Annual Report 2011
Conzzeta at a glance Conzzeta is an internationally active Swiss industrial holding company with broadly diversified businesses. Its activities are in the areas of machinery and systems engineering, foam materials, sporting goods, graphic coatings and real estate. In the interests of customers, employees and shareholders, Conzzeta develops its businesses with a long-term perspective.
Sheet Metal Processing Systems Bystronic: Solutions for the processing of sheet metal and other sheet materials
Glass Processing Systems Bystronic glass: Systems for processing flat glass
Automation Systems ixmation: Systems for automation of assembly and testing
Foam Materials FoamPartner: Foam products for industry and comfort applications
Sporting Goods Mammut Sports Group: Mountaineering, climbing and winter sports equipment
Graphic Coatings Schmid Rhyner: Print varnishes and laminating adhesives for the graphical industry
Real Estate Plazza Immobilien: Management of the Conzzeta Group’s portfolio of properties
Key figures 2011
2010
Group Net revenue
CHF m
1 128.1
1 051.9
Operating result
CHF m
61.9
56.9
Group result
CHF m
52.1
51.5
Free cash flow
CHF m
– 1.3
17.6
Shareholders’ equity
CHF m
1 013.1
982.7
Total assets
CHF m
1 352.2
1 287.6
%
74.9
76.3
Shareholders’ equity as % of total assets Investments in property, plant and equipment and intangible assets
CHF m
40.1
21.1
Number
3 576
3 322
CHF thousand
321.7
324.9
Net income for the year
CHF m
115.3
68.7
Share capital
CHF m
46.0
CHF m
99.8
Number
406 000
406 000
Number
270 000
270 000
Employees at year-end Net revenue per full-time position Conzzeta AG
Total dividend Number of shares on 12 / 31 bearer registered Gross dividend per share
Market price per share
46.0 1
18.4
bearer
(par CHF 100)
CHF
217.001
40.00
registered
(par CHF 20)
CHF
43.401
8.00
high / low
CHF
2 651 / 1 730
2 000 / 1 690
year-end
CHF
1 799
1 900
CHF m
828
874
bearer
Total capitalization on 12 / 31 Group key figures per share Group result
bearer
CHF
113.20
111.90
per share
registered
CHF
22.60
22.40
Cash flow from operating
bearer
CHF
39.50
164.50
activities per share
registered
CHF
7.90
32.90
Shareholders’ equity
bearer
CHF
2 202.30
2 136.40
per share
registered
CHF
440.50
427.30
1
As proposed by the Board of Directors
Ordinary result Extraordinary result Operating result (EBIT)
250
0
0
– 25 07
0
10
– 50
0 20
20
20
20
20
40.1
28.0
56.0
21.1
20 11
20
10
50
20
30
09
100
20
40
20
150
07
50
20 11
200
10
60
09
250
08
70
07
300
08
49.0
– 1.3
17.6
141.8
– 30.8
195.9
20
20
20
20
20
Investments in property, plant and equipment and intangible assets (in CHF m)
Free cash flow (in CHF m)
p. 82 et seq. for detailed five-year summary for Group
25
See
500
20 11
50
10
750
20
75
09
1 000
20
100
20 11
1 250
10
125
09
1 500
08
150
07
1 750
08
175
20
2 000
1 128.1
1 051.9
EBIT and Group result (in CHF m)
955.2
1 472.5
1 507.0
Net revenue (in CHF m)
Key facts 2011 – Conzzeta increases net revenue by 7.2 % to CHF 1 128 million, despite negative currency effects.
– North America and Eastern Europe are the key growth regions.
– Revenue growth of 17.6 % in local currencies.
– Bystronic Laser AG celebrates its 25th anniversary and invests in new production facilities in China.
– EBIT rises by 8.7 % to CHF 61.9 million and the operating margin is 5.4 %. – The Glass Processing Systems business unit undergoes restructuring and is to give up the manufacture of machinery for cutting architectural glas.
– Mammut begins construction of a new central storage facility for Europe, one of the Group’s biggest investments of recent years. – Conzzeta has a very solid financial base, with an equity ratio of nearly 75 %.
Table of contents   6
Foreword
  9 10 11 12 18 20
Business overview
27
Corporate governance
39
Financial report
Board of Directors Group Executive Board and Corporate Staff Overview of the 2011 business year Interview with the Group CEO Business units
79 Further information 80 Employee pension funds in Switzerland 82 Five-year summary 84 Information and calendar for investors
Conzzeta – Annual report 2011 Foreword
Robert Suter, Group Chief Executive Officer (left) and Jacob Schmidheiny, Chairman of the Board of Directors (right) 6
Conzzeta – Annual report 2011 Foreword
“
Rising to the exchange rate challenge.
Ladies and Gentlemen At first glance, the consolidated financial statements for 2011 have little remarkable to offer: for example there has been no impressive increase in revenues or the result. However, beneath the surface there have been some significant shifts. Foremost among these is the exchange rate trend. Compared with the previous year, the negative currency effects reduced revenues in Swiss francs by around CHF 100 million and squeezed profit margins on products manufactured in Switzerland. For an export-oriented company like Conzzeta, which accounts for half of its personnel costs in Switzerland, it is almost impossible to offset such effects. The situation was compounded in the second half of the year by a progressive weakening of the market environment, particularly in machinery for cutting architectural glass and in certain Asian markets. As a result, we had to introduce far-reaching restructuring measures in the Glass Processing Systems business unit at the beginning of 2012. These measures are expected to lead to 120 workplaces being cut and will involve costs of CHF 18 million. The fact that Sheet Metal Processing Systems generated growth of 22 % in terms of Swiss francs is therefore all the more welcome. The effort that has gone into the business unit’s long-term development in emerging markets is bearing fruit. Looking ahead, we can expect a difficult economic environment. Given the unbalanced budgets of a number of national economies, and all the currency and banking problems these entail, consumers and investors alike are adopting a cautious attitude. In these circumstances, there is no prospect of an improvement in the exchange rate situation facing Switzerland. The business world has no patent remedy for this – other than the principles of good housekeeping. We must continue to focus systematically on market requirements, build on our strengths, and keep costs under control. This is only possible with well-qualified, highly motivated employees who have the will to overcome all obstacles, however great. That is why we want to thank you all for your efforts, particularly those
”
who will have to leave the company because of an intractable market situation. The year 2012 has a special significance for us: it is one hundred years since a number of tile and brick works in the Zurich area joined forces to establish a joint stock company called Zürcher Ziegeleien. This grew over time, through countless stages of development, into the present-day Conzzeta AG. The road from tiles and bricks to machinery and diverse industrial and consumer goods is certainly an unusual one, but it serves as a good ex- ample of the need for constant change. Every company has to meet this challenge again and again, yet the answers are not always the same. Moreover, long-term success cannot be achieved without adherence to certain practical and moral rules, such as reliability and hard work, and respect for others and for the environment. This was as true in the past as it is today and will continue to be so in the future. It is something we should never forget. To mark this centenary year, we are proposing to the Annual General Meeting of Shareholders to approve payment of an increased dividend as well as a special allocation to the employee pension funds. This is possible thanks to the high level of non-operational funds held. These originate mainly from the sale of former operating premises and thus are also part of the company’s history.
Jacob Schmidheiny Chairman of the Board of Directors
Robert Suter Group Chief Executive Officer 7
Conzzeta – Annual report 2011
8
Business overview
Group
10 11 12 18
Board of Directors Group Executive Board and Corporate Staff Overview of the 2011 business year Interview with the Group CEO
Business units
20 21 22 23 24 25 26
Sheet Metal Processing Systems Glass Processing Systems Automation Systems Foam Materials Sporting Goods Graphic Coatings Real Estate
Conzzeta – Annual report 2011 Business overview / Group
Board of Directors
Names and functions from left to right, as in the listing below.
Philip Mosimann, Member of the Board since 2007 Robert F. Spoerry, Member of the Board since 1996 Werner Dubach, Member of the Board since 1993 Jacob Schmidheiny, Chairman since 1977 Thomas W. Bechtler, Member of the Board since 1987 Matthias Auer, Member of the Board since 1996
All Board members are elected until the 2014 Ordinary General Meeting.
> For detailed information on the Board of Directors, see page 30 et seq. 10
Conzzeta – Annual report 2011 Business overview / Group
Group Executive Board and Corporate Staff
Names and functions from left to right, as in the listing below.
André Brütsch, Head of the Glass Processing Systems business unit since January 2012 Ferdi Töngi, Head of the Sheet Metal Processing Systems business unit since 2002 Martin Pfister, Head of the Automation Systems business unit since 2005 Bart J. ten Brink, Head of the Foam Materials business unit since 2009 Kaspar W. Kelterborn, Group Chief Financial Officer since 2006 Robert Suter, Group Chief Executive Officer since 2009 Christian Thalheimer, Head of Corporate Services and Secretary to the Board of Directors since September 2011 Barbara Senn, General Counsel since 2010 Rolf G. Schmid, Head of the Sporting Goods business unit since 2004 Ralph Siegle, Head of the Real Estate business unit since 2003 Jakob Rohner, Head of the Graphic Coatings business unit since June 2011
> For detailed information on the Group Executive Board, see page 34 et seq. 11
Conzzeta – Annual report 2011 Business overview / Overview of the business year
Overview of the business year The Conzzeta Group increases revenues and income, despite the strength of the Swiss franc.
The ongoing debt crisis, affecting above all the eurozone countries, was the main factor shaping the economic environment in the 2011 business year. The Swiss franc, which had already risen massively in value against the euro, US dollar and related currencies in the previous year, continued to appreciate until August. Even after the interventions of the Swiss National Bank, the franc re- mained at a level that was well above purchasing-power parity. These currency trends not only reduced income in terms of Swiss francs, but also put significant pressure on margins due to the high proportion of personnel costs incurred in Switzerland. Nonetheless, Conzzeta was able to improve both sales and the result in terms of Swiss francs. The biggest growth regions in nominal terms were the North American and Eastern European markets, with the products of the Sheet Metal Processing Systems busi-
ness unit as the principal driving force. Worldwide, the recovery was sustained in the majority of the markets, the exception being the hard-pressed economies of Southern Europe. Against this background, most of the Conzzeta business units continued to grow locally, although this growth was partly offset by the negative currency effects.
Development of Group revenues In the reporting year, the Conzzeta Group increased consolidated net revenues by 7.2 % to CHF 1 128.1 million (previous year: CHF 1 051.9 million). Adjusted for negative currency translation effects of 9.7 % as well as acquisition and divestment effects, the growth was 17.6 %. The strongest sales growth was recorded by the Sheet Metal Processing Systems and Automation Systems busi-
Net revenue by business unit 2011
2010
Change
CHF m
CHF m
in %
Sheet Metal Processing Systems
503.0
410.9
22.4
Glass Processing Systems
150.2
167.5
– 10.4
Automation Systems
70.0
56.4
24.2
Foam Materials
124.6
127.9
– 2.6
Sporting Goods
210.8
221.2
– 4.7
Graphic Coatings
48.1
46.6
3.3
Real Estate and miscellaneous revenue
21.4
21.4
-
1 128.1
1 051.9
7.2
Total
12
Conzzeta – Annual report 2011 Business overview / Overview of the business year
ness units. The consumer-goods-related businesses were affected by changes in the purchasing behavior of customers in Europe, above all in the home market of Switzerland. With currency effects making products manufactured in Switzerland appear relatively expensive alongside those imported from the euro or dollar zones, customers increasingly opted for competitor products, or the business units were obliged to discount prices. The share of machinery and systems engineering in Group revenues rose again, reaching 64.1 % (previous year: 60.4 %). In a geographic comparison and in terms of local currencies, the American market showed the strongest growth in the reporting year, followed by the markets of Northern and above all Eastern Europe. If a major one-time order secured by Bystronic glass is excluded from the 2010 figures, revenues in Asia are on a par with the previous year’s level.
Business units Sheet Metal Processing Systems The Sheet Metal Processing Systems business unit (Bystronic) increased net revenue by 22.4 % to CHF 503.0 million (previous year: CHF 410.9 million). Adjusted for currency translation effects, the increase was 36.2 %. Bystronic generated particularly strong growth in the USA, where the market recovery continued to gather pace.
