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INDEX INDEXnetwork suppliers and the effect of thecompany's focus on sales to network operatorsw<strong>here</strong> sales have gone up by 59%relative to 2010.Within HVAC, revenue was stable withgrowth of 2% in <strong>2011</strong> relative to 2010,and the development was marked by thegenerally low growth in Europe.Increased sales efforts and ongoing productdevelopment are important competitionparameters for <strong>Dantherm</strong>. The salesand development organisation was t<strong>here</strong>foreexpanded in <strong>2011</strong>, which is the mostimportant reason for the increasing fixedcosts. The investment in sales and developmentstaff is an important prerequisitefor the company's continued growth inthe coming years.In <strong>2011</strong>, the operating profit (EBIT)amounted to DKK 22.5m, correspondingto 4.1% of revenue against 1.5% of revenuein 2010.Facts about ChinaMost Telecom products are manufacturedat <strong>Dantherm</strong>'s factory in Suzhou, China.The products are sold in Asia and the restof the world.The Chinese company was establishedin 2001 and has around 200 employeeswithin sales, service, development, productionand administration. This makesthe company the second-largest in thegroup.The profit from continuing operationsbefore tax amounted to DKK 9.8m in <strong>2011</strong>against a loss of DKK 44.5m in 2010.The management is satisfied with thedevelopment in <strong>2011</strong> following the turnaroundin 2010.Capital structure and cash flows<strong>Dantherm</strong>'s equity, balance sheet and netinterest-bearing debt are roughly on a parwith figures at the end of 2010. At the endof <strong>2011</strong>, the equity interest amounted to28.0% against 28.4% at the end of 2010.In <strong>2011</strong>, equity was negatively affected byDKK 3.1m as a result of foreign currencytranslation adjustments and adjustmentof interest rate swaps in respect of thebuilding financing in Skive.At the company's general meeting inApril <strong>2011</strong>, it was decided to carry outa capital reduction which among otherthings opens up the possibility of payingdividend to the shareholders in future ifthe criteria in the dividend policy are met.At the end of <strong>2011</strong>, the net interestbearingdebt amounted to DKK 187.1mand is on a par with the level at end of2010. The net interest-bearing debt includesfinance lease commitments andmortgage debt of DKK 113.5m. The net interest-bearingdebt was 4.3 times EBITDAat the end of the year and was reducedfrom 5.9 times at the end of 2010.4.1%<strong>Dantherm</strong>'s profit margin improvedfrom 1.5% in 2010 to 4.1% in <strong>2011</strong>.In 2010, <strong>Dantherm</strong> concluded an agreementwith its primary credit institutionswhich expires on 1 May 2012. All covenantshave been met throughout theagreement term. In February 2012, theagreement was re-negotiated, and thecredit institutions granted a two-year extensionuntil 1 May 2014. The agreementis expected to contain sufficient creditlimits for the group’s operations and strategydevelopment during the agreementterm.Despite revenue growth of 18%, workingcapital was on a par with the figure at theend of 2010, constituting 17% of revenuein <strong>2011</strong> against 20% of revenue in 2010.Cash flow from operating activities improvedin <strong>2011</strong> and amount to DKK 19.8magainst DKK 3.2m in 2010.<strong>Dantherm</strong> PowerThe activities in <strong>Dantherm</strong> Power comprisethe development and sale of backuppower systems, primarily within Telecom,and micro CHP units for private householdsbased on fuel cell technology. <strong>Dantherm</strong>'sownership share in the companyis 38% and is treated as an associate.The company's business developmentcontinued its positive course in <strong>2011</strong>, withrevenue doubling to DKK 30m relative to2010.In <strong>2011</strong>, <strong>Dantherm</strong> Power concluded acooperation agreement with Delta PowerSolutions (India) on marketing fuel cellproducts to the Indian telecom industry.The company has also delivered a 150kilowatt fuel cell generator to AngloAmerican Platinum Limited (South Africa),which was used at the COP 17 climatesummit in Durban. <strong>Dantherm</strong> Power'sparticipation in the 'Dansk Mikrokraftvarme'project continued as planned, andin <strong>2011</strong> the first 24 micro CHP units weredelivered and installed in private homesin southern Jutland.Operations and cash flow in <strong>Dantherm</strong>Power remain negative, and the companyt<strong>here</strong>fore received funding from theshareholders in <strong>2011</strong>, of which <strong>Dantherm</strong>extended a convertible loan to the companyof DKK 9.1m.The company's business is expected todevelop positively in 2012.20 millionCash flows from operating activitiesamounted to DKK 20m in <strong>2011</strong>.Discontinued operationsAt the end of 2009, <strong>Dantherm</strong>'s managementlaunched a process concerning thedivestment of companies and activitiesthat were not core activities. In 2010,Danamics ApS, the activities in T&OStelectric A/S (name changed to StelectricEjendomme A/S) and <strong>Dantherm</strong> AirHandling Pte. Ltd. were divested, as wasthe business area <strong>Dantherm</strong> Filtration inorder to strengthen the capital base.The sale of the activities in Stelectric EjendommeA/S in 2010 comprised only theoperating activities, and <strong>Dantherm</strong> thusremained owner of the company, includingthe property in Randers with relatedfinancing.At the end of <strong>2011</strong>, <strong>Dantherm</strong> divestedStelectric A/S with the subsidiary StelectricEjendomme A/S, which concludesthe process of divesting these non-coreactivities.The loss from discontinued and discontinuingoperations in <strong>2011</strong> amounted toDKK 1.4m against DKK 1.9m in 2010. Thesale of Stelectric A/S and Stelectric EjendommeA/S led to a lower balance sheettotal and improved the equity ratio byaround 2%.CFO<strong>Dantherm</strong>'s CFO Mikael Tange Andersenpassed away on 12 March <strong>2011</strong> after ashort and serious illness at the age of only40.Mikael Tange Andersen had been head ofthe group's finance function since 1 September2005 and joined <strong>Dantherm</strong> A/S'sExecutive Board on 2 November 2009.Mikael Tange Andersen will be rememberedas a highly respected employeeand colleague who made a significantcontribution to <strong>Dantherm</strong>'s development,including the restructuring completed in2010.Bjarke Brøns was appointed new CFO inApril <strong>2011</strong>.Bjarke Brøns, aged 36, has an MSc in BusinessAdministration and Auditing and isa state-authorised public accountant. Hehas been with the group for five years.10 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 11


INDEX INDEXgrowth and strategic development in <strong>2011</strong>Revenue growth within Telecom came to 44%, andthe planned strategic activities were implemented."<strong>2011</strong> was a good year for <strong>Dantherm</strong>'s Telecomactivities with growth in revenue, an improvedmarket position with the network suppliers andconsiderable growth in sales to the networkoperators.telecomActivities within the Telecom businessarea are caried out by the companies inChina, Denmark, the USA, Sweden, Norwayand Poland, with the CEO of thebusiness area being based in China. MostTelecom products are manufactured inChina with local production in Denmarkand the USA. The products are sold globally.<strong>Dantherm</strong>'s products and solutions compriseclimate control of electronics andbatteries in radio base stations and othertelecom infrastructure. The productsensure seamless wireless communicationregardless of climate conditions andpower outages.Market development<strong>Dantherm</strong>'s market within Telecom compriseswireless communication as well astraditional cable-based communication.Global growth is driven by wireless communicationw<strong>here</strong> for example smartphonesand tablet PCs are creating arapidly growing need for radio capacity tohandle increasing data volumes.At the end of <strong>2011</strong>, the number of mobilesubscribers worldwide is expected to bearound 5bn. The number of subscribersgrew by approx. 800m in <strong>2011</strong>, primarilyin India and China.The growth is driven by increased datatraffic created by streaming video, amongother things. Most recently, mobile voicerecognition has led to a doubling of datavolumes as compared to phones withoutthis feature. New technologies and usagepatterns are expected to be introduced inthe coming years, which will increase datavolumes and put further strain on theinfrastructure.The rapid growth in the transmitted datavolumes has forced operators to continuouslyexpand their capacity. Apartfrom the primary technological platformknown as 3G, t<strong>here</strong> is an increasing focuson the latest 4G technology which is betterat handling large data volumes. Theroll-out of this technology has begun inthe USA, Europe and Japan, and othermarkets are expected to follow in thecoming years.SuzhouMost of Telecom's products are manufacturedin the city of Suzhou in China,also known as the Venice of the East.In addition to an expansion of the infrastructureto allow handling of the growingdata traffic, t<strong>here</strong> is a growing marketfor replacement cooling solutions in existingradio base stations w<strong>here</strong> new coolingunits can reduce energy consumption.The demand is driven by a desire toreduce energy consumption as well as aThe Telecom market is expected to be characterisedby growth, which provides a good foundationfor <strong>Dantherm</strong>'s future activities."Revenue – accumulated per quarterDKKmKristian AskegaardCEO, Telecom300250200150100500Q1Q2 Q3 Q4<strong>2011</strong> 201014 <strong>Dantherm</strong> Annual Report <strong>2011</strong>Annual Report <strong>2011</strong><strong>Dantherm</strong>15


INDEX INDEXnumber of political goals for cutting CO2emissions.In the coming years, the growth is expectedto be further strengthened bycommunication which not only comprisesmobile phones but also other unitssuch as surveillance systems, tele medicin,smart grids, cars, road systems and whitegoods.800 millionThe number of global mobile subscribersgrew by approx. 800m in <strong>2011</strong>.The combined Telecom market which isrelevant to <strong>Dantherm</strong> is estimated to havea value of approx. DKK 3bn.Customers and productsTelecom customers include network suppliersand network operators.Within network suppliers, t<strong>here</strong> are siximportant global customers. <strong>Dantherm</strong> isan authorised supplier to all these companiesand supplies a wide range of climatecontrol products within this marketsegment. The products are typically customisedto the individual customer, andthe market is characterised by high entrybarriers and rapid technological advances.The network operator market is morefragmented, and customers tend to operatelocally. The network operators buynew radio base systems from the networksuppliers and replace existing equipmentwhich they buy from the networksuppliers, integrators or companies suchas <strong>Dantherm</strong>. The products sold to thiscustomer group tend to be standardproducts.<strong>Dantherm</strong>'s product portfolio comprises anumber of technologies each capable ofmeeting varying climate conditions andcustomer requirements. In recent years,<strong>Dantherm</strong> has focused on developing anumber of climate control products withimproved energy efficiency.The portfolio comprises free cooling, heatexchangers, thermosiphon, air conditioners,peltier modules and products whichcombine the different technologies inorder to reduce energy consumption.The products are based on deep insightsinto thermodynamics combined withmechanics, electromechanics, electronicsand software. The individual solutionsare developed and manufactured by<strong>Dantherm</strong> and undergo rigorous testingto guarantee performance, quality andservice life.Development in <strong>2011</strong>Telecom revenue amounted to DKK 265min <strong>2011</strong> against revenue of DKK 184m in2010, up 44%. The growth can beascribed to general market growth andan increased market share within networksuppliers and operators.For a number of years, <strong>Dantherm</strong> hasbeen among the leading suppliers tothe global network suppliers. <strong>Dantherm</strong>improved its market position with severalcustomers in <strong>2011</strong>, and revenue grew by40% relative to 2010. Sales to the networksuppliers are traditionally subject to fluctuations.A temporary slowdown in demandfor new equipment affected salesnegatively at the end of <strong>2011</strong>. The lowerdemand is expected to continue in Q12012, after which the market is expectedto see renewed growth.<strong>Dantherm</strong>'s sales to the network operatorshave historically been limited and locallybased, primarily with sales in the USAand Northern Europe. In <strong>2011</strong>, revenuegrew by 59% relative to 2010. <strong>Dantherm</strong>also invested in expanding its sales force,particularly in the USA and EMEA. In Denmark,China and the USA, <strong>Dantherm</strong> alsoexpanded the development organisationwhich focuses on developing the productportfolio. Sales to the network operatorsare not subject to such large fluctuationsas sales to the network suppliers and thussaw more stable growth in <strong>2011</strong>.700,000+cooling solutions have been deliveredby <strong>Dantherm</strong> to the Telecommarket since 1994.StrategyThe strategic activities within Telecombuild on the activities launched in <strong>2011</strong>.As far as sales to the network suppliers areconcerned, focus will still be on increasingthe market share through key accountsales and targeted development efforts.As regards the network operators, focus ison a continued expansion of their marketcover and on continuous product developmentfocusing on energy-efficientsolutions.In order to maintain and expand themarket position, the development andproduction processes focus on using jointcomponents which can increase the volumeand t<strong>here</strong>by cut costs.new air conditioner<strong>Dantherm</strong> will launch a new air conditionerseries globally in 2012.The air conditioner series is aimed at themarket for Telecom radio base stations inareas with unstable power supply suchas Africa.These radio base stations are operated byrenewable energy sources such as wind,solar or fuel cells.flexibox<strong>Dantherm</strong>'s Flexibox product utilisesthe cooling capacity of outside air in anenergy-efficient way. This free-coolingtechnology significantly reduces energyconsumption by as much as 95% whencombined with other <strong>Dantherm</strong> products.This makes Flexibox the perfect coolingsolution in a market with ever-increasingenergy prices. Sales of the product serieshave started on the North American marketunder the slogan 'let nature do thework.'16 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 17


INDEX INDEXMarket developments within Dehumidificationare affected by levels of activitywithin the construction sector in Europeand the need for dehumidification, for examplein connection with flooding.Ventilation and heat recovery forswimming pools and indoor comfort(DanX Ventilation)Within the DanX Ventilation area, <strong>Dantherm</strong>supplies large ventilation systemsused in swimming pools and buildingssuch as shopping centres and cinemasrequiring frequent air exchange. <strong>Dantherm</strong>'sproduct portfolio comprisesflexible solutions based on a modularconcept. Quality, performance and energyefficiency are important purchasingcriteria for the customers.The customers within the business areainclude contractors, public authoritiesand fitness chains, and the products areto some extent sold via dealerships. Themain markets are the Nordic countries,the UK, Poland and Russia.Market developments within DanX Ventilationare affected by levels of activitywithin the construction sector in Europeand the growing focus on energy efficiency.Ventilation and heat recovery forhomes (Domestic ventilation)<strong>Dantherm</strong>'s domestic ventilation productsare based on high-performance heatexchangers and intelligent controls ofown manufacture. <strong>Dantherm</strong> has investedin fully automated production equipmentfor manufacturing counterflowheat exchangers and has one of the mostenergy-efficient products on the market.The products are sold via European dealersto contractors and fitters, and <strong>Dantherm</strong>also sells private label products tolarge customers.The markets are growing as a result of theincreasing focus on energy savings andon improving the indoor climate of privatehomes, both when renovating existinghomes and when building new ones.Market developments are also driven byenergy consumption laws. The marketsare affected by general developments inthe European economy. This means thatthe construction sector, including the31%growth in revenue within domestic ventilationfrom 2010 to <strong>2011</strong>.renovation market, is currently seeing lowlevels of activity.The combined HVAC market which isrelevant to <strong>Dantherm</strong> is estimated to havea value of at least DKK 2.0bn.Developments in <strong>2011</strong>HVAC revenue amounted to DKK 285min <strong>2011</strong> against revenue of DKK 281min 2010, up 2%. The low growth can beattributed to market developments, includingthe general economic downturnin Europe. In <strong>2011</strong>, <strong>Dantherm</strong> sold HVACproducts to more than 1,000 customers in50 countries. The largest markets are Denmark,Norway, the UK, Germany, Franceand Russia.Revenue within Defence, Dehumidificationand DanX Ventilation was relativelystable in <strong>2011</strong> as compared to 2010. Thelack of growth within Defence is due toa low investment level within the armedforces in Europe, while revenue within stationarydehumidification and DanX Ventilationwas affected by lower activity levelswithin the construction sector.Within Domestic ventilation, <strong>Dantherm</strong>realised growth in revenue of 31% relativeto 2010, which is primarily attributableto positive developments in the Germanand the Danish markets. The growth is t<strong>here</strong>sult of an increasing focus on indoorclimate and energy, although growth iscurrently lower than expected.In <strong>2011</strong>, <strong>Dantherm</strong> focused on steppingup its sales efforts by expanding its salesorganisation and broadening its dealercover. Furthermore, in order to maintainand expand <strong>Dantherm</strong>'s market position,a number of new Defence and DanX Ventilationproducts were launched in <strong>2011</strong>,while the product development organisationin Denmark was also expanded.StrategyThe strategic activities within HVAC buildon the activities launched in <strong>2011</strong>.The activities in 2012 continue to focuson increasing market share throughintensified sales efforts, partly through<strong>Dantherm</strong>'s own sales organisation, partlythrough an expansion of the dealer networkin selected European countries andfinally through the conclusion of agreementswith new private label customers.ACM 11The latest mobile cooling unit withinDefence was presented at the DSEItrade fair in London in <strong>2011</strong>.Continuous product development is andwill remain an important competition parameterfor <strong>Dantherm</strong> in all businessareas. The coming years will see thelaunch of new products in accordancewith the development plans for the individualbusinesses.domestic ventilation<strong>Dantherm</strong>'s domestic ventilation productsare among the most energy-efficient onthe market and ensure a healthy indoorclimate by reusing as much as 80% of theheat in the air.The unit is typically installed in the ceilingor in a cupboard and can be remotecontrolled.DanX 2 – designed for energy efficiencyIn <strong>2011</strong>, <strong>Dantherm</strong> developed an evenmore efficient and economical littlebrother for the large ventilation systems,DanX 2, designed specifically for use inhotels, wellness centres and private poolrooms.DanX 2 is a complete solution with focuson optimum comfort and low operatingcosts, and is designed for optimum energyefficiency.20 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 21


