Daelim Industrial Co., Ltd. and Subsidiaries
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DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011, AND INDEPENDENT AUDITORS’ REPORT Deloitte Anjin LLC DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 The accompanying consolidated financial statements, including all footnote disclosures, were prepared by, and are the responsibility of, the Daelim Industrial Co., Ltd. Kim, Yoon Daelim Industrial Co., Ltd., Chief Executive Officer DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2012 AND 2011 Korean won Note 2012 2011 (in millions) ASSETS CURRENT ASSETS: Cash and cash equivalents 5,7 ₩ 1,476,697 ₩ 1,325,037 Short-term financial instruments 5,7 35,203 156,121 Trade and other accounts receivables 7,9,27,34 2,540,497 2,511,750 Progress billing due from customers 6 1,370,497 1,148,017 Inventories 11 1,154,687 1,378,301 Non-current assets held for sale 7,36 130,370 92,851 AFS financial assets 7,8,26 - - Derivative assets 7,27 42,591 14,275 Income tax receivable 3,000 1,311 Other current assets 10 538,548 531,175 7,292,090 7,158,838 NON-CURRENT ASSETS: Long-term financial instruments 5,7 16,400 16,256 Long-term trade and other accounts receivables 7,9,27,34 1,016,461 776,984 Investments in associates and joint ventures 16 644,337 665,139 AFS financial assets 7,8,26 262,705 268,377 Property, plant and equipment 12,26 1,517,213 1,634,885 Intangible assets 14 79,218 76,676 Investment property 13 120,384 121,000 Derivative assets 7,27 4,533 789 Deferred tax assets 33 53,120 31,204 Other non-current assets 10 8 14,495 3,714,379 3,605,805 TOTAL ASSETS ₩ 11,006,469 ₩ 10,764,643 (Continued) DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS OF DECEMBER 31, 2012 AND 2011 Korean won Note 2012 2011 (in millions) LIABILITIES CURRENT LIABILITIES: Trade and other accounts payable 7,17,34 ₩ 2,088,978 ₩ 1,711,014 Progress billing due to customers 6 791,938 777,270 Short-term borrowings and current portions of long- 7,18,26,27, term liabilities 34 677,263 941,211 Payable related to held for sale 36 128,707 92,851 Income tax payable 77,184 93,525 Other current provisions 21 41,241 19,842 Derivative liabilities 7,27 9,280 33,926 Other current liabilities 20 963,918 980,092 4,778,509 4,649,731 NON-CURRENT LIABILITIES: Long-term trade and other accounts payable 7,17,34 236,290 136,687 Borrowings and corporate bond 7,18,26,27 826,520 1,045,449 Retirement benefit obligation 5,19 30,926 32,079 Provision for construction warranties 72,741 79,527 Other non-current provisions 21 4,461 4,095 Financial guarantee contract liabilities 7,26 51,874 100,116 Derivative liabilities 27 1,329 6,455 Deferred tax liabilities 33 85,275 73,106 1,309,416 1,477,514 TOTAL LIABILITIES 6,087,925 6,127,245 SHAREHOLDERS‟ EQUITY SHAREHOLDERS‟ EQUITY: Capital stock 22 218,500 218,500 Other paid-in capital 23 506,899 512,658 Retained earnings 25 4,004,703 3,623,466 Other equity 24 48,587 62,257 4,778,689 4,416,881 NON-CONTROLLING INTERESTS 139,855 220,517 TOTAL SHAREHOLDERS‟ EQUITY 4,918,544 4,637,398 TOTAL LIABILITIES AND SHAREHOLDERS‟ EQUITY ₩ 11,006,469 ₩ 10,764,643 See accompanying notes to consolidated financial statements. DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 Korean won Note 2012 2011 (In millions, except for income per share data) SALES 6,34 ₩ 10,253,347 ₩ 7,988,146 COST OF SALES 28,34 9,219,386 7,058,469 GROSS PROFIT 1,033,961 929,677 Selling and administrative expenses 28,29 547,909 492,220 OPERATING INCOME 486,052 437,457 Other income 31,34 267,967 301,821 Other expense 31,34 232,422 223,516 Financial income 32,34 95,999 94,676 Financial expense 32,34 102,212 129,074 Share of profits of associates and joint ventures 15 44,680 38,096 INCOME BEFORE INCOME TAX EXPENSE 560,064 519,460 INCOME TAX EXPENSE 33 159,276 139,623 NET INCOME ₩ 400,788 ₩ 379,837 NET INCOME ATTRIBUTABLE TO: Owners of the Company ₩ 391,122 ₩ 365,674 Non-controlling interests 9,666 14,163 NET EARNINGS PER SHARE 30 Basic earnings per share ₩ 10,128 ₩ 9,469 Diluted earnings per share 10,128 9,469 See accompanying notes to consolidated financial statements. DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 Korean won Note 2012 2011 (In millions) NET INCOME ₩ 400,788 ₩ 379,837 OTHER COMPREHENSIVE INCOME (LOSS): Loss on valuation of AFS financial assets held for 24 Sale 116 (104,118) Loss on valuation of AFS financial assets 24 (2,134) (3,845) Loss on overseas operations translation 24 (20,232) 6,286 Positive equity changes in other comprehensive 24 gain on associates and joint ventures 445 5 Negative equity changes in other comprehensive 24 loss of associates and joint ventures (209) - Actuarial loss on defined benefit plans 19 (8,022) (20,881) Tax effects on other