During the reporting year, the business unit transferred its headquarters from New York to the US industrial hub in the Chicago region, where most of its customers are located. This move was accompanied by improvements to the sales network. Other markets that performed well were Eastern Europe and South America; China also showed good growth rates. In these important sales regions, the negative currency effects were not sufficient to put a brake on revenue growth. Bystronic is continuing to invest in future markets, developing its business activities in India and Vietnam, and establishing a sales and service center in Taiwan. To keep pace with demand in China, the business unit started construction of a second production facility in Tianjin. This is partly to ensure increased ca- pacity, but it will also offer extended capabilities for the development of new machines, as well as accommodating a large demonstration center to support sales. The service business was only marginally above the previous year’s level, since customers were investing more in new machinery. The fiber laser system, a new cutting technology for thin sheets that was launched at the end of 2010, has met with great interest on the part of customers. In 2011 Bystronic also launched BySpeedPro, a high- performance laser-cutting machine, ByTower, an automation system, and ByJetSmart, a compact model for waterjet cutting. Bystronic presented these new lines, along
Net revenue by geographic area 2011
2010
Change
CHF m
CHF m
in %
Switzerland
155.4
160.3
– 3.1
Euro area
365.7
360.2
1.5
Rest of Europe
176.1
140.5
25.3
Total Europe
697.2
661.0
5.5
North and South America
198.3
143.9
37.8
Asia and Pacific
222.8
242.1
– 8.0
Africa
9.8
4.9
100.0
Total
1 128.1
1 051.9
7.2
13
Conzzeta – Annual report 2011 Business overview / Overview of the business year
with a selection of other leading products from its portfolio, at a gathering to mark its 25th anniversary. Around 1 000 customers from 50 countries attended the special “Competence Days” event, where they were introduced to the latest machines and software solutions. Glass Processing Systems In the Glass Processing Systems business unit (Bystronic glass), net revenue fell by 10.4 % to CHF 150.2 million (previous year: CHF 167.5 million). In local currencies, the drop in sales was 2.0 % compared with the previous year. Bystronic glass was hard hit by the marked decline in construction activity in Europe as well as by the strength of the Swiss franc, both of which are consequences of the continuing debt crisis. Demand for machinery for cutting architectural glass and laminated safety glass (LSG) suffered a significant decline and saw increased pricing pressure on account of the exchange rate situation. The business unit therefore had no choice in its decision, announced in January 2012, to give up the architectural glass cutting segment at the Swiss plant in Bützberg. The costly manufacture of custom ized machinery and systems can no longer be operated economically from a Swiss base. In this field, Bystronic glass is therefore seeking to cooperate with HEGLA. In a parallel move, the manufacture of LSG machinery is being transferred from Gunzenhausen (D) to the NeuhausenHamberg (D) site. This is in order to compensate for the decline in demand and benefit from synergies. The consolidation of architectural glass activities in Germany (LSG, insulating glass and handling equipment), together with the activities at the Shanghai site, is a solid basis for the successful development of this market. There was good news from the automotive glass segment, whose highly specialized products will continue to be produced in Bützberg. This segment saw the introduction of a new machine in fall 2011, the champ’speed 2in1, which is a world first. It is unique in having the versatility to offer glass processing with or without using a template. This ensures greater productivity when processing large series, giving customers the flexibility to switch to processing smaller series on the same machine. Automation Systems The Automation Systems business unit (ixmation) increased net revenue by 24.2 %, or 43.7 % in local currencies, to CHF 70.0 million (previous year: CHF 56.4 million). This surge in growth is due to a major one-time order from the solar industry. The business unit is continuing to focus on the alternative energy, medical 14
t echnology, and automotive segments, where ixmation acquired prominent customers during the reporting year. In the energy segment, assembly systems for fuel cells were in demand. ixmation supplies several automation systems for quality testing and assembly of stationary fuel cells. In the Asian region, there was growing interest in manufacturing automation. On the one hand, growing sales in the automotive segment increased the demand for mechanization from automotive manufacturers and component suppliers. On the other hand, mechanization of manufacturing processes increasingly appears the more cost-effective option in many industries, owing to rising wage costs. This applies not only in the automotive industry, but also in the manufacture of medical products. The business unit’s international set-up is proving its worth, since it allows globally active customers to be served worldwide in a one-stop solution, while making the best possible use of internal capacities. Foam Materials In the Foam Materials business unit (FoamPartner), net revenue fell slightly by 2.6 % to CHF 124.6 million (previous year: CHF 127.9 million). Adjusted for negative currency translation effects, the business unit posted a 3.7 % increase compared with the previous year. The strong franc put pressure on sales, above all in the comfort foam segment of the Swiss market, where foreign competitors made the most of the currency advantage by lowering prices. At the same time, the exchange rate situation put a brake on exports from Switzerland. By contrast, the markets in Asia recorded growth. Technical foams and packaging materials are in demand in these markets because customers who have had a positive experience in their dealings with FoamPartner in Europe wanted to be able to rely on the same trusted supplier at the new locations in Asia. Regardless of the regional markets or business fields, demand for converted foam products was generally high. In the technical foams, for example, ceramic filters, sponges and polishing disks were particularly in demand. Capacity utilization was correspondingly high in plants with a high proportion of foam conversion. At the Wolfhausen (CH) site, FoamPartner installed a modern manufacturing facility for mattress cores in order to ensure flexibility and accelerate the machining process. In the comfort segment, the new EvoPore foam prod uct was brought to market. This not only offers a high degree of flexibility, but also compensates for fluctuations in humidity and temperature more effectively than
Conzzeta – Annual report 2011 Business overview / Overview of the business year
traditional foam products. The raw materials situation proved unstable throughout the year: some of the time, raw materials were scarce and prices were high as a consequence. During the reporting year, FoamPartner im- proved its organizational structure. The goal is to gain a better understanding of customer requirements through systematic alignment with market regions and application segments, enabling the business unit to offer customers optimized products. Sporting Goods Net revenue in the Sporting Goods business unit (Mammut Sports Group) was also adversely affected by the strong Swiss franc. Sales in the reporting year fell by 4.7 % to CHF 210.8 million (previous year: CHF 221.2 mil lion). After adjustments to account for the sale of the Toko business in 2010, the purchase of Snowpulse in 2011, and currency effects, growth amounted to 4.1 %. Across Europe, customers’ interest in winter sports products was curbed by the warm, dry start to the winter. Furthermore, the strength of the Swiss franc prompted customers in Switzerland to stock up in neighboring eurozone countries or buy products from abroad now available in the Swiss market at cheaper prices. Mammut responded with price reductions, despite the fact that purchasing was largely transacted at the old exchange rates. By contrast, in Germany, the strongest market for Mammut in terms of revenues, the Group reported double-digit growth in local currencies. Sales in the South Korean and Japanese markets grew strongly. The opening of additional mono-brand stores in these countries provided further growth impetus. The business unit continued its efforts to make the Mammut brand and product range more visible by opening further stores in Germany, Switzerland and Spain. The Sporting Goods business unit expanded its portfolio by acquiring Snowpulse, a manufacturer of avalanche airbags. Specially designed for skiers, this system has a large airbag that reduces the danger of being completely covered by an avalanche. Through this acquisition the business unit is participating in a growing market for skitouring and freeriding. A further addition to the offering is the Eiger Extreme clothing line for the most demanding mountain sports enthusiasts. This winter sports clothing line has aroused great interest on the part of customers and exceeded sales expectations. With the groundbreaking ceremony at the new European logistics center in Memmingen (D), Mammut em- barked on the biggest investment in its history. In 2012, the business unit is celebrating its 150th anniversary. To mark the occasion, teams of mountaineers sponsored by
Mammut will climb 150 major peaks all over the world, reporting on their summit tours as they go. The project began in August 2011 when a team of prominent Swiss personalities climbed the Jungfrau, a feat which coincided with the 200th anniversary of the first ascent. Graphic Coatings The Graphic Coatings business unit (Schmid Rhyner) increased net revenue in the reporting year by 3.3 % to CHF 48.1 million (previous year: CHF 46.6 million). The volume growth was not reflected to the same extent in the sales figures due to the negative currency effects. The strong Swiss franc, combined with the exclusively Swiss manufacturing base, put pressure on margins. At the same, raw material costs rose steeply owing to a shortage of capacity at the producers. The Graphic Coatings business unit generated growth in almost all its main markets, above all in the Asian markets of China and India, with sales increasing right across its range of products. A new series of dispersion varnishes sold particularly well, recording very high growth rates in the European markets. New products were successfully introduced in the UV-hardening line during 2011. These were well received in the luxury goods sectors where they are used for printing on packaging. Capacity at the development laboratory was expanded during the reporting year to simplify and accelerate extension and optimization of the product range. Real Estate The Real Estate business unit (Plazza Immobilien) generated revenue of CHF 21.0 million in 2011, roughly the same level as in the previous year (CHF 20.9 million). Demand for rented accommodation in the residential sector in Switzerland remained stable. The plans for a residential development with around 200 apartments on the former industrial site in Wallisellen had to be revised because of an objection and the proposal had to be represented for public inspection. The revised development plans are set to be submitted to the municipal assembly for approval in summer 2012. In the past year, the municipality at Estavayer-le-Lac presented an offer to purchase all the land at a former concrete block factory, which lies within their district. The sale went through at the beginning of 2012.
15
Conzzeta – Annual report 2011 Business overview / Overview of the business year
Earnings situation
Investments and divestments
The Conzzeta Group recorded operating profit (EBIT) of CHF 61.9 million in 2011 (previous year: CHF 56.9 million), a rise of 8.7 %. The overall increase in the volume of the businesses was offset by the negative currency trends, which mainly affected the export-oriented business units. The operating margin was slightly higher than the previous year at 5.4 % (5.3 %). The operating result included one-time value adjustments (impairments) on assets amounting to CHF 6.4 million. These were for restructuring in the Glass Processing Systems business unit, as announced in January 2012 (see note 34, page 63). The Group result for 2011 amounts to CHF 52.1 million (previous year: CHF 51.5 million). This contains slightly higher financial income of CHF 3.5 million (previous year: CHF – 2.6 million), offset by higher tax expense of CHF 14.4 million (previous year: CHF 8.2 million). The additional tax expense arose partly from lower offsetting tax loss carryforwards.
Following a period of caution in investment activity d uring the two previous years, the Conzzeta Group again invested in capacity expansion in 2011. Investments in property, plant and equipment, and intangible assets amounted to CHF 40.1 million, almost twice the amount spent in the previous year (CHF 21.1 million). The investment activity included two major projects: the Sporting Goods business unit began construction of a European logistics center in Germany, while the Sheet Metal Processing Systems business unit started work on a second production facility in China. These two investment projects will improve the basis for service provision and satisfy growing demand. Elsewhere, the Foam Materials business unit is invest ing in improving the logistics at its site in Wolfhausen (Switzerland). The Sporting Goods business unit acquired Snowpulse, a company which manufactures personal safety systems for protection in avalanches. Investments in in- tangible assets included further development of the ERP systems in various business units.
Free cash flow, financing and liquidity Employees by geographic area 2011
Switzerland 1 175 Germany 884 Rest of Europe 355 North and South America 375 Asia and Pacific 787 Total Europe 2 414 Total Group 3 576 16
In 2011, the Conzzeta Group recorded a cash flow from operating activities of CHF 18.2 million (previous year: CHF 75.7 million). This decrease accompanied the rise in the volume of business activities, which tied up more capital. Despite the systematic management of net working capital, the reporting year saw a rise in accounts receivable and inventories. While the increase in accounts receivable is mainly attributable to the strong sales performance in the fourth quarter of 2011, the rise in inventories is due to the increased volumes of business. The cash flow from operating and investment activities (free cash flow) generated by the Conzzeta Group was negative CHF 1.3 million (previous year: CHF 17.6 mil lion). In addition to the higher net investment in property, plant and equipment and intangible assets of negative CHF 33.1 million (previous year: negative CHF 18.8 million), this also includes changes in securities and finan- cial assets of CHF 15.7 million (previous year: negative CHF 49.1 million). Cash, cash equivalents and securities held by the Group fell by CHF 28.4 million to CHF 482.5 million (pre vious year: CHF 510.9 million). The Group remains solidly financed, with an equity ratio of 74.9 % (previous year: 76.3 %).
Conzzeta – Annual report 2011 Business overview / Overview of the business year
Appropriation of profit To mark the company’s centenary, the Board of Directors is proposing an increased dividend to be paid from nonoperational funds that originate mainly from the sale of former operating premises. Its proposal to the Annual General Meeting of Shareholders is for a dividend of CHF 217.00 (previous year: CHF 40.00) per bearer share and CHF 43.40 (previous year: CHF 8.00) per registered share. The Board is also proposing a special allocation of CHF 15.0 million to strengthen the financial position of the employee pension funds.
Employees In 2011, the Conzzeta Group had 3 576 employees, 254 more than in the previous year (3 322 employees). Most of the new jobs were created in Asia. The increase in the number of employees is largely attributable to the expansion of the business activities of Bystronic and Mammut. In addition, ixmation hired temporary staff in connection with the handling of a major one-time order.
Staff changes In June, Jakob Rohner took over from Serge Entleitner as Head of the Graphic Coatings business unit, and in September Christian Thalheimer succeeded Carlo Menotti as Head of Corporate Services and Secretary to the Board of Directors. The Board of Directors and the Group Executive Board wish to thank Serge Entleitner and Carlo Menotti for their commitment on behalf of the Group and wish them both every success in the future. At the end of the year, Richard Jakob stepped down as CEO of Bystronic glass having reached retirement age and will in future take on special projects for the business unit. He was succeed as head of the business unit by André Brütsch in January 2012.
Swiss franc down to a satisfactory level for the long term, it did give a measure of security in planning. The Group started the current business year with order books at the same level as in 2011. From the current perspective, further growth can be expected in the markets of Eastern Europe, America and Asia. In view of the almost daily mood swings on the financial markets, it is impossible to make reliable forecasts. Any further worsening of the debt crisis could lead to an immediate response on the part of customers in the form of a marked decline in demand. Overall, Conzzeta remains very cautious in its assessment of the situation and cannot rule out adverse affects on the consolidated financial statements. In addition to the difficult economic situation, two further one-time effects will have a negative impact on the result. On the one hand, the restructuring in the Glass Processing Systems business unit will affect the Group result. In addition to the depreciation of CHF 6.4 million already recognized in the 2011 financial year, Conzzeta is reckoning with further costs of around CHF 12.0 million in 2012. On the other hand, on approval by the Annual General Meeting of Shareholders of the proposal for the appropriation of profit, an allocation of CHF 15.0 million to the employee pension funds will be recognized in the income statement. Bearing in mind the uncertain economic outlook, the Conzzeta Group will keep fixed costs low and maintain a flexible approach. In view of the exchange rate situation, it is important to remain close to the markets and to build up Conzzeta’s own local production as well as purchasing in local currencies. That will act as a natural hedge and reduce the adverse currency effects.
Trends and outlook Conzzeta expects the economic environment will be difficult in 2012, due particularly to the unresolved currency and financial problems in Europe. As long as the debt crisis continues, the Swiss franc will remain strong. Al- though the intervention of the Swiss National Bank to stabilize the exchange rate did not bring the parity of the 17
Conzzeta – Annual report 2011 Business overview / Group
“Conzzeta is a high-performance company.” Despite negative currency trends, Conzzeta grew again in 2011. CEO Robert Suter explains what he expects from the coming year and how he plans to keep Conzzeta on course for further growth. Conzzeta had barely recovered from the crisis in 2010 when currency fluctuations brought us another turbulent year. Mr Suter, is it still fun to be CEO? Certainly it is. I’m happy to be working with dedicated people and to seek solutions together with them. Turbulent times are when you really find out if you can rely on your team. The strong Swiss franc is giving us a run for our money, it’s true. The lower limit to the exchange rate with the euro has given us a certain measure of security in our planning, but still no easing of the situation. Yet despite the adverse currency situation, we saw growth in the 2011 business year of roughly 18 percent in terms of local currencies. What will it mean for Conzzeta if the franc remains as strong as it is now? On the one hand, the products we make in Switzerland will have to be even better, even more innovative than the ones from foreign competitors. A good example of this is Schmid Rhyner AG. From its base here in Switzerland, it serves a niche market on an international level with its excellent print varnishes. On the other hand, it is essential to increase purchasing and production directly in the respective markets because that reduces the currency risk. Bystronic has come very far in this regard. Finally, a strong franc means that there is increasing pressure from cheaper foreign competition in the Swiss market, and that means we have to lower prices in our home market to remain competitive. The Sporting Goods business unit was worst affected by this trend. Conzzeta’s declared aim was “to secure healthy profitability for the company”. What was achieved in that regard? How satisfied are you with the results of the past year? I’m not satisfied, because we aimed for seven to eight per cent EBIT, and we didn’t achieve that. However, despite the turbulence on the currency front and the increasingly difficult economic situation, we succeeded in maintaining profitability. 18
What did the Conzzeta Group accomplish in 2011? What were the key events, in your view? Last year we held the groundbreaking ceremony for the second Bystronic plant in Tianjin (China) and for the new Mammut logistics center for Europe in Memmingen (Germany) – one of the biggest investments of recent years. Bystronic also celebrated its 25th anniversary. The development of that business unit into a successful global player with high growth is impressive. Less satisfactory, but unavoidable, was the decision we took at the beginning of 2012: despite years of effort, Bystronic glass in Switzerland has to give up the manufacture of machinery for cutting architectural glass. Still, I judge Conzzeta over all to be a high-performance company with many opportunities for success. How did the Group’s different market regions develop over the past year? For most of the business units, the BRIC countries represented the biggest growth market. But established markets that crumbled during the financial crisis and are now partially recovering also played an important part, in particular Germany and the USA. What business units are seeing the most growth? The biggest growth drivers are Bystronic’s sheet-metal processing systems. Mammut also gained in terms of local currencies. Versatility is important in turbulent times. How does Conzzeta adapt to constantly changing conditions? We have to act quickly, professionally and creatively – finding solutions with the right attitude and a cool head, and promoting new ideas. Conzzeta is diversified and has the necessary stability, and thus the foundation to react flexibly and creatively. Ingenuity is shown not only in innovative products, but also in the way they are developed, manufactured and sold. For example, Bystronic and ixmation are already equipped with their own development facilities in Asia and cover the entire value chain
Conzzeta – Annual report 2011 Business overview / Group
“
there, because that’s where a large part of their customer base is located. Our colleagues in Asia are developing pro ducts in direct contact with the customers, products that meet their precise requirements. This sets them apart from the competition. If the situation for industrial companies gets even more difficult in Switzerland, are you planning on fundamental changes in the portfolio? We intend to remain diversified, and today our primary goal is organic growth. That holds less risk and can usually be achieved more cost-effectively than through acquisitions – although smaller ones to complement an existing activity, such as Mammut’s purchase of Snowpulse, are always possible. But in regard to Conzzeta’s longer-term direction, we have created new posts for Group Development and New Business Development. Their task is to assess the utilization of resources within the existing enterprise and to seek further opportunities for external growth. Getting into new business areas as a result is an option in the medium term.
Turbulent times are when you really find out if you can rely on your team.
