NOTE 3 Business combinationsDuring the fourth quarter of <strong>2006</strong>, 100 percent of the Italian company SIAL S.p.A.was acquired. The Company manufactures mobile heaters, evaporative coolingproducts and mobile dehumidifiers with sales in Europe, the US and China.The Company was consolidated as of 1 December <strong>2006</strong>. The acquiredoperations contributed revenues of SEK 32 M for the period 1 December <strong>2006</strong>to 31 December <strong>2006</strong>. If the acquisition had occurred on 1 January <strong>2006</strong>, theCompany would have contributed SEK 236 M in revenues to the Group.Information about the acquired net assets and goodwill are listed below:Purchase price- cash purchase price paid 176- fees directly attributable to the acquisition 3Purchase price paid 179Additional purchase price – estimated 14Total acquisition value 193Fair value for assumed net liabilities 7Goodwill (Note 13) 200The size of the additional purchase price is based on SIAL’s results for theperiod ended in March 2007. Goodwill is attributable to estimated futuresynergies through an expanded product offering. In addition to synergy effects,future profitability also represents a component in the goodwill item.The acquired company’s net assets at the time of acquisition:<strong>Report</strong>edvalueFair valueadjustmentFair valueTangible fixed assets 23 0 23Intangible assets – brands (Note 12) 0 25 25Non-interest-bearing receivables 147 0 147Cash and cash equivalents 20 0 20Interest-bearing liabilities –94 0 –94Interest-free liabilities (includingdeferred tax liability) –119 –9 –128Net identifiable assetsand liabilities –23 16 –7Cash purchase price paid and feesdirectly attributable to acquisition 179Cash and cash equivalents in theacquired company –20Changes in the Group’s cash andcash equivalents at acquisition 159No acquisitions were made during 2005.NOTE 4 SEGMENT REPORTING<strong>Munters</strong> is the world leader in humidity control, offering products and servicesfor water and fire damage restoration as well as dehumidification, humidificationand cooling of air. <strong>Munters</strong>’ business concept is to be a global service andapplication-oriented niche company for air conditioning from a base indehumidification and humidification.On 1 July 2005, <strong>Munters</strong> implemented a new organization with globaldivisions. The purpose of the new organization is to improve the profit marginthrough coordination of the product range, increases in series size, moreefficient purchasing routines and better knowledge transfer between plants.The Group was previously organized in the three regions: Europe, theAmericas and Asia.DivisionsThe Group’s operations are managed and reported mainly through the threedivisions: Dehumidification, MCS and HumiCool. The consolidation of thedivisions is presented according to the same principles as for the Group as awhole. Transactions between regions are based on market terms. TheDehumidification Division manufactures and markets products and completesolutions for controlling humidity and indoor climate. The MCS Division providesservice for water and fire damage restoration and temporary climate control.The HumiCool Division manufactures and markets products and systems forevaporative cooling and humidification. No income statement items after EBITare allocated to the divisions.Dehumidification MCS HumiCool Eliminations, etc. Total<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005Income statementExternal net sales 1,584 1,458 2,618 2,334 1,510 1,338 – – 5,712 5,130Internal net sales 51 56 0 1 4 5 –55 –62 – –Net sales 1,635 1,514 2,618 2,335 1,514 1,343 –55 –62 5,712 5,130Operating earnings 194 159 159 153 213 135 –2 –1 564 446Amortization of surplus values andimpairment of goodwill – – –3 –6 – – – – –3 –6Undistributed costs – – – – – – –32 –35 –32 –35EBIT 193 159 156 147 213 135 –33 –36 529 405Balance sheetOperating assets 548 575 923 993 675 601 26 14 2,172 2,183Goodwill 2 3 164 173 377 188 – – 543 364Participations in associated companies – – – – 4 6 – – 4 6Other assets – – – – – – 425 381 425 381Total assets 550 578 1,087 1,166 1,056 795 451 395 3,144 2,93452 M U N T E R S A N N U A L R E P O R T 2 0 0 6
NOTE 4 CONT.Dehumidification MCS HumiCool Eliminations, etc. Total<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005Operating liabilities 165 153 112 131 284 161 –8 –2 553 443Other liabilities – – – – – – 1,084 1,022 1,084 1,022Total liabilities 165 153 112 131 284 161 1,076 1,020 1,637 1,465Other dataInvestments 29 17 110 87 28 23 0 1 168 128Depreciation and impairments 21 22 82 78 33 36 –1 5 135 141Number of employees at year-end 900 853 1,845 1,706 789 668 18 18 3,552 3,245Geographic regionsThe Group’s operations are divided into three geographic regions that constitute secondary segments: Europe, the Americas and Asia. The Europe Region includesEurope, the Middle East and Africa. The Americas Region includes North America, Central America and South America. The Asia Region includes Asia, except theMiddle East, and Australia.Europe Americas Asia Eliminations, etc. Total<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005Net sales 3,412 3,056 1,872 1,683 529 484 –101 –93 5,712 5,130Operating assets 1,392 1,215 540 735 237 238 3 –5 2,172 2,183Operating liabilities 376 254 152 153 61 57 –36 –21 553 443Investments 80 83 78 33 10 11 0 1 168 128Number of employees at year-end 2,331 2,144 830 754 372 330 19 17 3,552 3,245NOTE 5 OTHER OPERATING INCOME ANDOPERATING EXPENSESOther operating incomeGroupParent Company<strong>2006</strong> 2005 <strong>2006</strong> 2005Divestment of operations 14 – – –Exchange-rate differences – – 0 1Royalty from subsidiaries – – 3 3Other operating expenses14 – 3 4Impairment of participations inassociated companies –2 – – –Goodwill impairment – –3 – –Exchange-rate differences –4 –6 –1 ––6 –9 –1 –The sale of the Water business area was implemented during the first quarter of<strong>2006</strong>, at a purchase price of slightly more than SEK 26 M. The business unit,which had operations in Germany and the UK, had sales totaling SEK 62 M in2005. After provisions for expenses in connection with the sale, plus impairmentof production equipment within HumiCool, the net profit from these nonrecurringeffects was marginally positive.NOTE 6 DEPRECIATION AND IMPAIRMENTSDepreciation and amortization of tangible and intangible assets are based onthe historical acquisition value and the estimated useful lifetime for various typesof assets. For assets acquired during the year, depreciation or amortization iscalculated from the acquisition date and deducted primarily straightline over thefollowing period.Patents, licenses and brandsLand leaseBuildingsMachinery and equipmentEquipment within MCS operationsImprovement measures in leased premises3–10 years50 years20–30 years3–10 years6 years3–7 yearsGoodwill impairment is reported among other operating expenses. See alsoNote 13.The useful life for acquired brands is based on the number of years that thebrand is estimated to contribute revenues to the Group in its current form.Remaining useful life for the brand is 9 years and 11 months.The year’s depreciation, amortization and impairments were charged againstthe year’s earnings as shown below.GroupParent Company<strong>2006</strong> 2005 <strong>2006</strong> 2005Cost of goods sold 108 110 – –Selling costs 7 6 – –Administrative costs 21 21 2 1Research and developmentcosts 0 1 – –Other operating expenses – 3 – –Amortization of acquisitionrelatedintangible fixed assets 0 – – –136 141 2 1Impairment of inventories totaled 5 (5) and is included in Cost of goods sold. Noreversals of previous impairments occurred.M U N T E R S A N N U A L R E P O R T 2 0 0 6 53