INDEX INDEXSHAREHOLDER INFORMATIONthe <strong>Dantherm</strong> shareIn general, the share markets saw negativedevelopments in <strong>2011</strong> due, amongother things, to the unstable economy.In <strong>2011</strong>, the highest and lowest price ofthe <strong>Dantherm</strong> share was DKK 21.9 andDKK 13.9, respectively. At the end of thefinancial year, the share price was DKK13.9 against DKK 18.0 in 2010. This correspondsto a fall of 23% relative to theend of 2010 compared with a 29% dropin the Small Cap Index. At the end of thefinancial year, the company's market valuewas DKK 100m compared to DKK 129m atthe end of 2010.Trading in the <strong>Dantherm</strong> shares amountedto DKK 16m in <strong>2011</strong> against DKK 46min 2010.Share capital<strong>Dantherm</strong>'s share capital was DKK71,905,740 at the end of <strong>2011</strong>. 7,190,574shares were listed with a nominal value ofDKK 10, each carrying one vote.Dividend policy<strong>Dantherm</strong>'s dividend policy is to allocateapprox. 30% of the consolidated net profitfor the year to the shareholders – withdue account being taken at all times ofthe group's expansion plans and financialand cash position. The company also aimsto maintain an equity interest of at least30%.At the general meeting in <strong>2011</strong>, a decisionwas made to reduce the company'sshare capital to ensure that it is possibleto pay dividend to the shareholders in accordancewith the dividend policy goingforward.The Board of Directors proposes that nodividend be paid for <strong>2011</strong>.Shareholder compositionAt the end of the financial year, <strong>Dantherm</strong>had approx. 3,800 registered shareholders,which corresponds to a fall of approx. 250shareholders during <strong>2011</strong>. A total of 90%of the share capital in <strong>Dantherm</strong> was heldby registered shareholders at the end of<strong>2011</strong>.The following shareholders are includedin the company's register under Section55 of the Danish Companies Act(Selskabsloven). The stated ownershippercentages are those registered by thecompany as at 31 December <strong>2011</strong>.- D. F. Holding, Skive A/S, Denmark - 18%- Hans R. Olsen, UK - 11%- Nils R. Olsen, Denmark - 11%- Treasury shares - 1%- Other shareholders - 59%Treasury sharesThe Board of Directors of the companyhas been authorised by the generalmeeting to let the company buy treasuryshares up to a total nominal value of 10%of the share capital. The considerationpaid must not deviate by more than 10%from the share price listed at the time ofthe purchase. This authorisation is validuntil the <strong>annual</strong> general meeting in 2016.The group held 80,526 treasury shares asat 31 December <strong>2011</strong>, corresponding to1.1% of the share capital. The holding oftreasury shares is unchanged relative to31 December 2010.90%of <strong>Dantherm</strong>'s shareholders are registeredshareholders and automaticallyreceive invitations to general meetings.Website<strong>Dantherm</strong> encourages investors andother interested parties to visit the company'swebsite www.dantherm.com.It is also possible to request electronicinformation about the company from thewebsite. This service is also available tointerested parties who are not shareholders.The present <strong>annual</strong> <strong>report</strong> is availableat www.dantherm.com, w<strong>here</strong> furtherinformation about the group can also befound. All the company's registered shareholdersreceive a written invitation to thegeneral meeting.Internal regulations aboutinsider knowledge and tradingin the company's sharesIn accordance with the Danish SecuritiesTrading Act (Værdipapirhandelsloven),<strong>Dantherm</strong> maintains an insider registerlisting people who are considered tobe privy to insider knowledge of thecompany by virtue of their position. Thecompany has prepared a set of internalregulations for these people and theirrelated parties. The people covered bythe internal regulations are members ofthe Board of Directors and the ExecutiveBoard, and employees of <strong>Dantherm</strong> A/S.The regulations also apply to people outside<strong>Dantherm</strong> who work for or representthe company and to employees in any<strong>Dantherm</strong> subsidiary whose positionsare expected to entail access to insiderknowledge covered by the regulations.The people specified above are onlypermitted to buy and sell <strong>Dantherm</strong>shares for a period of four weeks after thepublication of the company's <strong>annual</strong> andinterim financial <strong>report</strong>s. The Board ofDirectors considers at its meetingswhether t<strong>here</strong> are any matters that wouldprevent members from buying or selling<strong>Dantherm</strong> shares in the prescribed period.Company announcements published areavailable on the company's website www.dantherm.com.<strong>Dantherm</strong>'s share price vs Small CapInsider shareholdings<strong>Dantherm</strong> shares held by insiders andtheir related parties as at 31 December<strong>2011</strong> are shown in the table to the right.D. F. Holding, Skive A/S is subject to thesame trading restrictions as the companyand its Board of Directors.Insider group Number of shares Market value (DKK '000)Board of Directors and841,607 15,149Executive BoardOther insiders 998,231 17,968Total 1,839,838 33,117DKK22.020.919.818.717.616.515.414.313.212.111.0Jan <strong>2011</strong><strong>Dantherm</strong>Small CapJuly <strong>2011</strong>Dec <strong>2011</strong>22 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 23


INDEX INDEXInvestor relations policy<strong>Dantherm</strong> aims to pursue an open informationpolicy in relation to all externalstakeholders.By providing information about the company'sactivities, strategies, expectationsand risk position, <strong>Dantherm</strong> seeks toprovide the share market with an objectivefoundation for pricing the company'sshares.The management is positive about participatingin meetings with investors,stockbrokers, share analysts, financialjournalists etc. in order to provide up-todateinformation on the company's strategyand activities. However, in order tocomply with its information obligations,<strong>Dantherm</strong> does not wish to participatein investor meetings for a period of threeweeks prior to the publication of financialstatements.29 MarchThe <strong>annual</strong> general meeting will beheld on Thursday, 29 March 2012 at 3pm in the company's offices at Marienlystvej65, Skive, Denmark.To keep the company's shareholdersand stakeholders in the financial marketinformed, the management will as aminimum publish quarterly <strong>report</strong>s viaNASDAQ OMX Copenhagen. In order tocomply with these formal and informalcommitments to the share market (includingNASDAQ OMX Copenhagen), themanagement will also immediately publishinformation about important eventswhich may be assumed to be material tothe pricing of the <strong>Dantherm</strong> share.All registered shareholders in <strong>Dantherm</strong>will automatically receive invitations togeneral meetings.The website www.dantherm.com is updatedregularly and expanded to includerelevant information to help present anup-to-date picture of the group.Investor relations contactTorben DuerPresident & CEOTel.: +45 99 14 90 00financial calender for 2012Announcement of financial statements <strong>2011</strong> 28 February 2012General meeting29 March 2012Interim <strong>report</strong> Q1 1 May 2012Interim <strong>report</strong> Q2 22 August 2012Interim <strong>report</strong> Q3 31 October 2012A Flexibox installation at a site in Canada is shown above. The customer chose a Flexibox solution due to the huge energy savings comparedwith existing air-conditioning systems. The installation shown is a Flexibox combined with an existing Air Conditioner.24 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 25


INDEX INDEXcorporate governanceThe Board of Directors and the ExecutiveBoard of <strong>Dantherm</strong> A/S strive to ensuregood corporate governance. Endeavoursare made at all times to ensure that thegroup's management structure and controlsystems are expedient and satisfactory.At the company's website (http://www.dantherm.com/Investors/Corporate_Governance.aspx),a statement can be foundwhich, in accordance with the updatedrecommendations on corporate governancefrom NASDAQ OMX Copenhagenof August <strong>2011</strong>, describes the company'scompliance with the individual recommendationsas well as setting out themanagement's comments on the individualrecommendations.In the opinion of the Board of Directors,the recommendations on corporate governanceare complied with by <strong>Dantherm</strong>,with the exceptions in recommendationsRecommendation4.14The Committee recommends that the supreme governing body <strong>annual</strong>lydiscuss the company's activities to ensure diversity at managementlevels, including equal opportunities for both sexes, and that thesupreme governing body set measurable objectives and in the managementcommentary in the <strong>annual</strong> <strong>report</strong> and/or on the company'swebsite give an account of both the objectives and the progress madein achieving the objectives.5.10.3, 5.10.7 and 5.10.8:The Committee recommends that the supreme governing bodyestablish an actual audit committee, a nomination committee and aremuneration committee.no. 4.1.4 and 5.10, see the overviewbelow.Composition and duties of theBoard of DirectorsThe Board of Directors has seven membersof whom four are elected for a periodof one year at a time at the <strong>annual</strong> generalmeeting, while three members areelected by <strong>Dantherm</strong>'s employees in Denmarkin accordance with Danish companylegislation. The employee representativeshave the same rights and obligations asthe members elected by the <strong>annual</strong> generalmeeting and are elected for a periodof four years. The most recent electionamong the employees was held in <strong>2011</strong>.More than half of the members of theBoard of Directors elected at the <strong>annual</strong>general meeting are independent of thecompany.The Board of Directors carries out an <strong>annual</strong>assessment of the composition of<strong>Dantherm</strong>'s practicethe Board of Directors and the way itworks and carries out its duties, amongother things. This includes evaluating thecooperation between the Board of Directorsand the Executive Board. The selfassessmentis carried out by the chairmanof the Board of Directors and is based onquestionnaires and oral discussions. T<strong>here</strong>sults of the assessment are discussed bythe Board of Directors.As part of the Board of Directors' selfassessment,an assessment is made of thecomposition of the Board of Directors,including for example a consideration ofdiversity and the need for special competencies.The Board of Directors is composedof experienced corporate sector individualswith a professional backgroundand practical experience that match thechallenges facing the group.Further information about the compositionand competencies of the Board ofActivities and principles concerning diversity at management levels are beingincorporated in the employee policies.No specific diversity targets have been defined at management levels, but effortsare made to ensure equal opportunities for everyone.Based on the current size of the group and the Board of Directors, it is assessedby the Board of Directors that it is not expedient to appoint boardcommittees, but that the joint Board of Directors is the natural place for discussions.Directors can be found in the <strong>annual</strong> <strong>report</strong>'ssection on the Board of Directors.The Board of Directors convenes at leasteight times a year according to a fixedmeeting schedule. One of these meetingsis dedicated to discussing the group's objectivesand strategies. The Board ofDirectors may also call extraordinarymeetings if the circumstances demand it.Eight board meetings were held in <strong>2011</strong>.The Board of Directors' rules of procedureform the basis of its work. The rules of procedureare updated at least once a year.2002<strong>Dantherm</strong> was listed on the CopenhagenStock Exchange in 2002 and currentlyhas approx. 3,800 shareholders.Remuneration policyThe Board of Directors discusses andregularly assesses the principles of remunerationof the Executive Board to ensurethat they comply with the commonpractice for comparable companies andreflect the efforts required.To ensure matching interests betweenthe Executive Board, executive employeesand the shareholders, an agreement hasbeen made for bonus pay which mayconstitute up to 40% of the basic pay. Thepayment of bonus is conditional uponthe fulfilment of a number of agreed objectives.No extraordinary severance programmeshave been agreed with the Board ofDirectors, the Executive Board or executiveemployees. Some members of theexecutive employees are entitled to compensationin the event of an acquisitionor takeover by an external company.The Board of Directors receives a fixedremuneration. Remuneration may also bepaid for ad hoc work, which was not thecase in <strong>2011</strong>.In 2007, the group established a two-yearshare option programme for members ofthe Executive Board and a small numberof executive employees. In 2009, theBoard of Directors decided not to continuethe programme.The remuneration paid to the managementis described in further detail in anote to the <strong>annual</strong> <strong>report</strong>.Internal control and risk managementsystems in connectionwith financial <strong>report</strong>ingThe Board of Directors and the ExecutiveBoard are overall responsible for the<strong>Dantherm</strong> group's risk management andinternal controls in connection with thefinancial <strong>report</strong>ing process. The Board ofDirectors and the Executive Board are alsooverall responsible for ensuring compliancewith relevant legislation and otherrules and regulations relating to financial<strong>report</strong>ing.The Board of Directors and the ExecutiveBoard make a priority of continuallyensuring good risk management andinternal controls in connection with thefinancial <strong>report</strong>ing process.The group's risk management and internalcontrols are designed to effectivelymanage and eliminate the risk of errorsand omissions in connection with thefinancial <strong>report</strong>ing.The group's risk management and internalcontrol systems in relation to thefinancial <strong>report</strong>ing will provide reasonable,but not absolute, assurance thatmisappropriation of assets, losses and/or significant errors and omissions in thefinancial <strong>report</strong>ing are avoided.The Board of Directors and the ExecutiveBoard regularly assess significant risks andinternal controls in relation to the group'soperations and their potential impact onthe financial <strong>report</strong>ing process.<strong>Dantherm</strong> A/S has decided to publishthe full description of the main elementsin the company's internal control andrisk management systems in connectionwith the financial <strong>report</strong>ing process onthe company's website (http://www.dantherm.com/Investors/Corporate_Governance/Risk_Management.aspx).26 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 27


INDEX INDEXcorporate social responsibilityA considerable part of <strong>Dantherm</strong>'sbusiness focuses on delivering energyoptimisingsolutions, and corporate socialresponsibility plays a major role at <strong>Dantherm</strong>,forming an integrated part of itsbusiness and corporate culture.<strong>Dantherm</strong> prepared a CSR policy in <strong>2011</strong>,which has been considered and approvedby the Board of Directors.<strong>Dantherm</strong> has adopted policies on HRand social issues as well as policies onthe environment and the climate. Goingforward, <strong>Dantherm</strong> will continue its CSRwork by adopting policies and guidelinesin areas w<strong>here</strong> <strong>Dantherm</strong> exerts actualinfluence and w<strong>here</strong> the company canmake a significant difference taking intoaccount a healthy financial developmentof <strong>Dantherm</strong>'s operations.dantherm's csr policy<strong>Dantherm</strong> is a responsible companywhich recognises the group's duty tocontribute to sustainable development.<strong>Dantherm</strong> finds that t<strong>here</strong> is a good correlationbetween responsible conductand improving the group's growth andearnings.We utilise our technical know-how to provideour customers with new knowledgethrough professional collaboration, andwe develop energy-optimising solutionsand products for the benefit of our customersand the environment.The corporate social responsibility activitiesare based on the United NationsGlobal Compact initiative – the ten principlesin the areas of human rights, labour,environment and anti-corruption.HR and social issuesThe group wants to ensure a healthy andsafe working environment for its employeesand has implemented a number ofinitiatives with a view to living up to thegoals defined. In addition to training andprofessional development, <strong>Dantherm</strong>offers schemes focusing on the health ofits employees.Efforts are continuously being made tosafeguard the well-being of the employeesin the workplace. This is done, amongother things, through company surveysand specific employee development interviews.<strong>Dantherm</strong> wants to attract and retainqualified employees without taking intoaccount issues such as religion, gender,ethnicity or other matters without anybearing on the work performed. Closecollaboration has been established withpublic authorities in relation to work on atrial basis, flexible employment, integrationetc., and a number of employees areemployed through social labour marketefforts. A follow-up system has been establishedto continuously measure thisproportion of the workforce.<strong>Dantherm</strong> is also collaborating with educationalinstitutions with the aim of offeringstudents opportunities for practicaltraining. This forges good relations withpotential employees, and it helps studentsdecide on their future choice of job.Offering employees opportunities forboth professional and personal developmentplays an important role for <strong>Dantherm</strong>'sdevelopment, and the focus ist<strong>here</strong>fore on continuously launching bothinternal and external development andeducation and training programmes foremployees at all levels.Environment and climate<strong>Dantherm</strong> focuses on delivering energyoptimisingand environmentally friendlysolutions and products, and this is animportant part of the group's businessfoundation.<strong>Dantherm</strong> wishes to act responsibly inevery respect and to be a leader in environmentalsolutions and comply withall statutory requirements and industrystandards applying to the individual companiesin the group. As a part of this, <strong>Dantherm</strong>wants to implement environmentalimprovements which benefit both theinternal and the external environmentsand which help to ensure resource optimisationon as broad a scale as possible.<strong>Dantherm</strong>'s environmental policy aims toensure that the individual group companieschoose the most rational and environmentallyfriendly productionmethods and equipment, taking intoaccount both profitability and competitiveness.Environmental certifications communicatean ongoing integrated focus on ensuringboth general and specific improvementsto the companies' internal andexternal environments – including theworking environment. The group's primaryproduction companies in China andDenmark are certified in accordance withthe ISO 9001 quality management standardand the ISO 14001 environmentalmanagement standard. The non-certifiedcompanies are all subject to the group'sgeneral environmental policy.stationary dehumidifiers<strong>Dantherm</strong>’s product portfolio contributesto a comfortable indoor climate everyw<strong>here</strong>,from pool rooms in private homesand summer cottages to large swimmingpool complexes.Our stationary dehumidifiers ensure anoptimum indoor climate in small rooms,while DanX Ventilation is used for indoorswimming pools.With close to 40 years of experiencewithin dehumidification, <strong>Dantherm</strong> hasdelivered more than 300,000 productsover the years.passive house certificationThe <strong>Dantherm</strong> HC domestic ventilationseries has been certified in Germanyfor use in passive houses by the PassiveHouse Institute in Darmstadt, DeutschesInstitut für Bautechnik in Berlin and testedby Institut für GebäudeEnergetik in Stuttgart.This is a testimony to our units complyingwith the strictest requirements for energyefficiency, air-tightness, filter class, soundlevel, insulation class, frost protection,safety etc.28 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 29


INDEX INDEXRISK ASSESSMENT<strong>Dantherm</strong>'s activities involve a number ofcommercial and financial risks which mayimpact the group's activities and results.It is <strong>Dantherm</strong>'s objective – via establishedpolicies and procedures – tocounter and limit the risks which themanagement and the employees areable to influence through their actions.The risk management efforts are thus notbased on a wish to eliminate all risks; theobjective is rather to actively determinethe risks which can be accepted andcontrolled and the risks which must becompletely avoided.The Board of Directors discusses thegroup's risks once a year as a minimum.COMMERCIAL RISKSMarket developmentGeneral economic developments affect<strong>Dantherm</strong>'s revenue and results. Thegroup focuses on diversifying its activitiesto include more sectors and customergroups.CustomersSales within Telecom and Domestic ventilationare limited to a relatively smallnumber of customers who contribute aconsiderable share of consolidated revenue.A certain level of customer dependenceis t<strong>here</strong>fore seen in these businessareas.SuppliersIn the choice of suppliers of productsand components of critical importanceto the business, it is general group policyto have, whenever possible, at leasttwo suppliers to ensure independence,competitiveness and not least reliabilityof supply. When this is not possible, thegroup makes special agreements with t<strong>here</strong>levant suppliers to minimise the risk ofdelivery failure.EmployeesThe <strong>Dantherm</strong> group has a number of initiativeswhich are to contribute to developingand retaining individual employees.The group enters into contractual agreementswith executive employees andother key employees which may containboth non-competition clauses and bonusprogrammes to contribute to retainingthe employees t<strong>here</strong>by keeping theirknowledge in the company.Technological developmentThe <strong>Dantherm</strong> group operates in sectorscharacterised by ongoing technologicalproduct development. It is important forthe group that technological advancesare monitored to ensure that new productsare available to replace productswhich are reaching the end of their productlife cycle. To ensure future competitivenessand earnings, <strong>Dantherm</strong> engagesboth in innovation as such and also in theupgrading of its product programmes.FINANCIAL RISKSThe overall framework for managing thefinancial risks has been defined by theBoard of Directors. It is group policy toidentify and hedge all significant financialrisks in an expedient way and not toengage in active speculation in financialrisks.Reference is made to the description onthe website of the group's internal controland risk management systems in connectionwith the financial <strong>report</strong>ing process.Insurance policyRisks are hedged as far as possiblethrough insurance cover. The insurancepolicy is adjusted periodically togetherwith an independent insurance brokerand, each year, the Board of Directors assessesthe group's overall risks.64%of <strong>Dantherm</strong>’s debtor balanceis insured.Capital structure and financial resourcesOne element in the group's financialplanning is to always ensure the presenceof adequate financial resources, while atthe same time minimising capital costs.T<strong>here</strong>fore, the group seeks to organise itsfinancing so as to have adequate creditfacilities at its disposal.In 2010, <strong>Dantherm</strong> concluded an agreementwith its primary credit institutionswhich expires on 1 May 2012. All covenantshave been met throughout theagreement term. In February 2012, theagreement was re-negotiated, and thecredit institutions granted a two-year extensionuntil 1 May 2014. The agreementis expected to contain sufficient creditlimits for the group’s operations and strategydevelopment during the agreementterm.Currency risksIt is group policy to hedge significant currencyrisks arising from foreign currencycontracts w<strong>here</strong> the cash flow can bepredicted with sufficient accuracy. Theneed for hedging is assessed based on anindividual assessment of the contract andthe volatility of the currency.Translation risks relating to the valuationof foreign net investments are generallynot hedged. Capitalisation of the foreignsubsidiaries is targeted in order to reducethe translation risk.At regular intervals, the group's managementconsiders whether loans need to bearranged for balancing large net investmentsw<strong>here</strong> the interest on the currencyin question is lower than the interest onDKK. As a result of the group's internationalactivities, developments in exchangerates between DKK and the various <strong>report</strong>ingcurrencies of the consolidatedcompanies impact the operating profit/loss as measured in DKK. The total netposition in currencies other than DKK andEUR amounted to DKK 27m at the end of<strong>2011</strong> relative to a net liability of DKK 2m atthe end of 2010.Interest rate risksSome of the group's bank financing is inthe form of floating-interest loans. Thisinvolves a risk of changes in interest payments,both in the short and in the longterm. The company regularly assesses theexpediency of entering into agreementsto fully or partly hedge such interest raterisk. An agreement has t<strong>here</strong>fore beenmade which hedges the interest raterisk on the lease on the building in Skive,Denmark.At the end of <strong>2011</strong>, the fixed-rate portionamounted to 51% against 56% at theend of 2010. When hedging the floatinginterest-rate risk, changes in the interestmargin are not hedged. A 1 percentagepoint increase in interest levels will negativelyimpact the group's profit before taxby approx. DKK 1m.Credit risksThe financial situation of the company'sdebtors is assessed on a regular basis, andconsiderable debtor insurance is takenout in the individual companies. Overall,approx. 64% of the debtor balance as at31 December <strong>2011</strong> was insured against54% at the end of 2010.30 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 31


