The staff at the office<br />
has participated in a number of targeted sales activities, including a<br />
growing number of international exhibitions and expansion of contacts<br />
and business opportunities.<br />
During the year, new orders and contracts have been secured for radar<br />
systems and self-protection systems for aircraft and naval vessels.<br />
Terma India<br />
Terma is in the process of establishing a representative office at the<br />
Danish Embassy in New Delhi. The aim is to move closer to the Indian end<br />
users and companies in one of the largest Aerospace & Defense markets.<br />
Terma provides radar systems for coastal surveillance and information<br />
systems for airports in India. New business opportunities are currently<br />
being explored, including the Indian Navy.<br />
Risks<br />
Terma’s most important operational risk is assessed to be the unpredictable<br />
decision-making processes in our traditional markets, which are affected<br />
by cuts in public budgets, including defense budgets. Adding to this uncertainty<br />
is the “sequestration” in the U.S. which – in the shorter term – will<br />
result in further defense budget cuts and delays in ongoing projects. The<br />
Group seeks to reduce this risk by a tight financial control.<br />
The interest-bearing debt is expected to be further reduced during the<br />
20<strong>13</strong>/14 fiscal year, and no significant credit risks exist relative to individual<br />
customers. Terma has the required credit lines available and the<br />
support of our financial partners to implement the planned activities and<br />
investments – both in the short term and the long term.<br />
Terma is minimally exposed to changes in the interest rate level. The interest<br />
risk is hedged via fixed-rate mortgage loans and interest contracts.<br />
The Group primarily sells and buys in DKK, EUR, and USD currencies. In<br />
agreement with a policy approved by our Board of Directors, risks relative<br />
to USD are hedged by entering into forward exchange contracts in connection<br />
with the acceptance and conclusion of contracts.<br />
Outlook for the 20<strong>13</strong>/14 Fiscal Year<br />
In 20<strong>13</strong>/14, we expect a modest increase in revenue and profit. The<br />
expected revenue is reasonably secured by current contracts. Further,<br />
additional contracts, which have been in negotiation for a long time, are<br />
expected to be concluded and signed.<br />
At the end of the 20<strong>13</strong>/14 fiscal year, total staff is projected to have<br />
increased to 1,100.<br />
Corporate Social Responsibility<br />
Terma endeavors to contribute to society in a most responsible manner.<br />
Thus, our activities within the Corporate Social Responsibility program<br />
(CSR) take place in close interaction with our customers, employees, collaboration<br />
partners, the local community, and the world around us.<br />
12 Management’s Review <strong>2012</strong>/<strong>13</strong>
Terma’s five goals for<br />
ensuring good corporate<br />
social responsibility<br />
Customers<br />
Organizational governance<br />
Fair operating practices<br />
Suppliers<br />
Fair operating practices<br />
Human rights<br />
Employees<br />
Labor practices<br />
Human rights<br />
Environment<br />
The environment<br />
Community<br />
Community involvement<br />
ASPIRATIONAL GOAL<br />
The aim of corporate governance<br />
at Terma is to build a culture of<br />
integrity and ethical behavior in<br />
countries where we do business.<br />
Our values and principles provide<br />
fundamental guidance for our<br />
actions and govern the relationship<br />
with our employees, customers,<br />
suppliers, and communities.<br />
We take pride in our zero<br />
tolerance of corruption<br />
ASPIRATIONAL GOAL<br />
To ensure safe working conditions<br />
throughout the supply chain, that<br />
business operations are environmentally<br />
sound, and that business<br />
is conducted in accordance with<br />
internationally recognized<br />
principles for business ethics and<br />
human rights. We expect and<br />
require that our suppliers, and<br />
their supply chain, adhere to the<br />
same high standards as Terma.<br />
We take pride in having a<br />
responsible supply chain<br />
ASPIRATIONAL GOAL<br />
To be recognized as a company<br />
with a second to none professional<br />
working environment. To provide<br />
our employees with challenges<br />
that make them “Best in class”.<br />
To develop talents that are in high<br />
demand in our fields of expertise.<br />
We take pride in our<br />
employees and their passion<br />
ASPIRATIONAL GOAL<br />
To ensure a sustainable production<br />
line and daily business operations<br />
by optimizing the use of natural<br />
resources.<br />
We take pride in<br />
constantly improving our<br />
environmental impact<br />
ASPIRATIONAL GOAL<br />
To support educational programs<br />
in local communities within Terma’s<br />
Business Areas in order to ensure a<br />
recruitment of qualified employees<br />
while supporting the local economy<br />
and employment market. To ensure<br />
the successful integration of foreign<br />
Terma employees and their families<br />
when moving to a new country.<br />
We take pride in taking part<br />
in the local community<br />
Anticorruption<br />
For many years, Terma has worked actively to counter corruption. Terma’s<br />
anticorruption policy has been made known to all employees and aims to<br />
prevent that Terma is involved in or may be associated with corruption of any<br />
kind. Collaboration partners, acting as agents or representatives of Terma,<br />
are obliged to adhere to and comply with Terma’s anticorruption policy.<br />
There are no examples of violation or breach of Terma’s rules to prevent<br />
corruption.<br />
Suppliers and Export Projects<br />
At the end of 2011, as part of our expansion of the CSR activities, Terma<br />
implemented policies intended to ensure compliance with the<br />
International Finance Corporation’s 10 Performance Standards on<br />
Environmental and Social Sustainability (www.IFC.org).<br />
Within supply chain and procurement activities, this includes Performance<br />
Standards 2 and 6, where we examine the working conditions of our suppliers<br />
outside the OECD area to ensure that their employees receive fair<br />
and equitable treatment, including protection against discrimination and<br />
unsafe and disorderly conditions. We also examine whether or not our suppliers<br />
protect the environment and consider biodiversity.<br />
For suppliers within the OECD area, there are a number of standards and<br />
principles for responsible business conduct, available since 1976, with<br />
which multinational corporations must comply. The most important areas<br />
are human rights, environment, working conditions, and anticorruption,<br />
which we assure that these suppliers comply with.<br />
As a result of our careful supplier selection, we have not experienced<br />
suppliers who do not comply with the stated Performance Standards in<br />
the <strong>2012</strong>/<strong>13</strong> fiscal year.<br />
During the proposal phase of export projects, we carry out an examination of<br />
whether or not the projects can be carried out in compliance with all of the<br />
specified 10 Performance Standards. As a result of our proposal process, we<br />
have not seen evidence which would not comply with these standards.<br />
The implementation ensures that we will continue to systematically<br />
focus on the observation of the 10 Performance Standards.<br />
The Group’s procedures for compliance with CSR are incorporated into<br />
our certified quality management system, which is subject to regular<br />
internal and external auditing.<br />
New Measures<br />
In early 20<strong>13</strong>, Terma – inspired by the industry’s approach to CSR – formulated<br />
five long-term goals, which in the future will act as points of reference for<br />
ensuring that the Group’s business activities comply with good corporate<br />
social responsibility. The five goals include customers, suppliers, employees,<br />
environment, and community, as was detailed above.<br />
Terma believes that the CSR initiatives launched by the Group over the<br />
years have had the desired outcome, and we expect that this area can be<br />
further strengthened as a result of our updated new goals.<br />
Events after the Balance Sheet Date<br />
Following the end of the fiscal year, no significant events have occurred<br />
which affect the assessment of the Group’s and Parent Company’s financial<br />
position on 28 February 20<strong>13</strong> and the <strong>2012</strong>/<strong>13</strong> <strong>Annual</strong> <strong>Report</strong>.<br />
Effective 1 March 20<strong>13</strong>, Terma Aerostructures was separated from the<br />
Parent Company as an independent subsidiary, as was detailed above.<br />
Management’s Review <strong>2012</strong>/<strong>13</strong> <strong>13</strong>
Business Areas and International Offices<br />
Terma Defense<br />
& Security<br />
Steen M. Lynenskjold<br />
Senior Vice President<br />
Terma Defense & Security is Terma’s primary Business Area which<br />
globally supplies network and tactical systems, airborne and naval selfprotection<br />
systems, and electronics manufacturing services for missioncritical<br />
defense and security applications. The Business Area also<br />
encompasses advanced radar systems for a broad range of demanding<br />
surveillance and traffic control applications, including coastal surveillance,<br />
naval surface and air surveillance, airborne environmental surveillance,<br />
critical infrastructure protection, vessel traffic management, and airport<br />
surface movement control and guidance.<br />
The Business Area comprises three Business Lines – Airborne, Land, and<br />
Naval – and operates out of Denmark (Herlev and Lystrup); The Netherlands<br />
(Leiden and Woensdrecht); the U.S. (Warner Robins, Georgia,<br />
Washington D.C., and Huntsville, Alabama); Singapore; and India.<br />
The Airborne Business Line<br />
Terma is a global provider of advanced electronic warfare (EW) selfprotection<br />