”
What are your most important goals for 2012? We have to make sure that the Bystronic plant in China and the Mammut logistics center in Germany are built up successfully. At the same time, the debt crisis and the tumult on the international markets will present us with further challenges. Thanks to our experienced and motivated colleagues, we hope to master them even more effectively than in the past year. In 2012 Conzzeta is celebrating its 100th anniversary. What are your plans for the centennial year? Together with our dedicated employees I want to lead the company into a promising future. Looking back on a successful past allows us to recognize the importance of constant adaptation to change, coupled with a stable foundation. The centenary should give us reason to pause and consider what really matters to us. It should give us a sense of the team spirit that prevails at Conzzeta. In my role as CEO, I want to epitomize our values and play my part on behalf of all stakeholders – with head, hand, and heart. 19
Conzzeta – Annual report 2011 Business overview / Business units year
Sheet Metal Processing Systems – Bystronic Bystronic is a world-leading supplier of solutions for the processing of sheet metal and other sheet materials. Important events in 2011 –– Bystronic celebrates its 25th anniversary. Around 1 000 customers from 50 countries visit the headquarters in Niederönz during the “Competence Days” in September. The high point of the event is a party for employees from all over the world, as well as for guests from the political and business worlds.
–– Bystronic has five new locations: the three subsidiaries in India, Scandinavia and the USA move to new premises. Bystronic opens new offices in Taipei (Taiwan) and Ho Chi Minh City (Vietnam).
– – The “Bystronic: Best choice.” image campaign is stepped up, as companies at national level branch out from traditional print and online advertising into social media platforms, organizing special customer events. The campaign has become an important part of customer loyalty activities.
Overview Bystronic – Head: Ferdi Töngi – Presence: worldwide, over 25 sales and service companies; three development and production sites in Switzerland, Germany and China www.bystronic.com
Net revenue in CHF m
2009 2010 2011
20
Investments in property, plant and equipment and intangible assets in CHF m 11.7
356.1 410.9 503.0
Number of employees
1 389 1 393
5.8 11.5
1 492
Conzzeta – Annual report 2011 Business overview / Business units year
Glass Processing Systems – Bystronic glass Bystronic glass offers high-quality system solutions for the processing of architectural and automotive glass. Important events in 2011 –– Bystronic glass presents eco’lamiline, a system for pro duction of laminated safety glass to meet all specifications. The centerpiece of the pre-laminating system is eco’convect, a heating and press system that operates on shorter cycle times.
–– Bystronic glass sells the 1 500th unit from the EasyLift line of handling equipment. The vacuum lifting device offers safe and simple transport of glass panels and other plate materials. Overview Bystronic glass – Head: André Brütsch – Presence: worldwide sales and service network, with subsidiaries and representative offices; technology centers (development and production) in Germany and Switzerland; production site in China www.bystronic-glass.com
–– High point of the China Glass trade fair in Shanghai is a visit organized for customers to the Bystronic glass Machinery Center (BMC). For the first time, the new comfort’line, an entry-level model for the production of gas-filled insulating units, is shown in full operation.
Net revenue in CHF m
2009 2010 2011
Investments in property, plant and equipment and intangible assets in CHF m
145.6 167.5 150.2
4.4 1.7 2.1
Number of employees
675 670 637
21
Conzzeta – Annual report 2011 Business overview / Business units year
Automation Systems – ixmation ixmation is an international supplier of customized automation systems for assembly and quality assurance in mass production. Important events in 2011 –– ixmation enters the Mexican market with project assign ments in the automotive supply industry, laying the foundation stone for follow-up contracts. Leading suppliers are transferring parts of their production to Mexico, creating demand for automation systems in this Latin American market. –– An ERP system (Enterprise Resource Planning), linking all ixmation locations, comes on stream. It makes a con siderable contribution to reducing operating costs and improving coordination between the different sites.
Net revenue in CHF m
56.1
2010
56.4
22
Overview ixmation – Head: Martin Pfister – Presence: five locations in China, Malaysia, the USA and Switzerland www.ixmation.com
Investments in property, plant and equipment and intangible assets in CHF m
2009
2011
–– ixmation doubles growth at its locations in China. The growing demand of many Chinese to own their own cars is one of the main reasons for this development, the automotive industry being an important customer for automation systems.
0.9
305 4.4
70.0
1.0
Number of employees
353 446
Conzzeta – Annual report 2011 Business overview / Business units year
Foam Materials – FoamPartner FoamPartner manufactures high-quality foam materials and offers customized solutions for the Industry and Comfort business segments. Important events in 2011 –– FoamPartner launches a new generation of lightweight foams for auto headliners and engine insulation, securing new business in the USA and other countries. With a steady rise in demand for fuel-saving cars, lightweight construction is the coming trend in the automotive industry.
–– At the plant in Wolfhausen (Switzerland), a fully automated production line for mattress cores is developed and the material flow optimized. This halves throughput times, making it possible to serve customers more efficiently. Overview FoamPartner – Head: Bart J. ten Brink – Presence: nine production, processing and sales locations in Europe, Asia and the USA; worldwide marketing through a partner sales network www.foampartner.com
–– FoamPartner steps up its market expansion in the Asia region – in China additionally through the FoamPartner Bock joint venture – and intensifies its sales activities in the technical foams segment. These efforts are bearing fruit, particularly in ceramic filters.
Net revenue in CHF m
2009
Investments in property, plant and equipment and intangible assets in CHF m 116.8
2010
127.9
2011
124.6
2.3
Number of employees
444 3.4
450 5.1
455
23
Conzzeta – Annual report 2011 Business overview / Business units year
Sporting Goods – Mammut Sports Group Mammut Sports Group develops, manufactures and markets innovative mountaineering, climbing and winter sports equipment. Important events in 2011 –– Mammut is 150 years old in 2012. The company is cele brating with the greatest summit project of all time. The starting signal is given in August 2011 when numerous prominent figures and top mountaineers climb the Jungfrau (4 158 m, Switzerland), the first of 150 peaks worldwide. –– The business unit begins construction of a European logistics center near Memmingen (Germany). This new central warehouse is the biggest investment in the company’s history. The facility will become the hub for all deliveries to customers in Europe.
Net revenue in CHF m
2009 2010 2011
24
–– With the acquisition of Snowpulse SA, a manufacturer of backpacks with integrated avalanche airbag systems, Mammut gains entry to the growing market for skitouring and freeriding snow sports.
Overview Mammut Sports Group – Head: Rolf G. Schmid resence: worldwide sales network in over – P 80 countries; head offices, product development and rope manufacture in Seon (Switzerland); numerous production partners in Europe and Asia www.mammut.ch
Investments in property, plant and equipment and intangible assets in CHF m 215.3 221.2 210.8
4.5
Number of employees
369
3.7
376 18.2
465
Conzzeta – Annual report 2011 Business overview / Business units year
Graphic Coatings – Schmid Rhyner Schmid Rhyner develops and manufactures environmentally friendly print varnishes and laminating adhesives for the graphical industry. Important events in 2011 –– Schmid Rhyner sells the biggest volume of varnish since the company was founded. –– Schmid Rhyner strengthens research and development with the construction of a new development laboratory. The expanded capacity makes it easier to optimize the existing range and shortens lead times for the development of new formulations for varnishes with novel prop erties.
Net revenue in CHF m
2009 2010 2011
–– The successful market launch of UV relief varnish applications for packaging on luxury goods opens doors for Schmid Rhyner to gain new customers.
Overview Schmid Rhyner – Head: Jakob Rohner – Presence: worldwide sales network in over 100 countries; one production site in Adliswil (Switzerland); one subsidiary in New Jersey (USA) www.schmid-rhyner.ch
Investments in property, plant and equipment and intangible assets in CHF m 43.2 46.6 48.1
1.1
Number of employees
45 1.5
47 1.8
48
25
Conzzeta – Annual report 2011 Business overview / Business units year
Real Estate – Plazza Immobilien Plazza Immobilien manages the Conzzeta Group’s portfolio of properties. Important events in 2011 –– The municipal assembly in Wallisellen is set to vote in 2012 on the development plan for a residential development with about 200 attractive apartments. The proj ect is delayed because of an objection from a neighbor.
–– All Plazza Immobilien’s over 500 residential properties are fully let.
–– The last remaining plots of land for apartment buildings in Rafz are sold. Overview Plazza Immobilien – Head: Ralph Siegle – Presence: properties throughout Switzerland www.plazza-immobilien.ch
Net revenue in CHF m
Investments in property, plant and equipment and intangible assets in CHF m
2009
21.4
2010
20.9
0.1
16
2011
21.0
0.1
16
26
3.0
Number of employees
15
Corporate governance 28 29 30 34 36 37 37 37 38 38
Group structure and shareholders Capital structure Board of Directors Group Executive Board Content and method of determining compensation Shareholders’ participation rights Change of control and defensive measures Auditors Information policy Significant events since the balance sheet date
Conzzeta – Annual report 2011 Corporate governance
Corporate governance The Conzzeta Group attaches importance to a transparent management structure and open dialogue. The Group is guided by the principles of the Swiss Code of Best Practice for Corporate Governance, which it implements in accordance with its size and structure. It always acts in compliance with legal requirements and urges its employees to do likewise. The following report is based on the SIX Swiss Exchange AG Directive on Information relating to Corporate Governance, valid on December 31, 2011, in so far as applicable to Conzzeta AG.
1 Group structure and shareholders Group structure The Conzzeta Group is organized in seven business units: Sheet Metal Processing Systems, Glass Processing Systems, Automation Systems, Foam Materials, Sporting Goods, Graphic Coatings, and Real Estate. At Group level, Corporate Staff supports the activities of the holding company, Conzzeta AG, and the operational units. Conzzeta AG, with its registered offices in Zurich, has direct or indirect equity holdings in the companies listed on page 64 et seq. Conzzeta AG is the only company that is listed. The Conzzeta bearer share (Swiss security number 265 798, ISIN CH0002657986) is listed on the SIX Swiss Exchange AG. The market capitalization (bearer shares) as of December 31, 2011, was CHF 730 394 000; the total capitalization (registered and bearer shares) amounted to CHF 827 540 000.
Significant shareholders Percentage of shares represented
TEGULA AG, Zurich
Percentage of nominal capital
in %
in %
81.8
74.2
No disclosures were received in the reporting year.
This corporate governance report does not include issues which correspond to legal norms. In certain selected cases, so-called negative declarations are given. 28
Conzzeta – Annual report 2011 Corporate governance
2 Capital structure Capital and shares The share capital is fully paid-up. There was no authorized or conditional capital as of December 31, 2011.
Number of shares Share capital in CHF
Bearer shares par CHF 100
Registered shares par CHF 20
Total
406 000
270 000
676 000
40 600 000
5 400 000
46 000 000
Each share has one vote at the General Meeting of Shareholders. The dividend rights of the registered and bearer shares are proportional to the par value of the two share categories. Changes in share capital The share capital of Conzzeta AG has not changed in the last three reporting years. Limitations on transferability and nominee registrations The registered shares are not subject to any transferability limitations. Accordingly, nominees are listed in the share register.
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Conzzeta – Annual report 2011 Corporate governance
3 Board of Directors
Jacob Schmidheiny
Matthias Auer
Thomas W. Bechtler
Werner Dubach
Philip Mosimann
Robert F. Spoerry
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Conzzeta – Annual report 2011 Corporate governance
Guiding principle The Board of Directors provides a personnel and orga nizational framework for the company’s leadership to exercise its responsibilities. The Board of Directors assesses the progress made toward achieving targets as well as the financial results. In strategic decisions, it seeks to strike a balance between opportunities and risks in the context of financial sustainability. It delegates the responsibility for management, with comprehensive powers, to the members of the Group Executive Board, enabling the executives to strive proactively for business success.
Members of the Board of Directors Jacob Schmidheiny – lic. oec. publ. – born 1943 – Chairman of the Board of Directors – Member of the Board of Directors since 1977, serving as its Chairman since 1984 – In 1976, he became a member of the Executive Board of Zürcher Ziegeleien, today Conzzeta AG. From 1978 to 2001, he was President and Chief Executive Officer. The transition from the construction materials group to the present-day industrial holding company took place under his leadership. – Jacob Schmidheiny is Chairman of the Board of Directors of TEGULA AG, Zurich. Matthias Auer – Dr. iur. – born 1953 – Member of the Board of Directors since 1996 – He has practiced as a lawyer and notary public in Glarus since 1981. He is President of the Cantonal Council in Glarus. – Matthias Auer is a member of the Board of Directors of TEGULA AG, Zurich.
Werner Dubach – Dipl. Ing. Chem. ETH, MBA – born 1943 – Member of the Board of Directors since 1993 – He is Chairman of the Board of Directors of Datacolor AG, Lucerne. From 1998 to 2008, he was Chairman of the Board of Directors and Chief Executive Officer of Eichhof Holding AG, Lucerne. In 1983 he became CEO and a member of the board of Brauerei Eichhof. Between 1970 and 1983, he held various managerial posts within the Eichhof Group. – He is a board member of a number of start-up enterprises. Philip Mosimann – Dipl. Ing. ETH – born 1954 – Member of the Board of Directors since 2007 – He joined Bucher Industries AG, Niederweningen, in 2001, becoming Chief Executive Officer in 2002. Between 1980 and 2001, Philip Mosimann held a number of managerial positions with the Sulzer Group, Winterthur, including Sulzer Innotec AG (1980 – 1992), as Head of Division Sulzer Thermtec (1992 – 1996) and as Head of Division Sulzer Textil, Rüti (1997 – 2000). Robert F. Spoerry – Dipl. Masch.-Ing. ETH, MBA – born 1955 – Member of the Board of Directors since 1996 – He is Chairman of the Board of Directors of Mettler-Toledo International Inc., Greifensee, which he also led as CEO from 1993 to 2007, and of Sonova Holding AG, Stäfa, and Vice-Chairman of the Board of Directors of Geberit AG, Jona. All members of the Board of Directors are Swiss nationals. No member is actively involved in the executive man agement of the Conzzeta Group, nor has been in the last three years. Apart from the role of shareholder, no member has significant business relations with the Group.
Thomas W. Bechtler – Dr. iur., LL.M. – born 1949 – Member of the Board of Directors since 1987 – Since 1982, he has been a member of the Board of Directors and CEO of Hesta AG, Zug. From 1975 to 1982, he held various managerial positions at Luwa AG. – Thomas W. Bechtler is Vice-Chairman of the Board of Directors of Sika AG, Baar, and a member of the Board of Directors of Bucher Industries AG, Niederweningen.
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Conzzeta – Annual report 2011 Corporate governance
Election and term of office In accordance with the Articles of Incorporation, the Board of Directors comprises at least four and no more than eight members. It is elected for a term of three years. The last total renewal took place at the Annual General Meeting of Shareholders in 2011. The previous members of the Board were reelected in globo. There are no limitations on terms of office. Internal organization The Board of Directors acts as an integral body and does not appoint special committees. The Chairman is involved in and supervises the preparation of the bases for decisions by the Board of Directors and the implementation of those decisions. The substantive preparation and operational implementation of the Board’s decisions are the responsibility of the Group Chief Executive Officer. This applies in particular in matters of strategy, financing, personnel appointments and important individual transactions. The Group Chief Executive Officer, the Group Chief Financial Officer, the General Counsel and the Secretary to the Board attend Board meetings, unless the Board of Directors decides otherwise. In addition, heads of business units, senior executives from Group companies, and, on occasion, external consultants are also called upon to take part in Board meetings, depending on the specific topic to be discussed. The Board of Directors holds four or five ordinary half- to full-day sessions annually. Four such meetings were held in the year under review. Furthermore, the Board of Directors meets for discussions with business unit management and visits sites in Switzerland and abroad. In September 2011, Christian Thalheimer joined Conzzeta AG as Head of Corporate Services and Secretary to the Board. He succeeded Carlo Menotti, who left the company at the end of August 2011. Risk assessment: the Group has methodical procedures which serve the Board of Directors as a basis for its assessment of the business situation, as well as strategic, financial and operational risks. In addition to the financial reports and analyses (see “Instruments of information and control”), these include the internal control system as well as strategic and operative risk management. Please refer to page 63 for further details of the risk management process. The Conzzeta Group has no internal audit function.
