Scan-Speak A/S Central Business Registration No N C Madsensvej Videbæk. Annual report PDF

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Deloitte Statsautoriseret Revisionspartnerselskab CVR-No Papirfabrikken Silkeborg Phone Fax Scan-Speak A/S Central Business Registration No

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Deloitte Statsautoriseret Revisionspartnerselskab CVR-No Papirfabrikken Silkeborg Phone Fax Scan-Speak A/S Central Business Registration No N C Madsensvej Videbæk Annual report 2015 The Annual General Meeting adopted the annual report on Chairman of the General Meeting Name: Colleen L. Hallam Member of Deloitte Touche Tohmatsu Limited Scan-Speak A/S Contents Page Entity details 1 Statement by Management on the annual report 2 Independent auditor's reports 3 Accounting policies 4 Income statement for Balance sheet at Statement of changes in equity for Notes 13 annielsen/ :40/no info/mstc_e Excel BC 2015 DPT 2/E.08.16 Entity details Scan-Speak A/S 1 Entity details Entity Scan-Speak A/S N C Madsensvej Videbæk Central Business Registration No: Registered in: Ringkøbing-Videbæk Financial year: Phone: Internet: Board of Directors Steven Francis Willenborg, Chairman Chi-Cheng Liao Colleen Lois Hallam Executive Board Colleen Lois Hallam Bank Den Jyske Sparekasse Østergade Ikast Lawyer Thygesen Advokatfirma Poulsgade Herning Auditors Deloitte Statsautoriseret Revisionspartnerselskab Papirfabrikken Silkeborg Statement by Management onthe annual report Scan-Speak A/S 2 Statement by Management on the annual report The Board of Directors and the Executive Board have today considered and approved the annual report of Scan-Speak A/S for the financial year The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity s financial position at and of the results of its operations for the financial year We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend the annual report for adoption at the Annual General Meeting. Videbæk, Executive Board Colleen Lois Hallam Board of Directors Steven Francis Willenborg Chi-Cheng Liao Colleen Lois Hallam Chairman Scan-Speak A/S 3 Independent auditor's reports Independent auditor's reports To the owners of Scan-Speak A/S Report on the financial statements We have audited the financial statements of Scan-Speak A/S for the financial year , which comprise the accounting policies, income statement, balance sheet, statement of changes in equity and notes. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the Company s financial position at and of the results of its operations for the financial year in accordance with the Danish Financial Statements Act. Silkeborg, Deloitte Statsautoriseret Revisionspartnerselskab Peter Mølkjær State Authorised Public Accountant Jens-Ole Bøgild State Authorised Public Accountant CVR-nr Scan-Speak A/S 4 Accounting policies Accounting policies Reporting class This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of certain provisions for reporting class C. The accounting policies applied for these financial statements are consistent with those applied last year. The annual report is presented in. True and fair view The Entity has in the year chosen to present the annual report in the functional report form for the profit and loss statement to adapt to the reporting requirements of the group. The change has not affected the result and the comparative figures in the profit and loss statement have been adapted. Recognition and measurement Assets are recognised in the balance sheet when it is probable as a result of historical data that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year. Foreign currency translation On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the one in effect at the payment date, or the rate at the balance sheet date are recognised in the income statement as financial income or financial expenses. Scan-Speak A/S 5 Accounting policies Property, plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. Income statement Gross profit or loss With reference to section 32 of the Danish Financial Statement Act, revenue has not been disclosed in the annual report. Revenue Revenue from the sale of manufactured goods and goods for resale is recognised in the income statement when delivery is made and risk has passed to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. Production costs Production costs comprise expenses incurred to earn revenue for the financial year. Production costs comprise direct and indirect costs for raw materials and consumables, wages and salaries, rent and lease as well as amortisation, depreciation and impairment losses relating to intangible assets and property, plant and equipment included in the production process. In addition, the item includes ordinary write-down of inventories. Cost of sales Cost of sales comprises cost of sales for the financial year measured at standard cost. Research and development costs Research and development costs include research costs, costs of development projects that do not meet the criteria for recognition in the balance sheet. Distribution costs