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annual Report 12
The way To make iT
Brief profile
The Komax Group is a globally active technology company
that focuses on markets in the automation sector. As a leading
manufacturer of innovative and high-quality solutions for the
wire-processing industry, for the production of modules for
the photovoltaics market and for systems for the manufacture
of self-medication solutions, Komax helps its customers to
implement economical and safe manufacturing processes,
especially in the automotive supply, solar panel and pharma-
ceutical sectors.
Wire business unit
With its comprehensive product range, Komax Wire offers automated, intelligent
solutions for all wire-processing applications. In addition to both standard and
customer-specific systems, we offer an extensive range of quality assurance modules
and test equipment as well as networking solutions for safe and efficient production.
Moreover, with our sophisticated service offering, we continue to support our customers
after their systems have been commissioned, thereby ensuring high availability and
low impairment for their investment.
Solar business unit
Komax Solar focuses on process automation systems for the production of solar
modules. These include stringers, which link individual solar cells together and solder
them into what are known as strings, lay-up systems, which form individual strings
into a matrix, and laminators, which take care of the final stage of sealing the fragile
matrices.
Medtech business unit
Komax Medtech develops sophisticated, customer-specific machine systems for the
automatic assembly of mass-produced medical devices, such as inhalers or insulin
delivery and injection systems. Komax Medtech also provides systems for the efficient
mass production of cartridges for inkjet printers.
key figures
in TCHF
Order intake
Revenues1)
Gross profit
in % of revenues
EBITD
in % of revenues
Operating profit (EBIT)
in % of revenues
Group profit after taxes (EAT)
in % of revenues
Cash flow from operating activities
Investments in non-current assets
Free cash flow
Research and development
in % of revenues
Basic earnings per share in CHF
Number of employees 31.12.
Total assets
Non-current assets
Current assets
Intangible assets
Net cash
Shareholders’ equity2)
in % of total assets
1) Revenues: net sales + other operating income.
2) Equity attributable to equity holders of the parent company.
2012
287 922
288 216
170 188
59.0
22 924
8.0
14 352
5.0
10 046
3.5
45 222
9 033
27 627
24 566
8.5
2.99
1 330
360 189
141 887
218 302
50 989
938
244 391
67.9
2011
+/− in %
380 432
371 424
200 837
54.1
54 906
14.8
47 536
12.8
39 280
10.6
10 055
13 536
–61
23 526
6.3
11.68
1 140
361 448
112 454
248 994
34 339
5 604
246 994
68.3
–24.3
–22.4
–15.3
–58.2
–69.8
–74.4
349.7
–33.3
n.s.
4.4
–74.4
16.7
–0.3
26.2
–12.3
48.5
−83.3
–1.1
operating profit/loss (eBiT)
in TCHF
Shareholders’ equity and equity ratio
in TCHF
40 000
20 000
0
−20 000
16.0%
300 000
8.0%
200 000
0%
100 000
−8.0%
0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
EBIT
EBIT in % of revenues1)
Shareholders’ equity2)
Equity in % of total assets
Group profit/loss after taxes (eaT)
in TCHF
Net working capital (NwC)
in TCHF
40 000
20 000
0
−20 000
16.0%
150 000
8.0%
100 000
0%
50 000
−8.0%
0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
EAT
EAT in % of revenues1)
NWC3)
NWC in % of revenues1)
90.0%
60.0%
30.0%
0%
60.0%
40.0%
20.0%
0%
1) Revenues: net sales + other operating income.
2) Equity attributable to equity holders of the parent company.
3) Net working capital: receivables + inventories . /. current liabilities.
annual Report
2 Shareholders’ Letter
4 Locations
6 Business Model
and Strategy
10 Board of Directors
12 Executive Committee
Business Units
14 Wire
20 Solar
26 Medtech
32 Sustainability and
Social Responsibility
35 Corporate
Governance
44 Information for
Investors
47 Financial
Report
48 Consolidated Financial
Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Further Information
110 Glossary
112 Addresses
116 Five-Year Overview
2
all in all well performed
in 2012
Dear Shareholders,
2012 was a year of many challenges. On the one hand, it was characterized by the extremely pleasing mo-
mentum enjoyed by Komax Wire. Here, we further strengthened an already good market position by making
two acquisitions. On the other hand, market conditions meant that both Komax Solar and Komax Medtech
posted declining sales, and far-reaching measures had to be taken in response. All in all, however, Komax
performed well last year.
Consolidated revenues by the Komax Group amounted to CHF 288.2 million in 2012 (2011:
CHF 371.4 million). Of the overall change of –22.4%, the above-mentioned acquisitions contributed +4.5%
and currency influences +1.8%, which means that internal growth amounted to –28.7% in a year-on-year
comparison. The operating profit (EBIT) declined by 69.8% to CHF 14.4 million (2011: CHF 47.5 million).
However, this figure includes restructuring costs of CHF 1.7 million. In addition, provisions and allowances
were increased by CHF 4.8 million as a result of existing risks. The EBIT margin amounted to 5.0% (2011:
12.8%). The currency influence here was equivalent to +0.6 percentage points. Despite the challenging
envir onment and negative currency developments affecting the financial result, Group profit after taxes
(EAT) came in at CHF 10.0 million (2011: CHF 39.3 million). Accordingly, basic earnings per share
amounted to CHF 2.99 (2011: CHF 11.68).
The Komax Group is still on a very solid financial footing. On the balance sheet date, shareholders’
equity amounted to CHF 244.4 million (2011: CHF 247.0 million) while the equity ratio stood at 67.9%
(2011: 68.3%). Free cash flow increased to CHF 27.6 million (2011: CHF –0.1 million). Net cash stood at
CHF 0.9 million (2011: CHF 5.6 million).
Market position strengthened
Komax Wire was able to build on the good results of the previous year to a significant extent, and once again
posted an excellent result in 2012. The key end consumer markets such as the automotive, household
goods, electronics, and telecommunication products industries proved stable. A global presence combined
with an outstanding profile in local markets to smooth out the often different demand trends in the indi-
vidual regions. Order intake amounted to CHF 231.1 million (2011: CHF 232.3 million), or CHF 214.1 million
when adjusted for acquisitions. Net sales amounted to CHF 228.3 million (2011: CHF 217.8 million), or
CHF 211.5 million when adjusted for acquisitions. EBIT came in at a high CHF 52.7 million (2011: CHF 57.1
million). As part of our growth strategy, we expanded the market position of Komax Wire strongly in the
year under review. This was achieved on the one hand through the acquisitions of TSK Group and MCM
Cosmic KK, which will enable us to grow along the value chain and perfectly complement our existing
product portfolio. On the other hand, several innovative solutions became ready for market last year. Moreover,
we further increased the efficiency and responsiveness of our organization through numerous initiatives.
3
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Measures to improve profitability implemented
At Komax Solar and Komax Medtech, by contrast, we pursued defensive strategies aimed at preserving
value and steering the two business units out of the loss zone. It is widely known that the solar industry
has been in crisis for a considerable period of time. As a result of significant surplus capacity among module
producers, order intake of equipment manufacturers recorded a year-on-year decline of around 90%
in 2012. Komax Solar could not escape the consequences of this collapse. Overall, net sales amounted to
CHF 9.9 million (2011: CHF 70.8 million), while EBIT came in at CHF –21.2 million (2011: CHF –3.4 million).
This figure includes restructuring costs of CHF 1.7 million. However, cash flow from operating activities was
even slightly positive. We responded with far-reaching measures, namely reducing headcount by more than
50% in a year-on-year comparison, closing certain sites, and streamlining the product range. This has laid
the basis for improving the income situation and safeguarding our competitive position when the anticipated
market recovery arrives.
Komax Medtech suffered as a result of reticent investment activity on the part of numerous custom-
ers who postponed projects. As a result, net sales declined to CHF 49.8 million (2011: CHF 83.8 million).
In addition, the proportion of business with repeat character, which typically generates more attractive margins,
declined in the year under review. This development, together with low capacity utilization, a negative
currency situation, and unexpected additional expenses incurred on individual projects, ultimately led to a
disappointing EBIT of CHF –8.6 million (2011: CHF 3.8 million). The measures to improve profitability in-
itiated the previous year were therefore pursued vigorously and expanded. In addition, Komax Medtech has
embarked on a cooperation with a partner company, and this will provide further impulses to strengthen
its market position.
A word of thanks
We would like to thank our customers and business partners for their confidence and constructive partner-
ship. A special thank goes to our employees for their excellent work. Last but not least, we also thank you,
our valued shareholders, for your trust and unwavering loyalty to our company.
Payout ratio increased
The Board of Directors would like to adhere to its attractive dividend policy and is therefore proposing to the
Annual General Meeting a distribution of CHF 2.00 per share from the capital contribution reserves. The pay-
out ratio will therefore rise in a year-on-year comparison. The dividend yield on the date of the Board reso-
lution stood at an attractive 2.5%.
Outlook
The macroeconomic outlook remains uncertain, and visibility is still poor. Making predictions for the future
is therefore anything but easy. That notwithstanding, Komax has laid the foundations for the continued
growth of profitability at Komax Wire and a sustainable improvement in the income situation of the other
two business units. As things stand, the Group is set to deliver a significantly improved year-on-year result
in 2013.
Leo Steiner
Beat Kälin
Chairman of the Board of Directors
Chief Executive Officer
4
komax is where its
customers are
Komax has production plants in Europe, North and South America,
Asia, and Africa, and provides sales and service support in some
60 countries through its subsidiaries and independent agents.
This carefully cultivated proximity
to its markets and customers
allows Komax to identify needs and
trends at an early stage. Fur-
thermore, with its many years of
experience in the development
of automation solutions, Komax is
in a position to transform these
insights rapidly into needs-oriented
and efficient solutions for its
customers all around the world. At
the same time, its global distri-
bution and service network guaran-
tees fast response times.
5
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
komax production site
komax sales and service
komax participation
Sales representative
headquarters
Komax Holding AG
Dierikon, Switzerland
6
Business model
and strategy
The komax Group is a global technology company
that focuses on automation solutions for selected
processes in the automotive, solar, and pharma -
ceutical industries. The Group’s core competency
is mechatronics, i.e. the interdisciplinary interaction
of precision engineering, electronics and informa-
tion technology.
In operational terms, the business is split into three
segments
(business units). These operate as
autono mous brands in a number of different mar-
kets and fields of application:
− Komax Wire offers a comprehensive range of
automated, intelligent solutions for all wire-pro-
cessing applications as well as the testing of har-
nesses and installation-ready vehicle modules.
− Komax Solar focuses on the core processes that
make up the back end of solar module production.
− Komax Medtech develops sophisticated, cus-
tomer-specific machine systems primarily for the
automatic assembly of mass-produced medical
devices, such as insulin pens and syringes.
Komax Wire is the Group’s strongest business unit
in terms of revenues. The wire-processing industry
is where Komax has its roots. This business has
been built up and continuously developed over the
last 35 years. The origins of Komax Solar and Komax
Medtech go back to acquisitions made around a de c-
ade ago. The range of products and services offered
in the area of automated assembly at the time were
then gradually concentrated into today’s activities.
Growth-oriented strategy
Komax pursues a strategy based on internal growth
that is profitable in the long term, supplemented
by selective acquisitions. Within this framework, the
company is keen to create value for all its stakehold-
ers and endeavours to combine successful long-term
business activity and commercial growth with envir-
onmentally aware and socially responsible conduct.
Group strategy is implemented by way of individu-
ally defined strategic measures at business unit
level. The individual business units’ main strategic
areas of focus are outlined on pages 18, 19, 24 and
30 of the Annual Report.
Selective acquisitions
Komax’s main focus is on internal growth. In add-
ition, potential acquisition candidates and any take-
over opportunities that arise are carefully examined as
part of a clearly defined acquisition strategy. Komax
is generally interested in companies with the poten-
tial to help the Group achieve its strategic goals. In
the year under review, Komax acquired two compan-
ies whose businesses ideally complement that of the
Wire business unit and strengthen its market posi-
tioning further, namely TSK Group and MCM
Cosmic KK, Tokyo.
Net sales
by segment
3%
Solar
18%
Medtech
Net sales by region
in TCHF
Switzerland
Europe (incl. Africa)
North/South America
Asia
Total
7
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
79%
Wire
2012
2011
+/– in %
5 624
16 267
141 736
172 653
81 626
57 739
286 725
74 583
106 526
370 029
–65.4
–17.9
9.4
–45.8
–22.5
2011
12%
12%
1%
Revenue growth target
in %
Komax Wire
Komax Solar
Komax Medtech
Target
2012
~3–5%
5%
~20% –86%
–1)
–41%
1) The Medtech business unit is in the systems business, i.e. it mainly manu-
factures complex, customer-specific systems. In this business, targeted
selection of the projects to be acquired is more important than sales growth
per se. For that reason, no sales growth target has been defined for this unit
for the time being.
eBiT margin target
in %
Komax Wire
Komax Solar
Komax Medtech
Target
2012
2011
~20% 23.1%
~8%
~5%
n.s.
n.s.
26.2%
–4.9%
4.6%
Global production, local distribution,
and service network
Komax has 15 production sites worldwide, namely
in Switzerland, Germany, France, the US, Brazil,
Tunisia, Turkey, China, Malaysia and Japan. Fur-
thermore, the Group provides sales and service
support in around 60 countries through subsidiaries
and independent agents. It can therefore provide an
efficient and competent service to its customers,
most of whom operate globally, at all times. Komax
is steadily expanding its presence in the emerging
economies in line with the steep rise in demand
from these markets. This carefully cultivated prox-
imity to its markets and customers allows Komax to
identify needs and trends at an early stage. Further-
more, with its many years of experience in the de-
velopment of automation solutions, Komax is in a
position to transform these insights rapidly into
needs-oriented and efficient solutions for its cus-
tomers all around the world. At the same time, its
global distribution and service network guarantees
fast response times.
Sales growth and EBIT margin targets
Komax has further increased its transparency vis-à-
vis its stakeholder groups, publishing comprehen-
sible medium-term sales growth and EBIT margin
targets for the individual business units. The diver-
gent business models used by the three business
units call for different degrees of capital commit-
ment. The EBIT margins required to generate value
for the Group thus differ from one business unit to
another.
Komax Wire managed to exceed its targets for
EBIT. In 2012, the business unit generated growth
of 4.8% and an EBIT margin of around 23%, being
within the sales target range of 3–5% and surpass-
ing the 20% margin target respectively. This high-
lights the strong competitiveness of the customer
solutions offered and the business unit’s excellent
efficiency, which has been achieved
through
continu ous improvements to operating processes
and pronounced cost awareness. However, it would
be very ambitious to maintain the EBIT margin at
this level in the long run. Komax expects planned
product and market developments coupled with the
seizing of additional growth opportunities to further
push up the business unit’s absolute sales and EBIT
figures so that the EBIT margin levels off at around
its target level of 20% in the medium term.
Komax Solar was unable to achieve its target of
+20% for sales and around 8% for EBIT margin. In-
deed, sales declined sharply at –86.1% and only
reached CHF 9.9 million. EBIT came in at CHF
–21.2 million, which resulted in a negative operating
8
profit margin. Significant surplus capacity and a
downward trend in solar module prices triggered a
crisis for the solar industry in mid-2011 from which
it has yet to recover. An indication of the extent of
this slump can be gleaned from investment in new
equipment, which posted another year-on-year de-
cline of around 90%. Komax Solar was unable to
utilize sufficient capacity to generate a positive re-
sult. Measures to rapidly adjust structures to the
prevailing demand situation were unavoidable.
Moreover, the business unit’s range was even more
rigorously aligned with its core products (stringers,
lay-up systems, and laminators). Komax Solar has
thereby fulfilled a number of key prerequisites to re-
main competitive in key segments and participate
actively in future market developments.
Komax Medtech was unable to build on the pre-
vious year’s good results in 2012, falling well short
of its EBIT margin target of around 5%. With EBIT
coming in at CHF –8.6 million, the operating profit
margin proved negative. The strategy of focusing
increasingly on projects offering repeat business in
specific market segments may have reduced indi-
vidual project risk, but it also increased the depend-
ency of this business unit on a potentially smaller
number of customers and orders. In the year under
review, a number of customers postponed their
planned investments as a result of the continued
economic uncertainty. Due to the tighter business
focus described above, it proved impossible to
compensate for these unimplemented projects. The
resulting underutilization of capacity, together with
additional expenses incurred on individual projects
and primarily currency-related pressure on margins,
ultimately resulted in the above-mentioned negative
operating result for 2012. Komax is working inten-
sively on solutions to improve the unsatisfactory
income situation.
Innovative strength
For many years now, Komax has been continuously
investing in innovations that optimize its existing
product range and in new developments with the
aim of increasing the efficiency and safety of its cus-
tomers’ processes.
But Komax is determined to do more than just
develop improved machinery and software plat-
forms. It intends to develop holistic and innovative
machine and production concepts that will create
value for customers which goes beyond the costs
savings achieved by improving the performance of
individual machines. Over the last few years, the
Group has invested more than 5% of its sales in
doing so, and in 2012 employed no less than 140
staff in research and development. Furthermore,
some 200 engineers make a substantial contribution
to innovation thanks to the experience they have
gained in developing customer-specific applications.
Markets and customers
Komax Wire generates around 80% of its sales
through customers in the automotive industry. This
is attributable to the fact that this industry is the
most advanced in terms of automation. The high
volume of wires it needs to process in large batches
and the stringent requirements in place with regard
to finish quality make automated solutions the
favoured option for this sector.
The automotive industry is experiencing struc-
tural growth. IHS Global Insight anticipates that the
quantity of vehicles produced and sold worldwide
will grow by an average of 4% a year between 2012
and 2019. However, the demand for automation so-
lutions for processing the wires and wire harnesses
installed in vehicles is not determined solely by the
number of cars produced and sold, but also by
technical innovations such as increasingly complex
functionalities and safety equipment, as well as op-
timized and new drive systems. This is resulting in a
higher level of electronic systems in vehicles and an
increasing number of wire connectors. At the same
time, the ongoing process of miniaturization is lead-
ing to demand for ever thinner wires and smaller
housings, which remain difficult to process and in-
sert by hand. Developments of this kind are leading
automotive industry suppliers to invest in automa-
tion solutions that go beyond the level of investment
required by vehicle volume growth alone.
The other markets serviced by Komax Wire,
such as control cabinet manufacturing, household
appliances, electronic devices and components,
and solar cables, account for around 20% of the
unit’s sales today. However, in view of the an-
nounced intention to increase penetration in these
markets, they have the potential for higher than pro-
portional growth in the longer term. Komax Wire is
very well positioned in the market for wire-process-
ing machines, with a global market share of around
40%. Komax Wire’s customer base includes all the
globally active wire-processing companies and is
well represented in the fragmented market for small-
business customers. Thanks to the acquisition of
TSK Group and MCM Cosmic KK, Tokyo, the busi-
ness unit has been able to significantly strengthen its
market position once more. The products of these
two companies perfectly complement Komax Wire’s
product range.
Komax Solar operates in the field of renewable
energies. Today renewables, and in particular solar
energy, have attained worldwide recognition as safe
and reliable energy sources. Although the solar in-
dustry has been in crisis since mid-2011, it is still
reasonable to assume that the medium- and long-
term prospects for robust growth remain intact. Re-
cently, falling prices have brought the costs of solar
energy closer to grid parity, thus further increasing
its attractiveness. However, the industry is currently
confronted with massive surplus capacity world-
wide, and this will first have to be eliminated before
the industry can invest in new equipment.
In the last few years, solar module production
has shifted to Asia, and especially China. Today,
China’s share of global manufacturing volumes
stands at around 80%, making it the key market for
equipment suppliers. Komax Solar is very well repre-
sented in China and is focusing its market cultivation
efforts on the so-called tier 1 manufacturers. The
business unit is one of the top suppliers of stringer
systems worldwide.
The majority of Komax Medtech’s customers
operate in the pharmaceuticals industry. Final de-
mand for medical devices is enjoying a long-term
growth trend. This is due partly to general demo-
graphic developments, and partly to the increasing
trend towards self-medication. Demand for automa-
tion solutions for the production of self-medication
devices is linked to the investment behaviour of the
pharmaceuticals industry. As a rule, new projects are
awarded as part of invitations to tender. In the major-
ity of cases, these are for solutions that are custom-
developed for a specific customer or product. Suc-
cess in this business is very heavily dependent on the
careful selection of projects and the establishment of
a balanced project portfolio. A well-structured pro-
ject portfolio is founded upon a substantial pro por -
t ion of projects providing repeat business, plus some
new projects with the potential for repeat business.
9
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
63%
Automotive
Komax Wire
Competitor 1
Net sales
by industry
17%
Others
17%
Medtech
3%
Solar
market shares
Komax Wire
Others
Competitor 4
Competitor 3
Competitor 2
market shares
Komax Medtech
Others
Komax Medtech
Competitor 4
Competitor 3
Competitor 1
Competitor 2
10
Board of Directors
Leo Steiner (1943)
Max Koch (1949)
Melk M. Lehner (1947)
Non-executive, independent mem-
ber of the Board of Directors since
1997, Chairman of the Board of
Directors since 2007, elected until
2015, Swiss national, resident in
Steinhausen.
Leo Steiner holds a degree in engin-
eering from ETH Zurich. Before join-
ing Komax, he worked at Hayek En-
gineering & Management
Consulting, Zurich, Landis & Gyr,
Zug, and Sulzer Escher-Wyss,
Zurich. From 1992 to 2007, he was
CEO of the Komax Group. In the
last three years, Leo Steiner has not
been a member of Group Manage-
ment or had any material business
relationships with the Komax Group.
Non-executive, independent
member of the Board of Directors
since 1997, elected until 2014,
Swiss national, resident in Meggen.
Max Koch holds a degree in elec-
trical engineering from ETH Zurich.
After founding Komax in 1975, he
headed the company until 1991
as CEO, and was Chairman of the
Board of Directors until 1997.
In the last three years, Max Koch
has not been a member of Group
Management or had any material
business relationships with the
Komax Group.
Non-executive, independent
member of the Board of Directors
since 1997, elected until 2013,
Swiss national, resident in Zumikon,
Chairman of the Board of Directors
of Sihl Manegg Immobilien AG,
Zurich, member of the Board of
Directors of Landert Motoren AG,
Bülach.
Melk M. Lehner holds a degree in
mechanical engineering from
ETH Zurich. He has held various
management positions at
Mettler-Toledo AG in Greifensee
and Saurer AG in Arbon. In the
last three years, Melk M. Lehner has
not been a member of Group
Management or had any material
business relationships with the
Komax Group.
11
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Daniel Hirschi (1956)
Hans Caspar von der Crone
(1957)
Kurt Haerri (1962)
Non-executive, independent mem-
ber of the Board of Directors since
1997, elected until 2015, Swiss
national, resident in Zurich, mem-
ber of the Board of Directors of
Heineken Beverages Switzerland
AG, Chur, and Heineken Re AG,
Zug, a Swiss subsidiary of the
Heineken Group.
Hans Caspar von der Crone is an
attorney at law. Following his studies,
he lectured at the University of
Zurich and was an employee and
later a partner at law firm Hom-
burger Rechtsanwälte, Zurich. Since
1997, he has been a Professor of
Private, Commercial and Corporate
Law at the University of Zurich. He
is also a partner at law firm von der
Crone Rechtsanwälte AG, Zurich.
In the last three years, Hans Caspar
von der Crone has not been a mem-
ber of Group Management or had
any material business relationships
with the Komax Group.
Non-executive, independent mem-
ber of the Board of Directors since
2012, elected until 2015, Swiss
national, resident in Birrwil.