INDEX INDEXFinancial reviewRevenueIn <strong>2011</strong>, <strong>Dantherm</strong> posted revenue of DKK550.3m, up 18.4% on 2010. The realisedrevenue corresponds to the announcedoutlook for total revenue in the region ofDKK 550m.The growth in revenue is primarily realisedin the Telecom business area, whichrecorded growth of 44.1%. Revenuewithin HVAC was on a par with 2010.Costs of raw materials andconsumablesCosts of raw materials and consumablesincreased in step with the increase in revenue,and the contribution ratio in <strong>2011</strong>was roughly on a par with 2010.Other external expenses andstaff costsOther external expenses and staff costsincreased by 13% from 2010 to <strong>2011</strong>. Theincrease in costs can primarily be ascribedto increased activity levels and an increasein staff – primarily within sales anddevelopment.The average number of full-time employeesrose from 537 in 2010 to 585 in<strong>2011</strong>. Most of this expansion took placein China.Depreciation, amortisation,impairment losses and writedownsDepreciation, amortisation, impairmentlosses and write-downs for the year decreasedfrom DKK 22.6m in 2010 to DKK20.9m in <strong>2011</strong>. <strong>Dantherm</strong> possesses modernproduction facilities, and the fall indepreciation and amortisation is primarilyattributable to a low level of investment.Operating profit/loss (EBIT)The operating profit (EBIT) of the groupin <strong>2011</strong> was DKK 22.5m against DKK 6.9min 2010. The profit margin improved from1.5% in 2010 to 4.1% in <strong>2011</strong>.The realised EBIT is in line with the outlookannounced for an EBIT of DKK 20-25m.Share of profit/loss after taxin associatesThe results for <strong>2011</strong> were not affected by<strong>Dantherm</strong> Power, which is classified as anassociate. 2010 saw a negative impact onresults of DKK 30.7m, which, among otherthings, is attributable to a write-down ofthe equity investment of DKK 13.9m.Net financialsIn <strong>2011</strong>, net financials totalled a net expenseof DKK 12.8m against DKK 20.7min 2010. The decrease in net expensesis primarily attributable to lower fees in2010 incurred in connection with theconclusion of a bank agreement. In addition,<strong>2011</strong> saw income from a minorityshareholder's cancellation of debt as wellas interest income from customers.Profit/loss from continuingoperations before taxIn <strong>2011</strong>, <strong>Dantherm</strong>'s profit from continuingoperations before tax amounted toDKK 9.8m against a loss of DKK 44.5m in2010.The profit is in line with the outlook announcedfor a small profit before tax.Tax on profit/loss from continuingoperations for the yearTax on profit/loss from continuing operationsfor the year constituted an expenseof DKK 4.1m in <strong>2011</strong> against income ofDKK 2.6m in 2010. The tax expense is primarilyattributable to earnings in the Chineseand Norwegian companies, whichdid not have any tax loss carryforwards.<strong>Dantherm</strong> bases its recognition of taxassets on a prudent assessment, takingaccount of the rules on limitation and thetax rate of the relevant country. Deferredtax assets are recognised to the extent it isdeemed probable that a taxable incomewill be realised in the near future in orderto exploit temporary differences and unutilisedtax losses.At the end of <strong>2011</strong>, the <strong>Dantherm</strong> grouphad unrecognised tax losses of DKK 172m,which is on a par with the end of 2010.Net profit/loss for the yearfrom discontinuing and discontinuedoperationsThe net loss for the year from discontinuingand discontinued operations amountedto DKK 1.4m and concerns the divestmentof Stelectric A/S with the subsidiaryStelectric Ejendomme A/S.Net profit/loss for the yearOverall, a net profit for the year of DKK4.3m was posted against a loss of DKK43.9m in 2010.Developments in <strong>2011</strong> were satisfactoryfollowing the completed turnaround in2010, and the net profit for the year is ona par with the outlook.GoodwillAt the end of the year, goodwill of DKK69.5m was recognised in the balancesheet. This figure is unchanged relativeto the end of 2010. Goodwill concernsthe <strong>Dantherm</strong> Air Handling group, and atthe end of <strong>2011</strong> an impairment test wascarried out which did not result in anyimpairment.Other intangible assetsOther intangible assets primarily concerndevelopment projects relating tothe development of new products. As aresult of the group's focus on developingnew products, the value of developmentprojects in progress increased relative to2010.Property, plant and equipmentThe value of property, plant and equipmenttotalled DKK 134.5m against DKKRevenue and EBIT%DKKm3,000EBIT%5AssetsDKKm1,500equity, liabilities and equity ratioDKKmEquity ratio1,20035acm 11 - mobile cooling unitAfter a successful launch at the DSEI <strong>2011</strong>fair in September, the ACM 11 is nowready for worldwide roll-out.2,5002,0001,5001,0005000200720082009 2010 <strong>2011</strong>0-5-10-15-20-251,2501,0007505002500200720082009 2010 <strong>2011</strong>1,0008006004002000200720082009 2010 <strong>2011</strong>30252015105The ACM 11 is the latest product in aseries of energy-efficient mobile coolingunits from <strong>Dantherm</strong>, and is primarilyintended for the world’s warmest climaticzones.RevenueEBIT%Non-current assetsCurrent assetsLong-term payablesShort-term payablesEquityEquity ratio32 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 33


INDEX INDEX147.4m at the end of 2010. <strong>Dantherm</strong>possesses modern production facilities,and the fall in depreciation and amortisationis primarily attributable to a low levelof investment.Receivables from associatesNon-current receivables from associatesconcern convertible loans granted to<strong>Dantherm</strong> Power with a view to financingthe development within the company. Atthe end of the year, an impairment testwas carried out in respect of the receivable,which did not lead to any impairment.Equity and equity ratioEquity excluding minority interestsamounted to DKK 129.6m at the end of<strong>2011</strong> and is on a par with the end of 2010.In <strong>2011</strong>, equity was negatively affected byDKK 3.1m as a result of foreign currencytranslation adjustments and adjustmentof an interest rate swap in respect of thebuilding financing in Skive.The equity interest amounted to 28%,which is on a par with the level at the endof 2010 and close to the objective of anequity interest of at least 30%.Net interest-bearing debtNet interest-bearing debt amounted toDKK 187.1m and is largely unchangedrelative to 2010. Of this net interestbearingdebt, finance lease commitmentsand mortgage debt amounted to DKK113.5m.Working capitalAt the end of the year, working capitalamounted to DKK 92.3m against DKK90.6m at the end of 2010 despite thegrowth in revenue of 18%.In <strong>2011</strong>, <strong>Dantherm</strong> launched a projectaimed at optimising the working capital.Cash flowsCash flows from operating activitiesamounted to DKK 19.8m against DKK3.2m in 2010. The increase is primarily attributableto the improvement in results,while the working capital was roughlyunchanged relative to 2010.Cash flows from investing activitiesamounted to DKK -19.9m against DKK100.5m in 2010, of which DKK 107.3mconcerned net cash and cash equivalentsreceived in connection with the divestmentof subsidiaries and activities. Thelevel of investments in <strong>2011</strong> was low andprimarily comprised convertible loansgranted to <strong>Dantherm</strong> Power.Cash flows from financing activitiesamounted to DKK -12,8m in <strong>2011</strong> againstDKK -68.6m in 2010. The negative cashflows in <strong>2011</strong> are attributable to a reductionin interest-bearing debt.Cash flows for the year amounted to DKK-13.9m against DKK 95.4m in 2010, whichsaw major positive cash flows from thedivestment of enterprices and activities.Dehumidification<strong>Dantherm</strong> has been selling dehumidifiersfor almost 40 years and has, during thisperiod, sold more than 300,000 dehumidifierproducts.The products are sold via a distributornetwork present in most European countries,via direct sales to large customerswithin professional rental and damageservices and via private label sales.In connection with the cloudburst inCopenhagen in July <strong>2011</strong>, <strong>Dantherm</strong>'sdehumidifiers were used to dry out manyflooded basements, summer cottages,enterprises and public buildings.The product portfolio includes both stationaryand mobile dehumidifiers.The main markets are Denmark, Germany,Russia, France and Norway.The dehumidifiers are based on thecondensation principle: A fan draws themoist air across a cooling surface w<strong>here</strong> itcondenses into water which is drained offinto a drain or a container.<strong>Dantherm</strong>'s mobile dehumidifiers are,among other things, used for drying inconnection with flooding.34 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 35


INDEX INDEXStatement by the Board of Directorsand the Executive Boardon the <strong>annual</strong> <strong>report</strong>Independent auditor's <strong>report</strong>Today, the Board of Directors and theExecutive Board have discussed and approvedthe <strong>2011</strong> <strong>annual</strong> <strong>report</strong> of <strong>Dantherm</strong>A/S.Skive, Denmark, 28 February 2012Executive BoardTorben DuerPresident & CEOBoard of DirectorsThe <strong>annual</strong> <strong>report</strong> has been prepared inaccordance with International FinancialReporting Standards as adopted by theEU and additional Danish disclosure requirementsfor <strong>annual</strong> <strong>report</strong>s of listedcompanies. In our opinion, the consolidatedfinancial statements and financialstatements give a true and fair view of thegroup's and the parent's assets, liabilitiesand financial position as at 31 December<strong>2011</strong> and of the results of the group's andthe parent's operations and cash flows forthe financial year 1 January - 31 December<strong>2011</strong>.Jørgen Møller-Rasmussen Preben Tolstrup Niels Kristian AgnerChairmanDeputy ChairmanSøren Ø. Hansen Conni-Dorthe Laursen Nils R. OlsenPer F. PedersenWe also find that the management's reviewcontains a fair review of the developmentin the group's and the parent's activitiesand financial affairs, the results forthe year and the group's and the parent'sfinancial position as well as a descriptionof the main risks and uncertainties facingthe group and the parent.We recommend that the <strong>annual</strong> <strong>report</strong> beapproved at the <strong>annual</strong> general meeting.To the shareholders of<strong>Dantherm</strong> A/SReport on the consolidated financialstatements and financial statementsWe have audited the consolidated financialstatements and financial statementsof <strong>Dantherm</strong> A/S for the financial year 1January <strong>2011</strong> - 31 December <strong>2011</strong>, comprisingthe income statement, statementof comprehensive income, balance sheet,statement of changes in equity, cash flowstatement, accounting policies and notesfor the group as well as for the company.The consolidated financial statements andfinancial statements have been preparedin accordance with International FinancialReporting Standards as adopted by theEU and additional Danish disclosure requirementsfor listed companies.The management's responsibility forthe consolidated financial statementsand financial statementsThe management is responsible for thepreparation and fair presentation of theseconsolidated financial statements andfinancial statements in accordance withInternational Financial Reporting Standardsas adopted by the EU and Danishdisclosure requirements for listed companies.The management is also responsiblefor the internal control deemed necessaryto prepare consolidated financial statementsand financial statements that arefree from material misstatement, whetherdue to fraud or error.Auditor's responsibilityOur responsibility is to express an opinionon these consolidated financial statementsand financial statements basedon our audit. We conducted our audit inaccordance with international auditingstandards and additional requirementslaid down in the Danish Act on ApprovedAuditors and Audit Firms (Revisorloven).This requires that we comply with ethicalrequirements and plan and perform theaudit to obtain reasonable assurance thatthe consolidated financial statements andfinancial statements are free from materialmisstatement.An audit involves performing proceduresto obtain audit evidence about theamounts and disclosures in the consolidatedfinancial statements and financialstatements. The procedures selected dependon the auditor's judgement, includingthe assessment of the risks of materialmisstatement in the consolidated financialstatements and financial statements,whether due to fraud or error. In makingthose risk assessments, the auditorconsiders internal control relevant to thegroup's and the company's preparationand fair presentation of the consolidatedfinancial statements and financial statements.The purpose is to design auditprocedures that are appropriate in the circumstances,but not to express an opinionon the effectiveness of the group'sand the company's internal control. Anaudit also includes evaluating the appropriatenessof accounting policies usedand the reasonableness of accountingestimates made by the management, aswell as evaluating the overall presentationof the consolidated financial statementsand financial statements.We believe that the audit evidence wehave obtained is sufficient and appropriateto provide a basis for our opinion.Our audit has not resulted in any qualification.OpinionIn our opinion, the consolidated financialstatements and financial statements givea true and fair view of the group's andthe parent's assets, liabilities and financialposition as at 31 December <strong>2011</strong> and ofthe results of the group's and the parent'soperations and cash flows for the financialyear 1 January <strong>2011</strong> - 31 December <strong>2011</strong>in accordance with International FinancialReporting Standards as adopted by theEU and additional Danish disclosure requirementsfor listed companies.Statement on the management's reviewAs required by the Danish Financial StatementsAct (Årsregnskabsloven), we haveread the management's review. We havenot performed any procedures otherthan the audit conducted of the consolidatedfinancial statements and financialstatements. Against this background, webelieve that the information in the management'sreview is in accordance withthe consolidated financial statements andthe financial statements.Viborg, 28 February 2012BeierholmStatsautoriseret RevisionspartnerselskabFlemming LaigaardState-Authorised Public Accountant36 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 37


INDEX INDEXBoard of Directorsand Executive BoardFrom the left: Torben Duer, President & CEO, Per Friis Pedersen, board member, Niels Kristian Agner, board member, Preben Tolstrup, Deputy Chairman, Conni-DortheLaursen, board member, Jørgen Møller-Rasmussen, Chairman of the Board of Directors, Nils Rosenkrands Olsen, board member, Søren Østergaard Hansen, boardmember and Bjarke Brøns, CFO.Name Born Elected for the first time Election period PositionJørgen Møller-Rasmussen 1947 1999 <strong>2011</strong> ChairmanPreben Tolstrup 1959 2008 <strong>2011</strong> Deputy ChairmanNiels Kristian Agner 1943 2002 <strong>2011</strong> Board memberSøren Østergaard Hansen 1971 <strong>2011</strong> <strong>2011</strong>-2015 Employee representativeConni-Dorthe Laursen 1956 2007 <strong>2011</strong>-2015 Employee representativeNils Rosenkrands Olsen 1950 2002 <strong>2011</strong> Board memberPer Friis Pedersen 1956 2003 <strong>2011</strong>-2015 Employee representativeName Born Appointed PositionTorben Duer 1963 2009 President & CEOBjarke Brøns 1975 <strong>2011</strong> CFOJørgen Møller-RasmussenChairman of the Board of Directors of:Intervare A/SNemlig.com A/SCompetencies:Graduate Engineer, Graduate Diploma inBusiness AdministrationFormer President & CEO of various largecompanies, most recently Dalhoff Larsen& Horneman, listed company with extensiveinternational activitiesConsiderable experience within the constructionsectorHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 5,0002010: 5,000Preben TolstrupPosition:CEO of the Logstor groupChairman of the Board of Directors of:Adept Water Technologies A/SPresident & CEO and member of theBoard of Directors of:The Logstor groupCompetencies:BSc in Engineering, MBAFormer Director of FLS Industries A/S andABB Power GenerationHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 25,0702010: 15,070Søren Østergaard HansenPosition:General Manager – Telecom EMEA,employee representativeHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 2,5002010: 2,500Niels Kristian AgnerChairman of the Board of Directors of:SP Group A/SSP Moulding A/SMember of the Board of Directors of:Aktieselskabet Schouw & Co.<strong>Dantherm</strong> FoundationD.F. Holding, Skive A/SDirektør Hans Hornsyld og hustru EvaHornsylds LegatDirektør Svend Hornsylds LegatG.E.C. Gad Boghandel A/SG.E.C. Gads Forlag A/SG.E.C. Gads Fond (nominee)Competencies:BCom., BSc (Business Economics)Former member of the Executive Boardof Gyldendal. Most recently CEO of DanskKapitalanlæg AktieselskabNow mainly engaged in board workHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 32,0002010: 17,000Conni-Dorthe LaursenPosition:Production Worker,employee representativeHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 1052010: 105Per Friis PedersenPosition:Process Manager,employee representativeHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 02010: 0Nils Rosenkrands OlsenPosition:Director of AC-SunMember of the Executive Board of:Blackwing Business Angels A/SChairman of the Board of Directors of:ASA - Airline Software Applications ApSBlackwing Business Angels A/SErling Høi-Nielsen A/SMember of the Board of Directors of:<strong>Dantherm</strong> FoundationD. F. Holding, Skive A/SGrabow Maskinsystemer A/SWeissenborn A/SCompetencies:MSc in Economics and Business AdministrationFormer CEO of Cimber Air Data A/SMainly engaged in entrepreneurial activitiesand board workHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 777,3242010: 777,324Torben DuerPosition:President & CEOMember of the Board of Directors of:Alpine Metal Tech GmbHKREMPEL GmbHHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 40,0002010: 25,000Bjarke BrønsPosition:CFOHolding of <strong>Dantherm</strong> shares:<strong>2011</strong>: 2,9002010: 038 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 39


INDEXIncome statementDKK '000 Note <strong>2011</strong> 2010Revenue 3 550,312 464,626Consolidatedfinancial statementsOther operating income 4 4,813 0Costs of raw materials and consumables 5 -290,278 -236,107Other external expenses 5 -64,498 -53,002Staff costs 5, 6 -156,962 -143,800Profit/loss before depreciation, amortisation, impairment losses and write-downs (EBITDA) 43,387 31,717Depreciation, amortisation, impairment losses and write-downs of property, plantand equipment and intangible assets 12, 13 -20,859 -22,580Special items 7 0 -2,283Operating profit/loss (EBIT) 22,528 6,854Share of profit/loss after tax in associates 0 -30,686Financial income 8 5,154 1,065Financial expenses 9 -17,925 -21,766Profit/loss from continuing operations before tax 9,757 -44,533Tax on profit/loss from continuing operations for the year 10 -4,056 2,628Net profit/loss for the year from continuing operations 5,701 -41,905Net profit/loss for the year from discontinuing and discontinued operations 28 -1,423 -1,945NET PROFIT/LOSS FOR THE YEAR 4,278 -43,850Distributed as follows:Shareholders of <strong>Dantherm</strong> A/S 4,278 -43,8504,278 -43,850Earnings per shareEarnings per share (EPS) 11 0.6 -6.2Diluted earnings per share (EPS-D) 11 0.6 -6.2Earnings per share from continuing operations 0.8 -5.9Diluted earnings per share from continuing operations 0.8 -5.940<strong>Dantherm</strong> Annual Report <strong>2011</strong>Annual Report <strong>2011</strong><strong>Dantherm</strong>41