Distribution costs comprise costs incurred for sale and distribution of the Entity s products, including wages and salaries for sales staff, advertising costs, travelling and entertainment expenses, etc. Administrative expenses Administrative expenses comprise expenses incurred for the Entity s administrative functions, including wages and salaries for administrative staff and Management, stationary and office supplies as well as amortisation, depreciation and impairment losses relating to intangible assets and property, plant and equipment used for administration of the Entity. Other operating income Other operating income comprises income of a secondary nature as viewed in relation to the Entity s primary activities, including gains on sale of intangible assets and property, plant and equipment. Scan-Speak A/S 6 Accounting policies Other financial income Other financial income comprises interest income, etc. Other financial expenses Other financial expenses comprise interest expenses, etc. Income taxes Tax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity. Balance sheet Goodwill Goodwill is amortised straight-line over its estimated useful life which is fixed based on the experience gained by Management for each business area. The amortisation period is assessed at 10 years. Goodwill is written down to the lower of recoverable amount and carrying amount. Intellectual property rights etc Intellectual property rights, etc. is comprised of development projects completed and acquired intellectual property rights. Development projects on clearly defined and identifiable products and processes, for which the technical rate of utilisation, adequate resources and a potential future market or development opportunity in the enterprise can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income statement as incurred. The cost of development projects comprises costs such as salaries and indirect production costs that are directly attributable to the development projects. Completed development projects are amortised on a straight-line basis using the estimated useful lives of the assets. The amortisation period is 4-8 years. Development projects are written down to the lower of recoverable amount and carrying amount. Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents and Trademarks are amortised over their remaining duration, but over no more than 20 years. Intellectual property rights, etc. are written down to the lower of recoverable amount and carrying amount. Scan-Speak A/S 7 Accounting policies Property, plant and equipment Plant and machinery as well as other fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets: Plant and machinery Other fixtures and fittings, tools and equipment Leasehold improvements 3-5 years 3-5 years Contract period The carrying amounts of property, plant and equipment are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation. If so, the asset is written down to the lower of recoverable amount and carrying amount. Inventories Inventory values are measured at the lower of standard cost and net realisable value. Cost of raw materials, consumables and goods for resale consists of purchase price plus delivery costs. Cost of manufactured goods and work in progress consists of costs of raw materials, consumables, direct labour costs and indirect production costs. Indirect production costs comprise indirect materials and labour costs, costs of maintenance of, depreciation on and impairment losses relating to machinery, equipment and development projects applied for the manufacturing process as well as costs of factory administration and management. The net realisable value of inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale in the process of normal operations. The net realizable value is determined allowing for marketability, obsolescence and development in expected sales sum. Receivables Receivables are measured at amortised cost, usually equalling nominal value less write-downs for bad and doubtful debts. Scan-Speak A/S 8 Accounting policies Prepayments Prepayments comprise incurred costs relating to subsequent financial years, e.g. insurance premiums and subscriptions, etc. Prepayments are measured at cost. Cash Cash comprises cash in hand and bank deposits. Deferred tax Deferred tax is recognised on all temporary differences between the carrying amount and tax-based value of assets and liabilities, for which the tax-based value of assets is calculated based on the planned use of each asset. Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallize as current tax. Any change in deferred tax due to change to tax rates are recognized in the income statement. Finance lease commitments Lease commitments relating to assets held under finance leases are recognised in the balance sheet as liabilities other than provisions, and, at the time of inception of the lease, measured at the present value of future lease payments. Subsequent to initial recognition, lease commitments are measured at amortised cost. The difference between present value and nominal amount of the lease payments is recognised in the income statement as a financial expense over the term of the leases. Operating leases Lease payments on operating leases are recognised on a straight-line basis in the income statement over the term of the lease. Other financial liabilities Other financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Prepayments received from customers Prepayments received from customers comprise amounts received from customers prior to delivery of the goods agreed or completion of the service agreed. Income statement for 2015 Scan-Speak A/S 9 Income statement for 2015 Notes Gross profit Research and development costs ( ) ( ) Distribution costs ( ) ( ) Administrative costs ( ) ( ) Operating profit/loss ( ) Other financial income Other financial expenses ( ) ( ) Profit/loss from ordinary activities before tax ( ) Tax on profit/loss from ordinary activities ( ) Profit/loss for the year ( ) Proposed distribution of profit/loss Retained earnings ( ) ( ) Balance sheet at Scan-Speak A/S 10 Balance sheet at Notes Completed development projects Acquired patents Acquired trademarks Goodwill Development projects in progress Intangible assets Plant and machinery Other fixtures and fittings, tools and equipment Leasehold improvements Property, plant and equipment in progress Property, plant and equipment Fixed assets Raw materials and consumables Work in progress Manufactured goods and goods for resale Inventories Trade receivables Other short-term receivables Prepayments Receivables Cash Current assets Assets Scan-Speak A/S 11 Balance sheet at Notes Contributed capital Retained earnings Equity Provisions for deferred tax Provisions Bank loans Finance lease liabilities Non-current liabilities other than provisions Current portion of long-term liabilities other than provisions Bank loans Prepayments received from customers Trade payables Debt to group enterprises Other payables Current liabilities other than provisions Liabilities other than provisions Equity and liabilities Uncertainty relating to recognition and measurement 1 Unrecognised rental and lease commitments 8 Assets charged and collateral 9 Ownership 10 Main activity 11 Statement of c hanges in equity for 2015 Scan-Speak A/S 12 Statement of changes in equity for 2015 Contributed capital Retained earnings Total Equity beginning of year Profit/loss for the year 0 ( ) ( ) Equity end of year The share capital consists of shares of a nominal value of 1. No shares carry any special rights. Notes Scan-Speak A/S 13 Notes 1. Uncertainty relating to recognition and measurement ##### The Company has capitalized intangible assets totaling at The development projects have been established over a number of years and constitute the basis of the Company s future profit generating activity. At the end of 2015, Management has examined the basis for capitalisation of development projects and the previous estimates thereof. Management has assessed that the previous estimates have been subject to too much uncertainty and has therefore expensed approx. 700k in the income statement for 2015 relating to costs for previous years. The cost of development projects for 2015 only includes indirect development costs to a very limited extent. Goodwill has been acquired in connection with the takeover of operating activities in Goodwill comprises a wide range of customers as well as experience and knowhow accumulated before the takeover in Therefore, Company Management assesses that the recognized value of intangible assets is appropriate Tax on ordinary profit/loss for the year Change in deferred tax for the year ( ) Effect of changed tax rates 0 (49.350) ( ) Completed development projects Acquired patents Acquired trademarks Goodwill 3. Intangible assets Cost beginning of year Transfer to and from other items 0 (68.548) Additions Disposals ( ) ( ) 0 (97.401) Cost end of year Amortisation and impairment losses beginning of year ( ) ( ) 0 ( ) Transfer to and from other items (6.474) 0 Amortisation for the year ( ) ( ) (25.440) ( ) Reversal regarding disposals Amortisation and impairment losses end of year ( ) (54.240) (31.914) ( ) Carrying amount end of year Scan-Speak A/S 14 Notes Development projects in progress 3. Intangible assets Cost beginning of year 0 Transfer to and from other items 0 Additions Disposals 0 Cost end of year Amortisation and impairment losses beginning of year 0 Transfer to and from other items 0 Amortisation for the year 0 Reversal regarding disposals 0 Amortisation and impairment losses end of year 0 Carrying amount end of year Plant and machinery Other fixtures and fittings, tools and equipment Leasehold improvements Property, plant and equipment in progress 4. Property, plant and equipment Cost beginning of year Transfer to and from other items ( ) Additions Disposals (45.805) (60.001) 0 0 Cost end of year Depreciation and impairment losses beginning of the year ( ) ( ) 0 0 Transfer to and from other items (30.093) (70.860) 0 Depreciation for the year ( ) ( ) (48.958) 0 Reversal regarding d
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