systems for all types of military aircraft. The recognized<br />
Electronic Warfare Management System, EWMS ALQ-2<strong>13</strong>, is able to<br />
integrate any combination of EW subsystems into a coherent and<br />
complete systems solution, on any type of aircraft.<br />
The system includes high-level functions such as sensor fusion, embedded<br />
training, and electronic countermeasures adaptive processing. The Advanced<br />
Threat Display and 3D-Audio Warning Systems provide maximum<br />
situational awareness. An Active Noise Reduction and Electrical Noise<br />
System is incorporated to reduce pilot stress and fatigue.<br />
EW subsystems are typically installed in pods, pylons, or other external<br />
fixtures in order to avoid interfering with the aircraft structure and to allow<br />
systems to be used across the fleet, thereby significantly reducing the<br />
overall cost. Today, more than 2,000 fighters, helicopters, and transport<br />
aircraft worldwide are equipped with Terma’s EW self-protection systems.<br />
The Land Business Line<br />
The Land Business Line globally provides high performing surveillance<br />
SCANTER radar systems to worldwide markets for security and safety<br />
applications and mission-critical solutions for homeland security, defense,<br />
and civilian applications.<br />
The homeland security solutions range from simple tactical combat systems<br />
to advanced integrated air and ballistic missile defense systems. The systems<br />
provide excellent situational awareness and secure an efficient data connectivity<br />
across different radio and communication technologies.<br />
The T.react Radio Dispatch system provides turnkey radio dispatch protection<br />
systems combining radar surveillance with advanced command<br />
and control systems capable of performing automated surveillance based<br />
on computer-aided analyses and decision support tools. T.react Radio<br />
Dispatch provides seamless voice and data communication in a modern<br />
digitalized TETRA and mobile IP environment.<br />
T.react CIP provides critical infrastructure protection for a safe and secure<br />
environment, where protection against intruders and efficient collaboration<br />
during natural disasters and major incidents are of paramount importance.<br />
T.react CIP combines Terma’s capabilities in mission-critical command and<br />
control solutions and radar surveillance.<br />
The Terma SCANTER radar systems are renowned for their unique<br />
capability to detect small and minute targets at long distances and under all<br />
weather conditions. Terma is the preferred choice for surface surveillance,<br />
mission-critical border security, and traffic safety applications amongst<br />
suppliers and end users worldwide. The SCANTER radar product portfolio<br />
comprises SCANTER 5000, SCANTER 6000, SCANTER 1002 Ground<br />
Surveillance Radar (GSR), SCANTER 2001 i , SCANTER 4002, SCANTER<br />
4102, as well as a wide range of high performance antennas.<br />
The unique, high-technology Solid State radar family, the SCANTER 5000<br />
and SCANTER 6000, has successfully taken over the market leader position<br />
from its predecessor, the SCANTER 2001 family. The SCANTER Solid State<br />
radars have been received extremely well among system integrators and<br />
end users. More than 100 units have been ordered with several operational<br />
systems functioning in all intended applications including coastal<br />
surveillance, vessel traffic services, and airport surface movement.<br />
The Naval Business Line<br />
Within the Naval Business Line, the core segment is navies and coast<br />
guards operating Offshore Patrol Vessels (OPV), Patrol Vessels, and<br />
interceptors around the world. The C-Series is a turnkey tactical solution<br />
for these customers offering C-Flex command and control (C2), SCANTER<br />
radars, C-Fire Electro Optics, and C-Raid compact C2, ready for the vital<br />
day-to-day missions such as territorial and Economic Exclusive Zone<br />
patrolling, counter piracy/terrorism, search and rescue operations, and<br />
peacekeeping missions.<br />
The SCANTER radars are world-leading naval 2D radars providing longrange<br />
detection of small surface contacts like smugglers and illegal immigration<br />
in all weather conditions. The newest SCANTER 4100 radar<br />
provides a full air picture ranging beyond 100 km.<br />
The C-Guard decoy system is a best seller in its class and has recently<br />
been updated with the capability to defend naval ships from torpedoes in<br />
addition to the existing anti-missile capability.<br />
Terma markets these solutions and products to shipyards, system integrators,<br />
and naval customers worldwide.<br />
14 Business Areas and International Offices
Electronics Manufacturing Services<br />
Electronics Manufacturing Services manufactures high quality, complex<br />
electronics equipment for the defense market. Terma provides manufacturing<br />
capabilities for high efficiency power supplies and high frequency<br />
products for avionics and space applications. Terma has participated in<br />
many international programs with the manufacturing of electronics for<br />
avionics and missile purposes.<br />
In-house processes such as vacuum/autoclave bonding, parylene coating,<br />
vacuum soldering, extensive electrical testing, and environmental stress<br />
screening are available to achieve flexible and competitive manufacturing<br />
with a short lead time.<br />
Terma is a supplier of advanced electronics for the APG-81 radar on the<br />
F-35 Joint Strike Fighter.<br />
Integrated Logistics<br />
Integrated Logistics supports, maintains, and provides repair of Terma<br />
products in the global defense and security markets. Integrated Logistics<br />
consists of off-the-shelf service concepts that can be tailored according<br />
to customer requirements.<br />
Sustainability is key in a market where component availability and<br />
lifespan is getting shorter and shorter. Based on decades of experience,<br />
Integrated Logistics offers Through Life Support agreements to secure<br />
the product’s lifespan.<br />
With a large, constantly growing, installed base, Terma supports more<br />
than 1,500 radar systems, 2,000 aircraft, and several navies worldwide.<br />
Terma Space<br />
The Space Business Area contributes with mission-customized software<br />
and hardware products as well as services to support a number of<br />
in-orbit pioneering European scientific and earth observation missions,<br />
such as Rosetta, Mars Express, Venus Express, Herschel, Planck, and<br />
CryoSat-2. Building on this background, Terma secured significant contracts<br />
for two key phases of the Galileo European satellite navigation system;<br />
the In-Orbit Validation and Full Operational Capability phases. The<br />
four satellites are now launched and operational.<br />
Additionally, Terma is contracted for the development and delivery of<br />
software and hardware systems and services for numerous ongoing and<br />
future European, Canadian, Russian, and U.S. satellite missions.<br />
Examples of these are: BepiColombo with an expected launch in 2016;<br />
LISA Pathfinder with expected launch in 2015; GAIA with expected<br />
launch in 20<strong>13</strong>; ExoMars with expected launch in 2016; Solar Orbiter with<br />
expected launch in 2017, MTG with first launch set in 2017, the U.S.<br />
JMAPS mission; and the Russian Kanopus-V1 mission.<br />
Furthermore, Terma is under contract with ESA for the highly sophisticated<br />
man-space ASIM mission. Terma is responsible for the international<br />
scientific and industrial team developing a structure containing cameras<br />
and photometers to be placed outside the International Space Station. The<br />
purpose of the mission is to contribute to the study and understanding of<br />
how thunderstorms affect the atmosphere and the climate. The launch is<br />
expected to take place in 2016.<br />
Terma<br />
Aerostructures A/S<br />
Ole Graversen<br />
Senior Vice President & General Manager<br />
Carsten Jørgensen<br />
Senior Vice President<br />
The knowledge and technology of Danish space research and Danish<br />
companies within this market are world-class. In recent years, an increasing<br />
scientific, commercial, and educational interest has manifested itself.<br />
Following the ESA ministerial conference in November <strong>2012</strong>, new opportunities<br />
have been created for re-energizing the Danish business and scientific<br />
activities within the space industry.<br />
The Aerostructures Business Area, headquartered in Grenaa, Denmark,<br />
provides world-class design and manufacture of advanced aerostructures<br />
for the global aerospace and defense markets. The Business Area has a<br />
constant focus on continuous improvements and a unique approach to<br />
affordability that yields maximum value for the customers.<br />
Terma Aerostructures is a one-stop supplier that integrates composite<br />
and metallic products, including wiring, harnesses, and electronics to form<br />
ready-to-install complex subassemblies. The Business Area provides a<br />
broad range of products for the F-35, F-16, and Gulfstream business jets as well<br />
as missionized pods and pylons for various fixed and rotary wing aircraft.<br />
Business Areas and International Offices 15
The F-35 Joint Strike Fighter is one of our largest and most exciting<br />
programs. Terma Aerostructures has been participating in the F-35 development<br />
since 2004 to provide complex composite structures to the<br />
program’s prime contractors as well as pods and pylons to Tier 1 companies.<br />
Significant investments have been made at the Grenaa facilities to<br />
upgrade manufacturing capabilities and infrastructure to meet the<br />
demanding tolerances and sophisticated technologies of the Joint Strike<br />
Fighter program.<br />
In <strong>2012</strong>, Terma Aerostructures entered into a major long-term contract with<br />
Lockheed Martin Corporation for complex horizontal tail assemblies for all<br />
three variants of the F-35 aircraft. A second major long-term contract was<br />
entered into in <strong>2012</strong> to supply Northrop Grumman Corporation composite<br />