Kurt Haerri holds a degree as a
Mech anical Engineer of the Lucerne
University of Applied Sciences and
graduated at the University of
St.Gallen as an Executive MBA
HSG. Kurt Haerri has been working
at Schindler since 1987, from 1996
to 2003 in China. Today, he leads
the Top Range Division, a world-
wide competence and profit center
for high-rise elevators of Schindler
Elevators Ltd. Since 2006, Kurt
Haerri has been the President of the
Swiss-Chinese Chamber of Com-
merce. In addition, he is a lecturer
at the Swiss Federal Technical Insti-
tute Zurich. In the last three years,
Kurt Haerri has not been a member
of Group Management or had any
material business relationships with
the Komax Group.
Non-executive, independent
member of the Board of Directors
since 2005, elected until 2014,
Swiss national, resident in Biel,
Chairman of the Board of Directors
of listed company Schaffner
Holding AG, Luterbach, member
of the Board of Directors of listed
company Gavazzi Holding AG,
Steinhausen, and of the privately
owned company Benninger AG,
Uzwil.
Daniel Hirschi holds a degree in en-
gineering. From 1983 to 2005,
among others he was Head of the
Switches business area at Saia-
Burgess in Murten, and later Head
of the Automotive Division. From
2001, he was CEO, and from 2003
member of the Board of Directors.
From 2006 to 2009, Daniel Hirschi
was CEO and member of the Board
of Directors of Benninger AG in
Uzwil, he has been a member of the
Board of Directors since March
2009. In the last three years, Daniel
Hirschi has not been a member of
Group Management or had any ma-
terial business relationships with
the Komax Group.
12
executive Committee
Beat Kälin (1957)
Andreas Wolfisberg (1958)
Matijas Meyer (1970)
Chief Financial Officer since 1996,
at Komax since 1991, Swiss
national, resident in Adligenswil.
Head Business Unit Wire since
2010, at Komax since 2007,
Swiss national, resident in Ebikon.
Andreas Wolfisberg is a Swiss Cer-
tified Expert in Accounting and
Controlling. Before joining Komax,
he worked at Moos Stahl AG in
Lucerne.
Matijas Meyer holds a degree in
engineering from ETH Zurich and an
MBA from Cranfield University (UK).
Prior to his current position, he
was Head of the site in Rousset
(France). Before joining Komax, he
worked at Tornos SA in Moutier and
Unaxis/ESEC in Cham.
Chief Executive Officer since 2007,
at Komax since 2006, Swiss na-
tional, resident in Birmensdorf,
member of the Board of Directors of
listed company Huber + Suhner AG,
Pfäffikon (ZH).
Beat Kälin holds a doctorate in
engineering from ETH Zurich and an
MBA from INSEAD. Until 1999, he
held various management positions
in the Elektrowatt Group, from
1999 to 2004, he was a member of
the Group Executive Board of
SIG Schweizerische Industrie-
Gesellschaft Holding AG, Neuhausen,
and from 2004 to 2006 a member
of the Board of Management respon-
sible for the Packaging Technology
Division at Robert Bosch GmbH,
Stuttgart.
13
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Walter Nehls (1957)
Serge Peguiron (1961)
René Ronchetti (1968)
Head Business Unit Solar and
at Komax since 2008, German
national, resident in Udligenswil.
Walter Nehls holds a bachelor
degree from the University of
Applied Sciences and Arts North-
western Switzerland and an
MBA from Lucerne University of
Applied Sciences and Arts.
Before joining Komax, he worked at
ESEC SA in Cham, Schindler AG in
Ebikon, Forbo/Siegling in Hannover
(Germany) and Mania Technologie
AG in Weilrod (Germany).
Head Business Unit Medtech and
at Komax from 2005 until end of
August 2012, Swiss national, resi-
dent in Neuchâtel.
Head Business Unit Medtech since
September 2012, at Komax since
September 2012, Swiss national,
resident in Murten.
Serge Peguiron holds a degree in
engineering from ETH Zurich.
Before joining Komax, he worked at
Ismeca in La Chaux-de-Fonds,
Valtronic in Les Charbonnières and
Kudelski in Cheseaux.
René Ronchetti holds a degree in
engineering (computer science)
from Berne University of Applied
Sciences. He is also an industrial
engineer and holds an MBA from
Strathclyde University (UK). The
most important positions before
joining Komax were at RUAG in
Berne and Geneva, Oerlikon
Balzers in Paris and Ascom
Autelca in Berne and Paris.
14
wire business unit
Long live
the cable!
The global demand for the kind of ready-
assembled cables manufactured by komax
systems knows neither geographical nor
technical boundaries. Buoyed by demand
from new markets, global automotive sales
are growing relentlessly. at the same time,
environmental and safety considerations
together with the ever more complex equip-
ment installed in vehicles are increasing
the demand for thin cables. anyone who be-
lieves the future is completely wireless
is very wrong.
Alpha 355
16
market position strengthened
Komax Wire followed on from 2011’s good results with an excellent year.
The business unit benefited from its leading technology, global presence,
and strong profile in local markets, as well as from the continued robust
health of large parts of the automotive industry. In addition, Komax Wire
further strengthened its position in the year under review through its ac-
quisitions of TSK Group and MCM Cosmic KK. Net sales amounted to CHF
228.3 million (+4.8%), while EBIT came in at CHF 52.7 million.
Komax Wire specializes in automated intelligent so-
lutions for all wire processing applications. The em-
phasis is on processes such as measuring, cutting,
stripping, and fitting contacts and connector hous-
ings to cables. In addition to both standard and cus-
tomer-specific systems, it offers an extensive range
of quality assurance modules and networking solu-
tions for reliable and efficient production.
In August 2012, Komax Wire acquired TSK
Group, thereby expanding its competencies in the
area of quality testing. TSK operates in the same
markets and has an identical customer base. Its
products are complementary. TSK’s test systems
measure and compare electrical and other physical
properties of harnesses and assemblies such as
doors, seats, cockpits, and bumpers, and test their
functionality.
Komax Wire produces solutions for wire pro-
cessing at two production sites in Switzerland as
well as in China and Japan. TSK’s test systems are
manufactured in Germany, Turkey, the US, Brazil,
China, and Tunisia. Very short lead times for the de-
livery of test adapters demand geographical prox-
imity to customers.
Once systems and equipment have been com-
missioned, both Komax Wire and TSK provide a full
range of services to guarantee installations’ per-
form ance and preserve their value.
Komax Wire’s wire processing and test systems
are primarily used in the automotive supply indus-
try. The large volume of wiring used by this industry,
coupled with its traditionally high quality demands,
favours automated and systematic production pro-
cesses and methods.
Komax Wire’s systems are also used in manu-
facturing household appliances and consumer elec-
tronics, producing solar panel cabling and building
control cabinets.
With market shares estimated to be in the re-
gion of 40%, both Komax Wire and TSK are global
leaders in the niche markets they cover.
Market trends and business performance
The global automotive market was stable in 2012
and generated a sales volume of 68 million units
(+4%). With the exception of Western Europe, all
key markets enjoyed growth: the US with a good
13%, China with around 8%, and India and Russia
with about 10% each. State support programs and
the need to catch up after the nuclear catastrophe
of Fukushima saw demand in Japan rise by 30%.
Against a backdrop of continuous economic
growth, vehicle sales in Brazil rose by 6%. In West-
ern Europe, by contrast, the situation remained dif-
ficult. France, Italy, and Spain suffered significant
falls in demand, while Germany experienced a de-
cline of 3%. The only exception was the United
Kingdom, which generated growth of 5%.
Thanks to its worldwide presence and global
access to clients, Komax Wire was able to balance
out the varying rates of development in individual
geographic markets, benefiting in particular from
the healthy state of the North American automotive
market. Moreover, the business unit also enjoyed
stable sales development outside the automotive
industry, such as in the areas of household goods,
electronics, control cabinet construction, and tele-
communications.
Following the record result of the previous year,
Komax Wire once again performed very successfully
in the year under review. Order intake amounted to
CHF 231.1 million (2011: CHF 232.3 million), while
net sales came in at CHF 228.3 million (2011: CHF
217.8 million). When adjusted for acquisitions, these
figures work out at CHF 214.1 million and CHF 211.5
million respectively. The book-to-bill ratio at the end
of the year was 1.01. There was a broad-based
spread of business with respect to both the product
and the customer mix. In addition to the traditionally
strong-selling products, the Gamma 253 and 263,
which had been launched the previous year, lived up
to their high sales expectations. Another pleasing
development was the demand for fully automated
cable processing and twisting solutions. Komax
Wire offers the market a unique solution in the form
of the Alpha 488.
In 2012, Komax Wire generated around a third of
its net sales with its ten largest customers. The rela-
tionships with these key accounts have been built
up over many years and are characterized by a very
open, partnership-based dialogue. This motivates
clients to provide prompt and direct feedback, which
Komax Wire in turn uses to optimize its products
and services on an ongoing basis.
EBIT in the year under review came in at
CHF 52.7 million (2011: CHF 57.1 million). The dilu-
tion of margins is essentially attributable to the gen-
erally lower margins of the acquired businesses,
integration costs, and investments in business de-
velopment.
Operations
The process of focusing production at the Dierikon
and Rotkreuz sites in Central Switzerland was suc-
cessfully completed in the middle of the year. This
involved the reorganization and optimization of both
operating processes and internal logistics. Capacity
utilization remained high in the year under review.
Flexible working time models and access to a large
pool of external staff enabled the organization to
respond flexibly to periods of peak demand.
Thanks to the acquisition of TSK Group, which
was consolidated as of 1 August 2012, Komax Wire
now has six further production sites. The integration
of these locations into the organization of Komax
Wire is proceeding according to plan.
17
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
key figures
in TCHF
2012
2011
+/– in %
Order intake
Net sales
231 107
232 319
228 255
217 792
Operating profit (EBIT)
52 729
57 073
–0.5
4.8
–7.6
in %
EBIT margin
23.1%
26.2 %
As at 31 Dec.
Headcount
Net sales
by region
19%
Asia
30%
North/South
America
921
541
70.2
2%
Switzerland
38%
Europe
11%
Africa
Marketing and distribution
This year’s three-day in-house show in Dierikon at-
tracted no less than 900 visitors. In addition to the
established product range, the visitors were shown
20 new developments, primarily intended for quality
monitoring in the manufacturing process. Moreover,
the products of the new acquisitions TSK Group and
MCM Cosmic KK were premiered, as were those of
partner company SLE quality engineering. In other
words, visitors were given an impressive demonstra-
tion of Komax Wire’s wide range of competencies in
wire processing and quality testing. In addition,
Komax Wire participated in 20 trade fairs around the
world. Furthermore, efforts to develop business out-
side the automotive industry were intensified.
In order to ensure client proximity, Komax Wire
further expanded its distribution and service organ-
ization and embarked on the integration of the TSK lo-
cations.
18
Innovation
In 2012, research and development expenditure
amounted to some 8% of net sales. Komax Wire and
TSK employed some 120 staff in this area world-
wide, and they duly came up with a number of pi-
oneering innovations. These innovations are also the
result of extensive client feedback and regular ex-
perience-sharing with training centers and profes-
sional communities within the industry. Furthermore,
Good prospects for growth
Growing trend towards further automation of produc-
tion processes and higher quality requirements are all
contributing to industrial investment in the solutions
manufactured by Komax Wire.
some 80 engineers make a substantial contribution
to innovation within the business unit thanks to the
experience they have gained in developing cus-
tomer-specific applications.
Trends
The development trends that have been observed
over the last few years are set to accelerate and in-
tensify. The automotive industry is increasingly call-
ing for subsystems and components that deliver
more, weigh less, take up less space, and operate
extremely reliably, while being cheap to procure.
These demands are not only confronting direct sup-
pliers to the automotive industry but also upstream
suppliers and business partners. For a group like
Komax, which continually operates at the forefront
of technological development, these increasing de-
mands first and foremost represent opportunities
and potential growth drivers.
The electrical systems in today’s premium pas-
senger cars are made up of as many as 1200
cables, with a good 2000 crimp contacts and a total
length of three kilometres. Developments in vehicle
construction, new functionalities, and an ever-rising
fit-out level in all vehicle classes will push these fig-
ures up further in the future. Moreover, the individ-
ual subsystems and assemblies, particularly har-
nesses, are becoming ever more complex. In
addition, given the growing trend towards miniatur-
ization with a view to reducing manufacturing costs,
weight and fuel consumption, the individual compo-
nents to be processed are becoming ever smaller
and more challenging to handle.
A large part of the cable harness manufacturing
process today may still be done by hand, but inex-
orably rising wage costs are making it worthwhile to
invest in automation solutions. Moreover, growing
complexity is increasing potential sources of error in
manual wire processing and assembly. Manual pro-
cesses are becoming less capable of meeting these
demands. Intelligent automated solutions, quality
assurance tools, and systems for testing harnesses
before they are installed in assemblies and vehicles,
are solutions that can guarantee and increase the
efficiency and reliability of the production process.
Furthermore, wire processing is required in nu-
merous other sectors of industry too. Particularly in
sectors that use largely standardized, high-volume
processes, the challenges are similar to those faced
by the automotive industry. With its expertise and
current product range as a basis, Komax Wire is
ideally placed to establish a foothold in such mar-
kets in the course of existing marketing activities
and further innovations.
Strategy
Komax Wire pursues four strategic priorities: First,
it pursues further development of existing business
along the value chain. This includes semi-auto-
mated and fully automated solutions with integrated
quality assurance. Solutions for increasing availabil-
ity and testing the productivity of installed systems
are as much part of this priority as new intelligent
software interfaces and expanded quality testing
capabilities. In the development of innovations, the
second strategic priority, Komax Wire focuses on
developing new solutions for the demands of the
automotive industry and further optimizing its prod-
uct portfolio with a clear product platform strategy.
Under the third and fourth strategic priorities,
Komax Wire will further strengthen its position in the
Asian markets and break into new application areas
outside the automotive industry.
19
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Groundbreaking competencies in the value chain
Komax Wire systems
Measuring/cutting
Stripping
Crimping
Twisting
Connector insertion
Harness
sub-assembly
Wire harness
test systems
Function
test systems
Cables
Contacts
Housings
Component
manufacturer
Cutting
Preprocessing
Final assembly
Testing
Warehouse
Shipping
Installation
Assembly
Wire harness manufacturer
Original equipment
manufacturer (OEM)
Wires, contact parts, and housings (connectors) are vendor
parts for wire harness manufacturers. Finished wire har-
nesses are used in vehicle electrical systems, household
appliances, and other electronic devices. Komax Wire
supplies wire harness manufacturers with solutions for
automated and efficient wire processing. De pending
on complexity and safety standards, which are especially
stringent in the automotive industry, wire harnesses cannot
always be produced by machine. In final assembly, finished
harnesses are assembled and tested by hand before being
delivered to the OEM, who installs it in the final product.
The acquisition of TSK supports several of these
strategic priorities at the same time, areas offering
attractive synergies for good measure. The ex-
panded offering covers the most capital-intensive
and critical processes of the value chain. This will
make it possible to offer customers single-source
solutions for the most important wire processing ap-
plications. The amalgamation of distribution func-
tions is strengthening the market positions of both
organizations. In addition, collaboration between
Komax Wire und TSK will result in unique production
concepts that will further simplify wire harness
manu facturer’s processes.
MCM Cosmic KK enhances the product portfolio
by adding machines that are used above all for wire
processing in the telecommunications sector. In ad-
dition, Komax Wire now has a presence in Japan in
the form of a local company.
Outlook
The dynamic growth of the automotive industry,
further increases in production volumes, and the
growing trend towards further automation of pro-
duction processes and higher quality requirements
are all contributing to industrial investment in the
solutions manufactured by Komax Wire. However,
visibility in this area still does not extend more than
two to three months into the future. On the basis of
all the information currently available, we are ex-
pecting Komax Wire’s net sales in the first half of
2013 to be in the area with those of the very good
first semester of the previous year when adjusted
for acquisitions.
20
Solar business unit
energy-laden
points
The energy produced by the sun is
as reliable as are systems built by
komax for the automated manufac-
ture of solar modules. with the
sun as its partner, komax is paving
the way for solutions which can
provide people around the world with
low-cost electricity. The fact that
solar energy is also environmentally
friendly is a truly warming thought.
XCELL X2 plus
22
Consolidation in
the solar industry
Following the massive decline suffered by the solar industry in 2011, particularly
in the second half of the year, the ongoing crisis in the year under review
resulted in huge losses for manufacturers of solar modules. As a consequence,
the demand for solar module production equipment virtually collapsed,
which in turn left its mark on Komax Solar’s results. Net sales in 2012 amounted
to CHF 9.9 million (2011: CHF 70.8 million), while EBIT came in at
CHF –21.2 million (2011: CHF –3.4 million).
Komax Solar focuses on the automation of a few
core solar module production processes. This in-
cludes stringers, which link up individual solar cells
and solder them into what are known as strings;
lay-up systems, which form individual strings into a
matrix; and laminators, which take care of the final
Strategic competitive
positions assured
Komax Solar has created the prerequisites to survive in
a challenging market.
stage of heat sealing the solar modules. Komax
Solar has production facilities in the United States,
China, and France. In addition, there are service
India, Singapore,
and distribution
China, and Switzerland. Komax Solar is among the
leading manufacturers in the markets it serves, par-
ticularly in stringers.
locations
in
Thanks to its innovative solutions, Komax Solar
helps to ensure that production processes in the
photovoltaic industry are efficient and reliable,
thereby minimizing reject rates. Komax Solar is
therefore at the forefront of attempts to establish
solar technology as an alternative to conventional
methods of power generation.
Market trends and business performance
The solar industry has been in a severe crisis since
the middle of 2011. The demand for solar modules
has increased, however, despite a decline in state
sponsorship programs in Europe. The main reason
for the current crisis is the dramatic price erosion
triggered by the huge expansion in global produc-
tion capacity. Globally installed capacity for solar
power generation has now reached some 100 giga-
watts (GW), an increase of more than 30 GW on the
previous year. This made solar energy the most in-
stalled resource among renewable energy sources
in 2012. It is now the third most important alternative
energy source after hydropower and wind energy.
Europe is the key market in this area, account-
ing for some 75% of installed capacity. However,
other global markets have far from exhausted their
potential. The strongest growth in the future is ex-
pected to come from China, India, parts of South-
east Asia, the Middle East, Latin America, and
North Africa. Given that the strength of growth is
less dependent on state subsidies than on the tech-
nology itself, experts are expecting the industry to
develop into a mature industry in the medium term,
with more sustainable growth rates.
In 2012, however, the strong increase in in-
stalled solar modules was unable to offset the
structural imbalances apparent in the solar industry.
Demand of more than 30 GW fell a long way short of
filling the available production capacity of some 50
GW. The attempt by solar module manufacturers to
increase market share through lower prices sparked
off a ruinous competitive struggle that resulted in
23
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
key figures
in TCHF
2012
2011
+/– in %
Order intake
Net sales
9 009
9 873
Operating loss (EBIT)
–21 171
63 742
70 791
–3 439
–85.9
–86.1
n.s.
in %
EBIT margin
n.s.
−4.9 %
As at 31 Dec.
Headcount
Net sales
by region
30%
Asia
140
285
–50.9
24%
Europe
46%
North/South
America
Marketing and distribution
It is especially crucial to retain an ongoing profes-
sional presence in the market and with customers
when conditions are difficult. For this reason, Komax
Solar took part in six trade fairs in 2012, albeit to a
reduced extent in view of the challenging market
situ ation. The service and distribution organization
in China, which has its own exhibition area and train-
ing center, is a key platform from which to offer cus-
tomers in this key market the necessary support. At
the same time, Komax Solar is keeping its eye on
new markets such as South America with a view to
participating in any build-up of module manufactur-
ing in these markets right from the start.
huge losses for all producers. At the same time,
solar module manufacturers cut their investment in
new production systems to an absolute minimum,
which led to a year-on-year decline of around 90%
in equipment manufacturers’ order intake.
Komax Solar was unable to escape the repercus-
sions of this collapse, particularly as the business
unit started the year with a comparatively weak order
book as a result of the crisis, which first broke out in
2011. Total net sales amounted to a modest CHF
9.9 million (2011: CHF 70.8 million). The geographic
breakdown of this figure is fairly meaningless, as
sales were primarily generated through replacement
parts and service orders. Komax Solar continuously
adapted its structures to the prevailing demand situ-
ation throughout the year and reduced its cost base
massively. As the impact of all these measures is
subject to a time lag, however, there was no prevent-
ing EBIT (CHF –21.2 million) from once again falling
well short of the previous year’s equivalent (2011:
CHF –3.4 million). However, cash flow from operating
activities was even slightly positive.
A further negative factor for the business devel-
opment of Komax Solar was the fact that many of
its customers found themselves facing serious
financial difficulties. All solar module manufacturers
reported huge losses in the year under review, and
a number of them even declared themselves insolv-
ent. For Komax Solar this meant that any new
orders involved significant default risks. Against this
backdrop, the business unit adopted a highly cir-
cumspect approach, only accepting orders that
were financially secure.
Operations
Thanks to the concentration of the core activities of
Komax Solar in York, Pennsylvania (USA) – a strat-
egy that was initiated in previous years –, the busi-
ness unit was able to adapt its structure to the ser-
ious deterioration in market conditions relatively
swiftly. Headcount was reduced most heavily in the
US. The distribution organization in the key market
of China was less affected by these measures, so
as not to jeopardize Komax Solar’s presence and
excellent positioning in this market. Despite radical
adjustments affecting around 50% of the workforce
worldwide, the expertise required to ensure the on-
going development of processes and products was
kept largely intact in York. Komax Solar is therefore
in a position to successfully defend its strong com-
petitive position once the anticipated market recov-
ery materializes.
24
Innovation
In order to maintain its leading position in the mar-
ket for stringers, Komax Solar once again invested
continuously in research and development in 2012.
The main areas of focus were the further develop-
ment of the induction soldering procedure on the
one hand and the reduction of product costs on the
other. The business unit is therefore remaining com-
petitive against its Asian competitors in particular.
Solar cell technology is likely to progressively
develop over the next few years towards what are
known as backside-contact cells. Komax is al-
ready cooperating with leading module manufac-
turers to develop ways of processing of such cells.
Trends and strategy
The current situation in the solar industry is char-
acterized by massive surplus capacity and major fi-
nancial difficulties on the part of module manufac-
turers. The consolidation of the industry is likely to
continue. A proportion of the surplus capacity can
Pressing ahead with
innovations
Komax Solar is working with customers to realize
pioneering concepts.
be found in Europe and the US, where attempts are
being made to reduce the cost disadvantages of
local manufacturers by imposing punitive tariffs on
Chinese imports. However, a far greater proportion
of the surplus capacity can be found in Asia, and
particularly in China. Accordingly, consolidation be-
tween the large Chinese module manufacturers is
another prerequisite for a reduction in the substan-
tial supply overhang.
The current state aside, the long-term drivers of
the solar industry remain unchanged and intact.
Major climate events and serious pollution prob-
lems in major urban areas are increasingly highlight-
ing the necessity of making greater use of renewa-
ble energies. Other key factors that will drive growth
in the solar industry and the business of Komax
Solar include the world’s growing energy require-
ments and the need to safeguard energy supply in
the longer term. The collapse in solar module prices
has brought grid parity closer; in fact, it has even
been reached in a number of countries. This is one
of the key milestones that needs to be achieved for
solar energy to establish itself as an alternative to
traditional energy sources for a wider group of
users.