INDEX INDEXAssetsEquity and liabilitiesDKK '000 Note 31.12.11 31.12.10Non-current assetsIntangible assetsGoodwill 69,527 69,527Completed development projects 6,216 8,686Patents and licenses 358 639Prepayments and development projects in progress 4,353 194Total intangible assets 12 80,454 79,046Property, plant and equipmentLand and buildings 102,613 107,624Leasehold improvements 630 1,376Plant and machinery 29,219 35,976Other plant, fixtures and fittings, tools and equipment 2,013 2,444Total property, plant and equipment 13 134,475 147,420Other non-current assetsOther securities and equity investments 14. 15 0 39Deferred tax 19 7,049 6,725Receivables from associates 17 9,120 0Other receivables 17 1,000 0Other non-current assets, total 17,169 6,764Total non-current assets 232,098 233,230Current assetsInventories 16 111,842 94,144Receivables 17 89,084 88,047Receivables from associates 17 1,551 2,452Income tax receivable 23 877 308Prepayments 2,588 882Cash 27 24,648 14,326230,590 200,159Assets held for sale 28 0 24,000Total current assets 230,590 224,159DKK '000 Note 31.12.11 31.12.10EquityShare capital 18 71,906 359,528Reserve for hedging transactions -14,615 -7,418Reserve for foreign currency translation adjustment 3,643 -449Retained earnings 68,616 -221,605The <strong>Dantherm</strong> A/S shareholders' share of equity 129,550 130,056Minority interests 0 -1,279Total equity 129,550 128,777LiabilitiesNon-current liabilitiesProvisions 20 638 788Credit institutions 21 103,680 113,821Total non-current liabilities 104,318 114,609Current liabilitiesProvisions 20 7,096 7,195Credit institutions 21 108,049 87,370Trade payables and other payables 22 110,668 92,262Trade payables to associates 0 422Income tax payable 23 1,024 1,256Deferred income 1,983 1,271228,820 189,776Liabilities relating to assets held for sale 28 0 24,227Total current liabilities 228,820 214,003Total liabilities 333,138 328,612TOTAL EQUITY AND LIABILITIES 462,688 457,389Contingent liabilities 24Security furnished 25Contractual obligations 26Notes without reference 29, 30, 31TOTAL ASSETS 462,688 457,38942 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 43


INDEX INDEXStatement of changes in equityCash flow statementReservefor foreignDKK '000 Reserve for currencyShare hedging translation Retained Minoritycapital transactions adjustment earnings interests TotalEquity as at 1 January 2010 359,528 -4,034 -9,528 -168,703 -10,331 166,932Changes in equity in 2010Foreign currency translation adjustment, foreign enterprises 0 0 4,579 0 0 4,579Value adjustment of hedging instruments 0 -2,681 0 0 0 -2,681Translation adjustments in connection with divestment 0 0 4,500 0 0 4,500Changes in minority interests 0 0 0 -9,052 9,052 0Tax on value adjustment of hedging instruments 0 -703 0 0 0 -703Net gains recognised directly in equity 0 -3,384 9,079 -9,052 9,052 5,695Net profit/loss for the year 0 0 0 -43,850 0 -43,850Total changes in equity in 2010 0 -3,384 9,079 -52,902 9,052 -38,155Equity as at 31 December 2010 359,528 -7,418 -449 -221,605 -1,279 128,777Equity as at 1 January <strong>2011</strong> 359,528 -7,418 -449 -221,605 -1,279 128,777Changes in equity in <strong>2011</strong>Capital reduction -287,622 0 0 287,622 0 0Foreign currency translation adjustment, foreign enterprises 0 0 4,092 0 0 4,092Value adjustment of hedging instruments 0 -7,197 0 0 0 -7,197Purchase of minority interests 0 0 0 -400 0 -400Reclassification of minority interests 0 0 0 -1,279 1,279 0Net losses recognised directly in equity -287,622 -7,197 4,092 285,943 1,279 -3,505Net profit/loss for the year 0 0 0 4,278 0 4,278Total changes in equity in <strong>2011</strong> -287,622 -7,197 4,092 290,221 1,279 773Equity as at 31 December <strong>2011</strong> 71,906 -14,615 3,643 68,616 0 129,550Statement of comprehensive incomeDKK '000 <strong>2011</strong> 2010Net profit/loss for the year 4,278 -43,850Other comprehensive incomePurchase of minority interests -400 0Foreign currency translation adjustments arising from the translation of foreign enterprises 4,092 4,579Value adjustment of hedging instruments for the year -7,197 -2,681Translation adjustments in connection with divestment 0 4,500Tax on value adjustment of hedging instruments 0 -703Other comprehensive income after tax -3,505 5,695DKK '000 Note <strong>2011</strong> 2010Profit/loss from continuing operations before tax 9,757 -44,533Adjustment for non-cash operating items etc.:Depreciation, amortisation, impairment losses and write-downs 20,859 22,580Other operating items, net -4,393 3,003Net profit/loss in associates 0 30,686Provisions -249 -1,084Financial income -5,154 -1,065Financial expenses 17,925 21,766Cash flow from primary operations before changes in working capital 38,745 31,353Change in inventories -17,698 5,356Change in receivables -1,842 -27,334Change in trade payables etc. 19,118 16,826Cash flow from primary operations 38,323 26,201Interest income received 4,008 1,065Interest expenses paid -17,925 -21,766Cash flow from ordinary operations 24,406 5,500Income tax paid -4,631 -2,324Cash flow from operating activities 19,775 3,176Purchase of intangible assets 12 -6,939 -3,273Purchase of property, plant and equipment 13 -2,499 -933Purchase of financial assets 14 0 -8,000Financial loans 17 -10,120 0Disposal of property, plant and equipment 13 346 5,416Divestment of subsidiaries and activities 28 -645 107,289Cash flow from investing activities -19,857 100,499Loan financing:Lease payments in respect of assets held under finance leases -12,797 -12,287Repayment of long-term payables to credit institutions 0 -56,331Cash flow from financing activities -12,797 -68,618Cash flow from discontinuing activities 28 -1,005 60,350Cash flow for the year -13,884 95,407Cash and cash equivalents, beginning of year -60,549 -157,532Market value adjustment of cash and cash equivalents 871 1,576Cash and cash equivalents, year-end -73,562 -60,549Cash, year-end, comprises:Cash 27 24,648 14,326Short-term bank debt 27 -98,210 -74,875Cash and cash equivalents, year-end -73,562 -60,549Total comprehensive income 773 -38,155Distributed as follows:Shareholders of <strong>Dantherm</strong> A/S 773 -47,207Minority interests 0 9,052Total comprehensive income 773 -38,15544 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 45


INDEX INDEX1. Accounting policies<strong>Dantherm</strong> A/S is a public limited companydomiciled in Denmark. The <strong>annual</strong><strong>report</strong> for the period 1 January - 31 December<strong>2011</strong> comprises the consolidatedfinancial statements of <strong>Dantherm</strong> A/S andits subsidiaries (the group) as well as separatefinancial statements of the parent.The <strong>2011</strong> <strong>annual</strong> <strong>report</strong> of <strong>Dantherm</strong> A/Shas been prepared in accordance withInternational Financial Reporting Standardsas adopted by the EU and additionalDanish disclosure requirements for <strong>annual</strong><strong>report</strong>s of listed companies.The <strong>annual</strong> <strong>report</strong> also complies with theInternational Financial Reporting Standardsissued by the IASB.Basis of preparationThe <strong>annual</strong> <strong>report</strong> is presented in DKKrounded off to the nearest DKK '000.The <strong>annual</strong> <strong>report</strong> has been preparedaccording to the historical cost principle,except for the following assets and liabilitieswhich are measured at fair value:Derivatives and any financial instrumentsin the trading portfolio and any financialinstruments classified as available for sale.Any non-current assets and disposalgroups held for sale are measured at thelower of carrying amount before thechanged classification and fair value lessselling costs.The accounting policies, which are describedbelow, have been applied consistentlyduring the financial year and inrelation to the comparative figures. Theaccounting policies have been appliedconsistently with last year.New accounting regulationAs of 1 January <strong>2011</strong>, <strong>Dantherm</strong> A/S hasimplemented the following standards andinterpretations:••Revised IAS 24: Related party disclosures••Improvements to IFRSs May 2010None of the new standards or interpretationshave affected recognition andmeasurement in <strong>2011</strong> and thus neitherresults nor diluted earnings per share.In addition to the above, IASB has issued anumber of new or updated and changedstandards and interpretations (IFRSs),which have been adopted by the EU, butwhich have not yet come into force. <strong>Dantherm</strong>does not expect the implementationof these standards to have a materialimpact on the consolidated financialstatements.Description of accountingpoliciesConsolidated financial statementsThe consolidated financial statementscover the parent, <strong>Dantherm</strong> A/S andsubsidiaries in which <strong>Dantherm</strong> A/S hasa controlling influence on the financialand operational policies of such enterprisewith a view to obtaining a returnor other advantages from its activities. Acontrolling interest is obtained by directlyor indirectly owning or controlling morethan 50% of the voting rights or in anyother way controlling the enterprise inquestion.Enterprises in which the group has a substantial,but not controlling influence, areconsidered to be associates. A significantinterest is typically obtained by directlyor indirectly owning or controlling morethan 20% but less than 50% of the votingrights. Potential voting rights which maybe exercised at the balance sheet date aretaken into account in the assessment ofwhether <strong>Dantherm</strong> A/S has a controllingor significant influence. A group chart isshown on page 7.The consolidated financial statements areprepared as a summary of the parent'sand the individual subsidiaries' financialstatements determined according to thegroup's accounting policies, eliminatingintercompany income and expenses,shareholdings, balances and dividend aswell as realised and unrealised gains ontransactions between the consolidatedenterprises. Unrealised gains on transactionswith associates are eliminated inproportion to the group's ownership interestin the enterprise. Unrealised lossesare eliminated in the same way as unrealisedgains in so far as no impairment hasoccurred.Equity investments in subsidiaries are setoff against the proportionate share of thesubsidiaries' fair value of identifiable netassets and recognised contingent liabilitiesat the acquisition date.The financial items of the subsidiariesare recognised in full in the consolidatedfinancial statements. The minority shareholders'share of the net profit/loss forthe year and of the equity in subsidiarieswhich are not wholly owned are recognisedas part of the group's results andequity, respectively, but are listed separately.Business combinationsNewly acquired or newly founded companiesare recognised in the consolidatedfinancial statements as from the date ofacquisition. Divested or discontinuedenterprises are recognised in the consolidatedincome statement up until thetime of divestment or discontinuation.Comparative figures are not restated fornewly acquired enterprises. Discontinuingoperations are presented separately, cf.below.In the event of an acquisition of newenterprises in which the parent obtainsa controlling influence, the purchasemethod is used. The identifiable assets,liabilities and contingent liabilities of theacquired enterprises are measured at fairvalue at the date of acquisition. Identifiableintangible assets are recognised ifthey can be separated or arise out of acontractual right, and the fair value canbe measured reliably. Deferred tax on t<strong>here</strong>assessments is recognised.The date of acquisition is the date atwhich the parent actually gains controlof the acquired enterprise. The positivedifference (goodwill) between the consideration,the value of minority interestsin the enterprise taken over and the fairvalue of any previously acquired equityinvestments on the one hand, and the fairvalue of the identifiable assets, liabilitiesand contingent liabilities taken over onthe other hand, is recognised as goodwillunder intangible assets.Goodwill is not amortised, but is testedfor impairment at least once a year. Thefirst impairment test is carried out beforethe end of the year of acquisition. At thetime of acquisition, goodwill is transferredto the cash-generating units which subsequentlyform the basis of an impairmenttest. Goodwill and fair value adjustmentsrelating to the acquisition of a foreignentity using a functional currency otherthan the <strong>Dantherm</strong> group's presentationcurrency are treated as assets andliabilities belonging to the foreign unitand translated upon initial recognitioninto the functional currency of the foreignunit at the exchange rate applicable atthe transaction date. Negative differences(negative goodwill) are recognised in theincome statement at the date of acquisition.The consideration paid for an enterpriseconsists of the fair value of the agreedconsideration in the form of assets andliabilities taken over and equity instrumentsissued. If parts of the considerationare conditional upon future events or thefulfilment of agreed conditions, this portionof the consideration is recognised atfair value at the time of acquisition.Costs attributable to business combinationsare expensed in the income statementwhen incurred. If, at the date ofacquisition, uncertainty exists with regardto the identification or measurement ofacquired assets, liabilities or contingentliabilities or the determination of the consideration,initial recognition is based on apreliminary determination of values.If it is subsequently established that theidentification or measurement of theconsideration, the acquired assets, liabilitiesor contingent liabilities was incorrectupon initial recognition, the measurementis adjusted with retrospective effect,including goodwill until twelve monthsafter the takeover, and the comparativefigures are restated. After this time, goodwillis not adjusted. Changes in estimatesof conditional consideration are generallyrecognised directly in the income statement.Changes in a parent's ownership interestin a subsidiary which do not entail a lossof the controlling influence is treated asan equity transaction with owners.Presentation of discontinuing operationsDiscontinuing operations constitute aconsiderable part of the enterprise if activitiesand cash flows can be separated46 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 47


INDEX INDEXfrom the rest of the business in terms ofoperations and accounting, and if the unithas either been divested or separated asheld for sale and the sale is expected tobe realised within one year according to aformal plan.The net profit/loss from discontinuingoperations, value adjustments after tax ofrelated assets and liabilities and gains orlosses from divestments are presented asa separate item in the income statementtogether with comparative figures. In thenotes, revenue, costs, value adjustmentsand tax for the discontinuing operationare stated. Assets and related liabilities ofdiscontinuing operations are stated asseparate items in the balance sheet withoutrestatement of comparative figures,while the main items are specified in thenotes.Cash flows from operating, investing andfinancing activities for the discontinuingoperations are stated in a note.Assets held for saleAssets held for sale comprise non-currentassets and disposal groups held for sale.Disposal groups are groups of assetswhich are to be disposed of collectivelyby sale etc. in one single transaction. Liabilitiesin respect of assets held for saleare liabilities which are directly related tosuch assets and which will be transferredas a result of the transaction. Assets areclassified as 'held for sale' when their carryingamounts are primarily recoveredthrough disposal within twelve monthsaccording to a formal plan rather thanthrough continued use.Assets or disposal groups held for saleare measured at the lower of carryingamount at the time of classifying theasset or disposal group as 'held for sale'and the fair value less selling costs. Assetsare not depreciated/amortised as fromthe time at which they are classified as'held for sale'.Impairment losses arising upon initialclassification as 'held for sale' and gains orlosses resulting from a subsequent measurementat the lower of carrying amountand fair value less selling costs are recognisedin the income statement under t<strong>here</strong>levant items. Gains and losses are statedin the notes.Assets and related liabilities are stated asseparate items in the balance sheet, whilethe main items are specified in the notes.Comparative figures in the balance sheetare not restated.Foreign currency translationA functional currency is determined foreach of the <strong>report</strong>ing enterprises in thegroup. The functional currency is thecurrency which is used in the primaryfinancial environment in which the individual<strong>report</strong>ing enterprise operates.Transactions in currencies other than thefunctional currency are foreign currencytransactions.On initial recognition, transactions denominatedin foreign currencies aretranslated to the functional currencyusing the exchange rate applicable atthe transaction date. Exchange rate differencesarising between the exchangerate applicable at the transaction dateand the exchange rate applicable at thedate of payment are recognised in theincome statement under financial incomeor expenses.Receivables, payables and other monetaryitems denominated in foreign currenciesare translated using the exchange rateapplicable at the balance sheet date. Thedifference between the exchange rateapplicable at the balance sheet date andthe exchange rate applicable at the dateat which the receivable or payable aroseor the exchange rate applied in the latest<strong>annual</strong> <strong>report</strong> is recognised in the incomestatement under financial income or expenses.On recognition in the consolidated financialstatements of foreign enterprises witha functional currency other than <strong>Dantherm</strong>A/S's presentation currency, theincome statements are translatedusing the exchange rate applicable at thetransaction date, and the balance sheetitems are translated using the exchangerates applicable at the balance sheet date.The average exchange rates for the individualmonths are used as the exchangerate applicable at the transaction date inso far as this does not alter the picturesignificantly. Foreign exchange differencesarising from the translation of the equityof foreign companies at the beginningof the year using the exchange rates applicableat the balance sheet date andthe translation of income statementsfrom the exchange rates applicable at thetransaction date using the exchange ratesapplicable at the balance sheet date arerecognised directly in equity.Foreign currency translation adjustmentof balances with foreign enterprises,which are considered to be part of thetotal net investment in the enterpriseconcerned, are recognised directly inequity in the consolidated financial statements.Similarly, foreign exchange gains andlosses are recognised directly in equity inthe consolidated financial statements forthe parts of loans and derivative financialinstruments which have been raisedfor hedging the net investment in suchenterprises and which effectively hedgeagainst similar foreign exchange gainsand losses on the net investment in theenterprises.In the event of full or partial divestmentof foreign entities or in the event of repaymentof balances which are considered tobe part of the net investment, the shareof the accumulated foreign currencytranslation adjustments which are recogniseddirectly in equity and which may beattributable t<strong>here</strong>to is recognised in theincome statement along with any gainsor losses resulting from the divestment.Derivative financial instrumentsDerivative financial instruments are recognisedas from the trading day and aremeasured in the balance sheet at fairvalue. The fair value of derivative financialinstruments is included in other receivablesunder current assets (positive fairvalues) and other payables under currentliabilities (negative fair values), respectively,and a set-off of positive and negativevalues is only made when the companyis entitled to and intends to settle severalfinancial instruments net. The fair valueof financial instruments is determined onthe basis of current market data andrecognised valuation methods.Changes in the fair value of derivativefinancial instruments which are classifiedas and meet the conditions for hedgingfuture cash flows and which effectivelyhedge changes in the value of thehedged item are recognised in equityunder a separate reserve for hedgingtransactions. When the hedged transactionis realised, gains and losses resultingfrom such hedging transactions are transferredfrom equity and recognised in thesame item as the hedged item.For derivative financial instruments thatdo not meet the conditions for treatmentas hedging instruments, changes in thefair value are recognised continuously inthe income statement under net financials.Some contracts are subject to termswhich correspond to derivative financialinstruments. Such embedded financialinstruments are recognised separatelyand measured continuously at fair value ifthey differ significantly from the contractin question unless the entire contracthas been recognised and is continuouslymeasured at fair value.Income statementRevenueRevenue from the sale of goods for resaleand finished goods is recognised in theincome statement, provided that the riskhas passed to the buyer before the endof the year and provided that the incomecan be measured reliably and is expectedto be received. Revenue concerningservices, including the sale of service,is recognised according to invoicing atthe time of the service visit. Revenue ismeasured at fair value excluding VAT andtaxes levied on behalf of a third partyless rebates and discounts. Generally, the<strong>Dantherm</strong> group does not accept returngoods, so no provisions are made for returngoods.Other operating incomeOther operating income comprises itemsof a secondary nature in relation to thecompany's primary activities.Other external expensesOther external expenses comprise costsof distribution, sales, advertising, administrationand premises as well as baddebts etc. Development costs which donot fulfil the criteria for capitalisation are48 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 49