skins and assemblies for the center fuselage, also for all variants of the F-35<br />
aircraft. Depending on the total number of F-35 aircraft produced in the<br />
Low Rate Initial Production (LRIP) phases 6-11 of the program, the order will<br />
have an aggregate value of up to DKK 1 billion. These long-term contracts<br />
provide a stable and more predictable business base and more secure<br />
investment coverage.<br />
Terma Aerostructures is now producing parts for the sixth phase of the<br />
LRIP program, and a majority of these products have been fully qualified<br />
and are flying on delivered aircraft. The production environment has<br />
matured and has performed with very satisfactory performance; meeting<br />
quality, delivery, and cost targets.<br />
The Alternate Mission Equipment market segment is another key area for<br />
Terma Aerostructures for which complex products and customized solutions<br />
are designed, manufactured, and assembled. These products include pods for<br />
electronic warfare and aircraft survivability equipment, reconnaissance pods,<br />
data acquisition pods for flight testing, fuel pylons, and enhanced weapons<br />
pylons. Terma Aerostructures’ in-house designed and manufactured Multi-<br />
Mission Pod (MMP), developed for the F-35, was introduced at the<br />
Farnborough Air Show and attracted great interest from visitors.<br />
The Aerostructures Business Area’s journey from a model shop to a<br />
world-class facility for design and manufacturing of advanced composite<br />
structures has been successful. Affordability requirements and a lean<br />
thinking philosophy are the cornerstones of the manufacturing model,<br />
and every employee is committed to delivering the promise.<br />
Terma North<br />
America Inc.<br />
Steve Gress Jr.<br />
President & CEO<br />
Terma North America Inc., the U.S. subsidiary, is well established as the<br />
interface to U.S. customers for all Terma Business Areas. Terma North America<br />
Inc. (TNA) facilitates the growth of Terma’s business in the U.S. through a local<br />
presence near important customers and partners. With the headquarters in<br />
the Washington D.C. suburb of Arlington (VA), TNA leads the interface with<br />
senior executives in the Department of Defense, the Department of State, the<br />
Danish Embassy, the Federal Aviation Administration (FAA), the Department of<br />
Homeland Security, as well as the defense industry’s prime contractors and<br />
other companies relevant to our business.<br />
A major business development and operations facility is located in Warner<br />
Robins, Georgia, and maintains business with the U.S. Air Force providing<br />
electronic warfare systems, including maintenance, procurement, and<br />
foreign military sales. Other TNA facilities are located in Fort Worth,<br />
Texas, in close proximity to Lockheed Martin Corporation F-35 and F-16<br />
program headquarters, and in Portsmouth, Virginia, near the U.S. Coast<br />
Guard headquarters. An engineering presence is located in Huntsville,<br />
Alabama, to support expansion of opportunities with the Missile Defense<br />
Agency and infrastructure protection.<br />
All Business Areas have experienced significant success in the past year,<br />
exceeding the annual business plan for U.S. business and resulting in an<br />
increased business backlog and revenue.<br />
Terma Defense & Security in Warner Robins successfully expanded its<br />
traditional customer base by continuing an in-depth study of helicopter<br />
airborne survivability equipment. The relationships with The Boeing<br />
Company and Lockheed Martin Corporation were strengthened to secure<br />
follow-on business in the CH-47 Chinook Helicopter and C-<strong>13</strong>0J Military<br />
Transport Aircraft programs. The Group also established a position as the<br />
baseline EW system for the Air Force Combat Rescue Helicopter program<br />
and in Foreign Military Sales programs.<br />
The Aerostructures Business Area is strongly represented at the Fort<br />
Worth facility with a staff of highly trained professionals.<br />
The Land and Naval Business Lines continued servicing North American-based<br />
radar customers, including Canada, the U.S. Coast Guard, the U.S. Navy, the<br />
FAA, and the Department of Homeland Security. Completion of the SCANTER<br />
6002 radar system installation on an experimental U.S. Navy ship was a<br />
significant milestone. This ship is used to demonstrate technologies of<br />
important interest to the U.S. Navy. The Group also conducted a test with the<br />
Department of Energy that demonstrated the capability of the SCANTER 4000<br />
series radar to reduce the effects of the Windfarm Interference Patterns.<br />
16 Business Areas and International Offices
Terma B.V.<br />
Richard Jones<br />
Senior Vice President<br />
Terma B.V., the Dutch subsidiary of Terma A/S, focuses on three primary<br />
market areas: space, aircraft survivability equipment, and homeland<br />
security systems. The past year has seen solid success in expanding the<br />
role of Terma B.V. in supporting a range of electronic warfare (EW) products<br />
and establishing a presence in the homeland security systems arena.<br />
Space activities include in-house turnkey system integration and development<br />
specializing in spacecraft test, simulation, and in-orbit management systems<br />
together with the provision of highly specialized consultants to ESA’s European<br />
Space Research and Technology Centre in Noordwijk, The Netherlands.<br />
The EW service and support facility established on the Woensdrecht Air<br />
Base is fully operational and processes a continually expanding range of<br />
equipment from the Terma EW product line. A depot level repair capability<br />
has been achieved, further expanding the extent of the service work<br />
performed. Terma EW equipment operated by other air forces is also<br />
being channeled through the facility, supporting the goal of centralizing<br />
all EW service and support efforts at one location.<br />
The T.react Radio Dispatch system is attracting significant attention at<br />
regional and national levels, supported by the establishment of a product<br />
track record in Denmark and Finland. The need to improve both the<br />
operational effectiveness and the cost effectiveness of control room<br />
operations drives interest at the industrial and civil authority level.<br />
Critical Infrastructure Protection solutions are also proving attractive in<br />
the Dutch market, and ongoing discussions with partners and end users in<br />
this domain will deliver commercial commitments in the coming years.<br />
Through an increasing network expansion of regional partners, Terma is solidly<br />
established as a regional partner and supplier of high performance and reliable<br />
defense and security solutions in the expanding and developing Asian markets.<br />
During <strong>2012</strong>/<strong>13</strong>, go-to-market strategies have been implemented and<br />
information tools further developed providing the Terma Group with<br />
continuously updated market intelligence.<br />
The year <strong>2012</strong>/<strong>13</strong> has shown satisfactory growth throughout the region<br />
with contract awards in the airborne and naval domain as well as sensor<br />
systems for critical safety applications throughout the region.<br />
In <strong>2012</strong>, the first of the new SCANTER Solid State radars was installed<br />
and commissioned in Asia for a high-profile project. Down-selection for<br />
several similar applications is encouraging and a sign that the market has<br />
confidence in Terma as a trusted partner, capable of delivering multiple<br />
high performance radar systems and critical infrastructure solutions in all<br />
of the major Asian countries.<br />
During the fiscal year, four new naval vessels were commissioned in the<br />
region for two different regional navies. These vessels are equipped with the<br />
Terma C-Flex command and control system interfacing the Terma C-Search,<br />
air and surface surveillance radar, the Terma C-Guard anti-ship missile<br />
defense system, and the Terma C-Link. These systems provide interoperability<br />
among the fleet vessels and full integration of the vessels’ weapons systems.<br />
Contracts for Terma aircraft survivability solutions have been awarded<br />
and will be introduced in Asia through two new aircraft programs.<br />
Terma India<br />
Anupam Narain Mathur<br />
Managing Director<br />
Terma Singapore<br />
Pte. Ltd.<br />
Jesper Tolstrup<br />
Vice President<br />
Terma Singapore Pte. Ltd., the Asian subsidiary of Terma A/S, provides<br />
an Asia Pacific market presence for the Terma Defense & Security<br />
Business Area through business development, project management, and<br />
after sales service and support.<br />
In September <strong>2012</strong>, Terma opened an office in New Delhi, India. This facility<br />
will initially operate as a Liaison Office, and, as the business grows<br />
and matures, the structure will be upgraded to accommodate the business<br />
environment.<br />
India has an increasing defense budget with an increased focus on<br />
developing its defense industry through partnerships with foreign OEMs.<br />
The key to this market is the transfer of technology and partnerships with<br />
the Indian defense industry. A number of identified opportunities are<br />
currently being pursued in India, particularly within the radar and<br />
electronic warfare market areas.<br />
Business Areas and International Offices 17
Accounting Policies<br />
The <strong>Annual</strong> <strong>Report</strong> of Terma A/S for <strong>2012</strong>/<strong>13</strong> has been prepared in accordance<br />
with the provisions applying to class C enterprises (large) under the<br />
Danish Financial Statements Act. The Consolidated Financial Statements<br />
of Terma A/S are consolidated in the Consolidated Financial Statements of<br />
the ultimate Parent Company, the Thomas B. Thrige Foundation, Copenhagen.<br />
Accounting policies applied in the preparation of the <strong>Annual</strong> <strong>Report</strong> are<br />