In the 2012 financial year, Komax Solar focused
its activities and adapted its structures to market
conditions, without jeopardizing its exceptional
pos ition in either its core product – the stringer – or
its key market of China. Innovations that promise
future success are being selectively driven forward.
Komax Solar is therefore well placed to benefit
when the expected market recovery kicks in.
Outlook
Solar will remain an attractive market in the longer
term. However, the major supply overhang in cap-
acity for solar module manufacturing is preventing a
short-term improvement in the competitive envir-
onment, which means that the investment activity of
solar module manufacturers is likely to remain re-
strained in 2013 too.
As a supplier to solar module manufacturers,
Komax Solar is directly affected and therefore
antici pates another difficult year in 2013. Thanks to
adjustments to structures and a dramatically re-
duced cost base, the business unit expects a signif-
icantly better EBIT figure this year, albeit without
reaching positive territory.
25
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Groundbreaking competencies in the value chain
Komax Solar
systems
Stringers
Lay-up systems
Bussing systems
Laminators
Test equipment
Silicon crystal
or ingot
Wafer production
Solar cell
production
Solar modul e
production
Installation
Electricity
Monocrystalline or polycrystalline silicon ingots are
produced from quartz sand. These ingots are then sliced
into micron-thin wafers. Next, the wafers are chemically
treated and coated to make solar cells. The cells are then
grouped, connected together, and installed in frames to
form solar modules. This stage of manufacturing consists
of many steps. Komax Solar produces machines to carry
out these processes. Once the solar modules have been
installed on rooftops or in solar farms, they generate electric
power.
26
medtech business unit
For a better life
among the many tools available for
containing costs in the health care
industry, it is self-responsibility and
self-medication that stand out most.
komax promotes both – the latter
through highly efficient systems that
produce inhalers, injection systems,
and other medical applications. komax
machinery is used all around the world,
helping millions of people to enjoy
a better quality of life.
28
Break in the upward trend
In 2012, Komax Medtech was unable to build on the good results of the previous
year. Reticent investment activity on the part of customers, which had been
evident for some time, led to projects being postponed. This phenomenon, com-
bined with additional expenses incurred on individual projects and currency-
related pressure on margins, led to unsatisfactory results. Net sales amounted
to CHF 49.8 million (2011: CHF 83.8 million), while EBIT came in at CHF –8.6
million (2011: CHF 3.8 million).
Komax Medtech’s systems are mainly used in the
pharmaceutical industry. The business unit develops
complex, customer-specific machine systems pri-
marily for the automatic assembly of mass-produced
medical products, such as inhalers or insulin delivery
and injection systems. Komax Medtech also pro-
duces systems for the efficient mass production of
inkjet printer cartridges. The purchase prices for
these kinds of systems, which are for the most part
a highly attractive market
The trend towards self-medication is set to continue.
developed as part of customer-specific projects,
range from a few hundred thousand to several mil-
lion Swiss francs, depending on complexity.
Medical devices in particular are subject to
especially rigorous cleanliness, quality, and safety
requirements. Komax Medtech has many years of
experience in this field, and has standardized and
certified validation processes in place to ensure that
its systems comply with all relevant standards.
Komax Medtech has production facilities at two
locations in Switzerland, in the United States, and in
Malaysia. Komax Systems LCF SA in La Chaux-de-
Fonds, Switzerland, is the largest location in terms
of employee headcount and is the business unit’s
center of excellence.
Market trends and business performance
For Komax Medtech, the 2012 financial year was
heavily influenced by persistent uncertainties with
respect to economic development in Europe. The
reticent investment behaviour of numerous custom-
ers, a phenomenon that was already evident during
the fourth quarter of 2011 and led to projects being
postponed, continued during the first half of 2012
and beyond. Given the prevailing backdrop, visibil-
ity was extremely poor, which made capacity plan-
ning commensurately challenging.
The strategy implemented back in 2011, namely
to focus resolutely on projects for the self-medica-
tion sector with repeat business or the potential for
repeat business, was pursued consistently. How-
ever, this strategy restricts the market being tar-
geted, which can lead – particularly in an environ-
ment like that of 2012 – to temporary surplus
capacity. Another difficulty was the continued rela-
tive strength of the Swiss franc, which prompted
Komax Medtech to abandon certain projects for
which it could no longer expect to generate reason-
able margins.
Order intake was slow to develop in both the
first and second semesters, before gathering mo-
mentum towards the end of each period. In the final
quarter of 2012, there were increasing signs that
the market was beginning to normalize. A number
of anticipated projects were then definitively added
to the order books, and customers provided con-
crete indications that further orders would follow in
the first quarter of 2013. Net sales for the 2012 fi-
nancial year amounted to CHF 49.8 million (2011:
CHF 83.8 million). The lion’s share of this sum was
generated with key account customers. From a re-
gional perspective, Asia, the US, and Europe re-
mained the key areas, with the United Kingdom, Ire-
land, and Scandinavia particularly important in the
latter. As a result of the above-mentioned project
postponements, the project mix in 2012 experi-
enced a decline in the share of business with repeat
potential, which typically generates more attractive
margins. This increase in the risk profile, together
with the capacity underutilization, a negative cur-
rency situation, and unexpected additional ex-
penses incurred on individual projects, led to a dis-
appointing EBIT of CHF –8.6 million (2011: CHF 3.8
million).
Operations
The business unit’s center of excellence, which is
based in La Chaux-de-Fonds (CH), was hardest hit
by the difficult market environment. Once it became
clear that the order situation would not improve in
the short term, Komax Systems LCF SA introduced
short-time working for its workforce in June. This
option enabled the company to avoid having to initi-
ate redundancies as a result of the temporarily inad-
equate order situation, and it was thus able to retain
the full expertise of its workforce. Short-time work-
ing was finally suspended at the end of November
once the situation improved.
The programs initiated in 2011 in the areas of
standardization, cost-controlling, procurement man-
agement and project management for the purpose
of improving profitability were pursued resolutely at
all locations in 2012. Organization was strength-
ened at both Komax Rockford, Illinois (USA), and
the plant in Penang (MY) in order to reduce depend-
ency on the parent company. The Rotkreuz site,
which specializes in laboratory automation sys-
tems, optimized its internal operational processes
and duly received ISO 13485 certification in Octo-
ber. This standard defines the requirements to be
satisfied by comprehensive management systems
for the design and manufacture of medical prod-
ucts.
Marketing and distribution
Komax Medtech was present at ten trade fairs in
the year under review. Furthermore, the marketing
and sales organization was strengthened in 2012,
particularly in the area of key account management,
with a view to being able to respond even more ef-
fectively to the needs of key customers.
29
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
key figures
in TCHF
2012
2011
+/– in %
Order intake
Net sales
Operating
loss/profit (EBIT)
in %
47 806
49 804
84 371
83 778
–43.3
–40.6
–8 600
3 840
–324.0
EBIT margin
n.s.
4.6%
256
302
–15.2
5%
Switzerland
48%
Europe
As at 31 Dec.
Headcount
Net sales
by region
25%
Asia
22%
North/South
America
Innovation
Komax Medtech possesses four platforms for the
assembly of a wide range of different medical equip-
ment devices, covering the entire manufacturing
cycle from clinical trials to mass production. In
2012, these platforms were further improved and
optimized.
Moreover, Komax Medtech again succeeded in
automating a number of its customers’ key pro-
cesses by delivering innovative solutions. Notewor-
thy examples here include a process for accurately
affixing complex labelling on a metered-dose aero-
sol or contact-free dispensers on the tips of insulin
needles. In addition, Komax Medtech created a
complete assembly line that meets the high stand-
ards required for approval for use in cleanroom
labor atories. This assembly line forms the ends of
plastic cannulas for insulin patch pumps. These in-
30
jection needles are the core element of these
pumps, which are worn on the skin and deliver insu-
lin to people with diabetes over period of several
days.
Trends and strategy
It is a regrettable fact that the number of individuals
suffering from diabetes worldwide will continue to
rise over the next few years. In its report of Septem-
ber 2012, the World Health Organization assumes
that the number of afflicted individuals will have
risen by two thirds from today’s 347 million by 2030.
The number of asthma sufferers, which is currently
around 235 million people, is also set to rise.
There are already a number of suitable treat-
ments that allow diabetes and asthma sufferers to
manage their conditions themselves, and this trend
Outlook
Thanks to the pleasing order intake in the fourth
quarter of 2012 and the first few months of 2013,
the foundation has been laid for a good start to the
current year. The key factor for success going for-
ward is whether and when customers place further
orders in order to implement anticipated projects.
The risk profile of these projects is appealing, as
they involve a high proportion of business with re-
peat character. Furthermore, it is expected that the
programs initiated in 2012 to improve operating
performance will make a positive contribution to
business in 2013. As an additional factor, collabora-
tion with Doerfer Companies will enable Komax
Medtech to further strengthen its market position.
Subject to these pre-requisites, and based on the
assumption that customers will continue to ap-
praise the market more positively, we are confident
that we can once again generate positive EBIT in
2013.
Strategic cooperation
Cooperation with Doerfer Companies is strengthening
the market position of Komax Medtech.
towards self-medication will likewise strengthen in
the future. New applications and treatments will fur-
ther increase the safety and cost efficiency of this
form of administration, which in turn will make them
accessible to a larger number of people. Moreover,
industrialized nations in particular are being forced
to address the growing problem of continually rising
health care costs, and are also looking to further im-
prove the quality of life and reduce the unpleasant-
ness of administering medication. These factors are
driving the development of new applications to ad-
minister treatments, and laying the basis for further
demand for medical product assembly systems.
Inhaler and insulin administration applications
are a strategic focus of Komax Medtech, which is
one of the globally acknowledged market leaders in
these segments thanks to its long-standing experi-
ence and strong technical skills. Komax Medtech is
determined to preserve this position. In addition,
new niche markets are being specifically developed
on the basis of existing competencies to enable the
business unit to better compensate for market fluc-
tuations in the future.
31
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Groundbreaking competencies in the value chain
Komax
Medtech systems
Pre-assembly
Final assembly
Test
Packaging
Final product
Raw material for device
assembly
Drug
Device development
Drug development
Medical devices are products used to help diagnose or treat
disease. Many of these devices contain active substances
or medicines that are administered to patients with certain
conditions or disease symptoms. Before a new medicine
that is combined with a medical device can be launched, it
has to undergo preclinical and clinical studies and gain
approval from the competent regulatory authority. Komax
Medtech plays an important role in this process: the
business unit plans and builds assembly systems that put
together the individual components of such medical
products (raw materials, plastic parts for the devices, pre-
filled medicines) in several steps on a semi-automated or
fully automated basis. Komax Medtech then tests and
packages the fully assembled final product (device plus
medicine) and prepares it for shipping. When Komax
Medtech delivers equipment to customers, a full qualifica-
tion/testing package is performed, documenting with
evidence that expected results will be achieved at the end
of the thorough acceptance procedures, to run safely
the validation of the device, which is owned by the customer.
32
Sustainability and
social responsibility
The Komax Group is committed to upholding its responsibilities towards its
different stakeholder groups. This commitment is expressed through the
products and services it provides on the one hand and through the objectives
and approach the company adopts on the other. Komax regards sustain -
ability and social responsibility as an integral part of its corporate strategy.
The basic tenets underlying Komax’s business prac-
tices are set out in its guiding principles. The Komax
Group exercises responsibility towards people and
the environment and is keen to continuously de-
velop its competencies in matters relating to sus-
tainability and social responsibility.
Group-wide code of conduct
The way Komax is perceived by customers and sup-
pliers, other business partners, shareholders, and
the general public, and the respect for and confi-
dence in the company that these groups feel is de-
pendent to a significant degree on the conduct of
Komax’s employees. In 2009, Komax therefore in-
People and
the environment
Komax is keen to continuously build on its commit-
ment to sustainability and social responsibility.
troduced a code of conduct which applies to all
Group employees. The code of conduct defines
general ethical rules of behaviour and guidelines on
how to act towards the Group’s business partners
and competitors. All employees are given training on
the code of conduct when they join the company.
Furthermore, in another code of conduct drawn up
specially for suppliers, Komax obliges its suppliers
to comply with legislation and to act in an environ-
mentally aware and ethical way. Compliance with
these defined guidelines is reviewed on a regular
basis through supplier audits. If violations are un-
covered, a supplier partnership may be immediately
terminated as a result.
Product sustainability
The systems developed by Komax are character-
ized by their exceptionally high quality. The Group’s
global service network ensures that the systems are
professionally maintained. This has a positive im-
pact on their performance, value retention, and life
span, as well as on saving resources. Thanks to
their modular construction, the systems can usually
be adapted to new technological developments or
changing needs.
The Wire business unit supplies solutions for
wire processing applications, in particular for the
automotive supply industry. These solutions are
also used to process wiring for new vehicle con-
cepts such as electric and hybrid vehicles, among
other applications. Moreover, the innovative tech-
nologies used by Komax mean that ever smaller wire
cross sections can be machine-processed, thereby
contributing to a reduction in vehicle weight and, as
a result, fuel consumption. By providing solutions for
solar module manufacturing, the Solar business
unit’s activities in the renewable energies field are
actively helping to provide an environmentally
friendly and reliable energy supply for the future. The
Medtech business unit, which develops systems for
medical device manufacturing, is indirectly helping
to reduce health care costs, improve access to
medicines and thereby increase people’s quality of
life.
33
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Sustainability in production
Since the Komax Group’s business focuses mainly
on the production of machines and systems, it gen-
erates few emissions in comparison to other indus-
tries. These are further reduced by our use of state-
of-the-art production facilities. Around 50% of the
production equipment at our sites in Central Swit-
zerland has been newly acquired over the last five
years. Wherever possible, Komax uses renewable
energies such as solar or hydroelectric power. In re-
cent years, one of the Group’s sources of electricity
has been RegioMix green power from small utilities
in Central Switzerland. Komax’s commitment to the
environment is also underscored by its own photo-
voltaic power plant on the roof of its production
building in Rotkreuz. Furthermore, Komax actively
encourages its employees to use public transport.
Waste materials from production activities, such as
swarf and operating materials waste, are separated
and disposed of or recycled appropriately. Waste
volumes are continuously reduced as part of opti-
mization programs. Komax’s products do not con-
tain any ecologically harmful components. The com-
pany favours suppliers which demonstrate an
environmentally aware approach and whose prod-
ucts conform to sustainability criteria.
In 2011, a working group was formed to sys-
tematically develop the company’s commitment to
sustainability. Among other things, it is charged with
preparing the Dierikon and Rotkreuz sites for ISO
14001 and OHSAS 18001 certification. These two
sites are the Group’s largest production facilities,
together employing more than 400 staff. Work is
now so far advanced that we are expecting to com-
plete the certification processes in the second half
of 2013. The ISO 14001 standard sets out recog-
nized requirements for the environmental manage-
ment systems of companies worldwide. OHSAS
(Occupational Health and Safety Assessment Ser-
ies) 18001 is one of the most significant and best-
known standards for occupational health and safety
management systems. Once Dierikon und Rotkreuz
have been fully certified, further Group sites will
undergo this process. In 2012, the Rotkreuz site
obtained ISO 13485 certification. This standard
defines the requirements to be satisfied by compre-
hensive management systems for the design and
manufacture of medical products.
key figures1)
2012
2011
Electric power consumption in MWh
6 704
6 701
Electric power consumption per head
in MWh
7.9
7.4
Water consumption (potable and
industrial water) in m3
Water consumption (potable and
industrial water) per head in m3
8 450
8 086
10.0
8.9
1) Covering the Komax production sites in Dierikon (CH), Rot-
kreuz (CH), La Chaux-de-Fonds (CH), Rousset (F), York (USA),
Rockford (USA), Penang (MY) and Shanghai (RC).
employees by business unit
Komax Wire
Komax Solar
Komax Medtech
Corporate
Total
2012
2011
921
140
256
13
541
285
302
12
1 330
1 140
employees by area of activity
Production
Research and development
Engineering
Marketing and sales
Administration
Total
employees by region
Switzerland
Europe
Africa
North/South America
Asia
Total
2012
2011
517
140
199
339
135
482
134
149
273
102
1 330
1 140
2012
2011
563
240
47
228
252
569
65
12
266
228
1 330
1 140
34
In 2011, the La Chaux-de-Fonds site received
an award from Energo for having cut its energy con-
sumption by 10% compared to the previous year.
Energo is a Swiss non-profit organization financed
by cantons, cities, municipalities, and private sector
entities. It works in partnership with EnergieSchweiz
to promote the federal government program for a
20% reduction in CO2 by 2020.
In addition, a number of different projects fo-
cusing on protecting the environment were either
launched or advanced. For example, in 2012, this
resulted in a reduction in energy consumption of
around 10% at the Group’s sites in Central Switzer-
land. Associated initiatives are also in place to fur-
ther sensitize employees to environmental issues.
Contribution to regional development
Komax has been firmly rooted in the Canton of Lu-
cerne since 1975, and is one of the canton’s biggest
employers. Its other operating facilities worldwide
have been based at the same sites since their estab-
lishment, and this has generated a strong sense of
identification with the local area. This sense of iden-
tification is expressed in various ways, notably con-
sidering local suppliers wherever economically pos-
sible and reasonable.
Attractive employer
As at the end of 2012, Komax employed 1330 staff
worldwide, 17% more than in the previous year. This
increase is primarily attributable to the takeover of
TSK Group and MCM Cosmic KK, Tokyo. However,
the persistent crisis in the solar industry has meant
that both structures and headcount in the Solar
business have had to be adjusted to the changing
demand situation. The associated redundancies
were implemented in the most socially acceptable
way. Personnel expenses amounted to CHF 102.9
million in the reporting year (2011: CHF 103.6 mil-
lion).
The companies of the Komax Group ensure that
their employees enjoy equal opportunities, equal
treatment, and fair employment conditions, receive
pay that is in line with the market, and benefits that
are in line with national and industry standards.
Participation in the pay comparison survey con-
ducted by industry association Swissmem last year
revealed that pay at both of the Wire business unit’s
Swiss production sites is in line with market aver-
ages and that men and women receive equal pay.
The proportion of women in the Group’s global
workforce stood at 13% in 2012 (2011: 12%).
Komax is not alone within the industry in having a
relatively low proportion of women in its workforce.
This is due to the large number of technical pos-
itions within the company, for which the recruitment
potential among women is limited.
The Group’s staff turnover rate in 2012 was
gratifyingly low. As in 2011, it amounted to less than
9%. Komax has a very good reputation as an at-
tractive employer. Among other things, this is high-
lighted by the fact that we were able to fill vacancies
quickly in 2012, even in the tight market for man-
agement and skilled staff. As part of an active staff
development policy, Komax organizes regular train-
ing for its employees and provides financial support
for individual training activities. Komax also encour-
ages international exchanges to allow its staff to
gain new experiences and career perspectives. At
the same time, Komax invests in tomorrow’s work-
force. In 2012, 45 apprentices were undergoing
training in seven professions at the Group’s Swiss
sites.
Employee satisfaction is systematically mea s-
ured and evaluated in the course of annual perform-
ance review meetings. Komax uses the results of
regular employee surveys as a valuable basis for
developing and implementing improvement mea s-
ures. It goes without saying that Komax satisfies all
legal requirements governing working conditions in
the countries it operates in. Reported absences due
to accidents in 2012 were mainly the result of acci-
dents suffered by employees while engaging in leis-
ure activities. Komax actively encourages employ-
ees at site level to pursue a healthy lifestyle through
initiatives such as sport and exercise offerings.
35
Corporate
Governance
36
1 Corporate structure and shareholders
Corporate structure
The corporate structure is set out on pages 106 and
107 of the Annual Report.
Komax Holding AG, the holding company of the
Komax Group, has its headquarters in Dierikon
(CH). Details on the place of listing, market capital-
ization, securities number, and ISIN number are set
out on page 44 (“Information for investors”).
2 Capital structure
Capital
in CHF
Ordinary capital
Conditional capital
Authorized capital
344 378.90
40 621.10
0.00
Significant shareholders
Shareholders whose share of the company's share capital exceeds or falls
below the thresholds of 3, 5, 10, 15, 20, 25, 331∕3, 50, and 662∕3 percent
have a reporting obligation under the Federal Act on Stock Exchanges
and Securities Trading (SESTA) and the Stock Exchange Ordinance of the
Swiss Financial Market Supervisory Authority (SESTO-FINMA).
According to these disclosure requirements, at 31 December 2012,
the company had the following significant shareholders with voting rights
of more than 3%:
Shareholder/shareholder group
Number of shares
31 Dec. 2012
% as at
31 Dec. 2012
Max Koch, Meggen, Switzerland
Sarasin Investmentfonds AG, Basel, Switzerland
Leo Steiner, Steinhausen, Switzerland
231 4011)
144 919
118 6502)
6.72
4.21
3.45
1) Plus stock options from the employee share incentive scheme (0.12%):
0.03% 1000 call options, CHF 42.78, duration 1.1.2009 – 31.12.2013
0.03% 1000 call options, CHF 75.68, duration 1.1.2010 – 31.12.2014
0.03% 1000 call options, CHF 94.25, duration 1.1.2011 – 31.12.2015
0.03% 1000 call options, CHF 66.21, duration 1.1.2012 – 31.12.2016
All stock options are subject to a three-year lock-in period and a two-year exercise
period, exchange ratio 1:1, effective fulfilment.
2) Plus stock options from the employee share incentive scheme (0.20%):
0.06% 2000 call options, CHF 75.68, duration 1.1.2010 – 31.12.2014
0.07% 2500 call options, CHF 94.25, duration 1.1.2011 – 31.12.2015
0.07% 2500 call options, CHF 66.21, duration 1.1.2012 – 31.12.2016
All stock options are subject to a three-year lock-in period and a two-year exercise
period, exchange ratio 1:1, effective fulfilment.
All shareholdings that have been reported to
Komax Holding AG and the Disclosure Office of SIX
Swiss Exchange as per Art. 20 of the Federal Act on
Stock Exchanges and Securities Trading (SESTA)
and the provisions of the Stock Exchange Ordinance
of the Swiss Financial Market Supervisory Authority
(SESTO-FINMA) and published on SIX Swiss Ex-
change AG’s electronic publication platform can be
viewed at www.six-exchange-regulation.com/
obligations/ disclosure/major_shareholders_en.html.
Cross-shareholdings
There are no cross-shareholdings.
Further details are provided in the sections below.
Authorized and conditional capital in particular
For information on conditional capital, please refer
to the individual financial statements of Komax
Holding AG, page 101, and Art. 3.2 of the Articles
of Association.
The Annual General Meeting of 13 May 2009
approved the creation of conditional capital up to a
maximum of CHF 46 248.00 to cover the exercising
of option or subscription rights issued as part of the
Executive and Employee Participation Program of
Komax Holding AG. The subscription and advance
subscription rights of the remaining shareholders in
the company are excluded. In 2010, 13 360 options
were converted into shares with a par value of
CHF 0.10. In 2011, no options were exercised, and
in 2012, 42 909 options were exercised. Conditional
capital therefore amounted to CHF 40 621.10 as at
31 December 2012.
The newly created capital was entered in the Com-
mercial Register within the deadline stipulated under
Art. 635h of the Swiss Code of Obligations (CO).
The Komax Group had no authorized capital as
at 31 December 2012.
Capital changes
Details of capital changes in 2012 and 2011 can be
found on page 56 of the Financial Report. The corre-
sponding information for 2010 can be found on page
56 of the financial section of the 2011 Annual Report.