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Competences The Board of Directors has delegated responsibility for management of the Group’s business to the members of the Group Executive Board, in accordance with the powers set forth in the Articles of Incorporation. The members of the Group Executive Board and the management of the individual business units have extensive competences in regard to the strategic and operational management of the units assigned to them. It is their task, through the careful development of human, material and organizational resources, to deliver a competitive per formance in future-oriented industries as well as robust financial results. Decision-making competences are graded according to their significance and financial magnitude. The Board of Directors has the following main responsibilities: –– determination of the Group organization –– appointment of the members of the Group Executive Board –– supervision of Group management and evaluation of prospects and results –– determination of the Group’s strategic and financial goals –– ratification of the main features of the business unit strategies –– decisions on important investments, divestments, proj ects and financial obligations, the decision-making competence being limited to sums exceeding thresholds between CHF 3 million and CHF 10 million –– determination of the principles of accounting, financial planning, internal controlling and reporting –– ratification of the annual planning –– assessment of the risk situation of the Group, evaluating the opportunities and the sustainability in terms of human and financial resources.
Conzzeta – Annual report 2011  Corporate governance
Instruments of information and control The Conzzeta Group has a well-developed planning and information system. It is built from the base up, becoming increasingly concentrated towards the top. The Board of Directors is informed verbally and in writing about the strategies, plans and results of all business units. The Board of Directors receives monthly written reports comprising the main key figures and a commentary on important events. Every three months, the Board of Directors receives a detailed report with the complete financial statements of the business units and the Group, and comprehensive management reports. On an annual basis, the Board of Directors is presented with the medium-term and annual planning as a basis for its decisions on these matters. The Board of Directors also receives a report on the risk situation (see also page 63), the management letter of the auditors and the report on the employee pension funds. The Board of Directors deals in depth, in a rotating cycle, with key strategic questions at Group and business unit level. At the invitation of the Board of Directors, the individual business units present their situation and plans. Special documentation is produced for important individ ual transactions and presented at Board meetings by those responsible. The Chairman of the Board of Directors takes part in the strategy meetings of the business units, as well as in some closing discussions and project meetings.
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Conzzeta – Annual report 2011 Corporate governance
4 Group Executive Board
Robert Suter
Bart J. ten Brink
André Brütsch (as of Jan. 1, 2012)
Richard Jakob (until Dec. 31, 2011)
Kaspar W. Kelterborn
Martin Pfister
Jakob Rohner
Rolf G. Schmid
Ralph Siegle
Ferdi Töngi
34
Conzzeta – Annual report 2011 Corporate governance
Members of the Executive Board Robert Suter – Dipl. Ing. ETH, MBA – born 1958 – Group Chief Executive Officer since 2009 – Starting in 1995, Robert Suter worked for ABB in a number of management positions, most recently as a member of management of the Transformers business unit with worldwide responsibility for the Small Power and Traction Transformers product group. Between 2000 and 2005, he was head of the High Voltage Products business unit and also served as head of ABB operations in Korea. From 1995 to 1999, Robert Suter was CEO at Micafil. Before 1995, he worked at Cellpack AG (as division head in Canada and Switzerland) and at Oerlikon Contraves AG as a development engineer in the aerospace field. Bart J. ten Brink – Dipl. Ing. VAT Tilburg, Netherlands – born 1964 – Head of the Foam Materials business unit since 2009 – From 1991, he served in various management and senior management positions within the international foam manufacturing group Recticel N.V., for the last ten years as head of two strategic business units, composite foams and acoustical products, with worldwide responsibility. From 1995 to 1998, he was responsible, as Technical Director and Industrial Manager, for the Nordflex Group Scandinavia (joint venture of Recticel Int. and Shell Scandinavia). Between 1992 and 1995, he served as Plant Manager of Recticel Industry Buren. Bart J. ten Brink is a Dutch citizen. André Brütsch – Dipl. Ing. ETH – born 1958 – Head of the Glass Processing Systems business unit since January 1, 2012 – From 2005 to 2011, he was General Manager of Bystronic Laser AG, which is part of the Sheet Metal Processing Systems business unit of the Conzzeta Group, and from 2008 also head of division operations at Bystronic. From 1988 to 2004, he worked for various companies belonging to the Georg Fischer Group. He held management positions in the Charmilles division between 1994 and 2004, and took overall charge of the division from 2003 to 2004 as CEO of Charmilles Technologies SA, Meyrin. Richard Jakob – Dipl. El.-Ing. ETH – born 1950 – Head of the Glass Processing Systems business unit from 2007 to December 31, 2011 – He served in various positions within the Schindler Group, most recently heading the corporate task force. From 2000 to 2005, he was Senior Vice-President in charge of the Eastern
Europe and later Northern Europe market regions. Before that he was responsible for the new installations and assembly profit center as a member of executive management of Schindler Switzerland, in charge of the home market business at Schindler France, and was General Manager for various market regions in Switzerland. Kaspar W. Kelterborn – lic. oec. HSG – born 1964 – Group Chief Financial Officer since 2006 – From 2003 until mid 2005, he was CFO and a member of the Executive Board of Unaxis Group. From 1996 to 2002, he worked for the Clariant Group in international postings and held various senior management positions in the area of finance and controlling, including head of finance of a worldwide division headquartered in Manchester, England, from 2000 to 2002, CFO for the ASEAN region headquartered in Singapore from 1998 to 2000, and CFO at country level in Spain and Thailand from 1996 to 1998. Between 1992 and 1995, he worked for Sandoz International AG in Switzerland and abroad. Martin Pfister – Engineer FH, BSc in economics, MBA – born 1966 – Head of the Automation Systems business unit since 2005 – He joined the Conzzeta Group in 2004 as CEO of the former Seckler AG. From 2002 to 2004, he was CEO of Feintool Automation AG, Aarberg. Between 1996 and 2001, he served in various leading and management functions in the machine industry. Jakob Rohner – Dipl. Ing. HTL, MBA – born 1958 – Head of the Graphic Coatings business unit since 2011 – From 2009 to 2011, he held a consultancy brief with Ivers-Lee AG, Burgdorf. From 2007 to 2009, he was Chief Executive Officer of Cham Paper Group, Cham. Prior to that, from 2000 to 2006, he was Chief Executive Officer at HTS Suisse SA, Glattbrugg. From 1993 to 1999, he held various leading positions at Papierfabrik Biberist, which was part of the Metsa Serla Group. Rolf G. Schmid – lic. oec. HSG – born 1959 – Head of the Sporting Goods business unit – He joined the Conzzeta Group in 1996 as Head of the sports division of Arova Mammut AG. He took over as CEO of today’s Mammut Sports Group AG in 2000. Between 1985 and 1995, he held leading positions in the pharma ceutical industry as well as in the watch and tourism 35
Conzzeta – Annual report 2011 Corporate governance
industries. – Rolf G. Schmid is a member of the Executive Board of economiesuisse and a member of the Board of Directors of CF Holding AG, St. Gallen, and Kuhn Rikon AG, Zell. Ralph Siegle – Fed. dipl. in real estate management – born 1959 – Head of the Real Estate business unit since 2003 – From 2002 to 2003, he was in charge of portfolio management at Mobimo AG, Zollikon. Between 1993 and 1998, he was a team leader at Livit Immobilien Management AG, Zurich, becoming head of property management and a member of management in 1999. Ferdi Töngi – Engineer FH, MBA – born 1951 – Head of the Sheet Metal Processing Systems business unit since 2002 – He joined the Conzzeta Group in 2000 as Head of the Machinery and Systems Engineering business unit. From 1997 until 1999, he was Head of Division Europe North and a member of Group management at AGIE Charmilles Group, Losone and Geneva. Between 1992 and 1996, he was a member of Group management at AGIE Group, Losone, with responsibility for marketing, sales and customer services. From 1974 to 1989, he held various management positions in the precision instrument and machine industry. With the exception of Bart J. ten Brink, all members of the Group Executive Board are Swiss nationals.
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5 Content and method of determining compensation The amount of compensation received by the members of the Board of Directors and of the Group Executive Board is reported in the notes to the financial statements of Conzzeta AG (page 71). It is comparable with the previous year’s level. In accordance with the Articles of Incorporation, the members of the Board of Directors determine their own compensation on an annual basis, taking account of the personal contribution that each has made and the financial situation of the company. The members of the Group Executive Board receive a salary comprising a fixed and a variable part. In determining the fixed salary, the individual responsibility and experience of the person concerned is taken into consideration. The variable part (bonus) is between 11 and 44 % of the gross compensation. It is determined by fair consideration, taking account of the overall situation, at the end of the financial year and paid out in a single cash sum. Progress in achieving strategic and operational business-unit goals and the situation in the respective markets are taken into consideration. Great importance is attached to the long-term orientation, the culture of cooperation and the advancement of the employees. No formalized calculation models are used to determine compensation packages. On the one hand, this is in order to ensure a comprehensive and situation-specific appraisal of performance, and on the other, because appropriate appraisal is considered to be a management responsibility and part of the performance review. A proposal regarding the compensation packages for the members of the Group Executive Board is submitted by the Group Chief Executive Officer to the Chairman of the Board of Directors for approval. The Chairman of the Board of Directors determines the compensation to be paid to the Group Chief Executive Officer, decides on the proposed compensation for the other members of the Group Executive Board and informs the Board of Directors once a year about all compensation packages. There are no share or option participation programs for or loans to members of the Board of Directors or the Group Executive Board.
Conzzeta – Annual report 2011 Corporate governance
6 Shareholders’ participation rights Restriction of voting rights and representation Every bearer share and every registered share has one vote at the General Meeting of Shareholders. The registered shares of Conzzeta AG are not subject to restrictions of voting rights. Statutory quora (Article 10 of the Articles of Incorporation) A resolution of the General Meeting of Shareholders which carries at least two-thirds of the represented votes and an absolute majority of the par value of the represented shares is required for: 1 – changes to the Articles of Incorporation 2 – changes to the share capital 3 – the limitation or annulment of subscription rights 4 – the liquidation of the company Subject to Article 704 CO, the General Meeting of Shareholders passes all other resolutions and decides its elections by an absolute majority of the votes cast, excluding blank and invalid ballots. Convocation of the General Meeting of Shareholders (Article 7 of the Articles of Incorporation) The Articles of Incorporation have no rule which differs from applicable legal standards. The invitation to Annual and Extraordinary General Meetings is issued by the Board of Directors, or by the auditors as the case may be, no later than 20 days before the date of the meeting. The invitation, which sets out an agenda of matters for discussion, the proposals of the Board of Directors and – where applicable – of shareholders who have demanded the convocation of the General Meeting or the inclusion of an item on the agenda, is published in the Swiss Official Gazette of Commerce. Agenda (Article 7 of the Articles of Incorporation) Shareholders who represent shares with a par value of at least CHF 1 million can demand the inclusion of an item on the agenda. The request must be submitted to the company at least 40 days before the General Meeting of Shareholders.
Registrations in the share register (Article 4 of the Articles of Incorporation) From the date of invitation to a General Meeting of Shareholders up to the day after the General Meeting itself, no registrations will be accepted in the share register.
7 Change of control and defensive measures Duty to make an offer (Article 5 of the Articles of Incorporation) Opting out: persons or companies acquiring shares in the company are not under obligation to make an offer in accordance with the Federal Act on Stock Exchanges and Securities Trading.
8 Auditors Duration of the mandate and term of office of the auditor in charge The statutory auditors of Conzzeta AG and group auditors since 1939 are KPMG AG in Zurich, or its legal predecessor. The auditor in charge, Hanspeter Stocker, has held this position since the 2010 business year. Auditing fees and additional fees In the reporting year, the auditors submitted accounts for the following fees: Auditing fees: CHF 448 520 Additional fees for tax advice and consultancy regard- ing accounting standards as well as voluntary reviews: CHF 74 820 Informational instruments pertaining to the auditors The Chairman represents the Board of Directors vis-à-vis the auditors. After hearing the auditors and the Group Chief Financial Officer, the Chairman determines the main points the company wishes to be covered by the audit. He discusses the audit results with the auditors, along with the Group Chief Executive Officer and the Group Chief Financial Officer, and assesses the results. The Group Chief Financial Officer adopts the recommended improvements. The Board of Directors takes note of the auditors’ reports which are commented upon by the head auditor at an ordinary meeting of the Board of Directors. The Chairman and the Group Chief Financial Officer brief 37
Conzzeta – Annual report 2011 Corporate governance
the Board of Directors about their assessment and the measures adopted. They inform the Board of Directors about the auditing costs and give their opinion of the quality of the audit services provided. Unless there is a compelling reason to do so, the Board of Directors makes no further assessment.
9 Information policy The company publishes an annual report as of December 31 and an interim report as of June 30. Interested parties are informed about the financial statements and other important events in writing. A conference is held for media representatives and financial analysts in con junction with the publication of the annual report as of December 31. The consolidated financial statements in accordance with Swiss GAAP FER give a true and fair view of the actual circumstances. This and other information about the company, calendar dates and contacts can be found at www.conzzeta.ch/investors
10 Significant events since the balance sheet date With effect from January 1, 2012, André Brütsch succeeded Richard Jakob as Head of the Glass Processing Systems business unit and became a member of the Group Executive Board of Conzzeta. Richard Jakob left the Group Executive Board on December 31, 2011.