INDEX INDEXalso recognised under other externalexpenses.Staff costsStaff costs comprise wages and salaries aswell as social security expenses and pensionsetc. in respect of the employees.Share of profit/loss after tax in associatesThe proportionate share of the associates'net profit/loss and minority interests isrecognised in the consolidated incomestatement after elimination of the proportionateshare of intercompany gains andlosses.Financial income and expensesFinancial income and expenses compriseinterest, capital gains and losses as well aswrite-downs of securities, payables andforeign currency transactions, amortisationof financial assets and liabilities aswell as allowances and compensationunder the tax prepayment scheme etc.Financial income and expenses alsocomprise realised and unrealised gainsand losses concerning derivative financialinstruments which cannot be classified ashedging agreements.Borrowing costs relating to general borrowingor loans which concern the acquisition,establishment or developmentof qualified assets are attributed to thecost of assets commenced after 1 January2009 in accordance with IAS 23.Tax on profit/loss for the yearThe company is covered by the Danishrules on compulsory joint taxation of the<strong>Dantherm</strong> group's Danish companies.Subsidiaries are included in the jointtaxation from the time of their inclusionin the consolidated financial statementsuntil the time of their exclusion from theconsolidation. The company is an administrationcompany for the joint taxation,settling all payments of income tax withthe tax authorities.The current Danish income tax is distributedamong the jointly taxed companiesthrough the payment of joint taxationcontributions calculated in proportion totheir taxable income. Companies usingtaxable losses in other companies pay ajoint taxation contribution to the parentcorresponding to the tax value of theutilised losses, while companies whosetax losses are used by other companiesreceive a joint taxation contribution fromthe parent corresponding to the tax valueof the utilised losses (full allocation).Tax for the year which consists of thecurrent income tax for the year, the jointtaxation contribution for the year andchanges in deferred tax – also as a resultof a change in the tax rate – is recognisedin the income statement with the portionattributable to the net profit/loss for theyear and directly in equity with the portionattributable to amounts recogniseddirectly in equity.AssetsIntangible assetsGoodwillGoodwill is recognised at cost on firstrecognition in the balance sheet as describedunder 'Business combinations'.Goodwill is subsequently measured atcost less accumulated impairment. Goodwillis not amortised.The carrying amount of goodwill is allocatedto the group's cash-generatingunits at the date of acquisition. The determinationof cash-generating units followsthe management structure and internalfinancial management.Development projects, patents andlicencesClearly defined and identifiable developmentprojects w<strong>here</strong> the technical degreeof utilisation, adequate resources and apotential future market or use in the companycan be demonstrated, and w<strong>here</strong>the intention is to produce, market or usethe project, are recognised as intangibleassets, provided that the cost can becalculated reliably and t<strong>here</strong> is sufficientcertainty that future earnings or the netselling price can cover the productionand selling costs as well as administrativeexpenses and development costs. Otherdevelopment costs are recognised in theincome statement as incurred.Recognised development costs aremeasured at cost less accumulated amortisationand impairment losses. Costcomprises salaries, amortisation and othercosts which are attributable to the company'sdevelopment activities.Grants relating to development projectsare deducted from the incurred costs.Upon completion of the developmentwork, development projects areamortised according to the straight-linemethod over their estimated useful lives.The amortisation period is three to sixyears. The basis of amortisation is also reducedby any impairment losses. Patentsand licences are measured at cost less accumulatedamortisation and impairmentlosses. Patents and licences are amortisedaccording to the straight-line methodover the shorter of the remaining patentor agreement period and their useful lives– however, the maximum being six years.The basis of amortisation is reduced byany impairment.Property, plant and equipmentLand and buildings, leasehold improvements,plant and machinery as well asother plant, fixtures and fittings, tools andequipment are measured at cost less accumulateddepreciation and impairmentlosses.Cost comprises the acquisition price andcosts directly related to the acquisitionuntil the time when the asset is ready foruse. For assets of own manufacture, costcomprises direct and indirect costs ofmaterials, components, subsuppliers andwages and salaries.The lease of assets, w<strong>here</strong> the groupobtains actual benefits and risks associatedwith the ownership of an asset, isactivated as financially leased assets. Thecost is calculated at the lower value of theassets' fair value and the present valueof the future minimum lease payments.When calculating the present value, theinternal rate of interest of the lease or anapproximation of this value is used as thediscount rate. The corresponding financiallease commitments are recognisedunder liabilities. Lease costs concerningoperating leases are recognised continuouslyin the income statement over thelease period.Subsequent costs relating to, e.g., t<strong>here</strong>placement of components of property,plant and equipment are included in thecarrying amount of the asset concernedwhen it is probable that the incurrencewill bring future financial benefits tothe group. The carrying amount of t<strong>here</strong>placed components ceases upon recognitionin the balance sheet and is transferredto the income statement. All othercosts of ordinary repair work and maintenanceare recognised in the income statementas incurred.The cost of a total asset is split into separatecomponents which are depreciatedseparately if the useful lives of the individualcomponents differ.Property, plant and equipment are depreciatedaccording to the straight-linemethod over the assets' expected usefullives which are:Building partsLeasehold improvementsPlant and machineryOther plant, fixtures andfittings, tools and equipmentLand is not depreciated.15-30 years5 years3-8 years3-7 yearsThe basis of depreciation is determinedtaking into account the residual value ofthe asset and is reduced by any impairment.The residual value is determinedat the date of acquisition and reassessedon an <strong>annual</strong> basis. If the residual valueexceeds the carrying amount of the asset,depreciation ceases.In the event that the depreciation periodor the residual value is changed, thedepreciation effect is recognised prospectivelyas a change in the accountingestimate.Equity investments in associatesEquity investments in associates aremeasured in the consolidated financialstatements according to the equitymethod w<strong>here</strong>by the investments aremeasured in the balance sheet at theproportionate share of the companies'equity value calculated according to thegroup's accounting policies less or plusthe proportionate share of unrealised50 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 51


INDEX INDEXintercompany gains and losses plus thecarrying amount of goodwill. Equityinvestments in associates are tested forimpairment when t<strong>here</strong> is an indication ofimpairment.Equity investments in associates with anegative carrying amount are measuredat DKK 0.Any receivable from these companiesis written down to the extent that t<strong>here</strong>ceivable is uncollectible. To the extentthat the parent has a legal or actual obligationto cover any negative balanceexceeding the receivable, the remainingamount is recognised under provisions.In cases w<strong>here</strong> a loan is a supplement tothe net investment, the loan is treated asa part of this. The recognition of losses onsuch loans continues according to theequity method until the receivable hasbeen written down to DKK 0.SecuritiesSecurities which are not included in thegroup's trading portfolio are classified asheld for sale and recognised at cost undernon-current assets on the trading day andare subsequently measured at fair valuecorresponding to the share price of listedsecurities and at an estimated fair valuecalculated on the basis of market dataand recognised valuation methods for unlistedsecurities. Unrealised value adjustmentsare recognised directly inequity, except for impairment lossesresulting from impairment and reversalt<strong>here</strong>of. Upon realisation, the accumulatedvalue adjustment recognised in equityis transferred to net financials in theincome statement.Impairment of non-current assetsGoodwill and intangible assets with undefinableuseful lives are tested at leastonce a year for impairment. Developmentprojects in progress are also tested for impairmentonce a year.The carrying amount of goodwill is testedfor impairment together with the othernon-current assets in the cash-generatingunit to which goodwill has been allocatedand is impaired to the recoverableamount in the income statement if thecarrying amount is higher. The recoverableamount is usually calculated as thepresent value of the expected futurecash flows from the company or activity(cash-generating unit) to which goodwillis attached.Deferred tax assets are assessed on an <strong>annual</strong>basis and are only recognised to theextent that it is probable that they will beutilised.The carrying amount of other non-currentassets are assessed on an <strong>annual</strong> basis todetermine whether t<strong>here</strong> is any indicationof impairment. If this is the case, the recoverableamount of the asset is calculated.The recoverable amount is the higherof the asset's fair value less the expectedcosts of disposal and value in use. Thevalue in use is calculated as the presentvalue of the expected future cash flowsfrom the asset or the cash-generating unitof which the asset is a part.An impairment loss is recognised whenthe carrying amount of an asset or a cashgeneratingunit exceeds the recoverableamount of the asset or the cash-generatingunit. Impairment losses are recognisedin the income statement under theitem to which the impairment relates. Impairmentof goodwill is recognised underspecial items in the income statement.Impairment of goodwill is not reversed.Impairment of other assets is reversed tothe extent that t<strong>here</strong> have been changesto the conditions and estimates leadingto the impairment. Impairment is onlyreversed to the extent that the new carryingamount of the asset does not exceedthe carrying amount which the assetwould have had after depreciation oramortisation had it not been impaired.InventoriesInventories are measured at cost in accordancewith the FIFO method. If the netrealisable value is lower than the cost, thisis impaired to the lower value.The cost of goods for resale and raw materialsand auxiliary materials comprisesthe acquisition price plus delivery costs.The cost of manufactured goods andwork in progress comprises the cost ofraw materials, auxiliary materials, directlabour costs and indirect productioncosts. Indirect production costs compriseindirect materials and wages and salariesas well as the maintenance and depreciationof the machinery, factory buildingsand equipment used in the productionprocess as well as factory managementand management costs.The net realisable value of inventories iscalculated as the selling price less completioncosts and costs incurred to makethe sale and is fixed with due regard tomarketability, obsolescence and developmentsin the expected selling price.ReceivablesReceivables are measured at amortisedcost. If t<strong>here</strong> is indication of impairment,provisions for bad debts are made. Impairmentis made at an individual level.Impairment is calculated as the differencebetween the carrying amount andthe present value of the expected cashflows, including the realisable value of anysecurity received. The effective interestrate is used as the discount rate for theindividual receivable or portfolio.The recognition of interest on writtendown receivables is calculated for thewritten value using the effective interestrate for the individual receivable orportfolio.Prepaid costsPrepaid costs are measured at amortisedcost.EquityDividendProposed dividend is recognised as aliability at the time of adoption at the<strong>annual</strong> general meeting (the time ofdeclaration). Expected dividend payablefor the year is shown as a separate itemunder equity.Treasury sharesAcquisition prices and consideration aswell as dividend on treasury shares arerecognised directly in retained earnings inequity. Proceeds from the sale of treasuryshares and the issue of shares in <strong>Dantherm</strong>A/S in connection with the exerciseof share options or employee shares arerecognised directly in equity.Reserve for hedging transactionsReserve for hedging transactions includesthe accumulated net change in the fairvalue of hedging transactions which meetthe criteria for hedging future cash flowsand w<strong>here</strong> the hedged transaction hasnot yet been realised.Reserve for foreign currency translationadjustmentReserve for foreign currency translationadjustment in the consolidated financialstatements comprises currency translationdifferences arising from the translationof financial statements of foreigncompanies from their functional currenciesto the <strong>Dantherm</strong> group's presentationcurrency (Danish kroner).In the event of full or partial realisation ofthe net investment, the foreign currencytranslation adjustments are recognised inthe income statement.LiabilitiesPension obligationsThe group has concluded pension agreementsand similar agreements with themajority of the group's employees.Liabilities concerning defined contributionplans are recognised in the incomestatement in the period in which theyare earned, and payments due are recognisedin the balance sheet under otherpayables.Current tax and deferred taxAccording to the joint taxation rules,<strong>Dantherm</strong> A/S, being an administrationcompany, assumes liability for the subsidiaries'income taxes to the tax authoritiesas the subsidiaries pay their joint taxationcontributions.Current tax liabilities and current taxreceivable are recognised in the balancesheet as calculated tax on the taxableincome for the year, adjusted for tax onprevious years' taxable income and fortaxes paid on account. Joint taxationcontributions payable and receivable arerecognised in the balance sheet underbalances with group enterprises.Deferred tax is measured using the balancesheet liability method on the basisof all temporary differences between the52 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 53


INDEX INDEXcarrying amount and tax base of assetsand liabilities. However, no recognition ismade of deferred tax on temporary differencesconcerning non-amortisable goodwilland office properties for tax purposesand other items w<strong>here</strong> temporary differences– except for acquisitions – haveoccurred at the date of acquisition withoutinfluencing the result or the taxableincome. In cases w<strong>here</strong> the tax value canbe calculated according to several taxationrules, the deferred tax is measuredon the basis of the use of the asset or thediscontinuation of the obligation plannedby the management.Deferred tax assets, including the taxvalue of tax losses allowed for carryforward,are recognised under othernon-current assets at the value at whichthey are expected to be used, either bybalancing against tax on future earningsor by offsetting against deferred tax liabilitieswithin the same legal tax unit andjurisdiction.An adjustment is made of deferred taxconcerning eliminations of unrealisedintercompany gains and losses.Deferred tax is measured on the basis ofthe tax rules and tax rates in the respectivecountries which will be applicableunder the legislation in force at the balancesheet date when the deferred tax isexpected to become current tax. Changesin deferred tax as a result of changes intax rates are recognised in the incomestatement.ProvisionsProvisions primarily comprise warrantycommitments and restructuring obligations.Provisions are recognised whenthe group, following an event occurringbefore or on the balance sheet date, has alegal or actual obligation, the settlementof which is likely to result in an outflowfrom the company of economic benefitsand the size of the amount can be estimatedreliably. In this context, the <strong>Dantherm</strong>group prepares an estimate basedon the most likely outcome of the matter.In the event that a reliable estimate cannotbe prepared, such matters are recognisedas a contingent liability.Warranty commitments are recognised instep with the sale of goods and serviceson the basis of warranty costs incurred inprevious financial years.Restructuring costs are recognised asliabilities when a detailed, formal restructuringplan has been made available tothe stakeholders affected by the plan nolater than at the balance sheet date. Aprovision is recognised in respect of onerouscontracts when the expected benefitsof a contract for the group are smallerthan the inevitable costs related to thecontract (onerous contracts).Financial liabilitiesPayables to credit institutions etc. are recognisedat the date of borrowing at thenet proceeds less transaction costs paid.In subsequent periods, the financial liabilitiesare measured at amortised cost, usingthe effective rate of interestmethod. Accordingly, the difference betweenthe proceeds and the nominal valueis recognised in the income statementunder financial costs over the term of theloan. Financial liabilities also comprise thecapitalised remaining lease commitmentconcerning finance leases measured atamortised cost. Other liabilities are measuredat amortised cost.LeasesLease commitments are divided intofinancial and operational lease commitments.A lease is classified as a financelease when it essentially transfers therisks and benefits of owning the leasedasset. Other leases are classified as operatingleases. The accounting treatment offinance leases and the related commitmentis described in the section on property,plant and equipment and financialliabilities, respectively. Lease paymentsconcerning operating leases are recognisedcontinuously in the income statementover the lease period.Deferred incomeDeferred income is measured atamortised cost.Cash flow statementThe cash flow statement shows the cashflows for the year divided into cash flowsfrom operating activities, investing activitiesand financing activities for the year,changes in cash and cash equivalents forthe year and cash and cash equivalents atthe beginning and end of the year.The effect on cash flow from the divestmentof enterprises is recognised separatelyunder cash flows from investingactivities. Cash flows from enterprises soldare recognised in the cash flow statementuntil the date of divestment.Cash flow from operating activitiesCash flows from operating activitiesare calculated according to the indirectmethod as the profit/loss before taxadjusted for non-cash operating items,changes in working capital, interest paidand income tax paid.Cash flow from investing activitiesCash flows from investing activities comprisepayments in connection with thedivestment of enterprises and activities,the purchase and sale of intangible assets,property, plant and equipment and othernon-current assets as well as the purchaseand sale of securities not recognised ascash and cash equivalents.Cash flow from financing activitiesCash flows from financing activities comprisechanges to the size and compositionof share capital and costs incidental t<strong>here</strong>toas well as the arrangement of loans, t<strong>here</strong>payment of interest-bearing debt, thepurchase and sale of treasury shares andthe payment of dividend to shareholders.Cash flows from assets held under financeleases are recognised as payment of interestand repayment of debt.Cash and cash equivalentsCash and cash equivalents comprisecash, short-term bank debt and securitieswith a term to maturity of less than threemonths which can easily be convertedinto cash and to which only an immaterialrisk of value changes attaches.Segment informationSegment information is prepared in accordancewith the group's accountingpolicies and follow the internal management<strong>report</strong>ing.Segment income and expenses compriseitems which are directly attributable tothe individual segment and items whichcan be reliably allocated to the individualsegment. Items that are not allocatedprimarily comprise income and expensesrelating to the group's administrativefunctions.54 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 55


INDEX INDEXRATIOS2. Accounting estimates and assessmentsThe ratios have been prepared in accordance with the Danish Society of Financial Analysts''Recommendations and Financial Ratios 2010' and are calculated as follows:Financial ratios:Growth rateProfit margin (EBIT %)Invested capital including goodwillReturn on invested capital before tax (ROIC)Equity interestShare-related ratios:Earnings per share (EPS)Diluted earnings per share (EPS-D)Cash flow per share (CFPS)Dividend per shareEquity value at year-endPrice/equity value at year-endChange in revenue x 100Last year's revenueOperating profit/loss (EBIT) x 100RevenueEquity + Minority interests + Net interest-bearing debt -Equity investments in associates - SecuritiesOperating profit/loss before amortisation of goodwill(EBITA) x 100Average invested capital including goodwillEquity excl. minority interests at year-end x 100Total assets, year-endThe group's share of net profit/loss for the yearAverage number of sharesThe group's share of the net profit/loss for the yearAverage number of diluted sharesCash flow from operating activitiesAverage number of sharesProposed dividend to shareholdersAverage number of sharesEquity excl. minority interests at year-endNumber of shares at year-endShare price at year-endEquity value at year-endWhen calculating the carrying amount ofcertain assets and liabilities, an estimate isrequired of how future events will affectthe value of such assets and liabilities atthe balance sheet date. The managementbases its estimates on historicalexperience and other assumptions whichare deemed to be reasonable under thegiven circumstances. These assumptionsmay be incomplete or inaccurate, andunexpected events or circumstances mayoccur or arise. Moreover, the company isexposed to risks and uncertainties whichmay cause the actual results to deviatefrom these estimates.It may be necessary to change previousestimates as a result of changes in thecircumstances on which the previousestimates are based or on account of newknowledge or subsequent events.As part of the accounting policies appliedby the group, the management performsassessments, in addition to estimates,which may have a significant impact onthe amounts recognised in the <strong>annual</strong> <strong>report</strong>.The management of <strong>Dantherm</strong> A/Sconsiders the following estimates and assessmentsto be material to the financial<strong>report</strong>ing – also as part of the accountingpolicies applied by the group.impairment test of goodwillThe carrying amount of goodwill is, as aminimum, tested for impairment once ayear together with the other non-currentassets in the cash-generating unit towhich goodwill has been allocated. Thevalue is calculated as the present valueof the expected future net cash flowsfrom the enterprise to which goodwill isrelated and on the basis of the budgetfor 2012, the outlook for 2013-2014 anda terminal value. Naturally, the estimateof the expected cash flows for severalyears into the future is subject to someuncertainty. The uncertainty is reflectedin the selected discount rate. See note 12for a description of the impairment test ofgoodwill.Recognition of deferred taxassetsIn connection with the recognition ofdeferred tax assets, a separate assessmentis made of whether it is expected that theasset can be set off against tax on futureearnings or against deferred tax liabilities.The assessment is based on the enterprises'budget and strategy figures andis subject to the limitation rules for taxlosses in the relevant country. Referenceis made to note 19. Naturally, such assessmentis subject to some uncertainty.InventoriesAs part of its ordinary business, the grouppurchases materials from subsuppliersfor processing within the group with aview to meeting the expected customerdemand. It may sometimes be difficult topurchase the right materials to meet futurecustomer demands, for which reasonsituations may occur w<strong>here</strong> demand formaterials purchased or manufactured forthe inventory is no longer expected.Consequently, write-downs for obsolescencein respect of the inventories aremade. Write-downs of inventories aremade on the basis of historical scrappingsdue to obsolescence as well as ofknowledge of and estimates in relation togoods with slow marketability. The valueof future scrappings or losses on sales atnet realisable value may deviate from thewrite-downs made, but the managementassesses that the estimates made in respectof obsolescence are reasonable andexpedient. Reference is made to note 16.Receivables from associatesIn <strong>2011</strong>, the group extended a loan to theassociate <strong>Dantherm</strong> Power. The activitiesin the company are still loss-making anddependent on continued funding fromthe shareholders. The collectibility of t<strong>here</strong>ceivable at the balance sheet date isconditional upon the company's continuedpositive development. Reference ismade to note 17.ProvisionsThe group has warranty commitmentsin respect of goods and plant sold with awarranty of one to five years. The commitmenthas been calculated on the basis ofhistorical warranty costs and is subject tosome uncertainty due to the dependenceon future events.Other provisions, contingent assets andcontingent liabilities, including the likelyoutcome of pending and future lawsuits,are assessed on an ongoing basis. Theoutcome depends on future events whichare, of course, uncertain. When assessingthe likely outcome of lawsuits and taxmatters etc., the management enlists theexpertise of internal and external legal advisorsand known case law. A specificationof provisions appears from note 20.56 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 57