Shares, participation certificates, and
profit-sharing certificates
As at 31 December 2012, Komax Holding AG had
fully paid-at capital of CHF 344 378.90, distributed
over 3 443 789 registered shares with a par value of
CHF 0.10 each. Each registered share entitles the
holder to vote at the Annual General Meeting as
long as the shareholder is listed in the share register
as a “voting shareholder” (see also “Restrictions on
transferability of shares and nominee registrations”).
Registered shares are fully entitled to receive divi-
dends.
Komax Holding AG has not issued any partici-
pation certificates or bonus certificates.
37
Annual Report
6 Business Model
14 Wire
20 Solar
26 Medtech
35 Corporate Governance
44 Investors
47 Financial Report
106 Corporate Structure
Restrictions on transferability of shares
and nominee registrations
The Komax Holding AG share register is divided into
the categories of “non-voting shareholders” and
“voting shareholders”. “Non-voting shareholders”
may exercise all property rights, but not the right to
vote or rights associated with that of voting. “Voting
shareholders” may exercise all rights associated
with the share.
Registration of an acquirer of shares as a “voting
shareholder” may be refused under Komax Holding
AG’s Articles of Association if, as a result of such rec-
ognition, the acquirer would directly or indirectly hold
more than 5% of the total number of shares recorded
in the Commercial Register. Legal entities and
groups with joint legal status which are connected
through capital, voting rights, management, or in
some other manner, along with all natural persons,
legal entities, and groups with joint legal status which
act in concert by virtue of agreement, syndicate, or in
some other manner, are regarded as a single ac-
quirer for the purposes of this provision. This limita-
tion also applies in the case of the acquisition of reg-
istered shares through the exercising of subscription
rights, option rights, or conversion rights. This re-
striction does not apply to the acquisition of shares
through inheritance, division of an estate, or joint
marital property. The Board of Directors may grant
exceptions to the 5% limitation for good cause.
Komax Holding AG’s Articles of Association also
empower the Board of Directors to refuse entry in
the share register if the acquirer does not expressly
declare, at the request of the Board, that the shares
were acquired in their own name and for their own
account. Nominees are listed in the share register
as “non-voting shareholders”.
After hearing the affected party, Komax Holding
AG may delete entries in the share register if such
entries occurred in consequence of false statements
by the acquirer. The acquirer must be informed of the
deletion immediately.
Convertible bonds and options
Komax Holding AG has no outstanding convertible
bonds. See pages 42, 90 and 91 for information on
employee share options.
Management transactions
The Listing Rules of SIX Swiss Exchange stipulate a
disclosure obligation for management transactions.
The Board of Directors has issued a set of regula-
tions to comply with these provisions. Members of
the Board of Directors and Executive Committee
have a disclosure obligation towards the company
in this respect. A total of 13 reports were submitted
in the year under review. Published reports can be
found on the website of SIX Swiss Exchange.
3 Board of Directors
The Board of Directors has six members. No mem-
ber of the Board of Directors was a member of the
Executive Committee in the three years prior to the
reporting period, nor do any members of the Board
of Directors have any material business relationship
with any Group companies.
members of the Board of Directors
Appointed
Term
expires
Committees
1997
1997
1997
1997
2005
2012
AC, RC (Chairman)
AC
RC
AC (Chairman)
RC
2015
2013
2014
2015
2014
2015
Leo Steiner, Chairman
Melk M. Lehner
Max Koch
Hans Caspar von der Crone
Daniel Hirschi
Kurt Haerri
AC: Audit Committee
RC: Remuneration/Nomination Committee
There are no cross-involvements among the
Board of Directors. Biographies of the individual
Board Members are provided on pages 10 and 11.
Election and term of office
The Board of Directors of Komax Holding AG con-
sists mainly of independent, non-executive members
and is elected by the Annual General Meeting. Under
the Articles of Association it consists of three to
seven members. Each member is elected individu-
ally. The maximum term of office is three years; each
member’s term of office is determined at the time
of election. Individual terms are staggered so that
roughly one-third of all Board members, but no more
than three, are elected each year. Members may be
re-elected. The term of office is not restricted.
The term of office of Melk M. Lehner expires in
2013. Melk M. Lehner is not standing for re-election.
In his place, the Board of Directors is proposing that
the Annual General Meeting of 3 May 2013 elect Prof.
Dr Roland Siegwart.
38
ual members. The tasks of the Audit Committee in-
clude the overall supervision of the external and in-
ternal auditors, as well as financial reporting. The
Audit Committee sets out the scope and schedule
of the audit to be carried out by the two auditing
bodies and also coordinates their work. Both the
external and internal auditors draw up a report on
their audit work, and the Audit Committee monitors
implementation of the audit findings. Furthermore,
the Audit Committee evaluates the reliability of the
internal control system together with Risk Manage-
ment, and acquires a picture of the extent to which
statutory and internal regulations are being adhered
to (compliance). The CEO and the CFO both attend
meetings of the Audit Committee. On occasions,
the external auditor is invited to attend. The CFO
represents the internal audit unit. Both bodies have
access to the minutes of the meetings of the Boards
of Directors and Executive Committee. The detailed
tasks of the Audit Committee are set out in the Or-
ganizational Regulations for the Audit Committee.
− Remuneration/Nomination Committee
The Remuneration/Nomination Committee pres-
ently consists of Leo Steiner (Chairman), Max Koch,
and Daniel Hirschi. Meetings of the Remuneration/
Nomination Committee take place as required and
may be called by any member. In 2012, the Com-
mittee met twice, with all members being present
on both occasions. On average, these meetings
lasted three hours. These average times do not in-
clude the extensive preparatory and follow-up work
done by the individual members. The tasks of the
Remuneration/Nomination Committee include pro-
viding advice on basic HR questions, determining
the compensation regulations and models for the
Executive Committee, and drawing up proposals for
the amount of the compensation paid to the CEO
and members of the Board of Directors. The tasks
of the Remuneration/Nomination Committee are set
out in detail in the Organizational Regulations of
Komax Holding AG.
Internal organization
The Board of Directors consists of the Chairman
and the other members of the Board. The Board of
Directors organizes itself and elects its Chairman
from among its ranks. If the Chairman is prevented
from exercising his duties through illness or pro-
longed absence, the Board of Directors will appoint
a Deputy. The Chairman – or if he is unable to
attend, the Deputy Chairman – is responsible for
chairing the meetings. The Board of Directors add-
itionally appoints a Secretary, who does not need to
be a member of the Board of Directors.
The Board of Directors meets as often as busi-
ness requires, but no less than four times per year.
Meetings are called by the Chairman of the Board.
Each member of the Board of Directors may de-
mand that a meeting be called by the Chairman to
discuss a particular topic.
The Board of Directors is deemed to have a
quorum if an absolute majority of its members are
present. The resolutions of the Board of Directors
are adopted by an absolute majority of votes pres-
ent, subject to a minimum of three. In the event of a
tie, the Chairman casts the deciding vote. All reso-
lutions are minuted. In cases of urgency, a meeting
of the Board of Directors may be held by telephone
or other appropriate medium. Resolutions by circu-
lar letter are permissible provided no Board member
calls for verbal discussion. All members were pres-
ent at the six meetings of the Board of Directors
that took place in 2012. On average, these meet-
ings lasted around six hours. However, these aver-
age times pertain to the actual duration of the meet-
ings themselves, and do not take into account the
extensive preparatory and follow-up work done by
the individual members.
The Board of Directors has formed two Committees
from among its ranks.
− Audit Committee
The Audit Committee presently consists of Hans
Caspar von der Crone (Chairman), Melk M. Lehner
and Leo Steiner. The Committee meets at least
twice a year. In 2012, the Committee met twice,
with all members being present on both occasions.
On average, these meetings lasted three hours.
These average times do not include the extensive
preparatory and follow-up work done by the individ-
39
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Definition of areas of responsibility
Under Art. 716a Para. 1 CO, the Board of Directors
must fulfill, the following non-transferable and in-
alienable duties:
− Overall management of the company and issu-
ance of the necessary directives
− Defining the company’s organizational structure
− Determining the principles of accounting, finan-
cial controlling, and financial planning, insofar as
this is necessary for the management of the com-
pany
− Appointing and removing the persons entrusted
with managing and/or representing the company
− Ultimate supervision of the persons entrusted
with managing the company, specifically with
respect to prevailing legislation, the Articles of
Association, regulations, and directives
− Producing the Annual Report, making prepara-
tions for the Annual General Meeting, and exe-
cuting the resolutions passed by the Annual Gen-
eral Meeting
− Informing the courts in the event of excessive in-
debtedness
The tasks, obligations, and powers of the Board
of Directors, its Chairman, and the above-mentioned
Committees are set out in detail in the Organizational
Regulations of Komax Holding AG. These regula-
tions also define the rights, obligations, and compe-
tencies of the CEO and Executive Committee. The
Organizational Regulations are reviewed on a regular
basis and amended where necessary. The most re-
cent amendment was undertaken in August 2011.
To the extent permitted by law and by the Art-
icles of Association, the Board of Directors has del-
egated operational management of the company to
the CEO of the Komax Group. The Executive Com-
mittee is made up of the CEO and four further mem-
bers. The members of the Executive Committee are
appointed by the Board of Directors at the proposal
of the Remuneration/Nomination Committee.
Information and control instruments
vis-à-vis the Executive Committee
The CEO informs the Board of Directors at each
meeting about the course of business, the Group’s
most important transactions, and the status of the
tasks delegated to the Executive Committee. The
key data generated by the management information
system (MIS) is discussed at length at meetings of
the Board of Directors with the CEO and CFO. More-
over, the Board of Directors is also provided with full
details of the current course of business and the
financial situation of the Group between each meet-
ing. In addition, the Chairman of the Board of Direc-
tors and the CEO are in regular contact to discuss
important questions of company policy.
The risks associated with the Group’s commer-
cial activities are systematically identified, analysed,
monitored, and managed through an institutional-
ized risk management function. These risks are
amalgamated into groups according to their nature,
namely general external risks, business risks, finan-
cial risks, risks arising in connection with corporate
governance, and IT risks. The Executive Committee
is responsible for the operational side of risk man-
agement, whereby specially appointed process
owners are assigned responsibility for the manage-
ment of key individual risks. These individuals take
specific measures and monitor their implementa-
tion. Every year, the Executive Committee informs
the Audit Committee of the risks that have been
identified and the measures taken as part of risk
management activities.
The MIS of the Komax Group is organized as
follows: Each subsidiary’s key balance sheet and
profit and loss figures are compiled and consoli-
dated once a month. The subsidiaries’ balance
sheets, income statements, cash flow statements,
and various indicators are compiled and consoli-
dated on a quarterly, half-yearly, and yearly basis. A
comparison is then made with the previous year
and the budget. The budget forecast is checked for
attain ability against the quarterly statements for
each individual company and on a consolidated
basis.
Using key controls, the internal control system
(ICS) ensures proper and efficient management,
safeguards assets, prevents and identifies offences
and errors, and ensures accurate and complete ac-
40
counting records as well as timely preparation of
reliable financial information. A report setting out
the results of these investigations and the corres-
ponding measures taken is submitted to the Audit
Committee.
Business relationships with related companies
and persons
The members of the Executive Committee have not
entered into any commercial transactions with re-
lated companies and persons.
The internal audit function evaluates the effect-
iveness of the ICS as well as management and
monitoring processes. It also supports the Execu-
tive Committee in the risk management process. In-
ternal audit duties are performed by the Finance
and Accounting unit of Komax Management AG,
Dierikon. This unit scrutinizes the individual operat-
ing units of the Group and the various business
areas of the parent entity at regular intervals and on
the basis of an annually updated audit plan. The in-
ternal auditors report the results of their investiga-
tions to the Audit Committee. The Audit Committee
reviews and approves the scope of the audit, the
audit plan, and the corresponding responsibilities. It
also decides on any measures to be implemented
as a result of internal audit findings.
4 Executive Committee
The Executive Committee of the Group comprises
the CEO, the business unit heads who report di-
rectly to him, and the Chief Financial Officer (CFO).
Function exercised since
Dr Beat Kälin, CEO
Andreas Wolfisberg, CFO
Matijas Meyer, Head Business Unit Wire
Walter Nehls, Head Business Unit Solar
2007
1996
2010
2008
René Ronchetti, Head Business Unit Medtech
1 September 2012
Serge Peguiron, Head Business Unit Medtech
2005 to 31 August 2012
Biographies of the individual members of the Exec-
utive Committee are provided on pages 12 and 13.
Other activities and interests
Aside from the mandates listed on pages 12 to 13,
the members of the Executive Committee do not
exercise any activities on management or supervis-
ory bodies of significant Swiss and foreign corpor-
ate entities, institutions, or foundations under pri-
vate or public law outside the Komax Group (as at
31 December 2012). Some members of the Execu-
tive Committee exercise Board functions at subsidi-
ary companies of Komax Holding AG.
Management contracts
The Komax Group has not entered into any man-
agement contracts with third parties.
5
Compensations, shareholdings,
and loans
Content and method of determining the compen-
sation and the participation programs
The compensation of the Board of Directors is fixed.
The Board of Directors determines the amount of
the fixed compensation to which individual mem-
bers are entitled on an annual basis, at its own dis-
cretion, and commensurate with their involvement
and degree of responsibility. The compensation
consists of a fixed component paid in cash and a
proportion provided in the form of options. Add-
itional compensation may be granted for efforts
above and beyond normal Board activities. In the
year under review, no invoices were submitted to
the Komax Group by members of the Board of Dir-
ectors for additional services.
The salary and bonus of the CEO are deter-
mined annually by the Board of Directors on the
basis of the proposal submitted by the Remunera-
tion Committee. The overall compensation of the
mem bers of the Executive Committee is decided by
the Remuneration Committee (see also the general
marks on the Remuneration Committee on page
38).
The members of the Executive Committee of the
Komax Group receive performance-based compen-
sation. The target salary (100%) consists of a fixed
component (65 to 70%), a remuneration compon-
ent which depends on the company’s result in com-
parison to the annual plan, and an individual perfor-
mance component. The remuneration component
that depends on the company’s result is calculated
on the basis of key corporate figures (sales, EBIT,
EAT, RONCE). The individual performance compo-
nent is based on the attainment of previously
agreed objectives. There is a 70/30 split between
operating objectives and individual objectives. The
variable salary component achievable by a member
of the Executive Committee may not exceed the set
target by more than 70%. In the 2012 financial year,
41
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47 Financial Report
106 Corporate Structure
the variable compensation component for members
of the Executive Committee amounted to between
10 and 55% of the fixed salary component.
The compensation models for other members of
management within the Komax Group also contain
a performance-related component.
In addition to their salary, members of the
Execu tive Committee, middle management and
other staff of the Komax Group (a total of some 160
employees) may – in accordance with the compa-
ny’s share option guidelines – receive share options
as determined by the Remuneration Committee.
These options have a duration of five years and are
subject to a three-year lock-in period. The exercise
price of the options corresponds to the lower of the
following two values: the average price of the fourth
quarter of the preceding year or the average price in
March of the year the option was issued. The indi-
vidual allocation of options is at the discretion of the
Board of Directors and senior management.
The basis for determining compensation for the
Board of Directors and Executive Committee was
unchanged from the previous year. The decrease in
compensation is primarily due to the reduction in
the variable salary component resulting from the
lower Group results and the lower taxable value of
the options allocated in the 2012 financial year.
Details on the compensation, option allocations,
as well as share and option holdings of the Board of
Directors and Executive Committee can be found
on pages 95, 103, and 104 of the Financial Report.
No shares were allotted in the year under review.
No benefits or special advantages were granted
upon the departure of members of the Board of
Directors or Executive Committee. No agreements
regarding severance payments exist with members
of the Board of Directors or with members of the
Executive Committee.
Compensation for former members
of governing bodies
No compensation was paid to former members of
governing bodies in the 2012 financial year.
Loans granted by governing bodies
Komax Group companies have not granted any
guarantees, loans, advances, or credits to mem-
bers of the Board of Directors or Executive Commit-
tee or parties closely linked to such persons as at
31 December 2012.
No members of the Board of Directors or Execu-
tive Committee or persons closely linked to them
take or have taken part in Komax Group trans-
actions outside their normal duties.
6 Shareholder participation rights
The fundamental participation rights of shareholders
are set out in the Swiss Code of Obligations (CO)
and supplemented by the provisions of the compa-
ny’s Articles of Association. The Articles of Associa-
tion of Komax Holding AG are available in electronic
form on the website www.komaxgroup.com.
Voting rights and representation restrictions
Shareholders registered in the Komax Holding AG
share register are entitled to vote; each share is en-
titled to one vote. No single shareholder may dir-
ectly or indirectly exercise the votes of more than
5% of the total number of shares recorded in the
Commercial Register for his own registered shares
and shares voted by proxy. Legal entities and
groups with joint legal status which are connected
through capital, voting rights, management, or in
some other manner, along with all natural persons,
legal entities, and groups with joint legal status
which act in concert by virtue of agreement, syndi-
cate, or in some other manner, are regarded as one
person for the purposes of this provision. The Board
of Directors may grant exceptions to this rule for
good cause. This voting rights limitation does not
apply to proxy holders of deposited shares, repre-
sentatives of governing bodies or independent rep-
resentatives pursuant to CO Art. 689c and 689d.
This voting rights limitation does not apply to
shareholders who were registered as holding regis-
tered shares amounting to more than 5% of votes
for all shares at the time that the provision of the
Articles of Association regarding limitation of voting
rights was passed.
Shareholders may be represented at the Annual
General Meeting on the basis of a written power of
attorney by other shareholders, a proxy holder of
deposited shares, a representative of a governing
body, or an independent proxy pursuant to CO Art.
689c and 689d.
The voting rights limitation may only be re-
scinded by a resolution of the Annual General Meet-
ing, which requires a majority of votes cast.
42
Statutory quorums
The Annual General Meeting votes and passes its
resolutions with the absolute majority of votes repre-
sented, unless prevailing legislation or the Articles
of Association contain mandatory provisions under
which resolutions have to be passed in a different
way.
In addition to the resolutions specified in CO Art.
704, under the Articles of Association of Komax
Holding AG, a two-thirds majority of votes cast and
an absolute majority by value of shares voted is re-
quired to dismiss members of the Board of Directors.
Convocation of the Annual General Meeting
of Shareholders
The convocation of the Annual General Meeting is
governed by applicable law. Shareholders repre-
senting at least 1% of the share capital can request
that items be placed on the agenda for discussion
by submitting the proposed motions in writing within
the deadline published by the company.
Entries in the share register
In principle, any shareholder can be entered in the
Komax Holding AG share register. Any person ac-
quiring shares is listed as a “shareholder with voting
rights” up to a maximum of 5% of the total number
of shares published in the Commercial Register.
Any person owning more than 5% of the published
shares will be entered as a “non-voting shareholder”
for the portion in excess of 5% (Komax Holding AG
Articles of Association, Art. 6 Para. 4). This restric-
tion does not apply to the acquisition of shares
through inheritance, division of an estate, or joint
marital property. The Board of Directors may grant
exceptions for good cause.
The Board of Directors can refuse entry in the
share register if the acquirer does not expressly de-
clare, at the request of the Board, that the shares
were acquired in their own name and for their own
account. After hearing the affected party, the com-
pany may delete entries in the share register if such
entries occurred in consequence of false state-
ments by the acquirer. The acquirer must be in-
formed of the deletion immediately. Nominees are
listed in the share register as “non-voting share-
holders”.
Invitation to the Annual General Meeting
of 3 May 2013
All shareholders registered in the Komax Holding
AG share register as per 2 May 2013 are entitled to
vote in respect of the number of shares registered in
their name at the Annual General Meeting of 3 May
2013. Shareholders registered on 14 March 2013
will receive an invitation indicating the proposals of
the Board of Directors and a reservation and entry
ticket coupon. Shareholders who acquire shares
later and whose registration application is received
by the Komax Holding AG share register no later
than 2 May 2013 will receive the invitation at that
time, or ballot materials will be waiting for them
at the front desk of the Annual General Meeting.
Shareholders who dispose of their shares before
the Annual General Meeting are not entitled to vote.
In the event of a partial sale or purchase of add-
itional shares, the entry ticket received should be
exchanged at the front desk on the date of the
Annual General Meeting.
7
Changes of control and
defence measures
Duty to make an offer
Upon reaching or exceeding a threshold of 33 ¹/³
percent, a shareholder must submit an offer to all
shareholders for the purchase of their shares (Art.
32, Federal Act on Stock Exchanges and Securities
Trading). The Articles of Association do not include
“opting out” or “opting up” rules.
Clauses on change of control
At the Komax Group, change-of-control clauses are
not included in employment contracts.
Options
The members of the Board of Directors, Executive
Committee, and middle management are entitled to
exercise their options in part or in full, without regard
to the time limits, in the following cases:
− if Komax Holding AG or its subsidiaries sell(s) all
assets relevant to the business
− if one or more persons or companies merge(s)
and conclude(s) a legally binding agreement for
the purpose of acquiring shares in Komax Hold-
ing AG, as a result of which they hold more than
50% of the voting rights (including any previous
shareholdings)
− if another case of legal or economic disposal or
liquidation of Komax Holding AG occurs
− if Komax Holding AG is no longer traded on the
stock exchange and no publicly traded shares of
the company are available
43
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106 Corporate Structure
Information policy
9
Komax Holding AG is committed to providing swift,
transparent, and simultaneous information for all
stakeholders. The CEO, CFO, and the Head
Invest or Relations and Corporate Communications
are available as contact partners for information
purposes.
The consolidated financial statements are com-
piled in conformity with IFRS standards. Komax
Holding AG publishes comprehensive financial re-
sults twice a year, for the first half and for the full
year. In addition to the financial results, sharehold-
ers and financial markets are regularly kept in-
formed of significant changes and developments.
Komax Holding AG publishes facts relevant to
its share price in conformity with the disclosure poli-
cies of SIX Swiss Exchange. The Listing Rules can
be
found at www.six-exchange-regulation.com
(Admission).
The official publication for company notices is the
“Swiss Official Gazette of Commerce” (“Schweize-
risches Handelsamtsblatt”). Information on share
price trends, annual and half-year reports, the finan-
cial calendar, the minutes of the most recent General
Meeting, press releases, and Komax Holding AG’s
Articles of Association are available at www.komax-
group.com. Press conferences and presentations for
analysts are held at least once a year.
Contact
Komax Holding AG
Marco Knuchel
Industriestrasse 6
CH-6036 Dierikon
Phone +41 41 455 06 16
marco.knuchel@komaxgroup.com
8 Auditors
Duration of the mandate and term of
office of the lead auditor
PricewaterhouseCoopers AG, Basel, has been the
statutory auditor of Komax Holding AG and the
Komax Group’s consolidated financial statements
since 1994. Pursuant to the provisions of the Swiss
Code of Obligations, the lead auditor is replaced
after a maximum term of seven years. The lead au-
ditor has been responsible for the audit mandate
since 2010.
Auditing and additional fees
PricewaterhouseCoopers invoiced the Komax Group
CHF 627 886 in the 2012 financial year for services
in connection with auditing the annual statements
of Komax Holding AG and the Group companies, as
well as the consolidated statements of the Komax
Group. In addition, the auditing company invoiced a
fee amounting to a total of CHF 171 278 during the
2012 financial year. This breaks down into a fee of
CHF 25 367 for tax advisory services, CHF 78 540
for legal advice, and CHF 67 371 for transaction
services.