consistent with those of last year.<br />
Consolidated Financial Statements<br />
The Consolidated Financial Statements comprise the Parent Company,<br />
Terma A/S, and subsidiaries in which Terma A/S directly or indirectly<br />
holds more than 50 percent of the voting rights or which it, in some other<br />
way, controls.<br />
The Consolidated Financial Statements are prepared as a consolidation<br />
of the audited financial statements of the Parent Company and subsidiaries,<br />
which have all been prepared according to the Group’s accounting policies.<br />
On consolidation, intra-group income and costs, stockholdings, intra-group<br />
balances and dividends, and realized and unrealized gains and losses on<br />
intra-group transactions are eliminated.<br />
Equity interests in subsidiaries are set off against the proportionate share of<br />
the subsidiaries’ fair value of net assets or liabilities at the acquisition date.<br />
Enterprises acquired or formed during the year are recognized in the Consolidated<br />
Financial Statements from the date of acquisition. Enterprises<br />
disposed of are recognized in the Consolidated Statement of Income until<br />
the date of disposal. The comparatives are not adjusted for acquisitions<br />
or disposals.<br />
Acquisitions of enterprises are accounted for using the purchase method,<br />
according to which the identifiable assets and liabilities acquired are<br />
measured at their fair values at the date of acquisition. Provisions are<br />
made for costs related to adopted and announced plans to restructure the<br />
acquired enterprise. The tax effect of the revaluation is taken into account.<br />
Any excess of the cost of the acquisition over the fair value of the identifiable<br />
assets and liabilities acquired (goodwill), including restructuring provisions,<br />
is recognized as intangibles and amortized on a systematic basis<br />
in the Statement of Income based on an individual assessment of the useful<br />
life of the asset, however, not exceeding 20 years.<br />
Goodwill and negative goodwill from acquired enterprises can be adjusted<br />
until the end of the year following the acquisition.<br />
Gains or losses on disposal of subsidiaries are stated as the difference<br />
between the sales amount or disposal amount and the carrying value of<br />
net assets at the date of disposal, including non-amortized goodwill and<br />
anticipated disposal costs.<br />
Foreign Currency Translation<br />
Transactions denominated in foreign currencies are translated at the exchange<br />
rates at the transaction date. Foreign exchange differences arising<br />
between the exchange rates at the transaction date and at the date of<br />
payment are recognized in the Statement of Income as financial income<br />
or financial costs.<br />
Receivables, payables, and other monetary items denominated in foreign<br />
currencies, which are not settled on the Balance Sheet date, are translated<br />
at the exchange rates at the Balance Sheet date. The difference between<br />
the exchange rates at the Balance Sheet date and at the date at which the<br />
receivable or payable arose or was recognized in the latest financial<br />
statements is recognized in the Statement of Income as financial income<br />
or financial costs.<br />
Upon recognition of subsidiaries that are foreign entities, the Statements<br />
of Income are translated at an average rate of exchange for the month,<br />
and the Balance Sheet items are translated at the exchange rates at the<br />
Balance Sheet date. Currency translation differences arising upon translation<br />
of foreign subsidiaries’ equity at the beginning of the year to the<br />
exchange rates at the Balance Sheet date and upon translation of Statements<br />
of Income from the average rates of exchange to the exchange<br />
rates at the Balance Sheet date are recognized directly in the equity.<br />
Translation adjustment of balances with foreign entities which are considered<br />
part of the aggregate investment in the subsidiary is recognized<br />
directly in the equity.<br />
Upon recognition of foreign subsidiaries that are integrated entities,<br />
monetary items are translated at the exchange rate at the Balance Sheet<br />
date. Non-monetary items are translated at the exchange rate at the date<br />
of acquisition or the time of the subsequent revalutation or impairment of<br />
the asset. The items in the Statement of Income are translated at the exchange<br />
rate at the date of transaction. However, items derived from nonmonetary<br />
items are translated at the historical conversion rate of the<br />
non-monetary item.<br />
Derivative Financial Instruments<br />
Derivative financial instruments are initially recognized in the Balance<br />
Sheet at cost and are subsequently measured at fair value. Positive and<br />
negative fair values of derivative financial instruments are included in<br />
other receivables and other payables, respectively.<br />
18 Accounting policies
Changes in the fair value of derivative financial instruments designated<br />
as and qualifying for recognition as a hedge of the fair value of a recognized<br />
asset or liability are recognized in the Statement of Income together with<br />
changes in the value of the hedged asset or liability.<br />
Changes in the fair value of derivative financial instruments designated<br />
as and qualifying for recognition as a hedge of future assets or liabilities<br />
are recognized directly in other receivables or other payables and in the<br />
equity. If the future transaction results in the recognition of assets or liabilities,<br />
amounts which were previously recognized in the equity are<br />
transferred at the cost of the asset or liability, respectively. If the future<br />
transaction results in income or costs, amounts which are recognized in<br />
the equity are transferred to the Statement of Income during the period in<br />
which the hedge affects the Statement of Income.<br />
Changes in the fair value of derivate financial instruments not qualifying<br />
for recognition as a hedging instrument are recognized in the Statement<br />
of Income on a continuing basis.<br />
Changes in the fair value of derivative financial instruments used for the<br />
hedging of net investments in foreign entities are recognized directly in<br />
the equity.<br />
Statement of Income<br />
Revenue<br />
Revenue comprises the deliveries for the year and the value of construction<br />
contracts in process with significant customization.<br />
Revenue from contract work in process with an insignificant degree of<br />
customization is recognized in the Statement of Income when the passing<br />
of risk to the customer has taken place. Any discounts allowed are deducted<br />
from the revenue.<br />
Construction contracts with significant customization are recognized in<br />
the revenue when reaching the stage of completion. Accordingly, revenue<br />
corresponds to the sales price of work performed during the year (percentage<br />
of completion method).<br />
Production Costs<br />
Production costs comprise costs, including depreciation, amortization,<br />
and salaries, incurred in generating the revenue for the year. Such costs<br />
include direct and indirect costs for raw materials and consumables, wages<br />
and salaries, depreciation of production plant, and other production costs.<br />
Production costs also comprise research and development costs, which do<br />
not qualify for capitalization, and amortization and impairment of capitalized<br />
development costs.<br />
Distribution Costs<br />
Costs incurred in distributing goods sold during the year and in conducting<br />
sales campaigns, etc. during the year are recognized as distribution costs.<br />
Also, costs relating to sales staff, advertising, exhibitions, and depreciation<br />
are recognized as distribution costs.<br />
Administrative Costs<br />
Administrative costs comprise costs incurred during the year for the Executive<br />
Management and Administration, including costs related to administrative<br />
staff, office premises and office costs, and depreciation.<br />
Other Operating Income and Costs<br />
Other operating income and costs comprise items secondary to the principal<br />
activities of the Group, including gains and losses on disposal of intangibles<br />
and property, plant, and equipment.<br />
Profit in Subsidiaries<br />
The proportionate share of the individual subsidiaries’ profit after tax is<br />
recognized in the Statement of Income for the Parent Company following<br />
elimination of intercompany gains/losses.<br />
Financial Income and Costs<br />
Financial income and costs comprise interests, gains and losses on payables<br />
and transactions denominated in foreign currencies, amortization<br />
of financial assets and liabilities as well as additions and reimbursements<br />
under the tax prepayment scheme, etc.<br />
Tax on Profit for the Year<br />
The Parent Company is subject to the compulsory Danish joint taxation<br />
method for the Thrige Holding Group’s Danish subsidiaries. Subsidiaries<br />
are part of the joint taxation from the time of the consolidation in the<br />
Group’s financial statements and until the time when they are left out of<br />
the consolidation.<br />
Thrige Holding A/S is the administrative company for the joint taxation,<br />
and as a consequence, it settles all tax payments with the authorities.<br />
The current Danish corporate income tax is allocated by payment of the<br />
joint taxation contribution between the jointly taxed companies relative<br />
to the taxable income. In this respect, companies with tax loss receive<br />
joint taxation contributions from companies which have used this loss to<br />
reduce their own tax profit.<br />
The tax for the year, which consists of the current corporate tax for the<br />
year, the joint taxation contribution, and change in deferred tax – as a<br />
consequence of the reduction in the tax rate – is recognized in the Statement<br />
of Income with the portion relating to the profit for the year, and directly<br />
in the equity with the portion relating to items directly in the equity.<br />