INDEX INDEXNotesNotes3. Segment informationUntil now, <strong>Dantherm</strong> has only had one business segment, i.e. the <strong>Dantherm</strong> Air Handling group.From an organisational point of view, the group is divided into two business areas – HVAC and Telecom. The management <strong>report</strong>ing covers only t<strong>here</strong>venue and contribution margin for these business areas, but, in <strong>2011</strong>, work has gone into adjusting the internal <strong>report</strong>ing with a view to disclosing additionalinformation in future. Segment information on earnings at EBITDA level is stated below.Activities – primary segment <strong>2011</strong>TotalDKK '000 HVAC Telecom Not allocated segmentsRevenue 358,249 268,754 0 627,003Internal revenue -73,116 -3,575 0 -76,691Revenue 285,133 265,179 0 550,312EBITDA 26,266 21,297 -4,176 43,387Capital expenditure 5,864 3,575 0 9,439Average number of employees 313 266 6 585Geographically – secondary segment <strong>2011</strong>Revenue Segment CapitalDKK '000 assets expenditureDenmark 45,855 315,958 6,979EU countries 330,103 19,281 36Asia 50,442 74,074 968USA 35,776 21,902 948Other countries 88,136 31,473 508Total segments 550,312 462,688 9,439Customers accounting for more than 10% of consolidated revenue generate revenue of DKK 140.6m (2010: DKK 74.0m).3. Segment information – continuedActivities – primary segment 2010TotalDKK '000 Air Handling Not allocated segmentsRevenue 464,808 0 464,808Internal revenue -182 0 -182Revenue 464,626 0 464,626Special items -2,283 0 -2,283EBIT 15,848 -8,994 6,854Segment assets 366,955 90,434 457,389Capital expenditure 4,206 8,000 12,206Depreciation and amortisation 22,077 503 22,580Segment liabilities 249,657 78,955 328,612Cash flows from operating activities 15,467 -12,291 3,176Cash flows from investing activities 1,210 99,289 100,499Cash flows from financing activities -12,040 -56,331 -68,618Average number of employees 531 6 537Geographically – secondary segment 2010Revenue Segment CapitalDKK '000 assets expenditureDenmark 47,121 350,800 11,380EU countries 253,053 9,625 0Asia 63,480 55,586 379USA 30,243 13,443 140Other countries 70,729 27,935 307Total segments 464,626 457,389 12,206DKK '000 <strong>2011</strong> 20104. Other operating incomeReversed provision regarding expiry of guarantees furnished for business areas divested 2,111 0Other income 2,702 0Other operating income, total 4,813 058 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 59


INDEX INDEXNotesNotesDKK '000 <strong>2011</strong> 20105. CostsCosts of raw materials and consumablesPurchased supplies for the year 275,566 235,175Change in inventories 17,698 4,771Write-down of inventories for the year 4,129 7,064Reversed write-downs of inventories -7,115 -10,903Total costs of raw materials and consumables 290,278 236,107Reversed write-downs of inventories primarily concern goods which have either been scrapped,sold or used in production.Fees for auditors appointed by the general meetingTotal fees for Beierholm 747 866Total fees for other auditors 296 217Total fees for auditors appointed by the general meeting 1,043 1,083The fees comprise:Audit 839 820Other assurance engagements 25 6Tax and VAT consultancy services 111 31Consultancy services in connection with acquisitions and divestments 42 162Other consultancy services 26 64Total 1,043 1,083Research and development costs recognised in the income statementResearch and development costs incurred 20,185 14,816Development costs recognised under intangible assets -6,705 -3,273Amortisation and impairment of development costs recognised 5,016 5,255Total research and development costs recognised in the income statement 18,496 16,798Staff costsRemuneration of the Board of Directors of the parent 1,350 1,519Wages and salaries 137,231 125,738Defined contribution plans 12,761 9,775Other social security expenses 5,620 6,768Total staff costs 156,962 143,800Average number of employees 585 537Remuneration of the Board of Directors, the Executive Board and executive employeesSalaries and remuneration:Board of Directors of the parent 1,350 1,519Executive Board of the parent 3,093 7,068Other executive employees 4,265 4,064Total salaries and remuneration 8,708 12,651DKK '000 <strong>2011</strong> 20105. Costs – continuedPension contributionsExecutive Board of the parent 26 127Other executive employees 218 219Total pension 244 346RemunerationBoard of Directors of the parent 1,350 1,519Executive Board of the parent 3,119 7,195Other executive employees 4,483 4,283Total remuneration 8,952 12,997The Board of Directors only receives remuneration for its work. The total remuneration for the Board of Directors amounted to DKK 1,350k in <strong>2011</strong> againstDKK 1,519k in 2010.The remuneration for each member of the Board of Directors amounts to DKK 150k, which has not changed since 2007. The chairman and the deputychairman receive additional remuneration of 150% and 75%, respectively, which has been reduced from 200% and 100%, respectively, in 2009.Until 2010, the Board of Directors consisted of seven members elected by the general meeting and four members elected by the employees. At the generalmeeting in 2010, the number of members elected by the general meeting was reduced from seven to four so that the Board of Directors consistedof six members in total until the general meeting in <strong>2011</strong>. As from the general meeting in <strong>2011</strong>, the Board of Directors has consisted of seven members,three of whom are employee representatives.The remuneration of the Executive Board comprises a fixed salary and a bonus, which is conditional upon the fulfilment of a number of objectives definedin advance. The <strong>annual</strong> bonus cannot exceed 40% of the fixed salary.In 2010 and up until March <strong>2011</strong>, the Executive Board consisted of two member, after which it was reduced to one member.In <strong>2011</strong>, the total remuneration for the Executive Board amounted to DKK 3,119k (2010: DKK 7,195k) with DKK 2,785k being paid to the CEO and DKK334k being paid to the deceased CFO. The remuneration paid to the Executive Board in 2010 includes DKK 2,782k paid in the form of bonuses in connectionwith the divestments made.Other executive employees comprise key staff in the parent or employees responsible for the group's main business areas and who are not members ofthe Executive Board of the parent. Both in 2010 and <strong>2011</strong>, this group consisted of three persons.6. Share-based remunerationIn 2007, <strong>Dantherm</strong> A/S established a two-year share option programme for members of the Executive Board and executive employees, nine persons inall. In 2009, <strong>Dantherm</strong>’s Board of Directors decided not to extend the programme, for which reason no costs in this respect were recognised in 2010 and<strong>2011</strong>.The share option programme comprised a total of 51,284 share options as at 31 December <strong>2011</strong>, which is unchanged relative to the end of 2010. Eachshare option gives the holder the right to buy one existing <strong>Dantherm</strong> A/S share with a nominal value of DKK 10. The outstanding options constitute0.7% of the share capital.60 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 61


INDEX INDEXNotesNotes6. Sharebased remuneration – continuedThe share options may be exercised for a period from three to six years after granting. Options granted in 2008 may thus be exercised from the generalmeeting in <strong>2011</strong> and until the general meeting in 2014. The options can only be exercised for a period of four weeks after the publication of financialstatements or interim financial statements. The exercise price was fixed at an average price for a period of ten days after the publication of the company's<strong>annual</strong> <strong>report</strong> plus 5% per year.The options can only be exercised in the form of shares. A portion of the company's holding of treasury shares has been reserved for any settlement ofoptions granted.Fair value Fair valueExecutive Other Average ex- per option Total atBoard of executive ercise price at the time the time ofthe parent employees Total per option of granting grantingNo. of options No. of options No. of options DKK DKK DKK '000Outstanding options at the beginning of 2010 16,875 34,409 51,284 163 33 1,672Outstanding options at the end of 2010 16,875 34,409 51,284 163 33 1,672Outstanding options at the beginning of <strong>2011</strong> 16,875 34,409 51,284 163 33 1,672Reclassification -6,520 6,520 0 0 0 0Outstanding options at the end of <strong>2011</strong> 10,355 40,929 51,284 163 33 1,672Number of options exercisable at the end of 2010 4,214 18,270 22,484Number of options exercisable at the end of <strong>2011</strong> 10,355 40,929 51,284DKK '000 <strong>2011</strong> 20107. Special itemsStaff costs relating to dismissed employees and employees released with pay 0 2,130Other restructuring costs 0 153Total special items 0 2,283In 2010, special items comprised the costs of restructuring in the Swedish company, transferring production to the factories in Denmark and China andselling the buildings.8. Financial incomeInterest, cash etc. 196 196Foreign exchange gains 2,941 694Cancellation of debt from minority shareholder 1,146 0Other financial income 871 175Total financial income 5,154 1,065Interest on financial assets measured at amortised cost amounts to 1,067 371DKK '000 <strong>2011</strong> 20109. Financial expensesInterest, credit institutions etc. 13,683 15,000Foreign currency translation adjustment and losses 3,365 2,696Fees and other costs 877 4,070Total financial expenses 17,925 21,766Interest on financial liabilities measured at amortised cost amounts to 13,683 15,00010. TaxTax for the year can be distributed as follows:Tax on profit/loss for the year -4,056 2,628Tax on changes in equity 0 -703Total -4,056 1,925Tax on profit/loss for the year comprises:Current tax -3,456 -3,889Adjustment of deferred tax -1,417 4,425Adjustment of deferred tax due to changed assessment of tax assets 1,595 2,012Adjustment of tax, previous years 0 80Other taxes -778 0Total -4,056 2,628Tax on profit/loss for the year comprises:Profit/loss before tax 9,757 -44,533Share of profit/loss after tax in associates 0 30,686Profit/loss from continuing operations before tax without associates 9,757 -13,847Tax rate 25% 25%Calculated tax on profit/loss before tax -2,439 3,462Adjustment of calculated tax in foreign group enterprises relative to current tax rate -38 -55Income in companies with local losses 84 987Losses in companies, for which the tax base is not recognised -1,953 -1,221Other taxes (not based on income) -778 -2,561Tax effect of:Non-deductible expenses and non-taxable income, net -527 -76Change in the valuation of tax losses in addition to earnings performance 1,595 2,012Adjustment of tax, previous years 0 80Total -4,056 2,628Effective tax rate without associates 42% 19%62 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 63


INDEX INDEXNotesNotes10. Tax – continuedThe tax expense is primarily attributable to the adjustment of current and deferred tax in China and Norway. Recognition of tax assets in the consolidatedcompanies is based on an assessment of earnings and taking account of the rules on limitation in the individual countries. Tax assets resulted inincome of DKK 1,595k in <strong>2011</strong>.As at 31 December <strong>2011</strong>, the group had unrecognised tax losses of DKK 52.8m (2010: DKK 45.8m) in foreign companies and DKK 119.0m (2010: DKK124.7m) in the jointly taxed Danish companies, corresponding to a total tax value of DKK 44.2m (2010: DKK 41.9m). A part of the unrecognised tax lossesin the foreign companies is subject to restrictions in use just as periods of limitation sometimes apply.DKK '000 <strong>2011</strong> 201011. Earnings per shareNet profit/loss for the year 4,278 -43,850Average number of shares 7,190,574 7,190,574Average number of treasury shares -80,526 -80,526Average number of shares in circulation 7,110,048 7,110,048Diluted average number of shares in circulation 7,110,048 7,110,048Earnings per share (EPS) of DKK 10 0.6 -6.2Diluted earnings per share (EPS-D) of DKK 10 0.6 -6.2The calculation of earnings per share for continuing and discontinuing operations, respectively, is based on the same key figures as earnings per share:The <strong>Dantherm</strong> shareholders' share of:Profit/loss from discontinuing operations -1,423 -1,945Profit/loss from continuing operations 5,701 -41,905Net profit/loss for the year 4,278 -43,85012. Intangible assetsPrepaymentsCompletedand developmentdevelopment Patents projects inDKK '000 goodwill projects and licences progress TotalCost as at 1 January 2010 103,550 54,175 21,484 18,669 197,878Disposal in relation to discontinued operation -8,279 -16,094 -16,130 -17,689 -58,192Foreign currency translation adjustment 0 238 186 0 424Reclassification 0 3,724 0 -3,724 0Additions 0 0 0 3,273 3,273Disposals 0 -56 -546 -335 -937Cost as at 31 December 2010 95,271 41,987 4,994 194 142,446Amortisation and impairment losses as at 1 January 2010 28,678 40,211 9,741 15,716 94,346Disposal in relation to discontinued operation -2,934 -12,216 -5,793 -15,470 -36,413Foreign currency translation adjustment 0 196 165 0 361Amortisation 0 5,166 788 89 6,043Amortisation and impairment losses in respect of disposal 0 -56 -546 -335 -937Amortisation and impairment lossesas at 31 December 2010 25,744 33,301 4,355 0 63,400Carrying amount as at 31 December 2010 69,527 8,686 639 194 79,046Cost as at 1 January <strong>2011</strong> 95,271 41,987 4,994 194 142,446Foreign currency translation adjustment 0 92 51 0 143Reclassification 0 2,063 0 -2,063 0Additions 0 483 234 6,222 6,939Disposals 0 -12,145 0 0 -12,145Cost as at 31 December <strong>2011</strong> 95,271 32,480 5,279 4,353 137,383Amortisation and impairment losses as at 1 January <strong>2011</strong> 25,744 33,301 4,355 0 63,400Foreign currency translation adjustment 0 92 51 0 143Reclassification 0 0 0 0 0Amortisation 0 5,016 515 0 5,531Amortisation and impairment losses in respect of disposal 0 -12,145 0 0 -12,145Amortisation and impairment lossesas at 31 December <strong>2011</strong> 25,744 26,264 4,921 0 56,929Carrying amount as at 31 December <strong>2011</strong> 69,527 6,216 358 4,353 80,454To be amortised over 3-6 years 3-6 yearsGoodwill:As at 31 December <strong>2011</strong>, the management carried out an impairment test of the carrying amount of goodwill.Impairment tests are, as a minimum, carried out once a year if events or changed circumstances indicate that the carrying amount is higher than t<strong>here</strong>coverable amount.The factors which, according to the group, should result in an impairment test comprise:• Significantly reduced earnings relative to historical and/or expected future results.• Significant changes to the group's use of the assets or to the overall business strategy.• Significant negative developments in the industry or the economy to which the goodwill value is related.In connection with the impairment test, the recoverable amount, corresponding to the discounted value of expected future cash flows, is comparedwith the carrying amount of the individual cash-generating units.64 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 65


INDEX INDEXNotesNotes12. Intangible assets – continuedExpected future cash flows are based on the budget for 2012 approved by the management, the outlook for 2013-2014 and a terminal value. The discountrate used to calculate the recoverable amount of all cash-generating units was 8-10% before tax in 2010 and <strong>2011</strong> and reflects the risk-free interestrate plus specific risks weighted in relation to the equity interest. No growth factor is recognised in the terminal period.The goodwill amount as at 31 December <strong>2011</strong> concerns the <strong>Dantherm</strong> Air Handling group. The impairment tests carried out in respect of the <strong>Dantherm</strong>Air Handling group did not give rise to any changed assessment of the carrying amount.Completed development projectsCompleted development projects as at 31 December <strong>2011</strong> primarily comprise products developed within Domestic ventilation, Defence and Telecom(products for network operators).Development costs comprise salaries and other costs which are attributable to the company's development activities. Upon completion of the developmentwork, development projects are amortised according to the straight-line method over their estimated useful lives. Significant deviations betweenthe expected and realised sale of the developed products result in an assessment of the need for impairment.Development projects in progressDevelopment projects in progress as at 31 December <strong>2011</strong> primarily comprise products within Defence, Dehumidification, Domestic ventilation andTelecom (products for network operators).An impairment test of development projects in progress was made at the end of the financial year. The need for impairment is assessed on the basis ofthe expected future net cash flows which are estimated on the basis of the business plans and budgets prepared for the most important developmentprojects. The future expectations are based on historical experience from similar products, knowledge of customer interest and concrete order placementsin connection with customised products, which constitute a significant part of the development activities.The assessment of the impairment need at the end of <strong>2011</strong> did not give rise to impairment.13. Property, plant and equipmentOther plant,fixtures PrepaymentsLeasehold and fittings, and assetsLand and improve- Plant and tools and underDKK ‘000 buildings ments machinery equipment construction TotalCost as at 1 January 2010 354,292 13,758 208,146 21,418 311 597,925Disposal in relation to discontinued operation -188,754 -5,293 -78,108 1,803 -311 -270,663Foreign currency translation adjustment 1,467 621 1,621 789 0 4,498Additions 0 84 271 578 0 933Disposals -6,881 0 -1,020 -2,638 0 -10,539Cost as at 31 December 2010 160,124 9,170 130,910 21,950 0 322,154Depreciation and impairment losses as at 1 January 2010 97,577 8,233 137,122 11,286 0 254,218Disposal in relation to discontinued operation -48,320 -2,546 -51,276 8,135 0 -94,007Foreign currency translation adjustment 827 422 1,208 652 0 3,109Depreciation 5,585 1,685 8,817 1,837 0 17,924Depreciation and impairment losses in respect of disposal -3,169 0 -937 -2,404 0 -6,510Depreciation and impairment lossesas at 31 December 2010 52,500 7,794 94,934 19,506 0 174,734Carrying amount as at 31 December 2010 107,624 1,376 35,976 2,444 0 147,420Of which assets held under finance leases 101,266 0 23,059 0 0 124,325Cost as at 1 January <strong>2011</strong> 160,124 9,170 130,910 21,950 0 322,154Foreign currency translation adjustment 54 461 714 182 0 1,411Reclassification 0 0 0 0 0 -221Additions 101 161 1,321 916 0 2,499Disposals -23 -1,590 -751 -1,378 0 -3,521Cost as at 31 December <strong>2011</strong> 160,256 8,202 132,194 21,670 0 322,322Depreciations and impairment losses as at 1 January <strong>2011</strong> 52,500 7,794 94,934 19,506 0 174,734Foreign currency translation adjustment 38 446 547 154 1,185Reclassification 0 0 0 0 0 -221Depreciation 5,128 922 8,245 1,195 0 15,490Depreciation and impairment losses in respect of disposal -23 -1,590 -751 -1,198 0 -3,341Depreciation and impairment lossesas at 31 December <strong>2011</strong> 57,643 7,572 102,975 19,657 0 187,847Carrying amount as at 31 December <strong>2011</strong> 102,613 630 29,219 2,013 0 134,475Of which assets held under finance leases 100,356 0 13,904 0 0 114,260To be depreciated over 15-30 years 5 years 5-8 years 3-7 years - -Selling price of disposed assets 0 0 0 346 0 346Carrying amount 0 5 0 179 0 184Gain/loss on sale 0 -5 0 167 0 16266 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 67