38
Financial report
Consolidated financial statements
41 42 43 44 45 64 66
Income statement Balance sheet Cash flow statement Statement of changes in shareholders´ equity Notes to the consolidated financial statements List of consolidated companies by business unit Statutory auditor’s report
Financial statements of Conzzeta AG
68 69 70 73 75
Income statement Balance sheet Notes to the financial statements Additional information on the financial statements Proposed appropriation of available earnings and reserves 76 Statutory auditor’s report
Conzzeta – Annual report 2011 Financial report
Conzzeta – Annual report 2011 Financial report
Consolidated income statement – Group 2011
2010
Notes
CHF m
CHF m
Net revenue
3
1 128.118
1 051.943
Changes in inventory and own work capitalized
4
Total revenue
23.920
25.916
1 152.038
1 077.859
Cost of materials
5
– 579.680
– 531.674
Personnel expenses
6
– 281.199
– 269.216
Other operating expenses
7
– 191.964
– 185.539
16, 17
– 34.024
– 31.524
18
– 3.309
– 3.020
61.862
56.886 – 2.605
Depreciation on property, plant and equipment, and financial assets Depreciation on intangible assets Operating result Financial result
8
3.482
Result from unconsolidated investments
9
0.006
0.123
65.350
54.404
Ordinary result before taxes Extraordinary result
1.149
5.400
66.499
59.804
– 14.360
– 8.228
Minority interests
– 0.050
– 0.117
Group result
52.089
51.459
10
Result before taxes Taxes
11
41
Conzzeta – Annual report 2011 Financial report
Consolidated balance sheet at December 31 – Group
Notes
2011
2010
CHF m
CHF m
388.163
404.008
Assets Cash and cash equivalents Securities
12
94.325
106.903
Trade receivables
13
216.491
167.704
Prepayments to suppliers Other receivables
7.944
5.088
14
21.573
18.109
7.402
8.799
15
246.857
204.430
982.755
915.041
Prepaid expenses and accrued income Inventories Current assets Property, plant and equipment
16
315.633
320.330
Financial assets
17
42.739
45.044
Intangible assets
18
11.082
7.152
Fixed assets
369.454
372.526
Total assets
1 352.209
1 287.567
106.589
89.386
43.128
34.293
12.247
6.592
Liabilities and shareholders’ equity Trade payables Advance payments from customers
19
Short-term financial liabilities Other short-term liabilities
20
12.094
10.433
Accrued expenses and deferred income
21
71.390
66.232
Short-term provisions
22
20.659
24.532
266.107
231.468
8.737
8.876
0.086
0.084
0.544
0.435
Short-term liabilities Long-term financial liabilities
23
Other long-term liabilities Pension fund liabilities
27
Long-term provisions
22
Long-term liabilities Share capital Capital reserves
24
63.681
63.973
73.048
73.368
46.000
46.000
19.392
1.600
947.662
934.834
1 013.054
982.434
Shareholders’ equity including minority interests
1 013.054
982.731
Total liabilities and shareholders’ equity
1 352.209
1 287.567
Retained earnings Shareholders’ equity excluding minority interests Minority interests
42
0.297
Conzzeta – Annual report 2011 Financial report
Consolidated cash flow statement – Group 2011 Notes
Group result Minority interests in net income Depreciation Impairments
2010
CHF m
CHF m
52.089
51.459
0.050
0.117
30.234
32.817
7.099
1.727
Gain on disposal of fixed assets and business activities
– 0.898
– 7.389
Change in provisions and pension fund liabilities
– 7.470
– 7.462
Other non-liquidity-related positions
– 3.685
– 2.189
Cash flow from operating activities before change in working capital
77.419
69.080
Change in inventories
– 41.485
– 18.036
Change in trade receivables
– 48.049
– 15.638
Change in prepayments to suppliers
– 2.617
– 0.906
Change in other receivables, prepaid expenses and accrued income
– 1.842
– 5.659
Change in trade payables
16.731
33.161
8.200
12.198
Change in advance payments from customers Change in other liabilities, accrued expenses and deferred income Cash flow from operating activities Investment in property, plant and equipment
16
Divestment of property, plant and equipment Investment in financial assets and securities Divestment of financial assets and securities
9.798
1.470
18.155
75.670
– 35.529
– 18.034
7.021
2.367
– 2.572
– 72.978
18.244
23.896
Investment in intangible assets
18
– 4.607
– 3.097
Acquisition of business activities
25
– 1.975
Divestment of business activities
25
Cash flow from investing activities Cash flow from operating and investing activities (free cash flow) Dividends Change in minority interests
26
9.748 – 19.418
– 58.098
– 1.263
17.572
– 18.400
– 13.800
– 0.313
Change in short-term financial liabilities
4.886
Change in long-term financial liabilities
– 0.166
Change in other long-term liabilities Cash flow from financing activities Effect of currency translation on cash and cash equivalents
1.035 0.614 – 0.038
– 13.993
– 12.189
– 0.589
– 4.659
– 15.845
0.724
Cash and cash equivalents at 1 / 1
404.008
403.284
Cash and cash equivalents at 12 / 31
388.163
404.008
Change in cash and cash equivalents
43
Conzzeta – Annual report 2011 Financial report
Consolidated statement of changes in shareholders’ equity at December 31 – Group Share capital
Agio/ capital reserves
Retained earnings Currency translation effects
Other retained earnings
Value fluctuation financial instruments
Total excl. minority interests
Minority interests
Total incl. minority interests
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
46.000
1.600
– 44.213
973.900
0.804
978.269
Shareholders’ equity At 12 / 31 / 2009
978.091
0.178
Group result 2010
51.459
51.459
0.117
Dividend payment
– 13.800
– 13.800
– 13.800
1.362
1.362
1.362
– 34.678
0.002
– 34.676
2.166
982.434
0.297
982.731
0.050
52.139
51.576
Changes resulting from hedging transactions Currency translation effects At 12 / 31 / 2010
– 34.678 46.000
1.600
– 78.891
1 011.559
Reclassification of capital contributions
– 17.792
-
Group result 2011
17.792
52.089
52.089
Dividend payment
– 18.400
– 18.400
0.027
0.027
Acquisition of minority interests
– 18.400 – 0.340
– 0.313
Changes resulting from hedging transactions
– 2.224
Currency translation effects At 12 / 31 / 2011
– 0.872 46.000
19.392
– 79.763
1 027.483
– 0.058
– 2.224
– 2.224
– 0.872
– 0.007
– 0.879
1 013.054
-
1 013.054
The reclassification of capital contributions amounting to CHF 17.8 million was made in accordance with the revaluation of the reserves from capital contributions in conformity with the Swiss Federal Law on Withholding Tax and was approved by the Swiss Federal Tax Administration.
44
Conzzeta – Annual report 2011 Financial report
Notes to the consolidated financial statements General principles The consolidated financial statements comprise the audited financial statements of the Group companies of Conzzeta AG at December 31, using accounting policies which are consistent throughout the Group and in accordance with Swiss GAAP FER. For the 2011 consolidated financial statements, the historical costs have been reported using the same valuation policies and basis as in the previous year. The principle of individual valuation has been applied to assets and liabilities.
Consolidation principles Scope and method of consolidation The consolidated financial statements include the financial statements of Conzzeta AG and of all companies directly or indirectly controlled by Conzzeta AG, through investments with more than 50 % of the votes or by another means, and uniformly managed. These investments are fully consolidated. The share of the minority shareholders in the net assets and net result is disclosed separately. Investments with 50 % of the voting rights are consolidated on a pro rata basis in accordance with the share in the capital. Intragroup receivables and payables as well as expenses and income are offset against each other, and intragroup profits have been eliminated. The assets and liabilities of companies included in the consolidation for the first time are valued at current values. Goodwill arising from this revaluation is capitalized and amortized to the income statement. First-time consolidations are included from the date on which control is acquired; deconsolidations from the date on which control is relinquished. Investments in associates (at least 20 %, but less than 50 % of the voting rights) are accounted for under the equity method. Other minority interests are valued at acquisition cost, less any necessary provisions for diminution in value. A list of the consolidated companies and the associated companies can be found on page 64 et seq.
Foreign currency translation The financial statements of foreign Group companies are prepared in their respective functional currencies and translated into CHF as follows: –– balance sheets at year-end exchange rates –– income statements at annual average rates –– cash flow statements at annual average rates The resulting translation differences, as well as foreign currency gains and losses on long-term, equitylike loans to Group companies, are taken directly to the consolidated shareholders’ equity. All gains and losses resulting from transactions in foreign currencies as well as adjustments to foreign currency balances at the balance sheet date are recognized in the income statement.
45
Conzzeta – Annual report 2011 Financial report
Accounting and valuation policies Cash and cash equivalents Cash and cash equivalents include cash on hand, postal checking and bank account balances as well as fixed-term deposits with a maximum residual term of 90 days.
Securities The securities are marketable, readily realizable monetary and capital investments (including structured financial products). They are shown at market value.
Receivables Trade receivables and other receivables are shown at invoiced amounts, less appropriate provisions for debtors’ risks. Specific provisions for bad debts are accounted for where required.
Inventories Inventories are shown at the lower of acquisition or production cost and fair value less cost to sell. Production cost is calculated without imputed interest. Discounts are recognized as purchase price reductions. Provisions are made for inventories that are difficult to realize or slow-moving.
Property, plant and equipment Land has been valued at acquisition cost less impairment adjustments. Other tangible fixed assets are valued at acquisition or production cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. Estimated useful lives are as follows:
Properties for rent
30 to 45 years
Factory buildings
30 to 40 years
Plant and machinery
5 to 12 years
Tools, fixtures and fittings, vehicles
2 to 8 years
IT hardware and office machinery
3 to 5 years
As a result of the Group’s diversified business activities, it has a broad range of fixed assets, and the useful lives of property, plant and equipment vary.
46
Conzzeta – Annual report 2011 Financial report
Financial assets Financial assets are valued at acquisition cost, less appropriate provisions for value adjustments. Also recognized in the financial assets are employer contribution reserves not subject to renounced use.
Intangible assets Intangible assets include goodwill arising from the acquisition of business activities as well as of formulas, licenses, trademarks and software. Goodwill and other intangible assets are generally amortized to the income statement over their estimated useful life using the straight-line method. Normally, this is five years for goodwill and between three and five years for software and licenses.
Impairment of assets The value of assets is assessed at regular intervals. Where there are signs of loss of value, the realizable value is reassessed. If the book value exceeds the realizable value, an additional depreciation adjustment is made.
Liabilities Liabilities are usually recognized in the balance sheet at invoiced amounts.
Provisions Provisions are formed when an event likely to give rise to an obligation occurs prior to the balance sheet date, and the amount involved and / o r the settlement date are uncertain, but can be estimated. This obligation can have legal or factual grounds. In the case of land which contains waste or noxious materials, there is a legal obligation to undertake measures for remediation or decontamination.
Deferred taxes Deferred income tax is provided for all temporary differences arising between the tax bases of assets and liabilities and their carrying value for reporting purposes, using the currently enacted tax rates on an entity level. Movements in the deferred tax provision are included in the tax position in the income statement. Deferred taxes for loss carry-forwards are only capitalized when in all probability future taxes on profits can be offset.
47
Conzzeta – Annual report 2011 Financial report
Employee pensions The pension obligations of Group companies in respect of retirement, death and disability benefits are based on local rules and customs in each country. Regular contributions are paid to government bodies, autonomous pension funds or insurance companies. The pension and benefit payments and outstanding benefits during the accounting period and the regular contributions to the various pension funds are charged to the income statement. The private pension plans are principally those existing in Switzerland. They are for the creation of retirement assets for conversion into fixed pensions, with additional risk benefits. These are valued and presented in accordance with the standards of Swiss GAAP FER 16. Any actual economic impact of the pension funds on the company is calculated at the balance sheet date. An economic benefit is only capitalized when this is to be used for the future service cost of the company. An economic obligation is recognized as a liability when the requirements for the formation of a provision are met. Freely available employer contribution reserves are shown as assets. The difference between the annually determined economic benefits and obligations and the change in the employer contribution reserves are included in the income statement. The summarized statement for the autonomous pension funds in Switzerland is valued in accordance with Swiss GAAP FER 26 and shown on page 80 et seq. Actuarial reviews are undertaken on a regular basis.
Research and development Research and development costs are fully charged to the income statement.
Extraordinary result The extraordinary result shows gains and losses from non-recurring transactions which do not form part of the operational core business. These comprise primarily the sale of non-operational real estate and divestment of business activities. The plots of land in question derive almost exclusively from the properties owned by the former tile and brick works and the construction materials businesses.
Derivative financial instruments Forward exchange contracts and options are used to hedge against some currency risks arising from business operations. Hedge transactions, like the underlying transactions, are shown at market value and recognized in the balance sheet as accrued income or expense. Value changes on hedge transactions against future currency risks will be shown directly in equity until completion of the underlying transaction.
48
Conzzeta – Annual report 2011 Financial report
Additional notes to the consolidated financial statements 1 Changes in the scope of consolidation Purchase of investments: With effect from July 1, 2011, the Sporting Goods business unit acquired Snowpulse SA in Bagnes (Switzerland), a company which develops and produces backpacks with an integrated avalanche airbag system. On the same date, Mammut Sports Group AG in Seon (Switzerland) increased its holding in Mammut Sports Group Japan Inc. in Tokyo (Japan) from 80 % to 100 %. Mammut Sports Group AG absorbed Snowpulse SA through merger on December 7, 2011. The present structure of the Group companies is shown on page 64 et seq.
2 Currency translation rates Year-end exchange rates 2011
Year-end exchange rates 2010
Annual average rates 2011
Annual average rates 2010
CHF
CHF
CHF
CHF
Euro area
1 EUR
1.22
1.25
1.23
1.38
USA
1 USD
0.94
0.94
0.89
1.04
Great Britain
1 GBP
1.46
1.45
1.42
1.61
Sweden
100
SEK
13.64
13.95
13.67
14.48
China
100 CNY
14.90
14.17
13.72
15.39
South Korea
100 KRW
0.08
0.08
0.08
0.09
Japan
100
JPY
1.21
1.15
1.11
1.19
1 SGD
0.72
0.73
0.71
0.76
Singapore
49
Conzzeta – Annual report 2011 Financial report
Consolidated income statement 3 Net revenue CHF m
%
1 051.9
100.0
– 101.9
– 9.7
– divestments
– 10.6
– 1.0
– acquisitions
3.3
0.3
185.4
17.6
76.2
7.2
Net revenue 2010 Changes in Group revenue 2011 due to: – currency translation effects
– changes in quantity and price Total change Net revenue 2011
1 128.1
The divestment effect is due to the disposal of the Toko product line, with effect from September 1, 2010. The acquisition effect is due to the acquisition of Snowpulse SA in Bagnes (Switzerland), with effect from July 1, 2011. 2011
2011
2010
2010
CHF m
%
CHF m
%
Sheet Metal Processing Systems
503.0
44.6
410.9
39.1
Glass Processing Systems
150.2
13.3
167.5
15.9
70.0
6.2
56.4
5.4
Foam Materials
124.6
11.0
127.9
12.2
Sporting Goods
210.8
18.7
221.2
21.0
Graphic Coatings
48.1
4.3
46.6
4.4
Real Estate and miscellaneous revenue
21.4
1.9
21.4
2.0
1 128.1
100.0
1 051.9
100.0
2011
2011
2010
2010
CHF m
%
CHF m
%
Switzerland
155.4
13.8
160.3
15.2
Euro area
365.7
32.4
360.2
34.2
Rest of Europe
176.1
15.6
140.5
13.4
Total Europe
697.2
61.8
661.0
62.8
North and South America
198.3
17.6
143.9
13.7
Asia and Pacific
222.8
19.7
242.1
23.0
Africa
9.8
0.9
4.9
0.5
Total
1 128.1
100.0
1 051.9
100.0
Net revenue by business unit
Automation Systems
Total
Net revenue by geographic area
50
Conzzeta – Annual report 2011 Financial report
4 Changes in inventory and own work capitalized
Change in inventory
2011
2010
CHF m
CHF m
23.9
25.6
Own work capitalized Total
0.3 23.9
25.9
The change in inventory is due to the change in inventories of semifinished products, work in progress and finished products.
5 Cost of materials Cost of materials summarizes the overall cost of raw materials, intermediates and supplies, as well as merchandise held for resale and expenses for third-party manufacturing, handling or processing of the Group’s products (external services). Changes in inventories of semifinished products, work in progress and finished products have a significant influence on the cost of materials in relation to total revenue.
6 Personnel expenses 2011
Wages and salaries Social security benefits Other personnel expenses Total
2010
CHF m
CHF m
233.7
224.7
40.5
41.3
7.0
3.2
281.2
269.2
In addition to contributions to state pension plans, social security benefits include the contributions to pension funds described in note 27 on page 61.
7 Other operating expenses Other operating expenses include the cost of repairs and maintenance on property, plant and equipment, sales provisions, expenses for guarantees, assembly, transport and energy, as well as sundry expenses for production, development, sales and administration.
51
Conzzeta – Annual report 2011 Financial report
8 Financial result
Financial income Financial expenses Total
2011
2010
CHF m
CHF m
4.4
3.2
– 0.9
– 5.8
3.5
– 2.6
Interest income rose by CHF 0.5 million. Combined with currency gains of CHF 0.7 million on the valuation of liquid assets, on short-term or repaid loans between Group companies, and other financial assets, this resulted in a CHF 1.2 million rise in financial income. The interest expense of CHF 0.9 million arises, inter alia, from the financing of sites abroad. In the previous year, financial expenses included currency losses of CHF 5.1 million on the valuation of liquid assets, on short-term or repaid loans between Group companies, and on other financial assets.