Production costs also comprise provisions for losses on construction contracts.<br />
Accounting policies 19
Balance Sheet<br />
Intangibles<br />
Development Projects in Process<br />
Development projects in process comprise costs, salaries, and amortization<br />
directly or indirectly attributable to the development activities of the<br />
enterprise.<br />
Development projects that are clearly defined and identifiable, where the<br />
technical utilization degree, sufficient resources, and potential future<br />
market or development opportunities in the Group can be established,<br />
and where it is intended to produce, market, or use the project, are recognized<br />
as intangibles, provided that the cost can be measured reliably, and<br />
that there is sufficient assurance that future earnings can cover production<br />
costs, sales and administrative costs, and development projects in<br />
process. Other development projects in process are recognized in the<br />
Statement of Income when incurred.<br />
Capitalized development projects in process are recognized at cost less accumulated<br />
amortization/impairments or recoverable amount, if this is lower.<br />
Following the completion of the development work, capitalized development<br />
projects in process are amortized concurrently with the sale of the developed<br />
products, alternatively on a straight-line basis over the estimated useful life.<br />
Gains and losses on sale of development projects are calculated as the<br />
difference between the sales price less selling costs and the carrying<br />
value at the time of sale. Gains and losses are recognized in the Statement<br />
of Income under other operating income and other operating costs, respectively.<br />
Property, Plant, and Equipment<br />
Land and buildings, plant and machinery, and fixtures and fittings, tools<br />
and equipment are measured at cost less accumulated depreciation.<br />
Cost comprises the purchase price and any costs directly attributable to<br />
the acquisition until the date when the asset is available for use. The cost<br />
of self-constructed assets comprises direct and indirect costs of materials,<br />
components, subcontractors, and wages and salaries.<br />
The cost of a total asset is divided into separate elements which are depreciated<br />
separately if the useful life of the individual elements varies.<br />
Depreciation is provided on a straight-line basis over the expected useful<br />
lives of the assets. The expected useful lives are as follows:<br />
Buildings<br />
Plant and machinery<br />
Fixtures and fittings, tools and equipment<br />
10-50 years<br />
5-10 years<br />
3-7 years<br />
Major production plants used for the production of aircraft components<br />
are depreciated based on the units of production method of depreciation,<br />
typically over 10 years. The annual depreciation corresponds to the actual<br />
units produced during the year. An annual reassessment is made of the<br />
expected aggregate units of production.<br />
Depreciation is recognized in the Statement of Income as production<br />
costs, distribution costs, and administrative costs, respectively.<br />
Gains and losses on the disposal of property, plant, and equipment are<br />
determined as the difference between the sales price less disposal costs<br />
and the carrying value at the date of disposal. The gains or losses are<br />
recognized in the Statement of Income as other operating income or other<br />
operating costs, respectively.<br />
Equity Interests in Subsidiaries<br />
Equity interests in subsidiaries are measured according to the equity method.<br />
Equity interests in subsidiaries are measured in the Balance Sheet at the<br />
proportionate share of the subsidiaries’ net asset values calculated in accordance<br />
with the Group’s accounting policies minus or plus unrealized<br />
intra-group profits and losses, and plus or minus the remaining value of<br />
positive goodwill or negative goodwill, respectively.<br />
Net revaluation of equity interests in subsidiaries is shown as a reserve<br />
for net revaluation according to the equity method under equity to the extent<br />
that the carrying value exceeds the cost. Subsidiary dividends are transferred<br />
from the net revaluation to the distributable reserves at the time of<br />
distribution.<br />
On acquisition of subsidiaries, the purchase method is applied, cf. Consolidated<br />
Financial Statements above.<br />
Impairment of Assets<br />
The carrying value of intangibles and property, plant, and equipment as<br />
well as equity interests in subsidiaries are assessed annually for indications<br />
of impairment in addition to amortization and depreciation.<br />
If indications of impairments exist, impairment tests are conducted relative<br />
to the individual asset or groups of assets, respectively. Assets are written<br />
down to the recoverable amount if this is lower than the carrying value.<br />
20 Accounting policies
The recoverable amount of an asset is the higher of the asset’s value in<br />
use and its selling price. The value in use is calculated as the present value<br />
of the expected net cash flows from the use of the asset or groups of assets<br />
and the expected net cash flows from the sale of the asset or groups of<br />
assets at the end of the useful life.<br />
Inventories<br />
Inventories are measured at cost in accordance with the FIFO method.<br />
Where the net realizable value is lower than the cost, inventories are written<br />
down to this lower value. Cost comprises purchase price plus delivery costs.<br />
Finished goods and work in process are measured at cost, comprising the<br />
cost of raw materials, consumables, direct wages and salaries, and indirect<br />
production costs. Indirect production costs comprise indirect materials<br />
and wages and salaries as well as maintenance and depreciation of<br />
production machinery, buildings, and equipment as well as factory administration<br />
and management. Borrowing costs are not included in the cost.<br />
The net realizable value of inventories is calculated as the sales amount less<br />
costs of completion and costs necessary to make the sale, and is determined<br />
taking into account marketability, obsolescence, and development in expected<br />
sales price.<br />
Receivables<br />
Receivables are measured at amortized cost. Write-down is made to meet<br />
expected losses.<br />
Construction Contracts<br />
Construction contracts are measured at the sales price of the work performed.<br />
The sales price is measured on the basis of the stage of completion<br />
at the Balance Sheet date and total expected income from the individual<br />
contract work. When the sales price of a contract cannot be measured<br />
reliably, the sales price is measured at the costs incurred or at net realizable<br />
value, if this is lower.<br />
The individual construction contract is recognized in the Balance Sheet<br />
under either receivables or liabilities, depending on the net amount of the<br />
sales price less prepayments. Net assets are constituted by the sum of<br />
the construction contracts where the sales price of the work performed<br />
exceeds the amount which has been invoiced on account. Net liabilities<br />
are constituted by the sum of the construction contracts where the<br />
amount which has been invoiced on account exceeds the sales price.<br />
Sales costs and costs incurred in securing contracts are recognized in the<br />
Statement of Income when incurred.<br />
Prepayments and Deferred Charges<br />
Prepayments and deferred charges, recognized under current assets, comprise<br />
costs incurred concerning subsequent fiscal years.<br />
Equity – Dividends<br />
Dividends are recognized as a liability at the date when they are adopted<br />
at the annual general meeting (time of announcement). The expected dividend<br />
payment for the year is disclosed as a separate item under equity.<br />
Current Tax and Deferred Tax<br />
According to the joint taxation method, as the administrative company,<br />
Thrige Holding A/S assumes the liability to the tax authorities for the corporate<br />
tax of the Danish subsidiaries, concurrently with the subsidiaries paying<br />
their joint tax contribution.<br />
Current tax payable and receivable is recognized in the Balance Sheet as<br />
tax calculated on the taxable income for the year, adjusted for tax on the<br />
taxable income of previous years, and for tax paid on account.<br />
Payable and receivable joint tax contributions are recognized in the Balance<br />
Sheet under balances for the Parent Company.<br />
Deferred tax is measured under the Balance Sheet liability method on all<br />
temporary differences between the carrying value and the tax base of<br />
assets and liabilities. However, deferred tax is not recognized on temporary<br />
differences relative to amortization of goodwill disallowed for tax purposes<br />
and other items in which temporary differences – excluding acquisitions<br />
– have arisen on the date of acquisition, without affecting the net income<br />
or taxable income. Under the circumstances where calculation of the tax<br />
base can be made according to alternative taxation rules, deferred tax is<br />
measured on the basis of the planned use of the asset or settlement of the<br />
liability, respectively.<br />
Deferred tax assets, including the tax base of tax loss allowed for carryforward,<br />
are recognized under current assets at the expected value of their<br />
utilization, either as elimination in tax on future earnings or offsetting against<br />
deferred tax liabilities within the same legal tax entity and jurisdiction.<br />
A readjustment of deferred tax relative to performed eliminations of unrealized,<br />
intra-group profit and loss will be carried out.<br />
Deferred tax is measured according to the tax rules and at the tax rates<br />
applicable in the respective countries at the Balance Sheet date.<br />
Accounting policies 21
Other Provisions<br />
Provisions comprise anticipated costs related to warranty commitments,<br />
losses related to construction contracts in process, restructuring provisions,<br />