Supervisory and control instruments
pertaining to the audit
The Audit Committee is responsible for evaluating
the external auditors, who submit an audit report to
the Board of Directors. At least one consultation is
held each year between the external auditors and
the Audit Committee, at which the material findings
for each company (management letters) and the
consolidated financial statements covered by the
audit report are discussed in detail. The auditors
also explain the audits conducted (audit and review)
for each company along with recent changes in
IFRS (International Financial Reporting Standards)
and their impact on the Komax Group’s consoli-
dated annual statements. The services provided by
the statutory auditors are evaluated by the Audit
Committee on the basis of the quality of reporting
and the audit reports, the implementation of the
audit plan, and the level of cooperation with the in-
ternal audit team. The independence of the auditors
is verified by comparing the fee for additional ser-
vices charged by the external auditors with the audit
fee, taking into account the scope of these addi-
tional services. The external auditors are selected by
tender, and the selection process is repeated or se-
lection is confirmed annually. In addition to the min-
imum statutory requirements, the selection criteria
applied are professional qualifications, industry ex-
perience and value for money. Further details on the
Audit Committee can be found under section 3.
44
information
for investors
Equity market sentiment in 2012 was on the one
hand affected negatively by the European debt cri-
sis and global economic risks. On the other hand,
stock markets received a boost from the extremely
expansive monetary policy of central banks, with
the result that they ultimately performed much bet-
ter than had been expected at the beginning of the
year.
Share price development
in CHF
110
100
90
80
70
60
50
January
June
December
Komax
Vontobel Small Cap Index
Komax shares enjoyed a very good start to the year.
However, growing doubts over the strength of the
automotive industry and the weaker-than-expected
performance of Komax Solar and Komax Medtech
triggered a reversal in the share price in the second
quarter. The shares recovered with pleasing trading
volumes towards the end of 2012, finally closing 3%
up on the year. The closing share price on
28 December 2012 stood at CHF 71.00 (2011: CHF
68.75).
Listing
Komax is listed on SIX Swiss Exchange. Market cap-
italization at the end of 2012 was CHF 244.5 million.
ISIN
Security number
Bloomberg code
Thomson Reuters code
CH0010702154
001070215
KOMN SW
KOMN.S
Geographical distribution of shareholdings
Switzerland
Other countries
Shares pending registration of transfer
70%
6%
24%
The majority of shares not held in Switzerland is
held in the United Kingdom, Germany, and the
United States.
Significant shareholders
Information on significant shareholders can be found
on page 36 of this report.
45
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6 Business Model
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26 Medtech
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44 Investors
47 Financial Statements
106 Corporate Structure
Breakdown of shareholders by number of
registered shares held
1–100
101–1 000
1 001–10 000
10 001–50 000
> 50 000
1 673
1 811
261
27
3
Free float
The free float as defined by SIX Swiss Exchange
stands at 93%.
Dividends
The Board of Directors would like to adhere to its
attractive dividend policy and is therefore proposing
to the General Meeting a distribution of CHF 2.00
per share from capital contribution reserves. The
payout ratio will therefore rise in a year-on-year
comparison. The dividend yield on the date of the
Board resolution stood at an attractive 2.5%.
Information on the Komax registered share
Further information on the Komax registered share
can be found on the internet at:
www.komaxgroup.com
Disclosure of shareholdings
Under Art. 20 of the Swiss Federal Act on Stock Ex-
changes and Securities Trading (Stock Exchange
Act) and the Stock Market Ordinance of the Swiss
Financial Market Supervisory Authority (SESTO-
FINMA), whosoever directly, indirectly or in concert
key data komax registered share
Share capital as at 31 Dec.
in TCHF
Number of shares as at 31 Dec.
Average number of outstanding shares
Par value per share
Basic earnings per share
EBITD per share
EBIT per share
Shareholders’ equity per share
Dividend per share
High
Low
Closing price as at 31 Dec.
Average daily trade volume
P/E (price-earnings ratio) as at 31 Dec.
Dividend yield as at 31 Dec.
No.
No.
CHF
CHF
CHF
CHF
CHF
CHF
CHF
CHF
CHF
No.
%
with third parties acquires or disposes of shares, for
his own account, in a company incorporated in
Switzerland whose equity securities are listed, in
whole or in part, in Switzerland and thereby attains,
falls below or exceeds the threshold of 3, 5, 10, 15,
20, 25, 331⁄3, 50, or 662⁄3 percent of the voting rights,
whether or not such rights may be exercised, shall
notify the company and the stock exchanges on
which the equity securities in question are listed.
Financial calendar
Annual General Meeting
Dividend payment
Half-year results 2013
3 May 2013
10 May 2013
20 August 2013
First information on the year 2013
21 January 2014
Annual media conference/analysts’
presentation
Annual General Meeting
26 March 2014
7 May 2014
2012
344
2011
340
2010
340
2009
2008
339
339
3 443 789
3 400 880
3 400 880
3 387 520
3 387 520
3 404 850
3 375 217
3 349 278
3 319 791
3 323 199
0.10
2.99
6.66
4.17
70.97
2.001)
97.10
61.25
71.00
6 608
23.7
2.821)
0.10
11.68
16.14
13.98
72.63
4.00
0.10
5.31
10.72
8.56
62.49
2.00
120.00
103.00
59.00
68.75
8 383
5.9
5.82
73.10
102.00
6 173
19.5
1.96
0.10
−5.97
−4.28
−6.69
59.01
0.00
80.00
36.05
72.00
6 341
−12.1
0.00
0.10
6.99
11.54
9.18
65.56
2.00
175.00
48.95
53.90
8 932
7.7
3.71
1) Proposal of the Board of Directors of Komax Holding AG: distribution of CHF 2.00 per registered share from
capital contribution reserves.
This page has been intentionally left blank.
47
Financial
Report
Consolidated
Financial Statements
48 Comments
52 Consolidated
Balance Sheet
53 Consolidated
Income Statement
54 Consolidated Statement
of Comprehensive Income
55 Consolidated
Cash Flow Statement
56 Consolidated Statement
of Shareholders’ Equity
57 Notes
96 Report of the Auditors
Financial Statements
of Komax Holding AG
97 Comments
99 Balance Sheet
100 Income Statement
101 Notes
106 Corporate Structure
108 Proposal for the
Appropriation of Profit
109 Report of the Auditors
48
Comments on the consolidated
financial statements
Income statement
Acquisitions
The Komax Group acquired MCM Cosmic KK in Japan as of 1 April 2012 and TSK Beteiligungs GmbH as of
1 August 2012, including six subsidiaries located in Germany, Brazil, China, Tunisia, Turkey, and the US. The
newly acquired businesses generated an order intake of CHF 17.0 million (5.9% of the overall order intake)
and revenues of CHF 16.7 million (5.8% of total revenues). Due to the relatively small proportion of overall vol-
umes accounted for by the acquisitions in 2012, no breakdown of figures with/without acquisitions is provided
in the following commentary. Both acquisitions have been integrated into the Wire business unit.
Order intake
Orders totalled CHF 287.9 million in 2012, compared with CHF 380.4 million in 2011. This represents a
decrease of 24.3%. The sharp decline in the order intake is above all attributable to the virtual collapse of
the Solar business unit and the sharp decline recorded in the Medtech business unit. By contrast, the order
intake continued to hold up well in the Wire business unit. The order book amounted to CHF 70.5 million as
at 31 December 2012 (2011: CHF 80.4 million).
Revenues (net sales and other operating income)
Komax generated revenues of CHF 288.2 million in the 2012 financial year, representing a decline in
revenues of 22.4% compared to the previous year. The following is a breakdown of net sales by currency in
2012 (percentages in brackets are for the previous year):
– CHF 33% (33%)
– USD 28% (36%)
– EUR 24% (20%)
– Other foreign currencies 15% (11%)
The percentage proportion of revenues in CHF remained unchanged in the year under review. Although the
EUR barely fluctuated against the CHF – in contrast to previous years – thanks to the support of the SNB,
the currency impact remained a challenge in 2012. This is primarily due to the increasing significance of cur-
rencies of certain emerging markets, such as Brazil, China, and Morocco. In addition, although the majority
of currencies lost a certain amount of ground against the CHF towards the end of the year, the average ex-
change rates were significantly higher than in 2011 when viewed in overall terms. The foreign currency
impact at net sales level returned to positive territory in 2012 when compared to 2011, with a plus of 1.8%
contrasting with –6.9% the previous year.
Gross sales in the EU declined by 21.1% to CHF 92.4 million in the year under review. In Europe as a whole,
they amounted to CHF 122.1 million, or 41.7% of gross sales. This means that the share of sales accounted
for by Europe declined only minimally in overall terms, despite the sharp absolute decline. In the African re-
gion, gross sales amounted to CHF 26.1 million, most of which were generated in Morocco. Komax experi-
enced by far the greatest decline in sales in Asia, which suffered a fall of 46.2%. This was attributable to a col-
lapse in sales at Komax Solar and a strong decline in sales in Malaysia. By contrast, Komax booked significant
sales increases in North and South America. Sales growth in this region overall amounted to just under 15%.
After Europe, the Americas contributed the greatest share to business volumes in 2012, namely 29.4%.
Gross profit
The gross profit margin (gross profit as a percentage of revenues) amounted to 59.0% in the year under re-
view, 4.9 percentage points higher than the previous year’s margin of 54.1%. This sharp improvement in
profitability as a proportion of revenues was the result of margin improvements at Komax Wire and the
much lower share of business accounted for by the Solar and Medtech business units, which generate
lower gross margins than the Wire business unit and the newly acquired TSK Group. Foreign currency de-
velopments also contributed to the improvement in the gross margin to the tune of 1.3 percentage points.
49
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Operating expenses
Personnel expenses rose to 35.7% of revenues. This sharp increase in personnel expenses as a proportion
of sales is attributable to cost legacies resulting from the reduction of headcount at the Solar business unit
during the 2012 financial year to 140 employees as at 31 December 2012. In addition, Komax Solar booked
restructuring expenses amounting to CHF 1.7 million, which are separately displayed in the income state-
ment. The increase in personnel expenses as a proportion of sales is also attributable to the sharp decline in
sales at the Medtech business unit. The Komax Group generated revenues per employee of TCHF 246 in
2012, compared to TCHF 343 in 2011. As at 31 December 2012, a total of 1 330 employees were employed
by the Komax Group (previous year: 1 140 employees). The increase is solely attributable to the newly
acquired companies. From a geographical perspective, 42% of the workforce was employed in Switzerland,
while the remainder was divided relatively evenly between the Europe, US, and Asia regions. In addition, 5%
of the workforce was employed in Africa and Brazil. In terms of individual areas, 39% of Komax staff were
employed in production/procurement in 2012, while 26% worked in marketing/sales (including customer
service). Engineering accounted for 15%, research and development for a further 10%. Employees in the
engineering area are primarily active in project business, whereas employees in research and development
work in the innovation area of standard business. The remaining 10% were engaged in administration,
including management and IT.
The “Other operating expenses” item also includes costs from changes to provisions and value adjustments
amounting to CHF −0.6 million.
Research and development expenditure
R&D expenditure amounted to CHF 24.6 million in 2012, compared to CHF 23.5 million in 2011. R&D ex-
penditure therefore amounted to 8.5% of revenues, compared to 6.3% the previous year. In the income
statement, the “Other operating expenses” item contains third-party development services amounting to
CHF 3.9 million. The lion’s share of the figure for development services (CHF 20.7 million) comprises own
work capitalized on the part of our development staff. The increase in R&D expenditure compared to the
previous year is the result of an increase in expenses of CHF 2.9 million in the Wire business unit. As at
31 December 2012, the Komax Group employed a total of 140 staff in R&D – the vast majority of them in
Switzerland.
Operating profit (EBIT)
The Komax Group generated operating profits of CHF 16.0 million in the year under review, after taking
restructuring costs into account CHF 14.4 million. This equates to a margin of 5.0% at EBIT level, a signifi-
cant decline on the 2011 equivalent of 12.8%. The main reasons for this development are the collapse in
business at Komax Solar and the strong decline in sales at Komax Medtech. Further details on segment
reporting can be found on pages 88 and 89.
Financial result
The financial result amounted to CHF −3.4 million, of which CHF −1.3 million related to interest expenditure
(2011: CHF −1.5 million). The reduction in interest costs was due to lower interest rates on the syndicated
loan. Other financial income of CHF −2.1 million mainly comprised realized and unrealized exchange rate
gains in EUR, USD and BRL. These currencies were still trading at a low level against the CHF as at the bal-
ance sheet date. The lower valuation against the CHF as at 31 December 2011 resulted in high valued-
exchange rate losses, particularly on the financial loans to Group companies.
Group result
In the 2012 financial year, earnings before taxes (EBT) came in at CHF 11.0 million (3.8% of revenues), as
against CHF 46.1 million the previous year. The tax rate for the year under review amounted to 8.3% (2011:
14.8%). The sharp fall in the tax rate is primarily the result of capitalized tax loss carryforwards in countries
with significantly higher tax rates than Switzerland. In addition, the Komax Group benefits from being
granted reduced tax rates. We are therefore expecting low tax rates to apply over the next few years too,
although these can be expected to revert towards the long-term average of around 20%. Earnings after
taxes (EAT) amounted to CHF 10.0 million in 2012, with basic earnings per share coming in at CHF 2.99
compared to CHF 11.68 in the previous year.
50
Balance sheet
Assets
As at 31 December 2012, current assets had declined by 12.3% to CHF 218.3 million, of which cash and cash
equivalents amounted to CHF 57.7 million. As at the balance sheet date, the Komax Group can once again
report a net cash position of CHF 0.9 million (2011: CHF 5.6 million), which means that the net cash situation
has deteriorated only slightly, despite the acquisitions. A key factor behind the pleasing development of the
net cash position is the massive decline in the net working capital of Komax Solar of some CHF 25 million to
just over CHF 23 million. The figure of CHF 86.9 million for trade receivables also includes underfinanced
projects of CHF 16.6 million net according to the POC method. This represents a decline of CHF 18.0 million
from the level at 31 December 2011. Overdue receivables are also reported in the notes to the consolidated
financial statements. As at 31 December 2012, these amounted to CHF 18.1 million, of which 33.6% were
overdue by more than 120 days. At the end of 2011, overdue receivables amounted to CHF 34.1 million. The
main reason for higher value adjustments in the area of receivables was the difficult commercial and financial
environment, particularly in the photovoltaics area.
Liabilities
Current liabilities amounted to CHF 54.0 million as at 31 December 2012. This amount also includes over-
financed projects amounting to CHF 5.6 million net valued according to the POC method. At the end of
2011, the equivalent figure was CHF 8.9 million net.
In addition, provisions for warranties and individual risks amounting to CHF 6.1 million (previous year: CHF
3.3 million) are also booked under current liabilities. The significant increase in provisions is attributable to a
combination of project business, the extraordinary charge resulting from the restructuring of the Solar
business unit, and higher guarantee costs in the Wire business unit in 2012. Furthermore, provisions of
CHF 5.9 million were created in the year under review, and CHF 3.1 million of provisions were used. The
figure for the reversal of provisions no longer required was negligible (CHF 0.2 million).
Non-current liabilities include deferred tax liabilities and financial loans. As at 31 December 2012, the latter
were CHF 10.2 million higher than the previous year and amounted to CHF 56.8 million. The increase is
attributable to the acquisitions made in 2012. The Komax Group continues to have access to a syndicated
loan facility amounting to CHF 120 million (a new syndicated loan facility was agreed in July 2012 with a
credit limit increase of CHF 20 million), as well as other local lines of credit amounting to a maximum of
CHF 15 million. Here too there was a limit increase of CHF 5.0 million compared to last year.
The Group’s shareholders’ equity amounted to CHF 244.4 million as at 31 December 2012 (67.9% of the
total assets), compared with CHF 247.0 million at the end of 2011. Compared to the previous year, the
impact of currency translation differences was significantly higher at CHF −2.5 million (previous year:
CHF −0.3 million), as the reference date exchange rates against the CHF were generally lower than a year
ago.
51
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Cash flow statement
Cash flow from operating activities
Cash flow from operating activities totalled CHF 17.2 million (2011: CHF 48.0 million) before the change in
net current assets and provisions, and CHF 45.2 million after the change in net current assets and provi-
sions (2011: CHF 10.1 million). The positive cash flow is attributable to the strong decrease in net working
capital following the decline in sales in 2012.
Cash flow from investing activities
The cash outflow from investing activities amounted to CHF 17.6 million net, which represents an increase
of CHF 7.5 million on the previous year. In addition to the acquisition of TSK Group for CHF 8.5 million net
and MCM Cosmic KK for CHF 0.2 million net (see pages 94 and 95 for more information), the key gross
investments of Komax in 2012 were effected in the following asset categories:
Machinery/tools
Infrastructure/offices
Buildings/land
IT
CHF 4.4 million
CHF 0.6 million
CHF 1.4 million
CHF 2.6 million
Free cash flow, i.e. the cash flow from operating activities after deduction of net investments, amounted to
CHF 27.6 million, which represents an increase of CHF 27.7 million compared to the previous year.
Cash flow from financing activities
Financial loans amounting to CHF 9.0 million net were taken out in 2012. This is explained by the repayment
of loans that were taken over as a part of acquisition activity. In addition, positive cash flow of CHF 1.6
million was generated through the exercising of options by employees. The dividend distribution out of
reserves from capital contributions amounted to CHF 13.6 million in 2012. Despite the acquisitions and the
significantly higher distribution out of reserves from capital contributions, the cash flow statement recorded
an increase in cash and cash equivalents of CHF 5.5 million.
52
Consolidated balance sheet
in TCHF
Assets
Cash and cash equivalents
Securities
Trade receivables
Other receivables and accrued income / prepaid expenses
Inventories
Non-current assets held for sale
Total current assets
Deferred tax assets
Other non-current receivables
Prepaid pension assets
Investments in associates
Property, plant and equipment
Intangible assets
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Trade payables
Other payables and accrued expenses / deferred income
Current income tax liabilities
Provisions
Total current liabilities
Financial loans
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Share capital
Treasury shares
Capital surplus (premium)
Other reserves
Equity attributable to equity holders of the parent company
Non-controlling interest
Total shareholders’ equity
Notes
31.12.2012
31.12.2011
5
6
7
8
9
10
11
12
13
14
15
16
18
19
20
21
11
22
57 655
48
86 945
14 788
58 207
659
52 142
33
127 272
13 922
55 625
0
218 302
248 994
14 499
359
1 019
2 027
72 994
50 989
141 887
6 874
161
969
2 085
68 026
34 339
112 454
360 189
361 448
14 335
27 481
6 095
6 110
54 021
56 765
4 118
60 883
20 812
33 660
5 108
3 280
62 860
46 571
3 982
50 553
114 904
113 413
344
−3 086
39 399
207 734
244 391
894
245 285
340
−3 086
51 405
198 335
246 994
1 041
248 035
Total liabilities and shareholders’ equity
360 189
361 448
The notes on pages 57 to 95 are an integral component of these consolidated financial statements.
53
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Consolidated income statement
in TCHF
Net sales
Other operating income
Cost of materials
Personnel expenses
Rental expenses
Maintenance and repair expenses
Representation and advertising expenses
Depreciation
Other operating expenses
Operating expenses
Operating profit before interest, taxes,
and extraordinary charges
Extraordinary restructuring charges
Operating profit before interest and taxes
Financial income
Financial expenses
Group profit before taxes
Taxes
Group profit after taxes
Of which attributable to:
– Equity holders of the parent company
– Non-controlling interest
Attributable to equity holders of the parent company
Basic earnings per share (in CHF)
Diluted earnings per share (in CHF)
Notes
2012
2011
23
24
25
15/16
27
28
29
29
30
286 725
370 029
1 491
1 395
118 028
102 890
5 732
6 397
11 018
8 572
19 546
170 587
103 632
4 109
5 796
11 270
7 370
21 124
272 183
323 888
16 033
1 681
14 352
4 554
−7 955
10 951
905
47 536
0
47 536
7 418
−8 861
46 093
6 813
10 046
39 280
10 177
−131
10 046
31
31
2.99
2.96
39 413
−133
39 280
11.68
11.48
The notes on pages 57 to 95 are an integral component of these consolidated financial statements.
54
Consolidated statement of comprehensive income
in TCHF
Group profit after taxes
Currency translation differences from foreign subsidiaries
Currency translation differences from investments in associates
Other comprehensive income after taxes
2012
10 046
−2 477
−17
−2 494
2011
39 280
−102
−115
−217
Comprehensive income after taxes
7 552
39 063
Of which attributable to:
– Equity holders of the parent company
– Non-controlling interest
7 699
−147
7 552
39 104
−41
39 063
The notes on pages 57 to 95 are an integral component of these consolidated financial statements.
55
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Consolidated cash flow statement
in TCHF
Notes
2012
2011
Cash flow from operating activities
Group profit after taxes
Adjustment for non-cash items
− Taxes
− Depreciation and impairment of property, plant and equipment
− Depreciation and impairment of intangible assets
− Profit (–) / loss (+) from sale of non-current assets
− Expense for share-based payments
− Employee benefits
− Net financial result
− Other non-cash items
Interest received and other financial income
Interest paid and other financial expenses
Taxes paid
Cash flow before change in net current assets and provisions
Increase (+) / decrease (–) in provisions
Increase (–) / decrease (+) in trade receivables
Increase (–) / decrease (+) in inventories
Increase (+) / decrease (–) in trade payables
Increase (–) / decrease (+) in other net current assets
Total cash flow from operating activities
Cash flow from investing activities
Investments in property, plant and equipment
Sale of property, plant and equipment
Investments in intangible assets
Investments in associates
Investments in Group companies and participations1)
Total cash flow from investing activities
Cash flow from financing activities
Increase in financial liabilities
Decrease in financial liabilities
Purchase of treasury shares
Sale of treasury shares
Capital increase (share-based payments)
Purchase of non-controlling interests in Group companies
Distribution out of reserves from capital contributions
Total cash flow from financing activities
10 046
39 280
30
15
16
29
15
16
21
21
905
5 806
2 766
183
1 700
−50
3 401
29
876
−2 960
−5 481
17 221
2 643
43 282
1 555
−8 419
−11 060
45 222
−6 975
132
−2 058
0
−8 694
−17 595
14 640
−23 678
0
0
1 631
0
−13 633
−21 040
6 813
5 705
1 665
−631
1 730
843
1 443
45
1 228
−1 982
−8 093
48 046
−131
−27 815
−10 116
4 224
−4 153
10 055
−5 268
3 420
−6 040
−2 228
0
−10 116
4 000
−158
−693
1 083
0
1 082
−6 753
−1 439
Effect of currency translations on cash and cash equivalents
−1 074
−707
Increase (+) / decrease (–) in funds
5 513
−2 207
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
1) Less cash and cash equivalents acquired.
52 142
57 655
5
54 349
52 142
The notes on pages 57 to 95 are an integral component of these consolidated financial statements.
56
Consolidated statement of shareholders’ equity
2012
in TCHF
Attributable to equity holders of the parent company
Other reserves
Share
capital
Treasury
shares
Premium
Currency
differences
Retained
earnings
Non-control-
ling interest
Total share-
holders’ equity
Balance on 1 January 2012
Other comprehensive income
Group profit after taxes
Comprehensive income after taxes
Capital increase from exercise of options
Distribution out of reserves from capital
contributions
Share-based payments
340
−3 086
51 405
−23 529
221 864
0
4
−2 478
0
0
−2 478
1 627
−13 633
10 177
10 177
1 700
1 041
−16
−131
−147
248 035
−2 494
10 046
7 552
1 631
−13 633
1 700
Balance on 31 December 2012
344
−3 086
39 399
−26 007
233 741
894
245 285
2011
in TCHF
Attributable to equity holders of the parent company
Other reserves
Share
capital
Treasury
shares
Premium
Currency
differences
Retained
earnings
Non-control-
ling interest
Total share-
holders’ equity
Balance on 1 January 2011
Other comprehensive income
Group profit after taxes
340
−3 543
58 158
−23 220
180 788
−309
Comprehensive income after taxes
0
0
0
−309
Distribution out of reserves from capital
contributions
Transactions in treasury shares
Share-based payments
Purchase of non-controlling interest in
Group companies
−6 753
457
39 413
39 413
−67
1 730
0
92
−133
−41
212 523
−217
39 280
39 063
−6 753
390
1 730
1 082
1 082
Balance on 31 December 2011
340
−3 086
51 405
−23 529
221 864
1 041
248 035
The notes on pages 57 to 95 are an integral component of these consolidated financial statements.