9 Result from unconsolidated investments The result from unconsolidated investments comprises gains and losses from associated companies.
10 Extraordinary result The extraordinary result amounting to CHF 1.1 million comprises CHF 0.6 million from the reversal of provisions no longer required, arising from the sale of business activities, and CHF 0.5 million from the sale of land in Switzerland. The previous year’s figure of CHF 5.4 million included proceeds from the sale of a product line in the Sporting Goods business unit as well as from the sale of real estate.
11 Taxes
Current taxes on income Deferred taxes Total
2011
2010
CHF m
CHF m
13.4
8.8
1.0
– 0.6
14.4
8.2
Current taxes on income include taxes paid and owed on taxable income of the individual companies in accordance with local tax laws. The taxable results of subsidiaries belonging to the tax group in Germany are transferred to the controlling company, Conzzeta Holding Deutschland AG. Deferred taxes are calculated individually per tax subject using the actual expected tax rate. The deferred tax expenses are due to the net formation of temporary differences. Current taxes on income were reduced by CHF 1.9 million (previous year: CHF 4.4 million) by recognizing tax-loss carryforwards to offset taxable income. The average Group tax rate is expected to be 21.1 % (20.2 %).
52
Conzzeta – Annual report 2011 Financial report
Consolidated balance sheet 12 Securities The securities are fixed-interest bonds denominated in CHF and shares in a CHF money-market fund.
13 Trade receivables
Trade receivables
2011
2010
CHF m
CHF m
235.8
186.6
Provision
– 19.3
– 18.9
Total
216.5
167.7
Trade receivables increased as a result of the strong sales performance in the last few months of the year. For doubtful accounts, individual and overall value adjustments have been deducted. The overall provision is based on the experience of the respective company.
14 Other receivables Other receivables consist mainly of recoverable value-added tax and other tax credits.
15 Inventories 2011
2010
CHF m
CHF m
Raw materials and supplies
71.5
69.0
Merchandise for resale
51.6
33.3
Semifinished products and work in progress
61.5
46.5
Finished products
62.3
55.6
246.9
204.4
Total
Most of the increase in merchandise for resale is attributable to the Sporting Goods business unit. The increase in the other inventories is due to the rising order volume and to work in progress at the reporting date in Machinery and Systems Engineering. Overall, the value adjustments on inventories amounted to CHF 45.3 million (previous year: CHF 38.1 million). This includes CHF 2.5 million in impairments arising from the restructuring decision in the Glass Processing Systems business unit.
53
Conzzeta – Annual report 2011 Financial report
16 Property, plant and equipment Undeveloped real estate
Properties for rent
Factory buildings
Plant and machinery
Fixtures and fittings, vehicles
Assets under construction
Total property, plant and equipment
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
At 12 / 31 / 2009
15.2
234.9
1.4
Currency translation effects
– 0.4
Cost 259.9
181.2
57.8
– 14.4
– 10.8
– 3.6
Changes in scope of consolidation Additions
– 0.1
– 0.2
3.1
8.1
5.5
750.4 – 29.2 – 0.3
1.3
18.0
Disposals
– 0.2
– 1.6
– 1.0
– 3.1
– 4.3
Reclassifications
– 0.2
– 0.6
– 0.2
2.2
– 0.5
– 1.1
– 0.4
Cost at 12 / 31 / 2010
14.4
232.7
247.4
177.5
54.7
1.6
728.3
– 1.5
– 0.4
– 0.3
0.4
– 1.8
Currency translation effects Changes in scope of consolidation
0.1
Additions Disposals
0.1
1.2
5.2
8.6
– 0.7
– 4.7
– 3.4
– 4.1
– 5.0
– 0.1
0.4
13.7
228.0
243.6
178.7
58.0
1.8
123.9
106.5
127.4
40.9
400.5
– 4.1
– 7.4
– 2.6
– 14.1
– 0.1
– 0.1
– 0.2
6.9
10.6
6.7
29.5
0.8
0.9
– 0.6
– 2.8
– 3.9
– 9.1
– 0.6
0.6
– 0.3
– 0.3
108.9
129.2
40.7
– 0.4
– 0.6
– 0.3
– 1.3
Reclassifications Cost at 12 / 31 / 2011
– 10.2
20.5
35.5 – 17.9
– 0.9
– 0.6
21.6
743.6
Accumulated depreciation At 12 / 31 / 2009 Currency translation effects Changes in scope of consolidation Ordinary depreciation
5.3
Extraordinary depreciation Disposals
– 0.2
– 1.6
Reclassifications
1.7
Accumulated depreciation at 12 / 31 / 2010
1.6
127.6
Currency translation effects Changes in scope of consolidation
-
0.1
408.0
0.1
Ordinary depreciation
5.3
6.5
9.8
5.6
27.2
Extraordinary depreciation
1.9
3.3
0.5
0.1
5.8
– 2.4
– 1.0
– 4.0
– 4.4
– 11.8
1.6
132.4
117.3
135.0
41.7
-
428.0
12.8
105.1
138.5
48.3
14.0
1.6
320.3
12.1
95.6
126.3
43.7
16.3
21.6
315.6
Disposals Accumulated depreciation at 12 / 31 / 2011 Net book value of property, plant and equipment at 12 / 31 / 2010 Net book value of property, plant and equipment at 12 / 31 / 2011
54
Conzzeta – Annual report 2011 Financial report
The fire insurance value of property, plant and equipment amounts to CHF 916.8 million (previous year: CHF 906.2 million). Of this, CHF 617.6 million comprises building insurance values (CHF 628.6 million). Additions under plant and machinery include a major investment in the Foam Materials business unit to improve logistics at the Wolfhausen (Switzerland) plant. The figure for fixtures, fittings and vehicles includes major expenditure in the Sporting Goods business unit on monobrand stores and shop-in-shop concepts at various locations in Europe and Japan. The additions in assets under construction comprise several new building and expansion projects. The Sheet Metal Processing Systems is investing in a large-scale processing center at the existing site in Tianjin (China) and building a second factory at a new location in Tianjin (China). The Sporting Goods business unit is building a new central storage facility to serve the whole of Europe at Wolfertschwenden (Germany). It is planned to move into the two new buildings at the end of 2012. The Foam Materials business unit recorded a major investment in capacity expansion at the production plant in Changzhou (China) as an addition in assets under construction. The disposals under properties for rent include the sale of a building from a discontinued business activity in Switzerland. The Sporting Goods business unit was able to sell the land and building at the former site in Memmingen (Germany). These transactions are recorded in the disposals under undeveloped real estate and factory buildings. The extraordinary depreciation on properties for rent comprises a value adjustment on the book value of an empty building in Switzerland that is due for demolition. In view of the restructuring decision in the Glass Processing Systems business unit to consolidate the production of machinery and systems for architectural glass in Germany at the Neuhausen-Hamberg site, value adjustments amounting to CHF 3.8 million were made on factory buildings and plant and machinery at the Gunzenhausen site.
17  Financial assets
Non-consolidated investments Long-term receivables and loans Securities held as fixed assets Employer contribution reserves held as assets Active deferred taxes Total
2011
2010
CHF m
CHF m
0.3
0.4
16.1
19.0
1.0
0.1
19.8
21.1
5.5
4.4
42.7
45.0
The long-term receivables and loans comprise long-term hire-purchase business with customers, loans to third parties and deposits for rents. A value adjustment was made on the financial assets amounting to CHF 2.3 million (previous year: CHF 1.4 million). Depreciation of CHF 0.9 million has accordingly been charged to the current period. The statement of the change in the employer contribution reserves held as assets can be found in note 27, Employee pension funds, on page 61. The evaluation of active deferred taxes using current income tax rates is based on temporary differences in individual companies. The active deferred taxes from recognized loss carry-forwards as well as temporary valuation differences amount to CHF 5.5 million (CHF 4.4 million). As a precautionary measure, and because of uncertainties regarding the future scope for offsetting, the tax effects from loss carry-forwards amounting to CHF 16.7 million (CHF 13.1 million) were not capitalized. This evaluation is based on the projected income tax rates. 55
Conzzeta – Annual report 2011 Financial report
18 Intangible assets Goodwill
Software and licenses
Total intangible assets
CHF m
CHF m
CHF m
Cost At 12 / 31 / 2009
27.1
31.9
59.0
Currency translation effects
– 1.8
– 1.4
– 3.2
3.1
3.1
Additions Disposals
– 9.4
Reclassifications
– 9.4 0.4
0.4
Cost at 12 / 31 / 2010
15.9
34.0
49.9
Currency translation effects
– 0.1
– 0.1
– 0.2
Changes in scope of consolidation
2.1
2.1
Additions
4.6
4.6
Disposals
– 1.0
– 1.0
Reclassifications Cost at 12 / 31 / 2011
17.9
0.5
0.5
38.0
55.9
Accumulated depreciation At 12 / 31 / 2009
26.6
25.3
51.9
Currency translation effects
– 1.9
– 1.2
– 3.1
0.3
2.7
3.0
Ordinary depreciation Disposals
– 9.4
Reclassifications
– 9.4 0.3
0.3
Accumulated depreciation at 12 / 31 / 2010
15.6
27.1
42.7
Currency translation effects
– 0.1
– 0.1
– 0.2
0.4
2.6
3.0
Ordinary depreciation Extraordinary depreciation
0.3
0.3
– 1.0
– 1.0
15.9
28.9
44.8
0.3
6.9
7.2
2.0
9.1
11.1
Disposals Accumulated depreciation at 12 / 31 / 2011 Net book value of intangible assets at 12 / 31 / 2010 Net book value of intangible assets at 12 / 31 / 2011
56
Conzzeta – Annual report 2011 Financial report
Additions in asset values for software and licenses include costs for significant investments in the further development and rollout of unit-specific ERP solutions in the Glass Processing Systems, Automation Systems and Foam Materials business units. Also included in the additions are significant investments for the introduction of a CRM and a B2C solution in the Sheet Metal Processing Systems business unit, as well as for computer-aided product development and purchasing in the Sporting Goods business unit. The restructuring decision in the Glass Processing Systems business unit led to extraordinary depreciation on impairment of software of CHF 0.1 million.
19 Advance payments from customers Customer payments on account originate from the companies in the Machinery and Systems Engineering business area.
20 Other short-term liabilities The other short-term liabilities consist mainly of taxes owed and social security contributions.
21 Accrued expenses and deferred income 2011
2010
CHF m
CHF m
Accruals and deferrals for taxes
11.3
12.1
Accruals and deferrals for personnel expenses
25.7
22.8
Other accruals and deferrals
34.4
31.3
Total
71.4
66.2
Accrued expenses and deferred income show all expenses and income determined on an accrual basis. Other accruals and deferrals contain commissions, volume discounts, assembly and maintenance ser vices, as well as goods and services obtained from third parties and not yet invoiced.
57
Conzzeta – Annual report 2011 Financial report
22 Provisions Deferred taxes
Environmental commitments
Guarantees
Restructuring
Other provisions
Total provisions
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
At 12 / 31 / 2009
18.7
30.2
Currency translation effects
– 0.1
Provisions
Additions
2.6
Amounts used
20.0
10.4
18.5
97.8
– 1.6
– 0.6
– 0.6
– 2.9
1.8
15.6
4.2
4.5
28.7
– 4.5
– 14.1
– 3.9
– 1.0
– 23.5
Amounts reversed
– 2.4
– 0.9
– 1.4
– 5.7
– 1.2
– 11.6
Provisions at 12 / 31 / 2010
18.8
26.6
18.5
4.4
20.2
88.5
4.6
14.5
4.4
1.0
24.5
– 0.1
– 0.1
– 0.1
– 0.3
15.8
0.1
3.7
23.4
– 3.0
– 12.0
– 1.4
– 1.7
– 18.1
– 0.9
– 1.1
– 1.5
– 6.4
– 12.0
of wich short-term Currency translation effects Additions
3.8
Amounts used Amounts reversed
– 2.1
Reclassifications Provisions at 12 / 31 / 2011 of wich short-term
58
0.3 20.5
2.5
2.8
23.0
21.1
1.5
18.2
84.3
1.7
16.4
1.3
1.2
20.6
Conzzeta – Annual report 2011 Financial report
There are land holdings which contain waste or noxious materials due to previous operating activities and landfilling. These are shown in the register of polluted sites. In the reporting year, the liability status and the necessary measures were assessed by an expert, but uncertainties attach to some of the findings regarding the nature and extent of the liability. Where liability-related, future-based costs arise on legal or factual grounds, an appropriate provision is formed to cover the estimated costs. The revaluation and discounting of provisions for environmental commitments at a rate of 2.5 % resulted in a reversal of CHF 0.9 million with an impact on the result. The cost of the implemented remediation measures amounted to CHF 3.0 million. The guarantee provisions are held mainly in the Sheet Metal Processing Systems and Glass Processing Systems business units. They relate to product sales and are based on past experience. Experience shows the corresponding outflow of funds is evenly spread over the warranty period of one to two years. The restructuring measures announced in previous years are largely complete. The remainder contains restructuring provisions for an ongoing project in the Glass Processing Systems business unit. Almost half the other provisions were formed for various pending legal disputes. These are essentially cases concerning warranty claims and employment law. The timing of the outflow of funds relating to this litigation is uncertain since it depends on the outcome of negotiations or legal proceedings. The remainder of the other provisions comprises mainly commitments arising from the normal conduct of business. The composition of these commitments is various and includes provisions for onerous contracts on purchase commitments from framework purchasing contracts as well as on commitments from rental or agency agreements, provisions for seniority and anniversary premiums and old-age provision which do not qualify as pension obligations, and provisions for tax risks. The timing of the future outflow of funds relating to these items is also uncertain.
23 Long-term financial liabilities The long-term financial liabilities comprise bank loans for financing two foreign production facilities.
24 Share capital The share capital of CHF 46.0 million is divided into 406 000 bearer shares with a nominal value of CHF 100 each and 270 000 registered shares with a nominal value of CHF 20 each.
59
Conzzeta – Annual report 2011 Financial report
Consolidated cash flow statement 25 Acquisition and divestment of business activities 2011 Purchase
2010 Disposal
CHF m
CHF m
Current assets
– 0.7
3.7
Fixed assets
– 0.1
0.1
Short-term liabilities
0.7
Long-term liabilities
0.1
Net assets acquired or divested
-
Plus cash and cash equivalents
0.1
Subtotal
0.1
Goodwill
– 2.1
Result from disposal of business activities Net cash flow
3.8
3.8
5.9 – 2.0
9.7
26 Operational free cash flow 2011
2010
CHF m
CHF m
18.2
75.7
Investment in property, plant and equipment
– 35.5
– 18.0
Divestment of property, plant and equipment
7.0
2.4
Investment in financial assets without securities
– 2.6
– 2.6
Divestment of financial assets without securities
6.2
8.4
Cash flow from operating activities
Investment in intangible assets Operational free cash flow
– 4.6
– 3.1
– 11.3
62.8
Purchase of securities
– 70.4
Sale and redemption of securities
12.0
Acquisition of business activities
– 2.0
Divestment of business activities Free cash flow
60
15.5 9.7
– 1.3
17.6
Conzzeta – Annual report 2011 Financial report
Further information 27 Employee pension funds
Balance sheet 12 / 3 1 / 2 010
Result in personnel expenses 2011
Result in personnel expenses 2010
Result in financial income 2011
Result in financial income 2010
CHF m
CHF m
CHF m
CHF m
CHF m
CHF m
19.8
21.1
– 1.1
– 1.1
– 0.2
0.1
Change to prior year Contributions affecting result in to be allocated to reporting reporting period period
Current service cost in personnel expenses 2011
Current service cost in personnel expenses 2010
CHF m
CHF m
CHF m
8.2
8.2
8.2
0.1
0.5
0.6
0.4
0.1
8.7
8.8
8.7
Nominal value 12 / 3 1 / 2 011
Renounced use 12 / 3 1 / 2 011
Balance sheet 12 / 3 1 / 2 011
CHF m
CHF m
23.9
– 4.1
Employer contribution reserves Employer-funded pension fund
In the previous year, the nominal value of the employer contribution reserves was CHF 25.2 million and the renounced use amounted to CHF 4.1 million. The result in personnel expenses comprises the debited employer contributions from the Conzzeta welfare institution amounting to CHF 1.1 million (previous year: CHF 1.1 million) in favor of a Group company. The financial result amounted to negative CHF 0.2 million (positive CHF 0.1 million).