INDEX INDEXNotesNotesDKK '000 31.12.11 31.12.1014. Equity investments in associatesCost as at 1 January 33,100 0Reclassified from discontinuing operation 0 25,100Addition relating to the purchase of equity investments 0 8,000Cost as at 31 December 33,100 33,100Value adjustments as at 1 January -33,100 0Value adjustments for the year in respect of share of net profit/loss (38%) 0 -19,217Impairment losses for the year 0 -13,883Value adjustments as at 31 December -33,100 -33,100Carrying amount as at 31 December 0 0Equity investments in associates comprise <strong>Dantherm</strong> Power A/S domiciled in Hobro, Denmark, in which <strong>Dantherm</strong>'s ownership interest amounts to 38%.The <strong>2011</strong> key figures for <strong>Dantherm</strong> Power A/S are as follows:<strong>Dantherm</strong>'s shareNet profit/Net profit/loss forloss forDKK ‘000 Revenue the year Assets Liabilities Equity the year<strong>Dantherm</strong> Power A/S 29,715 -37,293 49,171 49,331 0 0DKK '000 31.12.11 31.12.1015. Other securities and equity investmentsCost as at 1 January 547 1,741Disposal in relation to discontinuing operation 0 -1,194Disposals -11 0Cost as at 31 December 536 547Value adjustments as at 1 January -508 -1,352Disposal in relation to discontinuing operation 0 850Disposals -11 0Value adjustments during the year -17 -6Value adjustments as at 31 December -536 -508Carrying amount as at 31 December 0 39Financial assets classified as held for sale in 2010 comprise listed and unlisted shares calculated at fair value.16. InventoriesRaw materials and consumables 46,813 41,288Work in progress 9,958 10,818Manufactured goods and goods for resale 55,071 42,038Total inventories 111,842 94,144DKK '000 31.12.11 31.12.1017. ReceivablesLong-term receivablesReceivables from associates 9,120 0Other receivables 1,000 0Total long-term receivables 10,120 0Receivables falling due after 12 months 10,120 0Short-term receivablesTrade receivables 80,153 74,275Receivables from associates 1,551 2,452Other receivables 8,931 13,772Total short-term receivables 90,635 90,499Write-downs offset against the above-mentioned amounts 964 1,158It is estimated that the carrying amount of receivables corresponds to the fair value of both short-term and long-term receivables. No security has beenprovided for receivables. Upon write-down of a debtor, the entire receivable is written down.Write-downs included in the above-mentioned receivables have developed as follows:Write-downs as at 1 January 1,158 22,687Disposal in relation to discontinued operations 0 -19,829Loss realised during the year -258 208Net change in provision 64 -1,908Write-downs as at 31 December 964 1,158Credit risksThe group does not have any significant risks relating to a single customer or partner. The group's policy for taking on credit risks means that all majorcustomers and partners are credit rated on a continuous basis.Of the total debtor balance as at 31 December <strong>2011</strong>, 64% is insured against losses (2010: 54%). The maximum credit risk represents approx. 54% of thetotal long-term and short-term receivables.The geographical distribution of the net value of trade receivables is as follows:DKK '000 31.12.11 31.12.10Denmark 6,849 7,159EU contries 43,659 41,816Asia 12,588 16,736USA 4,167 3,345Other countries 14,441 7,671Total receivables 81,704 76,727The following maturities apply to trade receivables:Not due 75,186 70,5421-2 months overdue 3,882 4,2482-3 months overdue 506 1,2633 months or more overdue 2,130 674Total 81,704 76,72768 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 69


INDEX INDEXNotesNotes18. Share capitalNo. of sharesNominal value (DKK '000)<strong>2011</strong> 2010 <strong>2011</strong> 20101 January 7,190,574 7,190,574 359,528 359,528Capital reduction 0 0 -287,622 031 December 7,190,574 7,190,574 71,906 359,528Treasury sharesNo. of sharesNominal value (DKK '000)<strong>2011</strong> 2010 <strong>2011</strong> 20101 January 80,526 80,526 4,026 4,02631 December 80,526 80,526 4,026 4,026Treasury shares' share of the share capital 1.1% 1.1%The share capital comprises 7,190,574 shares with a nominal value of DKK 10 each. The shares are not divided into classes. At <strong>Dantherm</strong>'s general meetingin <strong>2011</strong>, it was decided to reduce the share capital from a nominal amount of DKK 359,528k to DKK 71,906k.<strong>Dantherm</strong> has been authorised by the general meeting to let the company buy treasury shares up to a nominal value of 10% of the share capital. Theconsideration paid must not deviate by more than 10% from the currently listed share price at the time of the purchase.This authorisation is valid until the <strong>annual</strong> general meeting in 2016.No treasury shares were traded in 2010 and <strong>2011</strong>.DKK '000 31.12.11 31.12.1019. Deferred taxDeferred tax as at 1 January -6,725 -17,405Disposal in relation to discontinuing operations 0 15,773Joint taxation contribution in relation to discontinuing operations 0 788Foreign currency translation adjustment -146 -67Change in deferred tax, previous years 0 -4,425Changed assessment of tax assets -1,595 -2,012Deferred tax for the year included in the net profit/loss for the year 1,417 -80Deferred tax for the year recognised in equity 0 703Deferred tax as at 31 December, net -7,049 -6,725Deferred tax is recognised in the balance sheet as follows:Deferred tax (asset) -7,049 -6,725Deferred tax as at 31 December, net -7,049 -6,725DKK '000 31.12.11 31.12.1019. Deferred tax – continuedDeferred tax concerns:Non-current assets -44 -47Current assets -1,819 -2,372Liabilities -591 -864Tax losses allowed for carry-forward -4,595 -3,442Total deferred tax -7,049 -6,725Deferred tax assets in Danish and foreign companies are recognised as tax loss carry-forwards and other differences offset against income likely to berealised in future. A prudent recognition is made on the basis of earnings expectations and subject to the specific circumstances and rules on limitationin the relevant countries.The positive adjustment of deferred tax assets is primarily attributable to the companies in the USA and Sweden.The group has tax losses of DKK 171.8m (2010: DKK 170.5m), the tax value of which amounts to DKK 44.2m which is not recognised in the balance sheet.DKK '000 31.12.11 31.12.1020. ProvisionsWarranty commitments as at 1 January 5,931 27,607Disposal in relation to discontinued operations 0 -24,446Foreign currency translation adjustment 32 99Used during the year -1,388 -2,623Provisions for the year 3,159 5,294Warranty commitments as at 31 December 7,734 5,931Provision for restructuring as at 1 January 0 4,436Disposal in relation to discontinued operations 0 -4,436Provision for restructuring as at 31 December 0 0Other liabilities as at 1 January 2,052 14,288Disposal in relation to discontinued operations 0 -13,404Translation adjustments 1 72Provisions for the year 0 2,000Reversed provision -2,052 0Used during the year 0 -904Other liabilities as at 31 December 0 2,052Provisions as at 31 December 7,734 7,983Expected dates of maturity for provisions:0-1 year 7,096 7,1951-5 years 638 788Provisions as at 31 December 7,734 7,983Warranty commitments concern goods sold with a warranty. The liabilities have been calculated on the basis of previous years' experience. The costs areexpected to be incurred during the warranty period.Goods are normally sold with a warranty of 12-24 months. In a few cases, the warranty period is up to 60 months.70 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 71


INDEX INDEXNotesNotesDKK '000 31.12.11 31.12.1021. Payables to credit institutionsPayables to credit institutions are recognised as follows:Long-term payables (of which finance leases amount to 96,010/106,194) 103,680 113,821Short-term payables (of which finance leases amount to 9,839/12,495) 108,049 87,370Total payables to credit institutions 211,729 201,191Due after 5 years 77,059 83,486Fair value 214,659 204,089The difference between the carrying amount and the fair value is DKK 2,930k (2010: DKK 2,898k).The difference consists of floating-rate lease commitments.Finance leases are included in the above-mentioned liabilities as follows:Finance leases have been recognised as follows: <strong>2011</strong>DKK '000 Lease payment Interest Carrying amount0-1 year 14,371 -4,532 9,8391-5 years 41,721 -15,100 26,621> 5 years 78,602 -9,213 69,38931 December 134,694 -28,845 105,849Finance leases have been recognised as follows: 2010DKK '000 Lease payment Interest Carrying amount0-1 year 17,330 -4,835 12,4951-5 years 45,848 -15,513 30,335> 5 years 87,782 -11,923 75,85931 December 150,960 -32,271 118,689Interest rate risksIt is group policy to hedge the interest rate risk of the group's loans when it is assessed that interest payments can be secured satisfactorily. Hedging isdone either by entering into interest rate swaps, w<strong>here</strong> floating-rate loans are converted into fixed-rate loans, or by raising fixed-rate loans.The management regularly assesses the expediency of entering into agreements fully or partly hedging the interest rate risk.The subsidiary <strong>Dantherm</strong> Air Handling A/S has entered into a fixed-rate interest rate swap for hedging the floating interest rate on loans in the buildingin Skive in DKK at a total value of DKK 99,723k (2010: DKK 105,207k). The fair value of the interest rate swap outstanding at the balance sheet date forhedging the interest rate risk of floating-rate loans amounts to DKK -14,615k (2010: DKK -7,418k). The term of the interest rate swap corresponds to theterm of the loan.In order to limit the interest rate risk, the management has the objective that between 50% and 75% of the group's interest-bearing debt should befixed-rate loans. At the end of <strong>2011</strong>, the fixed-rate portion amounted to 51% against 56% at the end of 2010.All else being equal, an increase in interest rate levels of 1% per year relative to the interest rate levels at the balance sheet date would have had a negativeeffect of approx. DKK 1m on the results and equity. Similarly, a fall in interest rate levels would have had a positive effect.21. Payables to credit institutions – continuedeffective interest rate Carrying amountLoan/maturity Fixed/floating 31.12.11 31.12.10 31.12.11 31.12.10DKK Fixed, excluding supplement 4-5% 4-5% 99,723 105,217DKK Floating 4-6% 4-6% 86,611 65,478EUR Floating 4-6% 5-6% 670 1,815USD Floating 4-6% 5-6% 10,798 10,251GBP Floating 4-6% 5-6% 4,385 2,446SEK Floating 4-6% 5-6% 1,822 8,239Other Fixed 6-7% 4-7% 7,670 7,629Other Floating 4-6% 5-6% 50 118Total 211,729 201,191Liquidity risksIn connection with the raising of loans, it is group policy to ensure maximum flexibility by spreading the borrowing in terms of maturities, renegotiationdates and counterparties, taking account of the price of the loans. The group's cash resources comprise cash and cash equivalents as well as undrawncredit facilities. It is the group's objective to have adequate cash resources to, also in future, be able to make expedient arrangements in case of unforeseenfluctuations in liquidity.In 2010, <strong>Dantherm</strong> concluded an agreement with its primary credit institutions which expires on 1 May 2012. All covenants have been met throughoutthe agreement term. In February 2012, the agreement was re-negotiated, and the credit institutions were granted a two-year extension until 1 May2014. The agreement is expected to contain sufficient credit limits for the group’s operations and strategy development during the agreement term.At the end of <strong>2011</strong>, the group had unutilised cash resources of DKK 47m against DKK 59m at the end of 2010.DKK '000 31.12.11 31.12.1022. Trade payables and other payablesTrade payables 55,154 46,265Payables to associates 0 422Other payables 55,514 45,575Total trade payables and other payables 110,668 92,26223. Income taxIncome tax as at 1 January -948 702Disposal in relation to discontinuing operation 0 -12Foreign currency translation adjustment -374 -78Change in provisions for taxes, previous years 0 5Current tax -3,456 -3,889Tax paid 4,631 2,324Income tax as at 31 December -147 -948Recognised as follows:Income tax receivable 877 308Income tax payable -1,024 -1,256Total income tax -147 -94872 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 73


INDEX INDEXNotesNotesDKK '000 31.12.11 31.12.1024. Contingent liabilitiesUsual guarantees concerning contract work in progress and completed contract work:Guarantees through Danske Bank 0 230Usual guarantees have been furnished in connection with the divestment of companies and activities in 2010. At the end of <strong>2011</strong>, the only outstandingguarantees were usual guarantees relating to tax and environment in connection with the divestment of <strong>Dantherm</strong> Filtration in 2010.As a result of the group's ordinary operations, the group is regularly a party to pending warranty, complaints and product liability cases concerning theproducts supplied. The possible financial net liabilities are assessed on a regular basis, and separate provisions are made based on the management'scareful assessment of the financial liabilities attaching to the individual cases.At the end of <strong>2011</strong>, pending warranty, complaints and product liability cases were in the process of being settled amicably, and no cases have beenbrought before the courts.28. Discontinuing and discontinued operationsDiscontinued operations in <strong>2011</strong> comprise Stelectric Ejendomme A/S, which <strong>Dantherm</strong> owned until 23 December <strong>2011</strong>.Discontinuing and discontinued operations in 2010 comprise the following companies, stating period of ownership:• <strong>Dantherm</strong> Power A/S (1 January - 18 January 2010)• <strong>Dantherm</strong> Filtration group except for <strong>Dantherm</strong> Filtration SAS (1 January - 30 April 2010)• Danamics ApS (1 January - 1 June 2010)• <strong>Dantherm</strong> Filtration SAS (1 January - 22 September 2010)• <strong>Dantherm</strong> Air Handling Pte. Ltd. (1 January - 4 December 2010)• T&O Stelectric A/S (1 January - 31 December 2010)Due to the cessation of the <strong>Dantherm</strong> group's controlling influence, <strong>Dantherm</strong> Power A/S is recognised as an associate from 18 January 2010.The <strong>annual</strong> <strong>report</strong> for <strong>2011</strong> and comparative figures have been restated and presented according to IFRS 5.DKK '000 <strong>2011</strong> 2010DKK '000 31.12.11 31.12.1025. Security furnishedAs security for a lease commitment of 105,849 118,689the following has been provided:Land and buildings with a carrying amount of 100,356 101,266Plant and machinery with a carrying amount of 13,904 23,059As security for bank debt of 7,670 7,627the following has been provided:Land and buildings with a carrying amount of 2,257 2,337Current assets with a carrying amount of 21,058 16,200In respect of payables to credit institutions of DKK 98,210k, security has been provided in the form of floating charge in the assets in the subsidiary<strong>Dantherm</strong> Air Handling A/S of a maximum of DKK 75,000k. The floating charge comprises intangible assets and property, plant and equipment of DKK22,034k, inventories of DKK 66,257k and receivables of DKK 53,774k.DKK '000 31.12.11 31.12.1026. Contractual obligationsOperating lease payments and leases are as follows:0-1 year 5,604 5,6811-5 years 7,410 4,782After 5 years 912 0Total contractual obligations 13,926 10,463Costs of operating lease contracts recognised in the income statement 6,317 6,00027. Cash and cash equivalents and short-term bank debtCash and cash equivalents 24,648 14,326Cash and cash equivalents as at 31 December 24,648 14,326Revenue 187 306,909Costs -1,499 -329,643Profit/loss before tax -1,312 -22,734Tax on profit/loss for the year 0 -2,047Impairment after tax in connection with classification as discontinuing operation 0 -2,041Net gain after tax from divestment -111 24,877Net profit/loss for the year from discontinuing operations -1,423 -1,945Cash flows from operating activities -2,542 -901Cash flows from investing activities 2,122 -1,128Cash flows from financing activities -585 -2,397Cash flows from divestment, including payables to credit institutions and cash and cash equivalents 0 172,065Total cash flow from discontinuing operations -1,005 167,639Cash sales proceeds received 0 146,574Cash and cash equivalents in divested companies -645 39,285Cash flow classified as investing activity -645 107,289Cash flow classified as discontinuing operations -1,650 60,350Property, plant and equipment 0 20,999Receivables 0 2,522Securities and cash and cash equivalents 0 479Total assets held for sale 0 24,000Credit institutions 0 21,351Other liabilities 0 2,876Total liabilities relating to assets held for sale 0 24,227Earnings per share from discontinuing operations in DKK -0.2 -0.3Diluted earnings per share from discontinuing operations in DKK -0.2 -0.3Short-term payables to credit institutions 108,049 87,370Of which short-term part of lease commitments and mortgage debt -9,839 -12,495Short-term bank debt as at 31 December 98,210 74,875Cash and cash equivalents primarily concern a deposit in Chinese banks.74 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 75


INDEX INDEXNotesNotes29. financial risks and instrumentsThe <strong>Dantherm</strong> group's risk management policyIt is group policy to identify and hedge all significant financial risks in an expedient way and not to engage in active speculation in financial risks. Thegroup's financial management is thus only aimed at managing financial risks that are a direct consequence of the group's operations and financing.A description of accounting policies and methods applied, including the criteria for recognition and the basis of measurement, is given under Accountingpolicies.Currency risksIt is group policy to hedge significant commercial currency risks arising from foreign currency contracts w<strong>here</strong> the cash flow can be predicted withsufficient accuracy. The Danish group enterprises' EUR exposure is not hedged. Translation risks relating to the valuation of foreign net investments aregenerally not hedged. Capitalisation of the foreign subsidiaries is targeted in order to reduce the translation risk. At regular intervals, the group's managementconsiders whether loans need to be arranged for balancing large net investments w<strong>here</strong> the interest on the currency in question is lower thanthe interest on DKK.As a result of the group's international activities, developments in exchange rates between DKK and the various <strong>report</strong>ing currencies of the consolidatedcompanies are important for the operating profit/loss as measured in DKK. The total net position in currencies other than DKK and EUR amounted toDKK 27m at the end of <strong>2011</strong> relative to a net liability of DKK 2m at the end of 2010. Net receivables in EUR amounted to DKK 14m as at 31 December<strong>2011</strong> against DKK 32m at the end of 2010.The group's currency risks are primarily hedged due to income and expenses being settled in the same currency. The group's foreign enterprises arenot materially influenced by exchange rate fluctuations as both income and expenses are settled in the local currencies. No forward exchange contractswere concluded at the end of <strong>2011</strong>.The group's currency risks in the balance sheet31 December <strong>2011</strong>DKK '000Securitiesand cashand cashequivalents Receivables Payables Net positionUSD 10,506 15,367 -16,348 9,525GBP 0 11,494 -7,954 3,540SEK 7 1,424 -2,676 -1,245NOK 284 11,767 -12,448 -397EUR 13 28,532 -14,216 14,329PLN 378 1,225 -1,052 551CNY 13,026 15,716 -13,287 15,455Total 24,214 85,525 -67,981 41,75829. Financial risks and instruments – continuedThe consolidated income statement is affected by exchange rate fluctuations as the net profit/loss of foreign group enterprises is translated into Danishkroner on the basis of average exchange rates in connection with the continuous recognition during the year.As regards investments in foreign units, the group's equity as at 31 December <strong>2011</strong> would be reduced by DKK 6.7m (2010: DKK 5.4m) if all exchangerates were 10% lower than the actual rate.30. Related parties<strong>Dantherm</strong> A/S does not have any related parties with a controlling influence. Related parties with a significant influence comprise members of the company'sBoard of Directors and Executive Board and their related family members.Furthermore, related parties comprise the group enterprises and associates included in the group chart on page 7.Transactions between related parties comprise intercompany loans and interest t<strong>here</strong>on, purchase and sale of goods and services, management feesand remuneration of the Executive Board and the Board of Directors.The remuneration of the Executive Board and the Board of Directors appears from note 5. Transactions with group enterprises have been eliminated inthe consolidated financial statements. Transactions with associates comprise:Trading with associates comprises:DKK '000 <strong>2011</strong> 2010Sale of goods and services 1,882 5,031Purchased supplies 1 1,045Receivable from associates appears from note 17.31. Events occurring after the balance sheet dateNo important events have occurred after the balance sheet date.31 December 2010DKK '000Securitiesand cashand cashequivalents Receivables Payables Net positionUSD 4,967 18,182 -14,471 8,678GBP 0 1,804 -3,893 -2,089SEK 8 1,432 -10,308 -8,868NOK 1,571 8,262 -14,981 -5,148EUR 119 42,237 -9,992 32,364PLN 517 1,264 -1,079 702CNY 7,092 12,711 -14,946 4,857Other 2 0 0 2Total 14,276 85,892 -69,670 30,49876 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 77


INDEXIncome statementDKK '000 Note <strong>2011</strong> 2010Revenue 3 6,158 40,525financial statementsof the parentOther operating income 2,111 0Other external expenses 4 -8,155 -6,540Staff costs 4 -7,562 -7,528Profit/loss before depreciation, amortisation, impairment losses and write-downs (EBITDA) -7,448 26,457Depreciation, amortisation, impairment losses and write-downs of property,plant and equipment and intangible assets 9, 10 -1,532 -553Special items 5 -2,788 -21,118Operating profit/loss (EBIT) -11,768 4,786Financial income 6 62 214Financial expenses 7 -3,145 -9,776Profit/loss before tax -14,851 -4,776Tax on profit/loss for the year 8 -175 1,961NET PROFIT/LOSS FOR THE YEAR -15,026 -2,815Proposed appropriation accountRetained earnings -15,026 -2,815-15,026 -2,81578 <strong>Dantherm</strong> Annual Report <strong>2011</strong>Annual Report <strong>2011</strong><strong>Dantherm</strong>79