comprehensive income 33 10,415 27,296 (19,621) (95,257) COMPREHENSIVE INCOME ₩ 381,167 ₩ 284,580 COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company ₩ 371,617 ₩ 268,071 Non-controlling interests 9,550 16,509 See accompanying notes to consolidated financial statements. DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 Korean won (in millions) Other paid-in capital Gain on Additional sale of Non- Total Capital paid-in Gain from treasury Retained Other controlling shareholders‟ stock capital merger stock Others earnings equity interest equity Balances as of January 1, 2011 ₩ 218,500 ₩ 296,044 ₩ 145,062 ₩ 98,344 ₩ (1,718) ₩ 3,276,840 ₩ 144,862 ₩ 62,193 ₩ 4,240,127 Dividends - - - - - (4,050) - (15,119) (19,169) Comprehensive income: - - - - - 350,676 (82,605) 16,509 284,580 Net income - - - - - 365,674 - 14,163 379,837 Loss on valuation of AFS financial instruments held for sale - - - - - - (81,212) - (81,212) Gain (loss) on valuation of AFS financial instruments - - - - - - (3,715) 1 (3,714) Gain on overseas operations translation - - - - - - 3,046 3,239 6,285 Positive equity changes in other comprehensive gain on associates and joint ventures - - - - - - (724) - (724) Negative equity changes in other comprehensive loss on associates and joint ventures - - - - - - - - - Actuarial losses on defined benefit plans - - - - - (14,998) - (894) (15,892) Changes in non-controlling interest - - - - - - - (1) (1) Changes due to subsidiaries' equity changes - - - - (25,074) - - 156,685 131,611 Changes in scope of consolidation - - - - - - 250- 250 Balances as of December 31, 2011 ₩ 218,500 ₩ 296,044 ₩ 145,062 ₩ 98,344 ₩ (26,792) ₩ 3,623,466 ₩ 62,257 ₩ 220,517 ₩ 4,637,398 Balances as of January 1, 2012 ₩ 218,500 ₩ 296,044 ₩ 145,062 ₩ 98,344 ₩ (26,792) ₩ 3,623,466 ₩ 62,257 ₩ 220,517 ₩ 4,637,398 Dividends - - - - - (4,050) - (14,823) (18,873) Comprehensive income - - - - - 385,287 (13,670) 9,550 381,167 Net income - - - - - 391,122 - 9,666 400,788 Gain on valuation of AFS financial instruments held for sale - - - - - - 88 - 88 Loss on valuation of AFS financial instruments - - - - - - (1,666) - (1,666) Gain (loss) on overseas operations translation - - - - - - (20,389) 157 (20,232) Positive equity changes in other comprehensive gain on associates and joint ventures - - - - - - 8,455 - 8,455 Negative equity changes in other comprehensive loss on associates and joint ventures - - - - - - (158) - (158) Actuarial losses on defined benefit plans - - - - - (5,835) - (273) (6,108) Subsidiaries' acquisition of treasury share - - - - (12) - - (6) (18) Changes due to subsidiaries' equity changes - - - - (5,747) - - (17,156) (22,903) Changes in scope of consolidation - - - - - - (58,227)- (58,227) Balances as of December 31, 2012 ₩ 218,500 ₩ 296,044 ₩ 145,062 ₩ 98,344 ₩ (32,551) ₩ 4,004,703 ₩ 48,587 ₩ 139,855 ₩ 4,918,544 See accompanying notes to consolidated financial statements. DAELIM INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 Korean won Note 2012 2011 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operating activities Net income ₩ 400,788 ₩ 379,837 Adjustments 35 334,853 286,097 Changes in assets and liabilities from operating activities 35 98,754 (127,638) Interest income received 60,900 47,860 Interest expense paid (83,229) (114,529) Dividend income received 156,283 172,907 Income taxes paid (188,578) (143,331) Net cash provided by operating activities 779,771 501,203 CASH FLOWS FROM INVESTING ACTIVITIES: Decrease in short-term financial instruments 198,116 299,336 Decrease in short-term loans 123,790 167,995 Disposal of non-current assets held for sale 1,188 72,888 Decrease in AFS financial assets 11,532 14,380 Decrease in other assets 2,100 - Decrease in long-term loans 193,631 560,024 Decrease in deposit 355 - Disposal of property, plant and equipment 1,549 2,596 Increase in government grants 68 - Disposal of investment property 783 4,524 Disposal of intangible assets 511 - Increase in liabilities held for sale 37,117 - Increase in short-term financial instruments (102,803) (323,207) Increase in short-term loans (221,126) (373,211) Increase in current portion of AFS financial assets - (236) Acquisition of investments in associates (748) - Increase in AFS financial assets (54,163) (30,136) Increase in long-term financial instruments (144) (20,054) Increase in long-term loans (320,086) (706,239) Increase in intangible assets (520) - Acquisition of property, plant and equipment (155,722) (301,958) Acquisition of intangible assets (9,783) (3,215) Acquisition of other investment in properties (171) (10,026) Net cash flow due to loss of control of a subsidiary (1,014) - Net cash provided by investing activities (295,540) (646,539) (Continued) DAELIM INDUSTRIAL CO., LTD.