Surplus / deficit 12 / 3 1 / 2 011
Economic benefit/ obligation 12 / 3 1 / 2 011
Economic benefit/ obligation 12 / 3 1 / 2 010
CHF m
CHF m
CHF m
CHF m
Economic benefit / obligation and current service cost Employer-funded pension fund
3.4
Pension funds without surplus / deficit Pension funds with surplus / deficit
– 0.1
Pension funds without own assets Total
3.3
– 0.1 – 0.4
– 0.4
– 0.5
– 0.4
0.1
In the previous year, the surpluses amounted to CHF 3.8 million, the year-on-year change affecting the result was negative CHF 0.2 million and the contributions to be allocated to the reporting period were CHF 8.9 million. It is not planned to use the free reserves of the employer-funded pension fund for the economic benefit of the Group.
61
Conzzeta – Annual report 2011 Financial report
28 Contingent liabilities In connection with customer financing, there are repurchase obligations against leasing companies for machinery amounting to CHF 34.4 million (previous year: CHF 33.5 million). Assets to the value of CHF 5.6 million (CHF 2.8 million) are held with retention of title as security for bank loans. In the previous year, this position also contained CHF 2.3 million for remediation of residual environmental liabilities. There are sureties for rental obligations of franchise stores amounting to CHF 3.4 million.
29 Other commitments Commitments not recognized in the balance sheet comprise operational leasing contracts with a period of notice longer than one year. Maturity of operational leasing contracts at 12 / 3 1
2011
2010
CHF m
CHF m
Under 1 year
6.5
5.4
1 to 5 years
11.5
8.3
Over 5 years Total
6.3
0.9
24.3
14.6
In addition, there are long-term purchase commitments of CHF 5.2 million (CHF 1.0 million) to secure exclusive supplies.
30 Derivative financial instruments Values at 12 / 3 1
Contract values
2011
2010
CHF m
CHF m
2.8
24.4
Replacement value, positive Replacement value, negative
2.6 0.1
The contracts were entered into as a hedge against exchange risks on future cash flows in EUR. The change in value of derivative instruments still outstanding as of the balance sheet date is recognized in the shareholders’ equity.
62
Conzzeta – Annual report 2011 Financial report
31 Related-party transactions Transactions with related parties consist of normal business transactions under normal market conditions, with associated companies acting as commercial agents and distributors. 2011
2010
CHF m
CHF m
Trade receivables
1.4
1.7
Financial assets
0.1
0.1
Trade payables
0.6
0.8
Net revenue
3.5
4.0
Commission expenses
2.7
3.0
32 Risk assessment In addition to assessing strategies, projects and monitoring the course of business on an ongoing basis, the Board of Directors has conducted a comprehensive risk assessment. This is based on detailed management reporting and a separate Group risk report, describing the risk management process and the top-level risks. The risk management process has been implemented throughout the Group and encompasses the identification, evaluation and qualitative appraisal of operational, financial and strategic risks. It is supported by risk monitoring, a plan of action and standardized risk reporting. The control and management of risks are considered a management responsibility.
33 Compensation and shareholdings The compensation paid to members of the Board of Directors and the Group Executive Board, as well as their investments in Conzzeta AG, are reported in the notes to the financial statements of Conzzeta AG on pages 71 et seq.
34 Events after the balance sheet date On January 10, 2012, Conzzeta announced that the Glass Processing Systems business unit was planning to consolidate German production of machinery and systems for architectural glass at the Neuhausen-Hamberg site. At the Swiss site in Bützberg, the business unit will in future concentrate on machinery and systems for vehicle glass, discontinuing the manufacture of machinery for cutting architectural glass. The expected total cost of the projected measures, including the redundancy program, will be CHF 18 million. This contains impairment on assets of CHF 6.4 million which is charged to the 2011 business year.
63
Conzzeta – Annual report 2011 Financial report
List of consolidated companies by business unit Company, domicile
Notes Country
Company capital
Investments in % Investments in % direct indirect
Sheet Metal Processing Systems Bystronic Laser AG, Niederönz
CH
CHF
50 000
100
Bystronic Maschinenbau GmbH, Gotha
DE
EUR
3 400 100
100
Bystronic (Tianjin) Machinery Co. Ltd, Tianjin
CN
USD
6 095 600
100
CN
USD
4 900 000
100
Bystronic, Inc., Elgin IL
US
USD
250 000
100
Bystronic Scandinavia AB, Rosersberg
SE
SEK
200 000
100
Bystronic France SAS, Les Ulis
FR
EUR
2 500 000
100
Bystronic (Tianjin) Laser Ltd, Tianjin
1
Regional sales and service companies:
Bystronic Italia S.r.l., Bovisio Masciago
IT
EUR
900 000
100
Bystronic Deutschland GmbH, Heimsheim
DE
EUR
52 000
100
Bystronic Co. Ltd, Shanghai
CN
USD
1 000 000
100
Bystronic Iberica S.A., San Sebastián de los Reyes
ES
EUR
262 000
100
Bystronic Mexico S.A. de C.V., Guadalajara
MX
MXN
2 500 000
100
Bystronic Austria GmbH, Linz
AT
EUR
300 000
100
Bystronic do Brasil Ltda., São José dos Pinhais PR
BR
BRL
5 000 000
100
Bystronic Pte. Ltd, Singapore
SG
SGD
2 500 000
100
Bystronic Benelux B.V., Hardinxveld-Giessendam
NL
EUR
18 151
100
Bystronic UK Ltd, Coventry
GB
GBP
1 200 000
100
Bystronic Sales AG, Niederönz
CH
CHF
2 000 000
100
Bystronic Korea Ltd, Anyang-si
KR
KRW
6 000 000 000
100
Bystronic Polska Sp. z o.o., Raszyn
PL
PLN
1 000 000
100
Bystronic Czech Republic s.r.o., Brno
CZ
CZK
6 000 000
100
Bystronic Laser India Private Ltd, Pune
IN
INR
34 130 000
100
TR
TRY
660 000
100
Bystronic Lazer ve Su Isinlari Makineleri Sanayi ve Ticaret Limited Sirketi, Istanbul Hämmerle Ltd, Ichikawa City
JP
JPY
10 000 000
100
Bystronic Canada Ltd, Mississauga ON
CA
CAD
100 000
100
OOO Bystronic Laser, Moscow
RU
RUB
30 000 000
100
S.C. Bystronic Laser S.R.L., Brasov
RO
RON
1 000 000
100
TW
TWD
500 000
100
Bystronic Maschinen AG, Bützberg
CH
CHF
100 000
Bystronic Lenhardt GmbH, Neuhausen-Hamberg
DE
EUR
2 045 168
100
Bystronic Armatec GmbH, Gunzenhausen
DE
EUR
300 000
100
Bystronic Glass Machinery (Shanghai) Co. Ltd, Shanghai
CN
EUR
1 500 000
100
Bystronic International Laser Ltd, New Taipei City
2
Glass Processing Systems 100
Regional sales and service companies: Bystronic Glass UK Ltd, Telford
GB
GBP
3 400 000
100
Bystronic Asia Pte. Ltd, Singapore
SG
SGD
1 000 000
100
Indaiatuba SP
BR
BRL
3 494 779
100
OOO Bystronic Steklo RUS, Moscow
RU
RUB
64 975 930
100
Bystronic Glass (Shanghai) Co. Ltd, Shanghai
CN
USD
1 900 000
100
Bystronic Glass, Inc., Aurora CO
US
USD
250 000
100
Bystronic Glass do Brasil Maquinas para Vidros Ltda.,
64
Conzzeta – Annual report 2011 Financial report
Company, domicile
Notes Country
Company capital
Investments in % Investments in % direct indirect
Automation Systems ixmation AG, Burgdorf
CH
CHF
100 000
100
ixmation, Inc., Roselle IL
US
USD
10
100
ixmation (Asia) Sdn. Bhd., Penang
MY
MYR
900 003
100
ixmation (Suzhou) Co. Ltd, Suzhou
CN
USD
1 500 000
100
ixmation (Tianjin) Co. Ltd, Tianjin
CN
CNY
1 000 000
100
Foam Materials Fritz Nauer AG, Wolfhausen
CH
CHF
5 000 000
Reisgies Schaumstoffe GmbH, Leverkusen
DE
EUR
1 000 000
100 100
Frina Mousse France S.à r.l., Wittenheim
FR
EUR
117 386
100
Büttikofer AG, Gontenschwil
CH
CHF
250 000
100
Swisstex, Inc., Greenville SC
US
USD
2 023 640
100
Foampartner-Bock AG, Zug
CH
CHF
1 000 000
50
Foampartner-Bock Trading (Shanghai) Ltd, Shanghai
CN
USD
600 000
50 50
Foampartner-Bock Polyurethane Materials (Changzhou) Co. Ltd, Changzhou
CN
USD
11 500 000
Woodbridge FoamPartner Company, Chattanooga TN
US
USD
2 000 000
51
Kureta GmbH, Stadtallendorf
DE
EUR
100 000
100
Sporting Goods Mammut Sports Group AG, Seon
CH
CHF
25 000 000
Mammut Sports Group GmbH, Memmingen
DE
EUR
500 000
100 100
Mammut Sports Group, Inc., Shelburne VT
US
USD
51
100
Ajungilak AS, Oslo
NO
NOK
2 000 000
100
JP
JPY
30 000 000
100
GB
GBP
1 000
100
Mammut Sports Group Japan Inc., Tokyo Mammut UK Ltd, Macclesfield
3
Graphic Coatings Schmid Rhyner AG, Adliswil
CH
CHF
1 200 000
Schmid Rhyner (USA), Inc., Marlton NJ
US
USD
1 400 000
100
CH
CHF
5 000 000
100
Conzzeta Holding Deutschland AG, Leverkusen
DE
EUR
6 000 000
100
Conzzeta Grundstücksverwaltungs GmbH, Leverkusen
DE
EUR
50 000
100
Leverkusen
DE
EUR
1 000
100
Conzzeta Management AG, Zurich
CH
CHF
100 000
AT
EUR
363 400
25.1
100
Real Estate Plazza Immobilien AG, Zurich Holding and Management Companies
Conzzeta Vermögensverwaltungs GmbH & Co. KG, 100
Associated Companies Mammut Sports Group Austria GmbH, Steyr Mammut Nederland B.V., Benthuizen
NL
EUR
18 000
36
Values First Consulting Sdn. Bhd., Penang
MY
MYR
310 800
40
Notes 1 Incorporation at 6 / 29 / 2011 2 Incorporation at 6 / 24 / 2011 3 Increase in investment by 20 % at 7 / 1 / 2011
65
Conzzeta – Annual report 2011 Financial report
Statutory auditor’s report Report of the Statutory Auditor on the Consolidated Financial Statements to the General Meeting of Conzzeta AG, Zurich As statutory auditor, we have audited the consolidated financial statements of Conzzeta AG on pages 41 to 65, which comprise the balance sheet, income statement, cash flow statement, statement of changes in equity and notes for the year ended December 31, 2011. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Swiss GAAP FER and the requirements of Swiss law. This Responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those stan dards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 system. An audit also includes evaluating the appropriateness of the accounting policies used and the reason ableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended December 31, 2011, give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.
66
Conzzeta – Annual report 2011 Financial report
Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. KPMG AG Hanspeter Stocker
Markus Ackermann
Licensed Audit Expert
Licensed Audit Expert
Auditor in Charge
Zurich, March 27, 2012
67
Conzzeta – Annual report 2011 Financial report
Income statement – Conzzeta AG 2011
2010
CHF m
CHF m
112.128
65.000
Income Income from investments Financial income
11.300
7.143
123.428
72.143
Personnel expenses
– 0.548
– 0.547
Operating expenses
– 3.099
– 2.394
Financial expenses
– 0.262
– 0.838
Taxes
– 0.185
0.334
Depreciation
– 4.000
Total expenses
– 8.094
– 3.445
115.334
68.698
Total income Expenses
Net income
68
Conzzeta – Annual report 2011 Financial report
Balance sheet at December 31 – Conzzeta AG 2011
2010
CHF m
CHF m
336.921
349.299
Assets Cash and cash equivalents Securities
94.325
106.903
Accounts receivable
0.616
0.618
Prepaid expenses and accrued income
1.026
3.824
432.888
460.644
184.910
176.710
Current assets Investments Financial assets Receivables from Group companies
0.893 181.343
142.415
Fixed assets
367.146
319.125
Total assets
800.034
779.769
Short-term payables
0.017
0.036
Accrued expenses and deferred income
0.081
2.597
Short-term liabilities
0.098
2.633
Payables to Group companies
4.511
78.050
Provisions
8.293
8.888
12.804
86.938
46.000
46.000
Liabilities and shareholders’ equity
Long-term liabilities Share capital General legal reserve
14.014
Legal reserve from capital contributions
19.392
Legal reserves
33.406
33.406
Special reserves
450.000
400.000
Retained earnings
257.726
210.792
Shareholders’ equity
787.132
690.198
Total liabilities and shareholders’ equity
800.034
779.769
69
Conzzeta – Annual report 2011 Financial report
Notes to the financial statements – Conzzeta AG Contingent liabilities
Sureties and guarantee obligations for subsidiaries Effective obligations
2011
2010
CHF m
CHF m
131.993
133.580
42.361
44.674
2011
2010
Investments See overview on page 64 et seq.
Significant shareholders
TEGULA AG, Zurich
70
%
%
Capital
74.2
74.2
Votes
81.8
81.8
Conzzeta – Annual report 2011 Financial report
Compensation for members of the Board of Directors and the Group Executive Board
Gross compensation 2011
Gross compensation 2010
Benefits in kind / social security benefits 2011
Benefits in kind / social security benefits 2010
Total compensation 2011
Total compensation 2010
CHF thousand
CHF thousand
CHF thousand
CHF thousand
CHF thousand
CHF thousand
477.8
504.0
29.9
36.2
507.7
540.2
M. Auer, Member
74.7
69.2
3.1
2.9
77.8
72.1
Th. W. Bechtler, Member
74.7
69.2
3.1
2.9
77.8
72.1
W. Dubach, Member
72.9
67.6
72.9
67.6
Ph. Mosimann, Member
74.7
69.2
77.8
72.1
Board of Directors J. Schmidheiny, Chairman
R. F. Spoerry, Member
3.1
2.9
74.7
69.2
3.1
2.9
77.8
72.1
849.5
848.4
42.3
47.8
891.8
896.2
Gross compensation 2011
Gross compensation 2010
Benefits in kind / social security benefits 2011
Benefits in kind / social security benefits 2010
Total compensation 2011
Total compensation 2010
CHF thousand
CHF thousand
CHF thousand
CHF thousand
CHF thousand
CHF thousand
Total
5 310.2
5 196.2
683.4
653.9
5 993.6
5 850.1
Highest single amount: R. Suter, CEO
1 082.0
1 000.0
118.2
114.8
1 200.2
1 114.8
Total
Group Executive Board
Gross compensation includes cash compensation paid in the business year. See corporate governance, page 36, for details of the method of determination. Total compensation relates to all members of the Board of Directors and the Group Executive Board active in the 2011 business year. Benefits in kind and social security benefits comprise employer contributions to state and private schemes (Swiss AHV and company pension plans) to establish or augment benefit provisions, as well as private usage of a company car. There are no share or option plans for members of the Board of Directors and the Group Executive Board.