57
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Notes to the consolidated financial statements
General information
1
The Komax Group is active in the manufacture of machines and as at 31 December 2012 employed
1 330 people worldwide (2011: 1 140 employees). The parent company, Komax Holding AG, is domiciled in
Dierikon, Canton Lucerne (Switzerland). The Komax Group’s business activities are focused on the devel-
opment, production, and sale of high-quality capital goods for precision engineering, electronics, and infor-
mation technology in the areas of wire-processing and automated production and assembly. The focus here
is on highly automated production systems for the automotive, household appliances, electronics, telecom-
munication, solar energy, and medical technology sectors. The Komax Group sells to the world market.
Komax has a network of 23 operating subsidiaries and around 50 independent agencies to ensure on-the-
spot sales and service support.
The present consolidated financial statements were adopted by the Board of Directors of Komax Holding
AG on 5 March 2013 and released for publication. Their approval by the Annual General Meeting, scheduled
for 3 May 2013, is pending.
Summary of significant accounting policies
2
The significant recognition and measurement policies used in compiling the consolidated financial state-
ments are presented in the paragraphs below. Unless otherwise stated, the methods described are always
applied to the periods reviewed.
Accounting policies
2.1
The consolidated financial statements of the Komax Group are based on the individual financial statements
of the Group companies, compiled in accordance with uniform standards, as at 31 December 2012. The
Group’s accounting is based on historical purchase or production cost. Exceptions to this rule relate to the
marking to market of financial assets available for sale, and the valuation of financial assets and liabilities
at agreed fair value with effect on the Income Statement (including derivative financial instruments). The
consolidated financial statements are structured in accordance with the International Financial Reporting
Standards (IFRS) published by the International Accounting Standards Board (IASB) and comply with Swiss
law and the Listing Rules of the SIX Swiss Exchange.
2.1.1
New standards and interpretations and amendments to published standards adopted
by the Group
Komax adopted the following new standards and amendments to existing standards in accordance with the
requirements for the financial year commencing 1 January 2012.
– IFRS 7, “Financial Instruments: Disclosures”. Amendment to the disclosure requirements for transfers of
financial assets.
– IAS 12, “Income Taxes”. Amendment to the measurement of deferred tax on the recovery of underlying
assets.
The changes to these standards currently have no impact on the consolidated financial statements of the
Komax Group.
58
2.1.2
New standards and interpretations and amendments to published standards that are not yet
obligatory and are not being applied by the Group at an early stage
– IAS 1, “Presentation of Financial Statements” (applicable from 1 July 2012). The amendment relates to the
disclosure of the statement of comprehensive income. No material changes are anticipated for the consoli-
dated financial statements of Komax.
– IFRS 9, “Financial Instruments” (applicable from 1 January 2015). This standard introduces new require-
ments in relation to the classification and measurement of financial instruments. The impact on the financial
statements of the Komax Group cannot yet be fully ascertained; from the current standpoint, however, no
material changes or influences are anticipated.
– IFRS 10, “Consolidated Financial Statements” (applicable from 1 January 2013). The standard replaces
the previous standard IAS 27, “Consolidated and Separate Financial Statements”, as well as the interpreta-
tion SIC 12, “Consolidation – Special Purpose Entities”, and introduces changes in the assessment of how
subsidiary companies are controlled. This may have an impact on a company’s scope of consolidation. No
material changes are expected for the consolidated financial statements of Komax.
– IFRS 11, “Joint Arrangements” (applicable from 1 January 2013). The new standard replaces the following
guidelines that have hitherto applied for questions of accounting for joint ventures: IAS 31, “Interests in
Joint Ventures”, and SIC 13, “Jointly Controlled Entities – Non-Monetary Contributions by Venturers”. It sets
out the conditions under which an investor is deemed to control a joint venture and must add it to the scope
of consolidation, as well as what information must be disclosed. No material changes are expected for the
consolidated financial statements of Komax.
– IFRS 12, “Disclosure of Interests in Other Entities” (applicable from 1 January 2013). The standard sets
out the information that must be disclosed in order to assess the existence of an interest in other entities as
well as the associated risks and repercussions for a company’s asset, financing, and income situation.
Above all, this is likely to lead to additional disclosures or to amendments to the presentation of the consoli-
dated financial statements.
– IFRS 13, “Fair Value Measurement” (applicable from 1 January 2013). The standard defines what is meant
by fair value, how market values should be measured, and what information should be reported. It is applied
when another IFRS considers that a fair value measurement is required. From today’s perspective, no
material changes or impact on the consolidated financial statements of Komax are expected.
– IAS 19, “Employee Benefits” (applicable from 1 January 2013). In this revised standard, the corridor ap-
proach (i.e. the immediate recognition of gains or losses in earnings) is no longer permissible; instead, the
actuarial gains or losses have to be recognized at the point they arise in other comprehensive income. The
annual costs of defined benefit plans now include the net interest expense or income as per the net position
of the plan while taking into account the discount rate for defined benefit obligations. Furthermore, both the
disclosure regulations and the definition of benefits arising from the termination of employment contracts
have been adjusted. As a result of the revised standard, the Komax Group expects greater volatility in pen-
sion plan assets and employee benefit liabilities, as well as in consolidated shareholders’ equity.
A number of other miscellaneous changes and improvements were made to numerous standards. None of
these changes are expected to have any significant impact on the financial statements of the Group.
59
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Scope of consolidation
2.2
2.2.1 Subsidiaries
The consolidated financial statements incorporate the individual financial statements of Komax Holding AG,
Dierikon, and its subsidiaries. The individual consolidated subsidiaries are listed on pages 106 and 107.
Subsidiaries are fully consolidated if Komax Holding AG exercises control over their financial and business
policies. As a rule, this is the case if Komax Holding AG directly or indirectly holds over 50% of the subsid-
iary’s voting capital. Subsidiaries are included in the consolidated financial statements (fully consolidated)
from the date when the Group assumes control. They are deconsolidated from the date when control ends.
Acquired subsidiaries are accounted for according to the acquisition method. Acquisition costs are equal to
the fair value of the assets assumed, equity instruments issued, and liabilities incurred or assumed at the
date of exchange. Costs directly assignable to acquisitions will be directly booked to the income statement.
Assets, liabilities, and contingent liabilities identified during a merger are recognized at fair value on first
consolidation, regardless of the extent of minority interests. The excess of the cost of acquisition over the
fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of
acquisition is less than the fair value of the net assets of the subsidiary acquired (negative goodwill), the dif-
ference is recognized directly in the income statement.
Intragroup transactions, balances, and unrealized gains and losses from transactions between Group com-
panies are eliminated.
2.2.2 Changes in the scope of consolidation
In 2012, Komax acquired 100% of the Japanese company MCM Cosmic KK, as well as 100% of TSK
Beteiligungs GmbH and all its subsidiaries. Further details on the acquisitions made in 2012 are provided in
Note 33 on pages 94 and 95. In the previous year 2011, Komax signed a joint venture agreement with
Yingkou Jinchen Machinery Co. Ltd., Yingkou City (Liaoning Province, China), as a result of which it ac-
quired 51% of the ordinary share capital of Komax Jinchen Solar Equipment (Yingkou) Co. Ltd. The com-
pany commenced its operating activity in the first half of 2011.
The above-mentioned acquisitions and new company foundation in 2011 aside, there were no changes in
the scope of consolidation either in the 2012 reporting year or in the prior year period.
2.2.3 Transactions with non-controlling interests
Komax treats transactions with non-controlling interests as equity capital transactions with the owners.
When non-controlling interests are acquired, the difference between the equivalent value paid per share and
the corresponding acquired interest in the carrying value of the net assets of the subsidiary company is rec-
ognized in shareholders’ equity. Any profit from the sale of non-controlling interests is likewise booked
under shareholders’ equity.
2.2.4 Shares in joint ventures and associates
Ownership interests of between 20% and 50% and joint ventures over which Komax Holding AG exercises
significant influence are accounted for according to the equity method and initially recognized at acquisition
cost. Cumulative changes in the value of such holdings after acquisition are reported in the income state-
ment and charged against the carrying value of the holding. If a cumulative loss equals or exceeds the value
of the Group’s interest in an associate, no further losses are recorded unless the Group has assumed obli-
gations for the associate or made payments on its behalf. Unrealized profits from transactions between
Group companies and associates are eliminated in proportion to the Group’s interest in the affiliate.
Interests of less than 20% are treated as held for trading and measured at fair value. They are reported
within “Securities”.
60
As at 31 December 2012 and 31 December 2011, Komax held a 30% stake in SLE quality engineering
GmbH & Co. KG and a 30% stake in SLE quality engineering Verwaltungs GmbH. Further details on these
associated companies are provided in Note 14 on page 81.
Komax held no investments below 20% and no interests in joint ventures at either 31 December 2012 or
31 December 2011.
Segment reporting
2.3
Komax’s reportable segments are based on the Group’s strategic business areas, in which products using
different technologies are manufactured and sold on the basis of independent marketing strategies. The
internal organizational structure is fully geared towards the individual business areas, each of which comes
under the responsibility of a separate head.
The Executive Committee of the Komax Group is designated as the chief operating decision-maker. The
Board receives financial information on the individual segments on a regular basis, enabling it to assess
their profitability and decide the operational allocation of resources to the various areas.
The financial data of the operating segments is established according to the same accounting principles set
out here. Transfer prices between the operating segments are set on an “arm’s length” basis. The Executive
Committee assesses the profitability of the segments on the basis of their earnings before interest and
taxes (EBIT). Information on the assets and liabilities of the individual segments is not reported to the chief
operating decision-maker, which is why such information is also not disclosed in external reporting.
In accordance with internal reporting to the chief operating decision-maker, the Group has been disclosing
information for its three business segments of Wire, Solar, and Medtech from the 2009 financial year on-
wards. The Wire segment essentially comprises the development, production, distribution, and mainte-
nance of wire processing machines and systems used primarily for wire production in the automotive and
electronics industries. The Solar segment develops and produces machinery and customer-specific pro-
cess solutions for the manufacturing of photovoltaic modules. The Medtech segment includes the design
and production of assembly systems for the pharmaceutical industry (Medtech) as well as the manufactur-
ing of assembly lines for inkjet cartridges (Inkjet). The development and manufacturing of systems for the
assembly of mechanical and electronic components in the automotive and electronics sector (Mechanical
and Electronic Systems Assembly) is also assigned to this segment.
61
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Currency conversion
2.4
2.4.1 Functional currency and reporting currency
Items included in the financial statements of each entity are measured using the currency that best reflects
the economic substance of the underlying events and circumstances relevant to that entity (the functional
currency). The consolidated financial statements are presented in Swiss francs, which is the functional cur-
rency of the parent company, Komax Holding AG.
2.4.2 Transactions and balances
Foreign currency transactions are translated into the functional currency at the rate prevailing on the date of
the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in
the income statement, except when taken to shareholders’ equity as a qualifying cash flow hedge.
2.4.3 Group companies
The earnings and balance sheet figures of foreign business units with a functional currency other than the
Swiss franc are translated to Swiss francs as follows:
a) Assets and liabilities are translated at the exchange rate on the balance sheet date for each such date.
b) Revenues and expenses are translated at the weighted average exchange rate for each income statement.
c) All exchange rate gains and losses are reported on a separate line within the other reserves under
shareholders’ equity.
Exchange rate differences arising from the translation of net investments in foreign business units are rec-
ognized under comprehensive income. When a foreign company is sold, these exchange rate differences
are reported in income as part of the gain or loss from the sale.
Goodwill and fair value adjustments occurring during the acquisition of a foreign company are treated as
assets and liabilities of the unit and translated at the exchange rate on the balance sheet date.
The most important year-end and average exchange rates were as follows:
Currency
USD
EUR
BRL
CNY
MYR
Year-end rate
31.12.2012
Average rate
2012
Year-end rate
31.12.2011
Average rate
2011
0.920
1.220
0.452
0.148
0.302
0.950
1.220
0.494
0.150
0.306
0.950
1.230
0.511
0.151
0.300
0.900
1.250
0.545
0.139
0.295
62
Property, plant and equipment
2.5
Property, plant and equipment are accounted for at historical acquisition or production cost less accumu-
lated depreciation. Depreciation is linear over the expected service lifetime. The specific depreciation
periods for various asset categories are:
Asset category
Machinery
Tools
Measuring, testing, and controlling devices
Operating installations
Warehouse installations
Vehicles
Office furnishings and office machines
Information technology
Factory buildings
Office buildings
Land
Years
7–10
7
5
10
10–14
5–8
5–10
3–5
33
40
no depreciation
Maintenance, repair, and minor renovation costs are charged directly to the income statement as expenses
when incurred. Renovation work that increases the value and extends the service life of a tangible asset is
capitalized if it is likely to generate future economic benefits for the Group, and the costs associated with
the asset value can be reliably measured.
Property, plant and equipment which have been eliminated from the business or sold are cleared from the
property, plant and equipment account at their acquisition cost and with the associated accumulated depreci-
ation. Any profits or losses resulting from the disposal of property, plant and equipment are recognized in the
income statement. Financing costs for property, plant and equipment under construction are capitalized.
Intangible assets
2.6
2.6.1 Goodwill
Goodwill represents the excess of the cost of acquisition of a company over the fair value of the Group’s
share of the net assets of the acquired company at the date of acquisition. Goodwill created through acqui-
sition of a company is reported under intangible assets. Goodwill carried on the balance sheet is subjected
to a semi-annual impairment test and measured at the original acquisition cost less cumulative impair-
ments. Impairments may not be reversed.
For purposes of the impairment test, goodwill is broken down across cash-generating units (CGUs). The
value is distributed over those CGUs or groups of CGUs that are expected to benefit from the merger that
gave rise to the goodwill.
2.6.2 Patents
Patents are recognized at historical acquisition cost less cumulative amortization.
2.6.3 Software
Purchased software licenses are capitalized at acquisition or production cost plus costs incurred in ready-
ing them for use. The total acquisition cost is amortized on a linear basis over three to five years. Costs as-
sociated with the development or maintenance of software are recorded as expenses at the time they are
incurred.
63
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
2.6.4 Research and development expenditure
Research and development costs are capitalized and written off on a straight-line basis over their useful life,
provided the criteria for capitalization are met. No such expenses were capitalized in the year under review
or in the previous year, as the future economic benefits of these expenses cannot be accurately estimated.
2.6.5 Technology
Acquired technology assets are recognized if they bring the company measurable benefits over a period of
several years. They are valued at acquisition cost minus linear depreciation. Acquisition costs are written
down in a linear way over a period of five to ten years.
Impairment of non-monetary assets
2.7
Assets with an indeterminate service lifetime are not amortized according to plan but subjected to an annual
impairment test. Assets subject to planned amortization are also tested for impairment if events or changes
in circumstances create a presumption that the carrying value can potentially no longer be realized. An
impairment is recorded in the amount by which the asset’s carrying value exceeds its realizable value. The
realizable value is the greater of the asset’s fair value less disposal costs and its use value. In determining
impairments, assets are grouped according to the smallest separately identifiable cash-generating units.
Financial assets
2.8
Financial assets are classified into the following categories: recognized at fair value through profit or loss,
loans and receivables, held to maturity, and available for sale. The classification depends on the purpose for
which a given financial asset was acquired. The financial assets recognized in the consolidated balance
sheet are assigned to the following categories:
in TCHF
Securities
Total held for trading
Cash and cash equivalents
Trade receivables
Other receivables
Other non-current receivables
Total loans and receivables
The financial liabilities are allocated to the following categories:
in TCHF
Derivative financial instruments
Total held for trading
Financial liabilities (current and non-current)
Trade payables
Other payables
Total at amortized cost
31.12.2012
31.12.2011
48
48
57 655
86 945
10 878
359
155 837
33
33
52 142
127 272
9 821
161
189 396
31.12.2012
31.12.2011
353
353
56 765
14 335
6 695
77 795
305
305
46 571
20 812
7 346
74 729
64
2.8.1 Financial assets at fair value through profit or loss
This category comprises two subcategories: assets classified as “Held for trading” from the beginning, and
those classified as “At fair value through profit or loss” from the beginning. A financial asset is assigned to
this category if it was purchased in principle with the intent of short-term resale or designated as such by
management. Derivatives also belong to this category if they are not qualified as hedges. Assets in this
category are reported as current assets if they are either held for trading or are expected to be realized
within 12 months of the balance sheet date.
The “Securities” item reported separately in the balance sheet of the Komax Group is classified as
“Financial assets held for trading”. Securities comprise capital market investments acquired for short-term
resale. Securities purchases are recorded at their market price on the date of purchase and subsequently
measured at fair value. Realized and unrealized gains and losses from changes in fair value are recognized
directly in income.
2.8.2 Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or calculable payments that are not
listed on an active market. They are regarded as current assets if they mature within 12 months of the bal-
ance sheet date. If the period to maturity exceeds 12 months, they are carried as non-current assets. Short-
term loans and receivables are reported in the consolidated balance sheet under “Cash and cash equiva-
lents”, “Trade receivables”, and “Other receivables and accrued income / prepaid expenses”, whereas
long-term receivables are reported under “Other long-term receivables”.
2.8.3 Financial investments held to maturity
Financial investments held to maturity are non-derivative financial assets with fixed or calculable payments
and a fixed maturity that the entity wishes and is able to hold to the maturity date. The Komax Group con-
solidated balance sheet does not include any financial assets in this category.
2.8.4 Financial assets available for sale
Financial assets available for sale are non-derivative assets that were either assigned to this category or not
assigned to any of those described above. They are carried as non-current assets unless management
intends to dispose of them within 12 months of the balance sheet date. Komax does not hold any financial
assets in this category.
Purchases and sales of financial assets are posted at the settlement date, i.e. the date when the asset is
transferred. Financial assets in the “At fair value through profit or loss” category are carried at fair value,
both at acquisition and after they are recognized for the first time. Associated transaction costs and gains
and losses from financial assets are reported on the income statement for the corresponding period. Loans
and receivables are carried at historical purchase price using the effective interest rate method.
Fair values of listed investments are based on current offer prices. For assets without an active market,
Komax applies suitable valuation measures to determine the fair value. These include reference to recent
“arm’s-length” transactions, current market prices of other similar assets, discounted cash flow
procedures, and option price models based as far as possible on market data and as little as possible on
company-specific data.
At each balance sheet date, a determination is made as to whether objective indications exist of impairment
of a financial asset or group of assets. Any impairments are charged to income in the corresponding period.
65
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Derivative financial instruments and hedging activities
2.9
Derivative financial instruments are initially measured at fair value as at the date when the contract is concluded.
Subsequent measurement is likewise at fair value as at each balance sheet date. The method used to measure
gains and losses depends on whether the derivative financial instrument was designated as a hedging instru-
ment and, if so, on the type of item hedged. Derivative financial instruments may be designated as:
a) hedges of fair value of a balance sheet asset or liability or off-balance-sheet fixed obligation (fair value hedge);
b) hedges against risks of payment flow fluctuations associated with a balance sheet asset or liability or an
anticipated and highly probable future transaction (cash flow hedge); or
c) hedges of a net investment in a foreign business operation (net investment hedge).
Since the Komax Group uses derivative financial instruments only to hedge against existing foreign ex-
change and interest rate risks, such instruments do not qualify for hedge accounting in terms of IAS 39.
Foreign currency surpluses are hedged in accordance with financial planning (economic hedges), so that
changes in fair value are charged directly to income as realized and unrealized gains or losses for the rele-
vant period. Only standardized instruments (currency forward and option contracts, interest rate and cur-
rency swaps) are used for hedging. Financing and hedging instruments are utilized in accordance with uni-
form rules throughout the Group.
Inventories
2.10
Inventories are measured at the lower of purchase or production cost and net sales price. Purchase or pro-
duction costs are determined using the weighted average method. Internally produced finished and semi-
finished goods are measured at production cost in accordance with the state of completion. Production
costs of finished and unfinished products include costs for product design, raw materials, direct personnel
costs, other direct costs, and overhead costs allocated to production (based on normal operating capac-
ity). Purchase and production costs do not include costs of debt capital since products do not qualify as
assets in the sense of IAS 23, “Borrowing Costs”, and any costs of debt capital cannot therefore be directly
attributed to products. The net sales price is the estimated proceeds of sale attainable in the normal course
of business, less the necessary variable selling costs.
2.11 Trade receivables
Trade accounts receivable are recorded at the original billed amount less provisions for bad debt. Bad debt
provisions are formed if there are objective indications that not all the Group’s accounts receivable will be
settled. Indications that an amount may not be recoverable include signs that the customer may be in seri-
ous financial difficulties or if bankruptcy or financial reorganization appears probable. The allowance is
stated separately and comprises the difference between the carrying amount of the receivable and the
recoverable amount. The amount of the allowance is charged to the income statement. An impairment loss
is posted if the receivable is no longer recoverable. Non-current receivables are discounted to account for
current value if the effects are material.
2.12 Manufacturing contracts
Manufacturing contracts in the automated assembly and production business units, involving the customer-
specific manufacture of systems, are valued according to the percentage-of-completion method (POC). On
the balance sheet, these are reported either under “Trade receivables” or “Other payables and accrued ex-
penses / deferred income”, depending on the degree to which they are underfinanced or overfinanced. The
percentage of completion is calculated according to the cost-to-cost method (costs incurred in relation to
overall estimated costs of the contract). Anticipated project losses are fully expensed in the income state-
ment. Any costs of debt capital are capitalized provided debt capital is raised for the purpose of financing
the project and provided its costs can be directly attributed to a manufacturing contract.
66
2.13 Non-current assets held for sale
Non-current assets held for sale are reported separately under current assets. Immediately before their
first-time classification as assets held for sale, the value of the assets is determined in accordance with pre-
vailing accounting principles. Subsequently, non-current assets held for sale are reported at the lower of
carrying amount and fair value minus cost to sell. Non-current assets held for sale are not depreciated/
amortized.
2.14 Cash and cash equivalents
Cash and cash equivalents includes banknotes, sight deposits and other current, highly liquid financial as-
sets with an original maturity of no greater than three months. Utilized current account overdrafts are shown
on the balance sheet as payables to credit institutions under current financial liabilities.
2.15 Shareholders’ equity
Ordinary shares are classified as equity. No preferred shares have been issued to date.
Costs directly attributable to the issue of new shares are disclosed in equity as a net deduction from the
proceeds.
Treasury shares are recognized at the average weighted cost of acquisition, including the transaction costs
assignable to them, and offset against equity. When treasury shares are purchased or sold, the considera-
tion paid or received will be offset against equity.
2.16 Dividend payment
Dividend distribution to the shareholders of Komax Holding AG is recognized as a liability in the consoli-
dated financial statements in the period in which the dividend distribution is approved by the company’s
shareholders.
2.17 Trade payables
Trade payables are valued initially at fair value, which is normally the amount originally invoiced, and sub-
sequently measured at amortized cost.