etc. Provisions are recognized when, as a result of past events, the<br />
Group has a legal or a constructive obligation, and it is probable that settlement<br />
of the obligation will result in an outflow of Group financial resources.<br />
Warranty commitments include obligations to implement repair work<br />
within the warranty period. Provisions for warranty commitments are<br />
measured at net realizable value and recognized on the basis of experience<br />
with warranty work. Provisions with an expected maturity of more<br />
than one year at the Balance Sheet date are discounted at the average<br />
market rate of interest.<br />
Restructuring provisions in acquired enterprises which are adopted and<br />
announced no later than at the date of acquisition are included in the determination<br />
of the acquisition price and thereby in goodwill or Group goodwill.<br />
If it is probable that the total costs related to a construction contract will<br />
exceed the total income, the expected total loss of the construction contract<br />
is recognized as a provision.<br />
Financial Liabilities<br />
Amounts owed to mortgage banks and credit institutions are recognized<br />
at the date of borrowing at the net proceeds received less transaction<br />
costs paid. In subsequent periods, the financial liabilities are measured at<br />
amortized cost, corresponding to the capitalized value using the effective<br />
interest rate. Accordingly, the difference between the proceeds and the<br />
nominal value is recognized in the Statement of Income over the term of<br />
the loan.<br />
Other liabilities are measured at amortized cost.<br />
Cash Flow Statement<br />
The Cash Flow Statement shows the Group’s cash flows from operating,<br />
investing, and financing activities for the year, the year’s changes in cash<br />
and cash equivalents as well as the Group’s cash and cash equivalents at<br />
the beginning and end of the year.<br />
Cash Flows from Operating Activities<br />
Cash flows from operating activities are calculated as the Group’s share<br />
of the profit adjusted for non-cash operating items, changes in working<br />
capital, and corporate tax payable and receivable/joint taxation contribution.<br />
Cash Flows from Investing Activities<br />
Cash flows from investing activities comprise payments in connection with<br />
acquisitions and disposals of enterprises and activities, and acquisitions and<br />
disposals of intangibles, property, plant, and equipment, and investments.<br />
Cash Flows from Financing Activities<br />
Cash flows from financing activities comprise payments to and from the<br />
Group’s stockholders and related costs as well as raising of loans and repayment<br />
of interest-bearing debt.<br />
Cash and Cash Equivalents<br />
Cash and cash equivalents comprise cash reduced by current bank borrowings.<br />
Segment Information<br />
Group revenue has been allocated according to business segments and<br />
geographical markets.<br />
Financial Ratios<br />
The financial ratios are calculated in accordance with “Recommendations<br />
and financial ratios 2010” of the Danish Society of Financial Analysts.<br />
Definitions of the financial ratios appear in Financial Highlights – Consolidated.<br />
22 Accounting policies
Executive Management’s<br />
Statement<br />
The Board of Directors and the Executive Management have today discussed<br />
and adopted the <strong>Annual</strong> <strong>Report</strong> of Terma A/S for the <strong>2012</strong>/<strong>13</strong> fiscal year.<br />
The <strong>Annual</strong> <strong>Report</strong> has been prepared in accordance with the Danish Financial<br />
Statements Act.<br />
In our opinion, the Consolidated and Parent Company Financial Statements<br />
give a fair presentation of the Group’s and Parent Company’s assets, liabilities,<br />
and financial position at 28 February 20<strong>13</strong>, as well as of the results of<br />
the Group’s and the Parent Company’s activities and the Group’s cash<br />
flows for the <strong>2012</strong>/<strong>13</strong> fiscal year.<br />
Further, we consider the Management’s Review to present a fair disclosure<br />
of the development in the Group’s and Parent Company’s activities and<br />
finances, the result for the year, and the Group’s and Parent Company’s<br />
financial position.<br />
We recommend that the <strong>Annual</strong> <strong>Report</strong> be approved at the annual general<br />
meeting.<br />
Herlev, 24 May 20<strong>13</strong><br />
Executive Management<br />
Jens Maaløe<br />
President & CEO<br />
Board of Directors<br />
Svend-Aage Nielsen, Chairman<br />
Flemming H. Tomdrup, Deputy Chairman<br />
Henrik Stenbjerre<br />
Anders Eldrup<br />
Bo Laursen<br />
Kirsten Kahr Ovesen<br />
Group Management (from left): Birthe H. Rask, Executive Vice President & CFO; Morten Halskov, Executive Vice President, General Counsel; and Jens Maaløe, President & CEO<br />
Executive Management’s Statement 23
Independent Auditor’s<br />
Declarations<br />
For Terma A/S Stockholders<br />
<strong>Report</strong> on the Consolidated and Parent Company<br />
Financial Statements<br />
We have audited the Consolidated and Parent Company Financial Statements<br />
of Terma A/S for the 1 March <strong>2012</strong>-28 February 20<strong>13</strong> fiscal year. The<br />
Consolidated and Parent Company Financial Statements include Accounting<br />
Policies, Statement of Income, Balance Sheet, disclosures in the Notes<br />
of the Group as well as the Parent Company, and the Group’s Cash Flow<br />
Statement. The Consolidated and Parent Company Financial Statements<br />
are prepared in accordance with the Danish Financial Statements Act.<br />
Executive Management’s responsibility for the Consolidated<br />
and Parent Company Financial Statements<br />
The Executive Management is responsible for the preparation of Consolidated<br />
and Parent Company Financial Statements that give a fair presentation<br />
in accordance with the Danish Financial Statements Act. Further, the<br />
Executive Management is responsible for implementing internal controls<br />
deemed necessary by the Executive Management for the preparation and<br />
presentation of Consolidated and Parent Company Financial Statements,<br />
which give a fair presentation free from material misstatements, irrespective<br />
of such errors being due to fraud or misstatements.<br />
Auditor’s Responsibility<br />
It is our responsibility to provide an opinion on the Consolidated and Parent<br />
Company Financial Statements based on the audit performed. We have<br />
conducted our audit in accordance with international auditing standards<br />
and further requirements according to Danish auditing legislation. These<br />
standards require that we live up to ethical requirements and plan and<br />
perform the audit with a view to achieving a high degree of certainty that<br />
the Consolidated and Parent Company Financial Statements are free from<br />
material misstatements.<br />
Auditing includes actions to achieve audit evidence for the amounts and<br />
information disclosed in the Consolidated and Parent Company Financial<br />
Statements. The selected actions depend on the auditor’s assessment, to<br />
include assessment of risk of material misstatements in the Consolidated<br />
and Parent Company Financial Statements, irrespective of such errors being<br />
due to fraud or misstatements. In the risk assessment, the auditor considers<br />
internal controls relevant to the Group’s preparation and presentation of<br />
Consolidated and Parent Company Financial Statements, which give a fair<br />
presentation with a view to auditing actions appropriate in the circumstances,<br />
however, not to express an opinion on the effectiveness of the<br />
Group’s internal controls. Furthermore, auditing includes an opinion as to<br />
the Management’s adopted accounting policies being appropriate and its<br />
accounting estimates fair, and an evaluation of the overall Consolidated<br />
and Parent Company Financial Statements presentation.<br />
In our opinion, the audit evidence obtained is sufficient and qualified as a<br />
basis for our opinion.<br />
Our audit does not give rise to qualifications.<br />
Opinion<br />
In our opinion, the Consolidated and Parent Company Financial Statements<br />
give a fair presentation of the Group’s and the Parent Company’s assets,<br />
liabilities, and financial position at 28 February 20<strong>13</strong>, as well as of the results<br />
of the Group’s and Parent Company’s activities and the Group’s cash<br />
flows for the 1 March <strong>2012</strong>-28 February 20<strong>13</strong> fiscal year, in accordance<br />
with the Danish Financial Statements Act.<br />
Opinion on the Management’s Review<br />
We have read the Management’s Review in accordance with the Danish<br />
Financial Statements Act. We have not taken any further actions in addition<br />
to the audit of the Consolidated and Parent Company Financial Statements.<br />
In our opinion, the information disclosed in the Management’s Review is<br />
in accordance with the Consolidated and Parent Company Financial<br />
Statements.<br />
Aarhus, 24 May 20<strong>13</strong><br />
KPMG<br />
Statsautoriseret Revisionspartnerselskab<br />
Jesper Ridder Olsen<br />
State-Authorized Public Accountant<br />
Jes Lauritzen<br />
State-Authorized Public Accountant<br />
24 Independent auditor’s Declarations
Statement of Income<br />
1 March - 28 february<br />
Consolidated<br />
Parent company<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Note<br />
1,2 Revenue 1,<strong>13</strong>9,628 1,338,071 954,994 1,167,119<br />
3 Production costs (875,148) (1,029,794) (739,421) (905,236)<br />
Gross profit 264,480 308,277 215,573 261,883<br />
3 Distribution costs (114,386) (118,879) (100,234) (105,180)<br />
3,4 Administrative costs (75,493) (80,625) (51,340) (56,902)<br />
Ordinary operating profit 74,601 108,773 63,999 99,801<br />
Other operating income 182 175 180 175<br />
Other operating costs (1,728) (3,155) (229) (154)<br />
Operating profit 73,055 105,793 63,950 99,822<br />
Profit in subsidiaries after tax - 8,101 5,924<br />
5 Financial income 3,155 1,154 3,684 2,247<br />