71
Conzzeta – Annual report 2011 Financial report
Shareholdings of the members of the Board of Directors and the Group Executive Board in Conzzeta AG Bearer shares 12 / 3 1 / 2 011
Bearer shares 12 / 3 1 / 2 010
Registered shares 12 / 3 1 / 2 011
Registered shares 12 / 3 1 / 2 010
Number
Number
Number
Number
230
230 175
25
Board of Directors J. Schmidheiny, Chairman M. Auer, Member Th. W. Bechtler, Member W. Dubach, Member
90
90
140
140
J. Schmidheiny and M. Auer sit as shareholders on the Board of TEGULA AG. The shareholding of TEGULA AG in Conzzeta AG comprises 288 302 bearer shares with a par value of CHF 100 each and 264 874 registered shares with a par value of CHF 20 each.
Bearer shares 12 / 3 1 / 2 011
Bearer shares 12 / 3 1 / 2 010
Registered shares 12 / 3 1 / 2 011
Registered shares 12 / 3 1 / 2 010
Number
Number
Number
Number
Group Executive Board R. Jakob
1
1
M. Pfister
1
10
Risk assessment The Board of Directors has conducted a comprehensive risk assessment for the Group. This is based on detailed management reporting and a separate Group risk report, describing the risk management process and the top-level risks. The risk management process has been implemented throughout the Group and encompasses the identification, evaluation and qualitative appraisal of operational, financial and strategic risks. It is supported by risk monitoring, a plan of action and standardized risk reporting. Conzzeta AG is an integral part of this process.
72
Conzzeta – Annual report 2011 Financial report
Additional information on the financial statements – Conzzeta AG Income statement Income The investment income for the year amounted to CHF 112.1 million (previous year: CHF 65.0 million). The dividend payments by the Group companies were determined in relation to available retained earnings and liquidity requirements. The financial income amounted to CHF 11.3 million (CHF 7.1 million) and comprises the interest income on accounts receivable from Group companies of CHF 7.3 million (CHF 5.2 million), the interest income from third parties amounting to CHF 1.1 million (CHF 0.6 million), currency gains on liquid assets of CHF 1.4 million, and gains on securities of CHF 1.5 million (CHF 1.3 million).
Expenses Personnel and operating expenses include current administration expenses, the cost of organizing the Annual General Meeting, the production of the annual report, fees to the Board of Directors, project costs and taxes on capital. The financial expenses of CHF 0.3 million (CHF 0.8 million) result from interest on intragroup payables (CHF 0.6 million). In the previous year, this position also showed a currency loss of CHF 0.2 million. Taxes comprise income taxes. The depreciation of CHF 4.0 million contains a value adjustment on an investment.
73
Conzzeta – Annual report 2011 Financial report
Balance sheet Current assets The liquid assets of CHF 336.9 million (previous year: CHF 349.3 million) consist of bank balances in CHF, EUR, USD and GBP, as well as fixed-term deposits in CHF. Securities of CHF 94.3 million (CHF 106.9 million) comprise fixed-interest investments in CHF and shares in a money-market fund in CHF. Accounts receivable are made up of withholding tax claims on interest income of CHF 0.5 million (CHF 0.5 million) and recoverable input tax of CHF 0.1 million (CHF 0.1 million). Prepaid expenses and accrued income comprise, in addition to deferred expenses, mainly accrued interest of CHF 0.9 million (CHF 1.1 million), as well as accruals for balances from exchange rate hedges of CHF 0.1 million (CHF 2.6 million).
Fixed assets The figure for investments in the balance sheet is CHF 184.9 million (CHF 176.7 million). In the reporting year, the shareholders’ equity of Conzzeta Holding Deutschland AG was increased by CHF 12.2 million, and a depreciation of CHF 4.0 million on an investment was recognized. The financial investments comprise securities held as a long-term investment. Most Group financing is handled by the holding company. Accounts receivable from Group companies increased in the reporting year by CHF 38.9 million and now amount to CHF 181.3 million.
Liabilities The short-term liabilities consist of trade payables, duties and unpaid dividends. Accrued expenses and deferred income also include liabilities arising from exchange rate hedges of CHF 0.1 million (CHF 2.6 million). Long-term liabilities of CHF 12.8 million (CHF 86.9 million) include CHF 4.5 million (CHF 78.1 million) in outstanding payables to subsidiaries and provisions of CHF 8.3 million (CHF 8.9 million).
Shareholders’ equity The share capital of CHF 46.0 million consists of 270 000 registered shares and 406 000 bearer shares. The legal reserves of CHF 33.4 million comprise the general legal reserve of CHF 14.0 million and the legal reserve from capital contributions of CHF 19.4 million. As the result of a transfer to the special reserves, the special reserves balance sheet item increased in the reporting year by CHF 50.0 million to CHF 450.0 million.
74
Conzzeta – Annual report 2011 Financial report
Proposed appropriation of available earnings and reserves – Conzzeta AG 2011
2010
CHF
CHF
115 334 044
68 697 635
The Board of Directors proposes to the Annual General Meeting on April 26, 2012, that the total sum at the disposal of the Annual General Meeting, consisting of: Net income for the year Reversal of the general reserve from capital contributions
19 320 000
Retained earnings carried forward from previous year
142 392 244
Total sum at the disposal of the Annual General Meeting
142 094 609
277 046 288 210 792 244
be appropriated as follows: Dividend of CHF 217.00 per bearer share (previous year: CHF 40.00)
88 102 000
16 240 000
Dividend of CHF 43.40 per registered share (previous year: CHF 8.00)
11 718 000
2 160 000
Transfer to the reserve for employee pension funds
15 000 000
Transfer to the special reserves
50 00 0000
50 000 000
112 226 288
142 392 244
Total dividend payments
99 820 000
18 400 000
Less portion from reserve from capital contributions
19 320 000
Retained earnings to be carried forward
Portion of distribution from other reserves
80 500 000
18 400 000
The proposed formation of a reserve, in accordance with Art. 674, para. 3 CO, in the amount of CHF 15 000 000.00, with the aim of strengthening the employee pension funds, is to be funded from the remaining available earnings as listed above. The reserve is intended to strengthen and safeguard the employee pension funds in Switzerland. The allocation will be transferred from existing employer contribution reserves to the employee pension funds before December 31, 2012. The reserve for employee pension funds will be reversed after completion of the allocation. If this proposal is approved, the dividend distribution for the 2011 reporting year will be:
Per bearer share
from capital contributions from other reserves
Per registered share from capital contributions from other reserves
Gross dividend
35 % withholding tax
CHF
CHF
42.00 175.00
CHF
42.00 61.25
113.75
12.25
22.75
8.40 35.00
Net dividend
8.40
The distribution of the reserves from capital contributions is not subject to withholding tax. The dividend on bearer shares will be paid out against submission of coupon No. 13 and 14. The registered shareholders or their custodian banks will be sent a dividend credit or dividend order, according to their instructions. Coupon No. 13 and 14, and the dividend order can be redeemed free of charge from May 4, 2012, at all Swiss branches of the banks listed below: CREDIT SUISSE UBS AG Zürcher Kantonalbank 75
Conzzeta – Annual report 2011 Financial report
Statutory auditor’s report – Conzzeta AG Report of the Statutory Auditor on the Financial Statements to the General Meeting of Conzzeta AG, Zurich As statutory auditor, we have audited the financial statements of Conzzeta AG on pages 68 to 74, which comprise the balance sheet, income statement and notes for the year ended December 31, 2011. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance 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 misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements 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 system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating 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. Opinion In our opinion, the financial statements for the year ended December 31, 2011, comply with Swiss law and the company’s articles of incorporation.
76
Conzzeta – Annual report 2011 Financial report
Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings and reserves complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. KPMG AG Hanspeter Stocker
Markus Ackermann
Licensed Audit Expert
Licensed Audit Expert
Auditor in Charge
Zurich, March 27, 2012
77
Conzzeta – Annual report 2011
78
Further information 80 Employee pension funds in Switzerland 82 Five-year summary 84 Information and calendar for investors
Conzzeta – Annual report 2011 Further information
Employee pension funds in Switzerland The number of currently employed fund participants increased in the reporting year from 1 129 to 1 149, while the number of persons drawing retirement benefits fell from 876 to 865. The dedicated fund capital decreased by 2.1 % to CHF 355.6 million, of which 56.0 % comprised annuities, 41.1 % fund capital and 2.9 % technical provisions. The participating companies and their employees made contributions of CHF 13.8 million. These include allocations from employers in the form of one-off contributions amounting to CHF 0.2 million (previous year: CHF 0.3 million). The 2011 investment year was marked by significant market fluctuations and uncertainties. The return on the assets was just positive at 0.1 %. The costs were largely booked against the reserves. The asset value fluctuation reserves decreased by CHF 5.1 million to CHF 36.0 million, which is 57 % of the defined target value. The consolidated funding ratio, not including the employer contribution reserves, decreased from 112.3 % to 111.1 %. This computation is based on a technical interest rate of 3 %.
Marc Sutter Manager of employee pension funds in Switzerland
80
Conzzeta – Annual report 2011 Further information
2011
2010
CHF m
CHF m
363.104
363.706
Fluctuation reserves
41.119
42.391
Employer contribution reserves
25.156
26.149
Net fund assets at 1 / 1 Fund capital
Free reserves
3.525
3.547
432.904
435.793
Company contributions
8.102
7.997
Employee contributions
5.702
5.571
10.557
7.791
Total net fund assets at 1 / 1
Departure benefits brought into the fund Investment income
0.338
7.989
Contributions and income
24.699
29.348
Payments to insured persons
– 35.963
– 29.721
Provisions / valuation adjustments
– 1.893
– 1.729
Administrative expenses
– 0.762
– 0.787
– 38.618
– 32.237
Payments and expenses Net fund assets at 12 / 31 Fund capital
355.647
363.104
Fluctuation reserves
35.987
41.119
Employer contribution reserves
23.949
25.156
Free reserves Total net fund assets at 12 / 31
3.402
3.525
418.985
432.904
81
Conzzeta – Annual report 2011 Further information
Five-year summary 2011
2010
2009
2008
2007
503.0
410.9
356.1
745.1
793.5
Net revenue by business unit Sheet Metal Processing Systems
CHF m %
44.6
39.1
37.3
50.6
52.7
Glass Processing Systems
CHF m
150.2
167.5
145.6
244.6
237.3
%
13.3
15.9
15.3
16.6
15.7
Automation Systems
CHF m
70.0
56.4
56.1
73.6
76.7
%
6.2
5.4
5.9
5.0
5.1
Foam Materials
CHF m
124.6
127.9
116.8
146.3
156.5
%
11.0
12.2
12.2
9.9
10.4
Sporting Goods
CHF m
210.8
221.2
215.3
192.6
177.1
%
18.7
21.0
22.5
13.1
11.7
Graphic Coatings
CHF m
48.1
46.6
43.2
47.5
44.1
%
4.3
4.4
4.5
3.2
2.9
CHF m
21.4
21.4
22.1
22.8
21.8
%
1.9
2.0
2.3
1.6
1.5
CHF m
1 128.1
1 051.9
955.2
1 472.5
1 507.0
Net revenue
CHF m
1 128.1
1 051.9
955.2
1 472.5
1 507.0
Operating result
CHF m
61.9
56.9
– 1.4
97.8
132.1
Extraordinary result
CHF m
1.1
5.4
10.1
3.9
56.5
Group result
CHF m
52.1
51.5
3.3
78.8
161.4
Current assets
CHF m
982.8
915.1
853.8
914.5
970.0
Fixed assets
CHF m
369.4
372.5
401.0
418.4
413.7
Short-term liabilities
CHF m
266.1
231.5
198.1
247.7
318.3
Long-term liabilities
CHF m
73.0
73.4
78.4
84.3
74.5
Shareholders’ equity
CHF m
1 013.1
982.7
978.3
1 000.9
990.9
Total assets
CHF m
1 352.2
1 287.6
1 254.8
1 332.9
1 383.7
%
74.9
76.3
78.0
75.1
71.6
CHF m
40.1
21.1
28.0
56.0
49.0
Employees at year-end
Number
3 576
3 322
3 257
3 760
3 444
Ø employees in full-time positions
Number
3 507
3 238
3 180
3 509
3 267
Net revenue per full-time position
CHF thousand
321.7
324.9
300.4
419.6
461.3
Personnel expenses per full-time position
CHF thousand
80.2
83.1
90.2
96.1
99.7
Real Estate and miscellaneous revenue
Total Consolidated income statement
Consolidated balance sheet
Shareholders’ equity as % of total assets Investment in fixed assets / employees Investments in property, plant and equipment and intangible assets
82
Conzzeta – Annual report 2011 Further information
2011
2010
2009
2008
2007
CHF m
46.0
46.0
46.0
46.0
46.0
Bearer shares (par CHF 100)
Number
406 000
406 000
406 000
406 000
406 000
Registered shares (par CHF 20)
Number
270 000
270 000
270 000
270 000
270 000
Share information Share capital Number of shares issued at 12 / 31
Market prices of the bearer shares High / low
CHF
Year-end
CHF
Total dividend
CHF m
2 651 / 1 730 2 000 / 1 690 1 934 / 1 135 2 850 / 1 450 2 925 / 2 170 1 799 99.81
1 900
1 800
1 540
2 777
18.4
13.8
27.6
32.2
Key indicators per share (on capital entitled to dividend) Group result
per bearer share
CHF
113.20
111.90
7.10
171.20
350.90
per registered share
CHF
22.60
22.40
1.40
34.20
70.20
Cash flow from
per bearer share
CHF
39.50
164.50
313.30
141.70
370.20
operating activities
per registered share
CHF
7.90
32.90
62.70
28.30
74.00
Shareholders’ equity per bearer share
Gross dividend
CHF
2 202.30
2 136.40
2 126.70
2 175.80
2 154.20
per registered share
CHF
440.50
427.30
425.30
435.20
430.80
per bearer share
CHF
217.001
40.00
30.00
60.00
70.00
per registered share
CHF
43.401
8.00
6.00
12.00
14.00
As proposed by the Board of Directors
1
83
Conzzeta – Annual report 2011 Further information
Information and calendar for investors 2012
Thursday, April 26
Ordinary General Meeting at the Lake Side, Zurich
Friday, May 4
Payment of dividends
Wednesday, August 15
Interim report as at June 30, 2012
2013
Wednesday, March 27
Year-end results as at December 31, 2012
Thursday, April 25
Ordinary General Meeting at the Lake Side, Zurich
Investor Relations
Ticker symbols
Christian Thalheimer
Swiss security
Further information about the company,
Phone + 41 44 468 24 84
no. 265 798
calendar dates and contacts can be found
Fax
ISIN CH0002657986
at www.conzzeta.ch/investors
+ 41 44 468 24 81
investor@conzzeta.ch
SIX Swiss Exchange CZH Reuters CZH.S Bloomberg CZH:SW
84
Publication details Publisher Conzzeta AG, Zurich Concept and design Prime Communications AG, Zurich Photography Jolanda Flubacher Derungs, Sebastian Derungs, Peter Panayiotou, et al. Translation Hill Johnson Associates GmbH, Zollikon Printing Staffel Druck AG, Zurich Publishing system Multimedia Solutions AG, Zurich
The annual report is published in German and English. The German version prevails. Changes in personnel were up-to-date on February 29, 2012. Published on March 28, 2012.
www.conzzeta.ch