2.18 Financial liabilities
Financial liabilities are initially recognized at fair value after deducting any transaction costs. In subsequent
periods, they are measured at historical purchase price. Any differences between the amount paid out and
the amount due is reported in income over the duration of the liability.
Borrowings are classified as current liabilities unless the Group has an unconditional right to postpone
settlement of the debt until al least 12 months after the balance sheet date.
2.19 Deferred taxes
All the consolidated companies of the Komax Group are independently subject to tax, except for the com-
panies in the USA that are affiliated to Komax Holding Corp. (Komax Systems Rockford Inc., Komax Solar
Inc. and Komax Corp.). In the case of the other companies, it is not possible to offset the taxable profit of
one consolidated company with the loss of another. This should be remembered when comparing earnings
with the tax burden.
67
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Deferred and future tax expenses are calculated on the basis of the comprehensive liability method. This
method is based on the tax rates and tax regulations applicable on the balance sheet date or which have in
essence been enacted and are expected to apply at the time the deferred tax claim is realized or the de-
ferred tax liability is settled. Deferred and future taxes are calculated on the basis of the temporary differ-
ences in value between the individual balance sheets and balance sheets for tax purposes. Such differ-
ences primarily exist in the case of non-current assets, inventories, and some provisions. Deferred tax
assets are recognized in the amount corresponding to the probability that the Group companies in question
will generate sufficient future taxable income to absorb the relevant positive differences in the tax assets.
Deferred tax liabilities are provided on temporary differences arising on investments in subsidiaries and as-
sociates, except where the timing of the reversal of the temporary difference cannot be determined by the
Group and it is consequently probable that the temporary difference will not reverse in the foreseeable future.
2.20 Payments to employees
2.20.1 Employee benefits
Employee pension and retirement benefits are based on the regulations and prevailing circumstances in
those countries in which Komax is represented. In Switzerland, pension and retirement benefits are based
on the defined benefit model in conformity with IAS 19, “Employee Benefits”. The consequences of compli-
ance with IAS 19 for retirement benefits are detailed in Note 13. In the other countries, pension and retire-
ment benefits are provided under defined contribution schemes.
The provision for defined benefit plans stated in the balance sheet represents the present value of the
defined benefit obligation (DBO) on the balance sheet date less the fair value of plan assets, adjusted for
cumulative, non-recognized actuarial gains and losses. The DBO is calculated annually by an independent
actuary according to the projected unit credit method.
Past service costs are recognized immediately in income, unless the changes in the pension plan depend
on the employee remaining with the company for a predefined period (until the vesting period). In such an
event, the past service costs are amortized on a straight-line basis over the vesting period.
Actuarial gains and losses, which are based on experience adjustments and changes in actuarial assump-
tions, are recognized in the income statement over the employee’s expected remaining period of service
through the corridor approach.
In the case of defined-contribution plans, the Group funds public or private retirement plans on the basis of
statutory or contractual obligations or voluntary contributions. The Group has no payment obligations
beyond the payment of contributions. Contributions are recognized in personnel expenses as they become
due. Prepayments of contributions are recognized as assets to the extent that a right to repayment or a
reduction in future payments exists.
2.20.2 Share-based compensation
The Komax Group has initiated a share-based compensation plan involving grants of its own shares by way
of a capital increase. The fair value of the employee services received for the options is included in person-
nel expenses. The total amount of the expenses to be charged for employee options issued after 7 Novem-
ber 2002 and still locked in is amortized over the vesting period and recognized in expenses. At each
balance sheet date, the number of options expected to become exercisable and on which the reportable
current value is based is estimated. The effects of any potentially relevant changes in initial estimates are
taken into account in the income statement and by a corresponding charge to shareholders’ equity during
the remaining time to the vesting date. Payments received upon exercise of the options are credited to sub-
scribed capital (at par) and to capital reserves after deducting directly attributable transaction costs.
68
2.20.3 Other payments after termination of employment
There are no liabilities for payments to pensioners after termination of employment.
2.20.4 Payments triggered by termination of employment
In some countries, in which the Komax Group operates its own companies, there are local regulations for
payment triggered by termination of employment. Komax complied with these legal requirements. The cor-
responding expenses are booked under personnel expenses.
2.20.5 Profit sharing and bonus plans
For bonus payments and profit sharing, a liability is recognized based on an appraisal procedure involving
Group profit after certain adjustments and the beneficiary’s individual targets. A provision is recorded in the
consolidated financial statements in cases where a contractual liability exists. The expense is recognized in
income under personnel expenses.
2.21 Provisions
Provisions are recorded if the Group has a current legal or constructive obligation arising from a past event
and it is probable that settling this obligation will impact the asset base, and if the amount of the provision
can be reliably estimated.
Provisions for warranties are based on past payments, sales revenues in previous years, and current con-
tracts. Komax normally gives a one-year warranty on machines and systems.
The other provisions relate to various obligations and liabilities associated with past events, the perform-
ance of which will in all probability result in an outflow of funds.
2.22 Revenue recognition
The Komax Group’s consolidated income statement is compiled using the nature of expense method. Net
sales comprise the fair value of considerations received or receivable for the sale of goods and services in
the course of ordinary business activities after deducting VAT, returns, discounts and price reductions, and
eliminating intragroup sales. Revenues are recognized as described below.
2.22.1 Sale of goods
Revenue from the sale of goods is recognized when risk and rewards of ownership have been transferred to
the buyer. All expenses connected with sales are recognized on an accrual basis.
2.22.2 Sale of services
Revenue from the sale of services is recognized in accordance with progress on the service according to
the ratio of completed to still outstanding service to be performed during the financial year in which the ser-
vices are rendered.
2.22.3 Revenue recognition using the POC method
In the automated assembly and production field, revenue is recognized according to the POC method. The
Komax Group calculates the percentage of completion according to the ratio of production costs already
incurred to forecast total production costs.
2.22.4 Interest and dividend income
Interest income is accrued using the effective interest rate method. Dividend income is recognized at the
date when the right to receive the payment originates.
69
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
2.23 Leases
A lease under which a significant portion of the risks and rewards of ownership remains with the lessor is
regarded as an operating lease. Payments under operating leases (less any incentives provided by the
lessor) are charged to income on a linear basis over the duration of the lease agreement.
The Komax Group does not assume material liabilities from financial lease contracts.
Contractual relationships in which Komax acts as lessor are reported as financial leases if all risks and re-
wards associated with ownership are essentially transferred to the lessee. At the beginning of the lease,
lease payments are recognized in the balance sheet in the amount of the net investment value arising from
the lease. Revenue is recorded in the same way as the direct sale of goods. Financial income is spread over
the term of the lease.
Assets that are the subject of operating leases are reported in the balance sheet in accordance with their
properties and are written down at the normal rates for similar assets. Lease income is recognized in the in-
come statement on a linear basis over the term of the lease. Komax did not possess any significant assets
that were the subject of operating leases in either the 2012 reporting year or the previous year.
2.24 Government grants
Government grants are recognized if it is likely that the payments will be received and Komax can fulfil the
conditions attached to such subsidies. These are recognized in “Other operating income”, regardless of
when payment is received, and on a pro-rata basis in the period in which the associated costs are incurred,
and charged to the income statement as an expense. Grants relating to an asset are deducted from the
carrying amount.
2.25 Restatement of previous years’ figures
To ensure that figures are comparable, prior-year figures are restated if it becomes necessary when new
provisions of the International Financial Reporting Standards (IFRS) are applied or existing standards are
amended, or when changes are made in the presentation and structure of the financial statements during
the reporting period.
In the 2012 financial year, no changes were made that had a significant impact on the amounts stated in the
balance sheet, income statement or cash flow statement of the Komax Group.
70
Financial risk management
3
The Komax Group is exposed to various financial risks, for example currency, credit, liquidity, and interest
rate risks, through its business activities. The Group’s overall risk management strategy is focused on the
unpredictability of developments in the financial markets and is intended to minimize the potential negative
impact on the Group’s financial position. The Group uses derivative financial instruments to protect itself
against interest rate, currency, and credit risks. The risks are monitored and reported. Risk management is
conducted by the finance department of Komax Holding AG in conformity with the guidelines issued by the
Board of Directors. These guidelines set out procedures for the use of derivatives as well as dealing with
foreign currency, interest rate, and credit risks. The guidelines are binding for all subsidiaries of the Komax
Group.
In addition, Komax conducts extensive annual analyses of financial risks as part of its risk management. The
principal financial risks form an integral part of the internal control system (ICS) and are therefore subject to
systematic, periodic review. Further, in consultation with a bank, the Komax Group prepares an extensive
report each quarter on currency, interest, country, and customer risks, using the value-at-risk method. Due
to the increased volatility, the Group continually improved and extended its risk management, particularly in
relation to foreign exchange and country risks in emerging markets.
3.1 Currency risk
The Komax Group operates internationally and is therefore exposed to a variety of foreign-exchange risks.
Foreign currency risks arise from future cash flows, assets and liabilities recognized in the balance sheet,
and investment in foreign companies.
Foreign currency items are assessed centrally by Group Treasury as part of the rolling financial planning pro-
cess. Corporate guidelines specify that at least one third of foreign currency profits must be hedged through
forward rate contracts. Up to 100% of the amount must be hedged if the current exchange rate is below
the budgeted rate and the exchange rate for the foreign currency is expected to drop further relative to the
functional currency.
Komax is mainly exposed to currency risks relating to the US dollar and the euro. Assuming that the euro
had been 10% weaker against the Swiss franc on 31 December 2012 and that all other parameters had
been largely unchanged, the EBIT margin would have been 0.4 percentage points (2011: 0.2 percentage
points) lower. Conversely, if this exchange rate had been 10% higher, the margin would have risen by the
same amount. Assuming that the US dollar had been 10% weaker against the Swiss franc on 31 December
2012 and that all other parameters had been largely unchanged, the EBIT margin would have been 0.8 per-
centage points (2011: 1.0 percentage points) lower. Conversely, if this exchange rate had been 10% higher,
the margin would have risen by the same amount. The main reasons for these changes would have been
currency gains and losses on receivables, payables, and other current receivables and liabilities.
The Komax Group generated around 24% of sales in euros. The largest customer grouping in the eurozone
area is based in Germany, followed at some distance by customers in France, Italy, and Austria. Sales in the
other eurozone countries are relatively insignificant. As a result of the ongoing debt crisis, the Komax Group
has further tightened its credit policy and adjusted its processes accordingly. The Group is not currently
exposed to any exceptional default risks as a result of the difficult ongoing situation in certain eurozone
countries.
3.2 Credit risk
Credit risks may exist with regard to bank account balances, derivative financial instruments and receiv-
ables from customers. Banks must have a minimum credit rating of “A” before the Komax Group will enter
into a material business relationship with them. Moreover, all risks pertaining to cash and cash equivalents
are further minimized by using a variety of banks rather than one single bank.
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Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
There is no significant concentration of potential credit risks within the Group. There are binding policies to
ensure that sales to customers are made only if the customer has shown reasonable payment performance
in the past. Moreover, outstanding receivables are monitored at the corporate level on a monthly basis.
Contracts for derivative financial instruments and financial transactions are only entered into with banks of
the highest financial solidity. The Group also has a business policy that limits credit risk associated with indi-
vidual financial institutions through use of multiple banks.
Management does not anticipate any significant losses on the receivables outstanding as at 31 December
2012 that have not already been taken into account in the value adjustments as per Note 7.
The following table shows the receivables and credit limits of the main counterparties as of the reporting date:
in TCHF
Counterparty
Credit Suisse1)
UBS1)
Deutsche Bank1)
Customer A
Customer B
Customer C
Rating
Credit limit
Amount held
Credit limit
Amount held
31.12.2012
31.12.2011
A
A
A+
Group 2
Group 2
Group 2
25 000
24 000
8 739
n/a
n/a
n/a
14 538
8 293
6 369
3 860
3 284
2 690
20 000
20 000
12 357
n/a
n/a
n/a
10 333
10 321
11 621
5 326
4 973
3 006
1) Creditor as part of the CHF 120.0 million syndicated loan agreement under the stewardship of Credit Suisse (participating banks:
Basler Kantonalbank, Credit Suisse, Deutsche Bank, Luzerner Kantonalbank, UBS, and Zürcher Kantonalbank).
Komax assigns its customers to the following groups:
Group 1: New customer (business relationship established within the past 12 months).
Group 2: Existing customer (business relationship established more than 12 months ago) without defaults
in the past.
Group 3: Existing customer (business relationship established more than 12 months ago) with defaults
in the past.
3.3 Capital risk
In the management of its capital, the Komax Group pays special attention to ensuring that the Group is able
to continue to operate, that shareholders receive an appropriate return for their risks, and that financial
ratios are optimized, taking the cost of capital into account. To achieve these targets, Komax may adjust its
dividend payment, issue new shares, or sell assets in order to scale back its debt.
Komax monitors its capital structure principally through the gearing factor and net debt. The latter is calcu-
lated from the total outstanding interest-bearing debts of the Group, including liabilities from finance leas-
ing, minus cash and cash equivalents. The gearing factor is calculated by dividing net debt at the balance
sheet date by the operating profit before interest, taxes, depreciation, and amortization (EBITDA) over the
last 12 months (rolling). This resulted in a net cash position (previous year: net cash) at the end of the
reporting year, as cash and cash equivalents and securities exceeded existing financial liabilities as at
31 December 2012.
The Group’s financial liabilities are subject to externally regulated capital requirements (covenants). These
essentially provided for a maximum gearing factor of 2.75 as at 31 December 2012. In addition, the self-
financing ratio (i.e. the Group’s reported equity plus subordinated loans minus goodwill divided by total as-
sets less goodwill) may not fall below 50% at any balance sheet date.
The Komax Group has complied with all capital requirements since the contract signing date as well as at
31 December 2012.
72
Liquidity risk
3.4
Prudent liquidity risk management involves maintaining sufficient reserves of cash and cash equivalents and
liquid securities as well as financing capacity through an adequate volume of approved lines of credit. The
amount of cash required for operations is reviewed annually and monitored on a monthly basis by the
finance department. Given the business environment in which Komax operates, it is also essential for the
Group to maintain the necessary flexibility in financing by maintaining sufficient unused lines of credit.
The table below provides a breakdown of the Komax Group’s primary and derivative financial liabilities by
maturity, based on the remaining maturity from the reporting date until the contractually agreed payment
date. The table shows carrying amounts as the impact of discounting is negligible.
in TCHF
0–30 days
31–60 days
61–90 days 91–120 days
121 days
−1 year
1–5 years
Total
31.12.2012
Financial liabilities (current and non-current)1)
Trade payables
Other payables
Derivative financial instruments
31.12.2011
Financial liabilities (current and non-current)1)
Trade payables
Other payables
Derivative financial instruments
0
10 236
3 669
0
0
16 163
4 342
0
0
2 409
580
8
0
2 658
882
19
0
1 007
582
0
0
1 922
1 072
0
0
449
544
0
0
43
947
0
0
56 765
234
1 320
68
0
26
103
168
0
0
340
46 571
0
0
56
56 765
14 335
6 695
416
46 571
20 812
7 346
243
1) The cash outflow from future interest payments amounts to CHF 1.417 million for outstanding financial liabilities as at 31 December 2012 and CHF 0.777 million
for outstanding financial liabilities as at 31 December 2011.
Interest rate risk
3.5
Neither at 31 December 2012 nor at the previous year’s balance sheet date did the Komax Group possess
any assets that were subject to any material rate of interest.
The Group’s financial risk policy is to finance long-term investments with long-term liabilities, which gives
rise to an interest rate risk. If there is a significant interest rate risk, the related cash flow risks are hedged
through interest rate swaps. With respect to the syndicated loan, which as at 31 December 2012 had been
utilized to the amount of CHF 54.6 million (31 December 2011: CHF 44.0 million), an interest rate swap with
a notional principal amount of CHF 20.0 million was concluded for the entire contract period of around five
years which fixes the LIBOR rate at a level of 0.4875% p.a. Furthermore, the interest margin is dependent
on the level of indebtedness of the Group. As lending amounts are in each case drawn on in tranches with a
term of one to six months, the Komax Group is only subject to short-term fluctuations in LIBOR. The overall
risk with respect to changes in the market rate of interest is low. Moreover, there was a net cash position of
CHF 0.9 million as at 31 December 2012 (31 December 2011: net cash of CHF 5.6 million). For these
reasons, no sensitivity analysis of interest rate risk was undertaken.
3.6 Determination of fair value
The fair value of financial assets that are traded on an active market is calculated as the number of securities
held, multiplied by the closing price on the reporting date.
The fair value of financial assets that are not traded on an active market is determined with the aid of a
var iety of valuation methods.
73
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Key recognition and measurement assumptions
4
4.1 Key assumptions and sources of uncertainty in relation to estimates
Preparation of the consolidated financial statements in conformity with IFRS requires the Board of Directors
and Group Management to make estimates and assumptions, whereby such estimates and assumptions
have an effect on the accounting principles applied and are reflected in the amounts stated under assets,
liabilities, income, and expenses. Their estimates and assumptions are based on past experience and on
various other factors deemed applicable in the current situation. These form the basis for reporting those
assets and liabilities that cannot be measured directly from other sources. The actual values may differ from
these estimates.
Estimates and assumptions are reviewed at least on a quarterly basis. Changes in estimates are required
when the circumstances on which the estimates are based have altered, or when new or additional informa-
tion is available. These changes are recognized in the reporting period in which the estimate was adjusted.
The most important assumptions about future developments and most important sources of uncertainty in
relation to estimates that could necessitate significant adjustments to reported assets and liabilities over the
coming 12 months are shown below.
4.2 Recognition of revenue according to POC method
Automated assembly and production contracts are measured according to the POC method, provided the
assessment meets the requirements of IAS 11. Although projects are assessed monthly and in good faith in
accordance with comprehensive project management guidelines, subsequent corrections may be required.
These corrections are made in the following period and may have a positive or negative impact on revenue
in this period.
Impairment of non-current assets
4.3
Property, plant and equipment, goodwill, and intangible assets are tested for impairment at least twice each
year. To determine whether impairment exists, estimates are made of the expected future cash flows arising
from use. Actual cash flows may differ from the discounted future cash flows based on these estimates.
Factors such as changes in the planned use of property, plant and equipment, restructuring, reorganization,
and closure of facilities, changes in the market situation, technical deficiencies in relation to machinery and
systems, or sub-projected sales of machines, spare parts, and systems, may shorten useful life or result in
an impairment.
Employee benefits
4.4
Employees of the Group in Switzerland are insured under defined benefit retirement schemes in conformity
with IAS 19. Calculations of the reported credits and liabilities in relation to these schemes are based on
dynamic actuarial calculations as well as the expected return on the assets of the retirement plans. The
present value of the liabilities relating to the defined benefit schemes is particularly dependent on assump-
tions such as the discount rate used to calculate the present value of future pension liabilities, future rises in
salary, and increases in other compensation paid to employees. The Group’s independent actuaries addi-
tionally use statistical data such as the likelihood of departure and mortality rate of insured individuals. The
actuaries’ assumptions may differ substantially from actual events due to changes in market conditions and
the economic environment, higher or lower rates of departure, longer or shorter life expectancy of insured
individuals, as well as other estimated factors. These differences may have an influence on the assets and
liabilities stated in relation to employee benefits in future reporting periods.
74
Provisions
4.5
In relation to machines and systems already delivered, Komax calculates the necessary warranty provisions
on the balance sheet date on the basis of analysis and estimates in conformity with IAS 37. The actual costs
may differ from the provisions stated. Any differences may affect the provision carried for warranty events in
future reporting periods and therefore the reported result for the period.
Current and deferred income taxes
4.6
In determining the assets and liabilities from current and deferred income taxes, estimates must be made
on the basis of existing tax laws and ordinances. Numerous internal and external factors may have favour-
able and unfavourable effects on the assets and liabilities from income taxes. These factors include changes
in tax laws and ordinances, as well as the way they are interpreted, in addition to changes in tax rates and
the total amount of taxable income for the particular location. Any changes may affect the assets and liabil-
ities from current and deferred income taxes carried in future reporting periods.
Cash and cash equivalents
5
The cash and cash equivalents amounting to CHF 57.7 million (2011: CHF 52.1 million) include demand
deposits and call money. The composition of the call money and the applicable interest rates can be found
in the table below.
Currency
EUR
EUR
INR
JPY
SGD
Total
6
Securities
in TCHF
Shares
Total
Interest rate
31.12.2012
TCHF
Interest rate
31.12.2011
TCHF
1.200%
0.000%
7.000%
0.020%
0.063%
1.200%
0.700%
0.000%
0.000%
0.050%
29
0
69
13
112
223
65
1 169
0
0
108
1 342
31.12.2012
31.12.2011
48
48
33
33
The Komax Group uses forex forward and option contracts as well as interest rate and currency swaps to
hedge currency and interest rate risks on cash and cash equivalents. As at 31 December 2012, an interest
rate swap with a notional principal amount of CHF 20.0 million and a negative fair value of CHF 0.35 million
(31 December 2011: CHF 20.0 milion with a negative fair value of CHF 0.31 million) was outstanding.
The following volumes were transacted in the corresponding financial year:
2012: EUR none, USD 4.1 million
2011: EUR 0.8 million, USD 12.8 million
Negative fair values are included in the “Other payables and accrued expenses / deferred income” item,
positive fair values under “Other receivables and accrued income / prepaid expenses”.
75
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
7
Trade receivables
in TCHF
Trade receivables
less provision for impairment
Accruals for systems1)
less prepayments for systems
Receivables arising from POC
31.12.2012
31.12.2011
75 509
−5 136
80 005
−63 433
16 572
96 762
−4 061
130 243
−95 672
34 571
Total
86 945
127 272
1) For manufacturing contracts of systems, the inventory includes all costs associated with the systems as well as the production
costs. The order costs comprise all costs attributable to the contract from the date the order is received until the balance sheet
date. The order proceeds per manufacturing contract are recorded as at 31 December according to the POC.
The carrying value of trade receivables corresponds to the fair value of the goods and services in question.
The total amount of costs incurred and profits disclosed (less disclosed losses) on manufacturing contracts
amounted to CHF 122.7 million as at 31 December 2012 (2011: CHF 170.7 million). Overfinanced projects
totalling CHF 42.7 million (2011: CHF 40.5 million) are included in the “Other payables and accrued
expenses / deferred income” item (see Note 19), while underfinanced projects in the amount of CHF 80.0
million (2011: CHF 130.2 million) are stated under “Trade receivables”. Net sales for 2012 include sales on
manufacturing contracts which remained outstanding on the balance sheet date and amounted to CHF 37.6 mil-
lion (2011: CHF 113.0 million), equivalent to 13.1% of net sales for 2012 (2011: 30.5%). CHF 36.3 million
(2011: CHF 90.6 million) of this represents costs incurred and CHF 1.3 million (2011: CHF 22.4 million) rec-
ognized contribution margins.
Overdue trade receivables that had not been written down amounted to CHF 18.1 million on 31 December 2012
(31 December 2011: CHF 34.1 million). Their maturity structure is set out in the following table:
in TCHF
as at 31.12.2012
as at 31.12.2011
0–30
4 748
10 031
31–60
3 552
6 565
61–90
2 061
8 357
91–120
1 684
2 390
>120
6 090
6 748
Total
18 135
34 091
Number of days
No collateral has been received as security for overdue trade receivables for which no valuation allowance
has been made.