5 Financial costs (32,997) (37,735) (35,025) (39,974)<br />
Profit from ordinary activities before tax 43,2<strong>13</strong> 69,212 40,710 68,019<br />
6 Tax on profit from ordinary activities (<strong>13</strong>,751) (17,190) (11,248) (15,997)<br />
Profit for the year 29,462 52,022 29,462 52,022<br />
Proposed profit distribution<br />
Proposed dividends 10,000 10,000<br />
Reserve for net revaluation according to the equity method 7,442 6,146<br />
Profit for the year carried forward 12,020 35,876<br />
29,462 52,022<br />
Notes: Pages 29 and 30<br />
Statement of Income 25
Balance Sheet<br />
28 February<br />
Consolidated<br />
Parent company<br />
DKK thousand 20<strong>13</strong> <strong>2012</strong> 20<strong>13</strong> <strong>2012</strong><br />
Note<br />
Assets<br />
Non-current assets<br />
Intangibles<br />
Software 5,682 0 5,682 0<br />
Completed development projects 327,075 226,257 330,420 229,895<br />
Development projects in process 94,330 175,585 94,330 175,585<br />
7 427,087 401,842 430,432 405,480<br />
Property, plant, and equipment<br />
Land and buildings 220,222 227,075 220,222 227,075<br />
Plant and machinery 124,602 <strong>13</strong>5,455 123,153 <strong>13</strong>3,543<br />
Fixtures and fittings, tools and equipment 12,040 <strong>13</strong>,706 9,456 10,984<br />
Payment on account and property, plant,<br />
and equipment under construction 1,377 6,494 1,377 6,494<br />
8 358,241 382,730 354,208 378,096<br />
Investments<br />
9 Equity interests in subsidiaries - - 74,140 73,650<br />
- - 74,140 73,650<br />
Non-current assets, total 785,328 784,572 858,780 857,226<br />
Current assets<br />
Inventories<br />
Raw materials and consumables 79,333 88,166 79,333 88,166<br />
Work in process 154,046 188,098 144,781 170,766<br />
On-account payments from customers (7,580) (16,544) (6,382) (16,505)<br />
Prepayments to suppliers 822 786 822 786<br />
226,621 260,506 218,554 243,2<strong>13</strong><br />
Receivables<br />
Trade accounts receivable 250,492 261,063 2<strong>13</strong>,187 214,060<br />
10 Construction contracts 81,201 75,666 75,140 69,582<br />
Amounts owed by subsidiaries - - 0 24,163<br />
14 Corporate tax receivable 287 542 0 0<br />
Other receivables 11,893 <strong>13</strong>,801 7,659 11,716<br />
12 Deferred tax asset 5,403 6,339 0 0<br />
Prepayments and deferred charges 8,338 8,473 8,339 8,474<br />
357,614 365,884 304,325 327,995<br />
15 Cash and cash equivalents 162,742 97,185 159,077 90,689<br />
Current assets, total 746,977 723,575 681,956 661,897<br />
Assets, total 1,532,305 1,508,147 1,540,736 1,519,123<br />
Notes: Pages 30, 31, 32, 34, and 35<br />
26 Balance Sheet - Assets
Consolidated<br />
Parent company<br />
DKK thousand 20<strong>13</strong> <strong>2012</strong> 20<strong>13</strong> <strong>2012</strong><br />
Note<br />
Equity and liabilities<br />
Equity<br />
Capital stock 18,000 18,000 18,000 18,000<br />
Net revaluation according to the equity method - - 15,811 12,007<br />
Profit carried forward 411,873 393,541 396,062 381,534<br />
Proposed dividends 10,000 10,000 10,000 10,000<br />
11 Equity, total 439,873 421,541 439,873 421,541<br />
Provisions<br />
Warranty commitments 8,535 <strong>13</strong>,049 8,535 <strong>13</strong>,049<br />
Provisions made within construction contracts 339 1,151 <strong>13</strong>2 878<br />
12 Deferred tax 125,464 116,367 126,580 117,256<br />
Other provisions 2,435 4,645 0 0<br />
Provisions, total <strong>13</strong>6,773 <strong>13</strong>5,212 <strong>13</strong>5,247 <strong>13</strong>1,183<br />
Liabilities other than provisions<br />
Long-term liabilities other than provisions<br />
Employee bonds 7,381 14,890 7,381 14,890<br />
Credit institutions 167,799 247,774 167,799 247,774<br />
Mortgage banks 223,692 224,552 223,692 224,552<br />
<strong>13</strong> 398,872 487,216 398,872 487,216<br />
Current liabilities other than provisions<br />
<strong>13</strong> Current portion of long-term liabilities 91,171 5,495 91,171 5,495<br />
10 Construction contracts 101,325 77,429 100,159 75,577<br />
Prepayments from customers 55,855 61,775 52,401 57,<strong>13</strong>8<br />
Trade accounts payable 68,054 70,127 63,692 68,376<br />
Amounts owed to Parent Company 197 62 197 62<br />
Amounts owed to subsidiaries - - 60,646 55,112<br />
14 Corporate tax payable 1,545 1,398 0 0<br />
Other payables 238,640 247,892 198,478 217,423<br />
556,787 464,178 566,744 479,183<br />
Liabilities other than provisions, total 955,659 951,394 965,616 966,399<br />
Equity and liabilities, total 1,532,305 1,508,147 1,540,736 1,519,123<br />
15 Contingent liabilities and security<br />
16 Related parties<br />
Notes: Pages 32, 33, 34, and 35<br />
Balance Sheet - Equity and Liabilities 27
Cash Flow Statement<br />
1 March - 28 february<br />
Consolidated<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Profit from ordinary activities before tax 43,2<strong>13</strong> 69,212<br />
Adjustments:<br />
Depreciation, etc. 34,593 41,726<br />
Reversed provisions (7,536) 3,240<br />
Amortization of development licenses previously transferred to contract work in process 22,372 34,215<br />
Financial items 29,842 36,581<br />
79,271 115,762<br />
Changes in working capital:<br />
Inventories 28,187 47,342<br />
Receivables including construction contracts 7,079 47,079<br />
Construction contracts and prepayments from customers 15,782 (97,142)<br />
Trade accounts payable and other payables (12,968) 6,542<br />
38,080 3,821<br />
Cash flows generated from operations (operating activities) before financial items 160,564 188,795<br />
Financial items (30,061) (35,775)<br />
Cash flows from operations (ordinary activities) <strong>13</strong>0,503 153,020<br />
14 Corporate tax paid (2,512) (249)<br />
Cash flows from operating activities 127,991 152,771<br />
7 Capitalized development costs (39,775) (38,119)<br />
8 Acquisition of property, land, and equipment (12,185) (41,665)<br />
Cash flows for investing activities (51,960) (79,784)<br />
Changes in long-term liabilities (2,668) 24,360<br />
Dividends paid (10,000) 0<br />
Cash flows from financing activities (12,668) 24,360<br />
Changes in cash and cash equivalents 63,363 97,347<br />
Cash and cash equivalents and credit institutions at 1 March 33,460 (63,887)<br />
Cash and cash equivalents and credit institutions at 28 February 96,823 33,460<br />
The Cash Flow Statement cannot be directly derived from the Balance Sheet and the Statement of Income.<br />
Notes: Pages 30, 31, and 35<br />
28 Cash Flow Statement
Notes<br />
1. Segment information - Revenue<br />
37%<br />
37%<br />
Nondefense<br />
12%<br />
11%<br />
Denmark<br />
24%<br />
24%<br />
14% 11%<br />
Terma<br />
Aerostructures<br />
Terma Space<br />
63%<br />
63%<br />
Defense<br />
88%<br />
89%<br />
Outside<br />
Denmark<br />
62%<br />
65%<br />
Terma Defense<br />
& Security<br />
<strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
2. Revenue<br />
Consolidated<br />
Parent company<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Goods and services 671,117 862,257 505,689 720,558<br />
Construction contracts 468,511 475,814 449,305 446,561<br />
1,<strong>13</strong>9,628 1,338,071 954,994 1,167,119<br />
3. Costs<br />
Parent Company Board of Directors emoluments<br />
and remuneration of the Executive Management 4,465 4,849 4,465 4,849<br />
Wages and salaries 540,182 578,972 444,858 489,981<br />
Pensions and other social security costs 57,856 57,055 42,999 43,797<br />
Other staff costs 4,740 4,723 4,294 4,325<br />
607,243 645,599 496,616 542,952<br />
Average number of full-time employees 1,080 1,195 909 1,023<br />
4. Fees paid to auditors<br />
Total fees to KPMG can be specified as follows:<br />
Statutory audit 836 836 824 824<br />
Consultancy fees: other assurance engagements 48 53 48 53<br />
Consultancy fees: tax and VAT 941 621 792 448<br />
Other non-audit services 1,919 284 1,749 122<br />
3,744 1,794 3,4<strong>13</strong> 1,447<br />
Total fees to other auditors can be specified as follows:<br />
Audit 271 273 0 0<br />
Consultancy fees: tax and VAT 206 202 72 83<br />
Other non-audit services 827 820 244 485<br />
1,304 1,295 316 568<br />
5. Financial income and costs<br />
Included in financial income and costs are:<br />
Interest income from subsidiaries - - 1,201 1,238<br />
Interest costs to subsidiaries - - 2,321 2,516<br />
Interest costs to Parent Company 248 - 248 -<br />
Notes 29
6. Tax on the profit for the year<br />
Consolidated<br />
Parent company<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Joint taxation contribution/current tax 3,047 2,282 1,422 (355)<br />
Deferred tax 10,202 9,535 9,324 10,979<br />
Tax on the profit for the year, total <strong>13</strong>,249 11,817 10,746 10,624<br />
Specified as follows:<br />
Tax on profit from ordinary activities <strong>13</strong>,751 17,190 11,248 15,997<br />
Tax on changes in equity (502) (5,373) (502) (5,373)<br />
<strong>13</strong>,249 11,817 10,746 10,624<br />
7. Intangibles<br />
Consolidated<br />
Completed Development<br />
development projects in<br />
DKK thousand Software projects process Total<br />
Cost at 1 March <strong>2012</strong> 0 549,904 175,585 725,489<br />
Additions 1,936 1,044 36,795 39,775<br />
Transferred from property, plant, and equipment 4,568 0 0 4,568<br />
Transfer 0 118,050 (118,050) 0<br />
Disposals 0 (19,695) 0 (19,695)<br />
Cost at 28 February 20<strong>13</strong> 6,504 649,303 94,330 750,<strong>13</strong>7<br />
Amortizations and impairments at 1 March <strong>2012</strong> 0 323,647 0 323,647<br />
Amortizations 822 1,601 0 2,423<br />
Disposals 0 (19,695) 0 (19,695)<br />
Transferred to contract work in process 0 16,675 0 16,675<br />
Amortizations and impairments at 28 February 20<strong>13</strong> 822 322,228 0 323,050<br />
Carrying value at 28 February 20<strong>13</strong> 5,682 327,075 94,330 427,087<br />
Parent company<br />
Cost at 1 March <strong>2012</strong> 0 553,542 175,585 729,127<br />
Additions 1,936 1,044 36,795 39,775<br />
Transferred from property, plant, and equipment 4,568 0 0 4,568<br />
Transfer 0 118,050 (118,050) 0<br />
Disposals 0 (19,695) 0 (19,695)<br />
Cost at 28 February 20<strong>13</strong> 6,504 652,941 94,330 753,775<br />
