Annual report 2012 - Comrod

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Annual report 2012 36/92Strategies and values | Group | Parent company | Corporate governance | ContactAnnual report Financial statement NotesCont. Note 4 - Operating segmentsMajor customersThe group has 1 customer with revenues at 10% or more of 2012 revenues(NOK 1000) Major customers Group2012 2011Revenue:Operating segment:Customer 1 Norway 45 993 96 938Total external Revenue major customers 45 993 96 938Note 5 - List of subsidiariesThe following subsidiaries are included in the consolidated financial statements:Company Country Reg’d office Main business Stake Voting stakeComrod AS Norway Tau Composite antennas andpower supply100% 100%Comrod Air AS Norway Stavanger Unmanned Aerial vehicle 100% 100%Comrod Sweden AB Sweden Mora Masts 100% 100%Comrod France SAS France St.Amand Les Eaux Masts and antennas 100% 100%Comrod Hungary Kft Hungary Budapest Masts and antennas 100% 100%Comrod UK United Kingdom Southampton Masts and antennas 100% 100%Comrod Inc USA Ohio Masts, antennas andPower Supply100% 100%Transactions with subsidiaries are conducted at arm’s length principlesMast manufacturing consolidated to a single site by transferring Comrod Sweden’s aluminum mast manufacturing to Business UnitFrance at end of the year.2012; Acquisition of the remaining shares of Comrod SwedenOn 23. November 2012, Comrod Communication ASA acquired the remaining 20% of the voting shares of Comrod Sweden AB at thepurchase price of SEK 2.0 mill. By this transaction the equity is reduced by 1.7 mnok related to the reduction of non-controlling interest.36
Annual report 2012 37/92Strategies and values | Group | Parent company | Corporate governance | ContactAnnual report Financial statement NotesCont. Note 5 - List of subsidiaries2011; Acquisition of WIBE Telescopic Mast ABOn 16 September 2011, Comrod Communication ASA (“Comrod”) acquired 80% of the voting shares of WIBE Telescopic Mast AB (“WIBETM”), an unlisted company based in Sweden. The remaining 20% of the shares was then held by AB Wibe – a subsidiary of the FrenchSchneider Electric Group. Comrod had an agreement to acquire this remaining 20% shareholding within the next two years at agreed terms.WIBE TM brings to Comrod an aluminium mast product range complementary to the Group’s current composite mast offering. This willprovide Comrod with a unique opportunity to expand its tactical mast offering to the global civil and defence markets.The acquisition has been accounted for using the acquisition method. The company has been consolidated into the Comrod Group from 01.September 2011.The Group has elected to measure the non-controlling interest at the acquire at fair value.The fair value of the identifiable assets and liabilities of WIBE TM AB as at the date of acquisition was:ASSETSFair value recognizedon acquisitionUnaudited (NOK 1000)Property, plant and equipment 1 312Intangible assets 2 956Deferred tax asset 423Trade receivables 1 001Inventories 14 278Other current assets 31120 281LIABILITIESBank overdraft -6 652Trade payables -1 155Other current liabilities -1 518-9 325Total identifiable net assets at fair value 10 956Non-controlling interest measured at fair value -1 716Goodwill arising on acquisition 1 373Purchase consideration transferred 10 613Bank overdraft acquired with the subsidiary -6 652Contingent liability -849Cash paid -9 764Net cash outflow 17 266From the date of the acquisition until 31.12.2011, WIBE TM has contributed MNOK 8.3 of revenue and with a negative effect of MNOK 2.0to net profit before tax.The transaction costs of NOK 1 276 590 was expensed and included in other operating expenses in the income statement of 2011.37
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Annual report 2012 - Comrod

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