INDEX INDEXAssetsequity and liabilitiesDKK '000 Note 31.12.11 31.12.10Non-current assetsIntangible assetsPatents and licences 9 0 0Total intangible assets 0 0Property, plant and equipmentOther plant, fixtures and fittings, tools and equipment 10 149 268Leasehold improvements 10 0 413Total property, plant and equipment 149 681Other non-current assetsEquity investments in subsidiaries 11 269,527 269,527Equity investments in associates 11 0 0Other securities and equity investments 11 0 26Receivables from associates 12 9,120 0Other receivables 12 1,000 0Other non-current assets, total 279,647 269,553DKK '000 Note 31.12.11 31.12.10EquityShare capital 13 71,906 359,528Retained earnings 126,455 -146,141Total equity 198,361 213,387Current liabilitiesCredit institutions 14 68,145 39,383Trade payables and other payables 15 17,996 20,594Total current liabilities 86,141 59,977Total liabilities 86,141 59,977TOTAL EQUITY AND LIABILITIES 284,502 273,364Contingent liabilities 16Contractual obligations 17Related parties 18Total non-current assets 279,796 270,234Current assetsReceivables 12 4,705 3,129Cash 1 1Total current assets 4,706 3,130TOTAL ASSETS 284,502 273,36480 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 81


INDEX INDEXStatement of changes in equityCash flow statementRetainedDKK '000 Share capital earnings TotalEquity as at 1 January 2010 359,528 -143,326 216,202Changes in equity in 2010Net profit/loss for the year 0 -2,815 -2,815Total comprehensive income 0 -2,815 -2,815Total changes in equity in 2010 0 -2,815 -2,815Equity as at 31 December 2010 359,528 -146,141 213,387Equity as at 1 January <strong>2011</strong> 359,528 -146,141 213,387Changes in equity in <strong>2011</strong>Capital reduction -287,622 287,622 0Net profit/loss for the year 0 -15,026 -15,026Total comprehensive income -287,622 272,596 -15,026Total changes in equity in <strong>2011</strong> -287,622 272,596 -15,026Equity as at 31 December <strong>2011</strong> 71,906 126,455 198,361DKK '000 Note <strong>2011</strong> 2010Profit/loss before tax -14,851 -4,776Adjustment for non-cash operating items etc.:Depreciation, amortisation, impairment losses and write-downs 1,532 553Special items 2,788 21,118Financial income -62 -214Financial expenses 3,145 9,776Cash flow from primary operations before changes in working capital -7,448 26,457Change in receivables -525 1,160Change in trade payables etc. -2,123 4,128Cash flow from primary operations -10,096 31,745Interest income received 62 214Interest expenses paid -3,119 -9,776Cash flow from ordinary operations -13,153 22,183Income tax paid -175 374Cash flow from operating activities -13,328 22,557Divestment of subsidiaries 0 127,861Purchase of intangible assets -1,000 0Purchase of financial assets -1,000 0Contributions to subsidiaries -2,788 -7,029Financial loans -9,120 0Investments in associates 0 -8,000Cash flow from investing activities -13,908 112,832Loan financing:Repayment of non-current liabilities 0 -56,726Change in intercompany accounts with group enterprises -1,526 -40,530Cash flow from financing activities -1,526 -97,256Cash flow for the year -28,762 38,133Cash and cash equivalents, beginning of year -39,382 -77,515Cash and cash equivalents, year-end -68,144 -39,382Cash, year-end, comprises:Cash 1 1Short-term bank debt -68,145 -39,383Cash and cash equivalents, year-end -68,144 -39,38282 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 83


INDEX INDEX1. Accounting policiesThe financial statements of the parenthave been prepared as a result of theDanish Financial Statements Act’s requirementson the preparation of financialstatements of parents.The <strong>2011</strong> <strong>annual</strong> <strong>report</strong> of the parent ispresented in accordance with InternationalFinancial Reporting Standards asadopted by the EU and additional Danishdisclosure requirements for the <strong>annual</strong><strong>report</strong>s of listed companies, cf. NASDAQOMX Copenhagen's disclosure requirementsfor the <strong>annual</strong> <strong>report</strong>s of listedcompanies and the IFRS order issued inaccordance with the Danish FinancialStatements Act.The accounting policies have been appliedconsistently with last year.Description of accountingpoliciesThe accounting policies applied by theparent only deviate from those applied inthe consolidated financial statements inthe following respects:RevenueDividend from equity investments insubsidiaries and associates is recognisedas income in the income statement ofthe parent in the financial year in whichthe dividend is declared. However, to theextent that the dividend paid exceedsthe accumulated earnings after the dateof acquisition, the dividend is not recognisedas income in the income statement,but is recognised as a reduction in thecost of the equity investment.Furthermore, interest income from anyequity-like loans granted to subsidiariesis included in revenue by the amountconcerning the financial year. Revenuealso includes management fees collectedfrom the subsidiaries of the parent.Tax on profit/loss for the yearThe company is covered by the Danishrules on compulsory joint taxation of the<strong>Dantherm</strong> group's Danish companies.Subsidiaries are included in the jointtaxation from the time of their inclusionin the consolidation in the consolidatedfinancial statements until the time of theirwithdrawal from the consolidation. Thecompany is an administration companyfor the joint taxation, settling all paymentsof income tax with the tax authorities.The current Danish income tax is allocatedby settling joint taxation contributionsbetween the jointly taxed companies inrelation to their taxable income. Companiesutilising taxable losses in othercompanies pay a joint taxation contributionto the parent corresponding to thetax value of the utilised losses, while companieswhose tax losses are utilised byother companies receive a joint taxationcontribution from the parent correspondingto the tax value of the utilised losses(full allocation).Tax for the year, which consists of thecurrent income tax for the year, the jointtaxation contribution for the year andchanges in deferred tax – also as a resultof a change in the tax rate – is recognisedin the income statement with the portionattributable to the net profit/loss for theyear and directly in equity with the portionattributable to amounts recogniseddirectly in equity.Special itemsSpecial items comprise significant nonrecurringitems that typically did not existin previous years and are not expected toexist in the coming financial years and/or items of a special nature which are notpart of the parent's ordinary operations.Equity investments in subsidiariesand associatesEquity investments in subsidiaries andassociates are measured at cost. If t<strong>here</strong>are any indications of impairment, an impairmenttest is carried out as describedin the consolidated financial statements.W<strong>here</strong> the cost exceeds the recoverableamount, an impairment is performed tothis lower amount.The cost is reduced by the dividend receivedwhich exceeds the accumulatedearnings after the date of acquisition.ReceivablesReceivables are measured at amortisedcost. If t<strong>here</strong> is indication of impairment,provisions for bad debts are made. Impairmentis made at an individual level.Impairment is calculated as the differencebetween the carrying amount andthe present value of the expected cashflows, including the realisable value of anysecurity received. The effective interestrate is used as the discount rate for theindividual receivable or portfolio.2. Accounting estimates and assessmentsWhen calculating the carrying amount ofcertain assets and liabilities, an estimate isrequired of how future events will affectthe value of such assets and liabilities atthe balance sheet date. Estimates, whichare important to the financial <strong>report</strong>ing ofthe parent, are for example made whendetermining the need for a write-downof equity investments in subsidiaries andinvestments in and loans to associates.The recognition of interest on receivableswritten down is calculated for the valuewritten down using the effective interestrate for the individual receivable orportfolio.The estimates applied are based on assumptionswhich the management findsreasonable, but which are naturally uncertainand unpredictable. These assumptionsmay be incomplete or inaccurate,and unexpected events or circumstancesmay occur. Moreover, the company isexposed to risks and uncertainties whichmay cause the actual results to deviatefrom these estimates.New accounting regulationReference is made to page 46 in theconsolidated financial statements. A newfinancial standard has been implementedto the extent relevant for the parent.The notes contain information about futureassumptions and other uncertain estimatesat the balance sheet date w<strong>here</strong>t<strong>here</strong> is a considerable risk of changeswhich may result in a significant adjustmentof the carrying amounts of assets orliabilities within the next financial year.The management estimates that theapplication of the parent's accountingpolicies does not entail any assessmentsin addition to estimates which may have asignificant impact on the amounts recognisedin the <strong>annual</strong> <strong>report</strong>.84 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 85


INDEX INDEXNotesNotesDKK '000 <strong>2011</strong> 20103. RevenueDividend received 0 35,000Management fee 6,158 5,525Total revenue 6,158 40,5254. CostsFees for auditors appointed by the general meetingTotal fees for Beierholm 306 417Total fees for auditors appointed by the general meeting 306 417The fees comprise:Audit 205 250Tax and VAT consultancy services 17 50Services other than audits 84 117Total 306 417Staff costsWages and salaries 7,298 11,716Wages and salaries in respect of special items 0 -4,646Defined contribution plans 253 406Other social security expenses 11 52Total staff costs 7,562 7,528Average number of employees 5 6Remuneration of the Board of Directors and Executive BoardBoard of Directors of the parent 1,350 1,519Executive Board of the parent 3,119 7,195Total remuneration of the Board of Directors and the Executive Board 4,469 8,714A description of the remuneration of the Board of Directors and the Executive Board is given in note 5in the consolidated financial statements.5. Special itemsGains on the divestment of subsidiary and sale of equity investments 0 -19,011Cancellation of debt of group enterprise -2,788 0Loss on sale of receivable 0 2,600Impairment of subsidiary 0 4,429Impairment of associates 0 33,100Total special items -2,788 21,118DKK '000 <strong>2011</strong> 20106. Financial incomeInterest income from group enterprises 59 146Other interest income 0 68Foreign exchange gains 3 0Total financial income 62 214Interest on financial assets measured at amortised cost amounts to 59 1467. Financial expensesInterest expenses to group enterprises 310 688Other interest expenses 2,803 7,325Market value adjustments and losses on securities 32 1,763Total financial expenses 3,145 9,776Interest on financial liabilities measured at amortised cost amounts to 3,113 8,0138. TaxCurrent tax for the year comprises:Current tax for the year 0 0Adjustment of deferred tax 0 -1,883Adjustment of tax, previous years 0 -78Other taxes -175 0Total -175 -1,961Tax on profit/loss for the year comprises:Profit/loss before tax -14,851 -4,776Tax rate 25% 25%Calculated tax on profit/loss before tax -3,713 -1,194Tax on non-taxable income 0 -8,750Tax on accounting value adjustment and loss on divestment of activity 0 5,280Tax losses which are not recognised 3,713 4,665Changed assessment of tax assets 0 -1,884Adjustment of tax, previous years 0 -78Other taxes -175 0Total -175 -1,961Effective tax rate 1% 41%DKK '000 31.12.11 31.12.109. intangible assetsPatents and licencesCost as at 1 January 282 282Additions 1,000 0Cost as at 31 December 1,282 282Amortisation and impairment losses as at 1 January 282 282Amortisation and impairment losses 1,000 0Amortisation and impairment losses as at 31 December 1,282 282Carrying amount as at 31 December 0 086 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 87


INDEX INDEXNotesNotesDKK '000 31.12.11 31.12.1010. property, plant and equipmentOther plant, fixtures and fittings, tools and equipmentCost as at 1 January 1,275 1,275Cost as at 31 December 1,275 1,275Depreciation and impairment losses as at 1 January 1,007 888Depreciation 119 119Depreciation and impairment losses as at 31 December 1,126 1,007Carrying amount as at 31 December 149 268Leasehold improvementsCost as at 1 January 1,590 1,590Cost as at 31 December 1,590 1,590Depreciation and impairment losses as at 1 January 1,177 743Depreciation 413 434Depreciation and impairment losses as at 31 December 1,590 1,177Carrying amount as at 31 December 0 413Name Domicile Ownership Ownershipshare shareSubsidiaries: <strong>2011</strong> 2010<strong>Dantherm</strong> Air Handling Holding A/S Skive, Denmark 100% 100%ERO A/S (under liquidation) Skive, Denmark 100% 100%Associates:<strong>Dantherm</strong> Power A/S Hobro, Denmark 38% 38%DKK '000 31.12.11 31.12.1012. ReceivablesReceivables from group enterprises 4,014 2,963Receivables from associates 9,120 0Other receivables 1,691 166Total receivables 14,825 3,129Receivables falling due after 12 months comprise 10,120 0Credit risksThe credit risks of the parent essentially concern receivables from an associate and subsidiaries, and the risk is t<strong>here</strong>fore not hedged. No security hasbeen provided for receivables. The maximum credit risk amounts to DKK 14,825k.11. other non-current assetsEquityOtherinvestments Equity securitiesDKK '000 in group investments and equityenterprises in associates investmentsCost as at 1 January 2010 727,561 0 53Additions 7,029 8,000 0Reclassification -121,733 121,733 0Disposals -108,849 0 0Cost as at 31 December 2010 504,008 129,733 53Value adjustments as at 1 January 2010 -324,084 0 -27Value adjustment for the year -7,030 -33,100 0Reclassification 96,633 -96,633 0Disposals 0 0 0Value adjustments as at 31 December 2010 -234,481 -129,733 -27Carrying amount as at 31 December 2010 269,527 0 26Cost as at 1 January <strong>2011</strong> 504,008 129,733 53Additions 2,788 0 0Cost as at 31 December <strong>2011</strong> 506,796 129,733 53Value adjustments as at 1 January <strong>2011</strong> -234,481 -129,733 -27Value adjustment for the year -2,788 0 -6Value adjustments as at 31 December <strong>2011</strong> -237,269 -129,733 -5313. Share capitalNumber of sharesNominal value (DKK '000)<strong>2011</strong> 2010 <strong>2011</strong> 20101 January 7,190,574 7,190,574 359,528 359,528Capital reduction 0 0 -287,622 031 December 7,190,574 7,190,574 71,906 359,528The share capital comprises 7,190,574 shares with a nominal value of DKK 10 each. The shares are not divided into classes.Treasury sharesNumber of sharesNominal value (DKK '000)<strong>2011</strong> 2010 <strong>2011</strong> 20101 January 80,526 80,526 4,026 4,02631 December 80,526 80,526 4,026 4,026Treasury shares' share of the share capital 1.1% 1.1%The share capital comprises 7,190,574 shares with a nominal value of DKK 10 each. The shares are not divided into classes. At <strong>Dantherm</strong>'s general meetingin <strong>2011</strong>, it was decided to reduce the share capital from a nominal amount of DKK 359,528k to DKK 71,906k.<strong>Dantherm</strong> A/S has been authorised by the general meeting to let the company buy treasury shares up to a nominal value of 10% of the share capital.The consideration paid must not deviate by more than 10% from the share price listed at the time of the purchase.This authorisation is valid until the <strong>annual</strong> general meeting in 2016.No treasury shares were traded in 2010 and <strong>2011</strong>.Carrying amount as at 31 December <strong>2011</strong> 269,527 0 0The cost of equity investments in the subsidiaries was tested for impairment in connection with the closing of the financial statements for 2010 and<strong>2011</strong>.88 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 89


INDEX INDEXNotesNotesDKK '000 31.12.11 31.12.1014. Payables to credit institutionsPayables to credit institutions are recognised as follows:Short-term payables 68,145 39,383Total payables to credit institutions 68,145 39,38316. contingent liabilitiesUsual guarantees have been furnished in connection with the divestment of companies in 2010. At the end of <strong>2011</strong>, the only outstanding guaranteeswere usual guarantees relating to tax and environment in connection with the divestment of <strong>Dantherm</strong> Filtration in 2010.The parent is jointly and severally liable with other consolidated companies for the group's debt with the main banks which totals DKK 98,210k, includingthe company's own debt. (2010: DKK 74,875k).The parent's risk management policyAs a result of its operations, investments and financing, the parent is exposed to changes in interest rate levels. It is group policy to identify and hedgeall significant financial risks in an expedient manner and not to engage in active speculation in financial risks.Currency risksThe parent is not exposed to any currency risks in relation to loans as these are all arranged in DKK.The parent has guaranteed the subsidiaries' balances with FIH which total DKK 99,723k (2010: DKK 105,234k).The parent is jointly and severally liable with the jointly registered consolidated enterprises <strong>Dantherm</strong> Air Handling A/S, <strong>Dantherm</strong> Air Handling HoldingA/S and ERO A/S for the total VAT commitment of DKK 2,598k.The shares in <strong>Dantherm</strong> Air Handling Holding A/S have been pledged with the group's banks.Interest rate risksThe parent's bank financing carries a floating interest rate. This involves a risk of changes in interest payments, both in the short and in the long term.The company regularly assesses the expediency of entering into agreements fully or partly hedging the interest rate risk.All else being equal, an increase in interest rate levels of 1% per year relative to the interest rate levels at the balance sheet date would have had a negativeeffect of approx. DKK 0.7m on the results and equity. Similarly, a fall in interest rate levels would have had a positive effect.effective interest rate Carrying amountLoan/maturity Fixed/floating 31.12.11 31.12.10 31.12.11 31.12.10DKK Floating 4-6% 5-6% 68,145 39,383Total 68,145 39,383DKK '000 31.12.11 31.12.1017. Contractual obligationsObligations in respect of lease and operating lease payments constitute:Next year 421 5192-5 years 1,331 1,436After 5 years 766 766Total contractual obligations 2,518 2,721Operating leases and leases recognised in the income statement 608 668The carrying amount corresponds to the fair value of all loans.At the end of <strong>2011</strong>, the group had unutilised liquidity reserves of DKK 47m under the agreement by which the parent is comprised. At the end of 2010,the unutilised liquidity reserves amounted to DKK 59m.18. related partiesSee note 30 in the consolidated financial statements for a description of related parties.The parent's balances with group enterprises are stated in note 12 and note 15 and carry floating market interest rates.DKK '000 31.12.11 31.12.1015. Trade payables and other payablesPayables to group enterprises 5,109 5,584Payables to associates 0 430Trade payables 954 6,136Other payables 11,933 8,444Trade payables and other payables, total 17,996 20,594Transactions with associates comprise only loans, as can be seen from note 12.Interest on balances with group enterprises is stated in note 6 and note 7.A management fee of DKK 6,158k has been invoiced to the subsidiaries.19. Events occurring after the balance sheet dateNo important events have occurred after the balance sheet date.90 <strong>Dantherm</strong> Annual Report <strong>2011</strong> Annual Report <strong>2011</strong> <strong>Dantherm</strong> 91


Parentsubsidiaries<strong>Dantherm</strong> A/SMarienlystvej 657800 SkiveDenmark<strong>Dantherm</strong> Air Handling A/SMarienlystvej 657800 SkiveDenmark<strong>Dantherm</strong> Air Handling ASLøkkesåsveien 263138 SkallestadNorwayTel. +45 99 14 90 00CVR no. 30 21 43 15www.dantherm.comTel. +45 96 14 37 00www.dantherm-air-handling.comTel. +47 33 35 16 00www.dantherm-air-handling.no<strong>Dantherm</strong> Air Handling Ltd.12 Windmill Business ParkWindmill Road, ClevedonNorth Somerset BS21 6SRUKTel. +44 1275 87 68 51www.dantherm-air-handling.co.uk<strong>Dantherm</strong> Air Handling Inc.110 Corporate Drive, Suite KSpartanburg, SC 29303 4260USATel. +1 864 595 9800www.dantherm-air-handling.us<strong>Dantherm</strong> Air Handling ABVirkesgatan 5614 31 SöderköpingSwedenTel. +46 121 130 40www.dantherm-air-handling.seassociates<strong>Dantherm</strong> Air Handling (Suzhou)Co., Ltd.Bldg#9, No.855 Zhu Jiang Rd.Suzhou New District, Jiangsu215219 SuzhouChinaTel. +86 512 6667 8500www.dantherm-air-handling.com.cn<strong>Dantherm</strong> Power A/SMajsmarken19500 HobroDenmarkTel. +45 88 43 55 00www.dantherm-power.com

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