Amortizations and impairments at 1 March <strong>2012</strong> 0 323,647 0 323,647<br />
Amortizations 822 1,894 0 2,716<br />
Disposals 0 (19,695) 0 (19,695)<br />
Transferred to contract work in process 0 16,675 0 16,675<br />
Amortizations and impairments at 28 February 20<strong>13</strong> 822 322,521 0 323,343<br />
Carrying value at 28 February 20<strong>13</strong> 5,682 330,420 94,330 430,432<br />
30 Notes
8. Property, plant, and equipment<br />
Consolidated<br />
Payment on<br />
account and<br />
property, plant,<br />
Fixtures and and equip-<br />
Land and Plant and fittings, tools ment under<br />
DKK thousand buildings machinery and equipment construction Total<br />
Cost at 1 March <strong>2012</strong> 377,372 305,244 98,123 6,494 787,233<br />
Foreign currency translation adjustments 0 <strong>13</strong>4 222 0 356<br />
Transferred to intangibles 0 0 0 (4,568) (4,568)<br />
Transferred 0 888 0 (888) 0<br />
Additions 1,268 5,530 5,048 339 12,185<br />
Disposals 0 (2,970) (8,<strong>13</strong>8) 0 (11,108)<br />
Cost at 28 February 20<strong>13</strong> 378,640 308,826 95,255 1,377 784,098<br />
Amortizations and impairments at 1 March <strong>2012</strong> 150,297 169,789 84,417 0 404,503<br />
Foreign currency translation adjustments 0 123 169 0 292<br />
Amortizations 8,121 16,890 6,767 0 31,778<br />
Disposals 0 (2,578) (8,<strong>13</strong>8) 0 (10,716)<br />
Amortizations and impairments at 28 February 20<strong>13</strong> 158,418 184,224 83,215 0 425,857<br />
Carrying value at 28 February 20<strong>13</strong> 220,222 124,602 12,040 1,377 358,241<br />
Depreciated over 10-50 years 5-10 years 3-7 years<br />
Parent company<br />
Cost at 1 March <strong>2012</strong> 299,073 298,142 86,547 6,494 690,256<br />
Transferred to intangibles 0 0 0 (4,568) (4,568)<br />
Transferred 0 888 0 (888) 0<br />
Additions 1,268 5,320 3,695 339 10,622<br />
Disposals 0 (2,970) (8,057) 0 (11,027)<br />
Cost at 28 February 20<strong>13</strong> 300,341 301,380 82,185 1,377 685,283<br />
Amortizations and impairments at 1 March <strong>2012</strong> 71,998 164,599 75,563 0 312,160<br />
Amortizations 8,121 16,206 5,223 0 29,550<br />
Disposals 0 (2,578) (8,057) 0 (10,635)<br />
Amortizations and impairments at 28 February 20<strong>13</strong> 80,119 178,227 72,729 0 331,075<br />
Carrying value at 28 February 20<strong>13</strong> 220,222 123,153 9,456 1,377 354,208<br />
Depreciated over 10-50 years 5-10 years 3-7 years<br />
Notes 31
9. Equity interests in subsidiaries<br />
DKK thousand<br />
Cost at 1 March <strong>2012</strong> 51,699<br />
Disposals during the year (3,314)<br />
Cost at 28 February 20<strong>13</strong> 48,385<br />
Net revaluations at 1 March <strong>2012</strong> 21,951<br />
Translation adjustment at the beginning of the year 823<br />
Dividends paid (4,014)<br />
Disposals (1,106)<br />
Profit for the year 8,101<br />
Net revaluations at 28 February 20<strong>13</strong> 25,755<br />
Carrying value at 28 February 20<strong>13</strong> 74,140<br />
Name Registered office Ownership Capital stock<br />
Terma Ejendomme Skive A/S Aarhus, Denmark 100% DKK 1,150 thousand<br />
Terma GmbH Darmstadt, Germany 100% EUR 51 thousand<br />
Terma B.V. Leiden, The Netherlands 100% EUR 750 thousand<br />
Terma North America Inc. Delaware, USA 100% USD 150 thousand<br />
Terma Singapore Pte. Ltd. Singapore, Singapore 100% SGD100 thousand<br />
10. Construction contracts<br />
Consolidated<br />
Parent company<br />
DKK thousand 20<strong>13</strong> <strong>2012</strong> 20<strong>13</strong> <strong>2012</strong><br />
Sales price of construction contracts 1,068,601 1,163,629 986,272 1,046,688<br />
Invoiced on account (1,088,725) (1,165,392) (1,011,291) (1,052,683)<br />
(20,124) (1,763) (25,019) (5,995)<br />
Recognized as follows:<br />
Construction contracts (assets) 81,201 75,666 75,140 69,582<br />
Construction contracts (liabilities) (101,325) (77,429) (100,159) (75,577)<br />
(20,124) (1,763) (25,019) (5,995)<br />
32 Notes
11. Equity<br />
Consolidated<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Equity at 1 March 421,541 385,235<br />
Dividends paid (10,000) 0<br />
Profit for the year carried forward 19,462 42,022<br />
Proposed dividends 10,000 10,000<br />
Translation adjustment relating to foreign entity 376 403<br />
Changes in value of hedging instruments, etc, (after tax) (1,506) (16,119)<br />
Equity at 28 February 439,873 421,541<br />
Consolidated<br />
Net revaluation Profit<br />
Capital according to the carried Proposed<br />
DKK thousand stock equity method forward dividends Total<br />
Equity at 1 March <strong>2012</strong> 18,000 - 393,541 10,000 421,541<br />
Dividends paid - - - (10,000) (10,000)<br />
Profit for the year carried forward - - 19,462 10,000 29,462<br />
Translation adjustment relating to foreign entity - - 376 - 376<br />
Changes in value of hedging instruments, etc, (after tax) - - (1,506) - (1,506)<br />
Equity at 28 February 20<strong>13</strong> 18,000 - 411,873 10,000 439,873<br />
Parent company<br />
Equity at 1 March <strong>2012</strong> 18,000 12,007 381,534 10,000 421,541<br />
Dividends paid - - - (10,000) (10,000)<br />
Dividends received from subsidiaries - (4,014) 4,014 - 0<br />
Profit for the year carried forward - 7,442 12,020 10,000 29,462<br />
Translation adjustment relating to foreign entity - 376 - - 376<br />
Changes in value of hedging instruments, etc. (after tax) - - (1,506) - (1,506)<br />
Equity at 28 February 20<strong>13</strong> 18,000 15,811 396,062 10,000 439,873<br />
Capital stock consists of:<br />
1 stock at MDKK 18<br />
The capital stock has been reduced by MDKK 2 in connection with annulment of own stock during the fiscal year 2008/09.<br />
The capital stock has remained unchanged during the preceding four years.<br />
Notes 33
12. Deferred tax<br />
Consolidated<br />
Parent company<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Deferred tax at 1 March 110,028 100,641 117,256 106,277<br />
Foreign currency translation adjustments (169) (148) 0 0<br />
Adjustment for the year 10,202 9,535 9,324 10,979<br />
Deferred tax at 28 February 120,061 110,028 126,580 117,256<br />
Recognized as follows:<br />
Deferred tax asset (5,403) (6,339) 0 0<br />
Deferred tax 125,464 116,367 126,580 117,256<br />
120,061 110,028 126,580 117,256<br />
Deferred tax relates to:<br />
Intangibles 106,188 101,370 106,188 101,370<br />
Property, plant, and equipment 26,494 21,066 26,348 20,818<br />
Current assets 21,698 17,628 21,728 17,356<br />
Provisions (609) (1,161) 0 0<br />
Liabilities other than provisions (4,194) (5,050) (2,059) (3,391)<br />
Tax loss carryforward (29,516) (23,825) (25,625) (18,897)<br />
120,061 110,028 126,580 117,256<br />
<strong>13</strong>. Long-term liabilities other than provisions<br />
Consolidated<br />
Current share Loans<br />
Long-term of long-term outstanding<br />
DKK thousand liabilities liabilities after 5 years<br />
Employee bonds 7,381 7,509 0<br />
Mortgage banks 167,799 80,556 0<br />
Credit institutions 223,794 3,106 199,231<br />
398,974 91,171 199,231<br />
Parent company<br />
Employee bonds 7,381 7,509 0<br />
Mortgage banks 167,799 80,556 0<br />
Credit institutions 223,794 3,106 199,231<br />
398,974 91,171 199,231<br />
34 Notes
14. Corporate tax payable<br />
Consolidated<br />
Parent company<br />
DKK thousand <strong>2012</strong>/<strong>13</strong> 2011/12 <strong>2012</strong>/<strong>13</strong> 2011/12<br />
Corporate tax payable at 1 March 856 (1,177) 0 0<br />
Tax for the year/joint taxation contribution 3,047 2,282 1,422 (355)<br />
Corporate tax paid during the year (2,512) (249) (1,289) (33)<br />
Transferred to intra-group balances (<strong>13</strong>3) 0 (<strong>13</strong>3) 388<br />
Corporate tax payable at 28 February 1,258 856 0 0<br />
Recognized as follows:<br />
Corporate tax receivable (287) (542) 0 0<br />
Corporate tax payable 1,545 1,398 0 0<br />
1,258 856 0 0<br />
15. Contingent liabilities and security 20<strong>13</strong> <strong>2012</strong> 20<strong>13</strong> <strong>2012</strong><br />
Contingent liabilities<br />
Lease liabilities (operating leases) falling due within five years 25,943 22,529 9,338 9,364<br />
Lease guarantee in the period until 31 March 2014 2,000 4,100 2,000 4,100<br />
The Group’s Danish companies are jointly liable for<br />
joint registration of VAT<br />
Terma A/S and thereby the Terma Group is a party in individual<br />
controversies with customers. It is the opinion of the Executive<br />
Management that the outcome of these proceedings will not affect the<br />
Group’s and Parent Company’s financial position apart from the assets<br />
and liabilities recognized in the Balance Sheet at 28 February 20<strong>13</strong>.<br />
Security<br />
The following assets have been provided<br />
as security for mortgage banks:<br />
Carrying value of land and buildings 220,222 227,075 220,222 227,075<br />
Other property, plant, and equipment estimated to be comprised by the<br />
collateral, cf. the provisions of the Danish Registration of Property Act <strong>13</strong>2,609 144,527 <strong>13</strong>2,609 144,527<br />
Terma A/S – acting as the Parent Company – has issued a letter of<br />
intent to third parties in connection with the establishment of credit<br />
facilities for its subsidiaries at a total amount of DKK 25,701 thousand.<br />
Included in cash and cash equivalents are deposit accounts which<br />
are released upon delivery to customers 65,919 63,725 65,919 63,725<br />
16. Related parties<br />
Terma A/S is a wholly owned subsidiary of Thrige Holding A/S, which is wholly owned by the Thomas B. Thrige Foundation.<br />
Terma A/S’ related parties exercising significant influence comprise the Board of Directors, the Executive Management, managerial staff,<br />
and their family members, Further, related parties comprise companies in which the above-mentioned persons have substantial interests.<br />
Apart from the intra-group transactions which have been eliminated in the consolidated financial statements and the usual remuneration<br />
and emoluments, no transactions have been concluded relative to the Board of Directors, Executive Managers, managerial staff, major<br />
stockholders, or other related parties.<br />
Notes 35
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