Valuation allowances totalling CHF 5.1 million were recognized for trade receivables as at 31 December 2012
(31 December 2011: CHF 4.1 million). The table shows the change in valuation allowances:
in TCHF
Total 1 January
Allowances for doubtful accounts
Change in scope of consolidation
Depreciation of irrecoverable receivables
Unused amounts reversed
Currency differences
Total 31 December
2012
4 061
1 568
107
−213
−265
−122
5 136
2011
1 537
2 645
0
−114
−108
101
4 061
76
Trade receivables are classified into the three main currencies used by the Group, with a fourth group for all
other currencies.
in TCHF
CHF
EUR
USD
Other currencies
31.12.2012
31.12.2011
26 184
11 702
23 313
14 310
34 102
12 140
33 754
16 766
Total trade receivables (gross)
75 509
96 762
8
Other receivables and accrued income / prepaid expenses
in TCHF
Other receivables
Prepayments to suppliers
Accruals
Total
31.12.2012
31.12.2011
9 164
1 714
3 910
6 850
2 971
4 101
14 788
13 922
Other receivables mainly comprise tax credits due from state authorities (tax authorities). The accruals in-
clude amongst others prepayments for insurance benefits and credits for maintenance and servicing work
not yet carried out.
9
Inventories
in TCHF
Manufacturing components and spare parts
Semi-finished goods / work in process
Finished goods
Total
The inventories are not pledged to third parties.
The change in write-downs of inventories is as follows:
in TCHF
Total 1 January
Write-downs charged to income statement
Change in scope of consolidation
Used to write off obsolete inventories
Unused amounts reversed
Currency differences
Total 31 December
31.12.2012
31.12.2011
30 629
3 614
23 964
24 332
8 433
22 860
58 207
55 625
2012
9 903
4 714
561
−1 931
−790
−186
2011
7 428
5 813
0
−2 247
−1 013
−78
12 271
9 903
The expenditure recognized in the income statement in connection with the value adjustments of inven-
tories amounts to CHF 3.9 million (2011: CHF 4.8 million).
77
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
10 Non-current assets held for sale
The non-current asset held for sale with a carrying value of CHF 0.7 million as at 31 December 2012 (2011:
CHF 0) is a building in Rousset (France) which is no longer used for its original purpose. The search for a
buyer was commenced in 2012, and the sale of this building is expected within the next 12 months. As at
31 December 2012, there were no liabilities in connection with the building earmarked for sale.
Deferred taxes
11
11.1 Statement of carrying values
in TCHF
31.12.2012
31.12.2011
Property, plant and equipment / intangible assets
Trade receivables and inventories1)
Provisions
Tax-loss carryforwards
Tax credits
Other items
Total deferred tax assets (gross)
Offset against deferred tax liabilities
Balance sheet deferred tax assets
Property, plant and equipment / intangible assets
Trade receivables and inventories
Provisions
Other items
Total deferred tax liabilities (gross)
1 470
5 262
1 320
7 614
2 176
859
620
4 877
647
1 359
2 300
924
18 701
10 727
−4 202
−3 853
14 499
5 288
1 897
634
501
8 320
6 874
4 605
2 128
659
443
7 835
Offset against deferred tax assets
−4 202
−3 853
Balance sheet deferred tax liabilities
Net deferred tax assets (+) / tax liabilities (–)
1) Including unrealized intragroup profits.
11.2 Statement of changes
in TCHF
Net total as at 1 January
Deferred tax income (+) / tax expense (–)
Change in scope of consolidation
Currency translation differences
Net total as at 31 December
4 118
10 381
2012
2 892
5 719
2 206
−436
10 381
3 982
2 892
2011
−715
3 513
0
94
2 892
78
The total of the temporary differences relating to investments in affiliated companies for which no deferred
taxes have been reported came to CHF 35.2 million as at 31 December 2012 (2011: CHF 18.3 million). All
changes in deferred taxes are included in the income statement for the corresponding periods. As at
31 December 2012, deferred tax assets of CHF 4.9 million (2011: CHF 3.0 million) in connection with tax-
loss carryforwards of CHF 16.6 million (2011: CHF 9.3 million) were not capitalized. Thereof CHF 5.9 million
will expire between 1–5 years and CHF 10.7 million in more than 5 years.
12
Other non-current receivables
in TCHF
31.12.2012
31.12.2011
Present value of minimum lease payments
Rent deposit and other non-current receivables
Total
178
181
359
54
107
161
Komax has lease agreements with various customers for the financing of machine purchases. The leasing
period is normally between 36 and 60 months. The agreements are subject to termination, with the lessee
being required to bear the cost of termination. All agreements envisage the purchase of the leased asset at
the end of the term, either as a fixed agreement or in the form of a purchase option. It is the duty of the les-
see to ensure that the leased asset is properly insured. Non-current receivables from financing leases are
recognized in the “Other non-current receivables” item, current receivables from financing leases in the
“Trade receivables” item. Details can be found in the table below:
in TCHF
31.12.2012
31.12.2011
Gross investment in the lease
less unguaranteed residual value in favour of lessor
less unearned finance income
Present value of minimum lease payments
in TCHF
Gross investment in the lease
Present value of minimum lease payments
in TCHF
Gross investment in the lease
Present value of minimum lease payments
360
−17
−43
300
0–1 year
1–5 years
143
122
217
178
0–1 year
1–5 years
124
108
56
54
180
0
−18
162
31.12.2012
Total
360
300
31.12.2011
Total
180
162
As at 31 December 2012, just as on the previous year’s balance sheet date, no value adjustments needed
to be recognized for irrecoverable minimum lease payments.
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
79
2011
8 363
3 026
269
2012
7 401
3 079
269
13
Employee benefits (IAS 19)
in TCHF
Current service cost
Interest cost
Amortization of service cost not yet recorded
Total employee benefits expenditure of the Komax Group
10 749
11 658
Expected return on plan assets
Employee contributions
Total employee benefits income of the Komax Group
3 766
2 584
6 350
3 886
2 573
6 459
Employee benefits result of the Komax Group1)
−4 399
−5 199
Employer contributions
Prepayments to the employee benefits plan during the financial year
4 449
50
4 355
−844
1) The employee benefits expenditure of CHF 4.399 million (2011: CHF 5.199 million) is recognized in the income statement under
personnel expenses.
Komax maintains retirement benefit plans for its employees in Switzerland and abroad. In conformity with
IFRS, the retirement benefit plans in Switzerland are defined benefit schemes. For the principal defined
benefit pension schemes, the net expenditure for employee benefits is shown above. Benefits in accord-
ance with IAS 19 are recognized in the balance sheet of the Komax Group under “Prepaid pension assets”
and in the consolidated income statement under “Personnel expenses”.
The changes in prepayments recorded in the consolidated balance sheet with respect to the defined benefit
schemes were as follows:
in TCHF
Total 1 January
Employee benefits costs of the Komax Group
Employer contributions
Total 31 December
Defined benefit obligations developed as follows:
in TCHF
Total 1 January
Current service cost
Interest cost
Payments made to and by beneficiaries (net)
Actuarial gains (–) / losses (+)
Total 31 December
2012
969
−4 399
4 449
2011
1 812
−5 199
4 355
1 019
969
2012
2011
111 974
110 032
7 401
3 079
−3 471
1 355
8 363
3 026
−6 348
−3 099
120 338
111 974
80
The present value of plan assets developed as follows:
in TCHF
Total 1 January
Expected return on plan assets
Employee contributions
Employer contributions
Payments made to and by beneficiaries (net)
Actuarial gains (+) / losses (–)
2012
2011
100 421
103 628
3 766
2 584
4 449
−3 471
4 068
3 886
2 573
4 355
−6 348
−7 673
Total 31 December
111 817
100 421
Available assets break down as follows:
%
Assets held in shares
Assets held in bonds
Assets held in real estate
Other assets
Total
31.12.2012
31.12.2011
31.0
23.4
29.7
15.9
31.9
25.1
32.1
10.9
100.0
100.0
The available assets of the retirement benefit scheme of Komax AG do not include shares of Komax Holding
AG or real estate properties used by the Group. The expected return on assets is based on the investment
policy of the Board of Trustees. Expected returns on fixed-interest investments are based on the effective
gross interest rates at the balance sheet date. Expected returns from equity securities reflect the effective
returns empirically determined as obtainable in the long term on the respective markets.
The following table contains information concerning the current state of overfunding or underfunding of the
retirement benefit schemes operated in Switzerland and the figures in the consolidated balance sheet:
in TCHF
Fair value of plan assets
Present value of funded obligations
Overfunding (+) / underfunding (–)
Unrecognized actuarial gains (–) / losses (+)
Unrecognized past service cost
31.12.2012
31.12.2011
111 817
−120 338
−8 521
1 391
8 149
100 421
−111 974
−11 553
10 862
1 660
Recognized as assets in the consolidated balance sheet
1 019
969
The return on plan assets in the 2012 reporting year was CHF 7.834 million (2011: CHF –3.787 million).
Employer contributions for the 2013 business year are expected to amount to CHF 4.449 million.
81
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
The following table shows the degree of cover (funding) of defined benefit obligations, the effect of differ-
ences in the expected and the effective return on plan assets, and the actuarial adjustments to benefit obli-
gations in the past five years:
in TCHF
31.12.2012
31.12.2011
31.12.2010
31.12.2009
31.12.2008
Fair value of plan assets
Present value of funded obligations
Overfunding (+) / underfunding (–)
Difference between expected and effective
return on plan assets
Actuarial adjustments to benefit obligations
111 817
−120 338
−8 521
4 068
1 587
100 421
−111 974
−11 553
−7 673
4 552
103 628
−110 032
−6 404
388
2 341
102 123
−105 584
−3 461
5 206
3 335
95 266
−105 297
−10 031
−25 153
−354
The retirement benefit liabilities are valued using assumptions based on the following economic and demo-
graphic parameters (weighted average):
%
Discount rate
Estimated wage growth rate
Increase in current pensions (expectancy of future benefits)
Expected return on plan assets
Average life expectancy on reaching retirement at age 65 or 64, respectively:
Years
Men
Women
2012
2.00
1.00
0.00
3.75
2012
18.9
21.4
2011
2.75
1.00
0.00
3.75
2011
18.9
21.4
Defined-contribution retirement schemes
No costs for defined-contribution plans of foreign subsidiaries had to be recognized in the income statement
under personnel expenses, neither in the 2012 business year nor in the previous year. The liabilities aris ing
from these retirement benefit plans amounted to CHF 0.09 million as at 31 December 2012 (31 December
2011: CHF 0.11 million). They are recognized in the balance sheet under “Other payables and accrued ex-
penses/deferred income”.
Investments in associates
14
As at 31 December 2012 and 31 December 2011, Komax held a 30% stake in SLE quality engineering
GmbH & Co. KG and a 30% stake in SLE quality engineering Verwaltungs GmbH. The investment value in
the associated company is calculated via the equity method. The valuation of investments as at
31 December 2012 was based on the unaudited financial statements. Any changes in these statements will
be taken into account in the following period. The investment value of CHF 2.0 million reported as at
31 December 2012 (previous year: CHF 2.1 million) is equivalent to the proportion of equity held. There are
no contingent liabilities. The proportion of profit is negligible and included in the “Other operating expenses”
under “Other expenditure”.
82
Property, plant and equipment
15
15.1 Property, plant and equipment 2012
Changes in gross values
in TCHF
Asset category
Movables
Machinery
Tools / operating equipment
Warehouse equipment
Vehicles
Office furnishings
Information technology
Prepayments for movables
Total movables
Real estate
Buildings1)
Land
Prepayments for real estate
Total real estate
Costs
1.1.2012
Currency
differences
Reclassifi-
cations
Additions
Change in
scope of con-
solidation
Disposals
Costs
31.12.2012
15 446
−179
5 844
1 764
2 428
7 557
4 628
14
−33
−11
−35
−58
−30
0
37 681
−346
72 263
11 625
0
83 888
−350
−57
0
−407
0
0
0
0
14
0
−14
0
−720
0
0
−720
3 489
449
109
448
238
539
260
1 094
56
4
326
134
20
0
−951
−272
−4
−295
−166
−159
0
18 899
6 044
1 862
2 872
7 719
4 998
260
5 532
1 634
−1 847
42 654
1 389
0
54
1 443
2 838
862
0
3 700
−581
0
0
−581
74 839
12 430
54
87 323
Total
121 569
−753
−720
6 975
5 334
−2 428
129 977
Changes in depreciation
in TCHF
Asset category
Accumulated
depreciation
1.1.2012
Currency
differences
Reclassifi-
cations
Accumulated
depreciation
on disposals
Depreciation
2012
Accumulated
depreciation
31.12.2012
Net value property,
plant & equipment
31.12.2012
Movables
Machinery
Tools / operating equipment
Warehouse equipment
Vehicles
Office furnishings
Information technology
Prepayments for movables
Total movables
Real estate
Buildings1)
Land
Prepayments for real estate
Total real estate
8 973
3 532
1 097
1 349
3 933
3 770
0
−36
−16
−5
−16
−36
−21
0
22 654
−130
30 889
0
0
30 889
−93
0
0
−93
Total
53 543
−223
0
0
0
0
0
0
0
0
−61
0
0
−61
−61
−828
−192
−4
−230
−164
−159
0
1 445
450
98
387
663
401
0
9 554
3 774
1 186
1 490
4 396
3 991
0
9 345
2 270
676
1 382
3 323
1 007
260
−1 577
3 444
24 391
18 263
−505
2 362
32 592
0
0
0
0
0
0
−505
2 362
32 592
42 247
12 430
54
54 731
−2 082
5 806
56 983
72 994
1) T he reclassifications include the building that was reclassified under “Non-current assets held for sale”.
No impairments had to be booked on property, plant and equipment during the 2012 reporting year. As at
31 December 2012, no contractual obligations were existing in respect of the acquisition of property, plant and
equipment. Future liabilities arising from operating lease agreements amount to: due 2013: CHF 2.5 million;
due 2014–2017: CHF 6.4 million.
83
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
15.2 Property, plant and equipment 2011
Changes in gross values
in TCHF
Asset category
Movables
Machinery
Tools / operating equipment
Warehouse equipment
Vehicles
Office furnishings
Information technology
Prepayments for movables
Total movables
Real estate
Buildings1)
Land
Prepayments for real estate
Total real estate
Costs
1.1.2011
Currency
differences
Reclassifi-
cations
Additions
Disposals
Costs
31.12.2011
15 588
5 775
1 956
2 145
7 099
6 100
526
39 189
74 776
11 656
46
86 478
−13
63
−15
−18
1
−15
0
3
−97
−31
0
−128
205
−2
0
0
323
0
−526
0
46
0
−46
0
1 743
1 261
0
717
366
374
14
−2 077
−1 253
−177
−416
−232
−1 831
0
15 446
5 844
1 764
2 428
7 557
4 628
14
4 475
−5 986
37 681
793
0
0
793
−3 255
0
0
−3 255
72 263
11 625
0
83 888
Total
125 667
−125
0
5 268
−9 241
121 569
Changes in depreciation
in TCHF
Asset category
Accumulated
depreciation
1.1.2011
Currency
differences
Reclassifi-
cations
Accumulated
depreciation
on disposals
Depreciation
2011
Accumulated
depreciation
31.12.2011
Net value property,
plant & equipment
31.12.2011
Movables
Machinery
Tools / operating equipment
Warehouse equipment
Vehicles
Office furnishings
Information technology
Prepayments for movables
Total movables
Real estate
Buildings1)
Land
Prepayments for real estate
Total real estate
9 749
3 832
1 176
1 404
3 501
5 168
0
−16
−6
−4
−9
−11
−17
0
24 830
−63
29 563
0
0
29 563
−40
0
0
−40
Total
54 393
−103
0
0
0
0
0
0
0
0
0
0
0
0
0
−2 004
1 244
−863
−176
−406
−223
−1 831
0
−5 503
569
101
360
666
450
0
8 973
3 532
1 097
1 349
3 933
3 770
0
6 473
2 312
667
1 079
3 624
858
14
3 390
22 654
15 027
−949
2 315
30 889
0
0
0
0
0
0
−949
2 315
30 889
41 374
11 625
0
52 999
−6 452
5 705
53 543
68 026
1) Restatement: adjustment of gross prior-year figures for disposals without impact on net values of buildings.
No impairments had to be booked on property, plant and equipment during the 2011 reporting year. As at
31 December 2011, no contractual obligations were existing in respect of the acquisition of property, plant and
equipment. Future liabilities arising from operating lease agreements amounted to: due 2012: CHF 2.5 million;
due 2013–2016: CHF 6.8 million.
84
16
16.1
Intangible assets
Intangible assets 2012
Changes in gross values
in TCHF
Asset category
Intangible assets
Software
Patents
Goodwill
Technology
Prepayments
Total
Changes in depreciation
in TCHF
Asset category
Intangible assets
Software
Patents
Goodwill
Technology
Prepayments
Total
Costs
1.1.2012
Currency
differences
Reclassifi-
cations
Additions
Change in
scope of con-
solidation
Disposals
Costs
31.12.2012
11 488
4 147
26 126
4 523
348
−47
−1
−248
0
0
348
2 012
0
0
0
−348
0
0
0
46
111
0
4 684
12 828
0
−338
0
0
0
0
13 574
4 146
30 562
17 351
46
46 632
−296
0
2 058
17 623
−338
65 679
Accumulated
depreciation
1.1.2012
Currency
differences
Reclassifi-
cations
Accumulated
depreciation
on disposals
Depreciation
2012
Accumulated
depreciation
31.12.2012
Net value
intangible assets
31.12.2012
7 741
4 121
0
431
0
−30
−1
0
0
0
12 293
−31
0
0
0
0
0
0
−338
1 511
0
0
0
0
10
0
1 245
0
8 884
4 130
0
1 676
0
4 690
16
30 562
15 675
46
−338
2 766
14 690
50 989
Goodwill impairment test
Goodwill acquired through previous acquisitions is allocated to the cash generating units at operating seg-
ment level. The allocation is determined by the strategic intention behind the acquisition of each entity.
Cash-Generating Unit (CGU)
in TCHF
Wire
Solar
Medtech (MTS)
Inkjet (INJ)
Total
Segment
31.12.2012
31.12.2011
Wire
Solar
Medtech
Medtech
14 942
3 661
10 005
1 954
10 330
3 765
10 076
1 955
30 562
26 126
The recoverable amount of a CGU is obtained from the calculation of its value in use. These calculations are
based on projected cash flows derived from the five-year plan issued by the Board of Directors. Assump-
tions for the calculation of value in use were as follows:
2012
Gross profit margin
Average growth rate
Discount rate (pre-tax)
Wire
59.6%
8.2%
6.2%
Solar
42.1%
61.2%
6.5%
MTS
50.6%
14.2%
5.7%
INJ
31.2%
4.2%
6.2%
85
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
2011
Gross profit margin
Average growth rate
Discount rate (pre-tax)
Wire
58.5%
0.5%
6.7%
Solar
44.0%
16.4%
6.8%
MTS
50.7%
3.7%
6.2%
INJ
35.6%
−9.0%
6.5%
Management has determined the budgeted gross profit margin based on past developments and expect-
ations regarding the future development of the market. The discount rates applied are interest rates before
taxes and reflect the specific risks of the operating segments in question.
The impairment test performed showed that the value of the goodwill was sustainable and revealed no
signs of any impairment.
16.2
Intangible assets 2011
Changes in gross values
in TCHF
Asset category
Intangible assets
Software
Patents
Goodwill
Technology
Prepayments
Total
Changes in depreciation
in TCHF
Asset category
Intangible assets
Software
Patents
Goodwill
Technology
Prepayments
Total
Costs
1.1.2011
Currency
differences
Reclassifi-
cations
Additions
Disposals
Costs
31.12.2011
10 918
4 147
26 126
0
16
−13
0
0
0
0
16
0
0
0
−16
1 169
−602
0
0
4 523
348
0
0
0
0
11 488
4 147
26 126
4 523
348
41 207
−13
0
6 040
−602
46 632
Accumulated
depreciation
1.1.2011
Currency
differences
Reclassifi-
cations
Accumulated
depreciation
on disposals
Depreciation
2011
Accumulated
depreciation
31.12.2011
Net value
intangible assets
31.12.2011
7 130
4 112
0
0
0
−12
0
0
0
0
11 242
−12
0
0
0
0
0
0
−602
1 225
0
0
0
0
9
0
431
0
7 741
4 121
0
431
0
3 747
26
26 126
4 092
348
−602
1 665
12 293
34 339
Ownership restrictions for own liabilities
17
Assets pledged to secure own liabilities:
in TCHF
Book value real estate
Lien on real estate
Utilization (indemnification syndicated loan)
31.12.2012
31.12.2011
46 772
52 710
57 350
47 733
52 965
46 963
Real estate consists of land and buildings in Switzerland and North America.
86
Trade payables
18
The carrying amounts of trade payables are allocated to the currencies shown in the table. The carrying
amounts reflect their fair value.
in TCHF
CHF
EUR
USD
Other currencies
Total trade payables
19
Other payables and accrued expenses / deferred income
in TCHF
Other payables
Liabilities related to defined contribution plans
Prepayments by customers
Accrual for personnel expenses
Commission payments to representatives
Invoices not yet received
Other accruals
31.12.2012
31.12.2011
7 335
2 840
2 069
2 091
8 735
4 222
4 209
3 646
14 335
20 812
31.12.2012
31.12.2011
6 695
300
1 624
8 344
1 455
813
2 658
7 346
265
2 211
8 607
1 909
1 741
2 654
Accrued expenses / deferred income
14 894
17 122
Prepayments on systems1)
less accruals/deferrals in respect of systems
Liabilities arising from POC
Total
1) See also Note 7.
48 299
−42 707
5 592
49 406
−40 479
8 927
27 481
33 660
Other payables mainly comprise amounts due to state authorities (tax authorities). Their carrying amounts
are allocated to the currencies shown in the table:
in TCHF
CHF
EUR
USD
Other currencies
Total other payables
31.12.2012
31.12.2011
4 857
388
49
1 401
6 695
4 776
421
127
2 022
7 346
87
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
20
Provisions
in TCHF
Warranty provisions
Total 1 January
Additional provisions
Change in scope of consolidation
Amounts utilized during the year
Unused amounts reversed
Currency differences
2012
2011
3 280
4 446
259
−3 057
−216
−66
3 430
2 490
0
−2 304
−327
−9
Total 31 December
4 646
3 280
Warranty provisions include material and personnel costs in relation to warranty work. Provisions for war-
ranty are reviewed and adjusted annually.
in TCHF
Other provisions
Total 1 January
Additional provisions
Amounts utilized during the year
Unused amounts reversed
Currency differences
Total 31 December
2012
2011
0
1 464
0
0
0
1 464
0
0
0
0
0
0
As at 31 December 2012, the other provisions include the provision for restructuring charges.
21
Financial loans
Credit Suisse, Zurich1)
Credit Suisse, Zurich1) 2)
Credit Suisse, Zurich1)
Credit Suisse, Zurich1)
M&T Bank, York (PA)
Total
Currency
2012
Interest rate
31.12.2012
in TCHF
2011
Interest rate
31.12.2011
in TCHF
CHF
CHF
CHF
EUR
USD
1.30%
0.80%
0.00%
1.43%
3.75%
20 000
19 415
0
14 640
2 710
56 765
2.06%
0.89%
0.88%
0.00%
3.75%
20 000
18 606
5 000
0
2 965
46 571
1) Utilized credit facilities as part of the CHF 120.0 million syndicated loan agreement under the stewardship of Credit Suisse
(participating banks: Basler Kantonalbank, Credit Suisse, Deutsche Bank, Luzerner Kantonalbank, UBS, and Zürcher Kantonalbank).
2) Utilized credit line amounting to CHF 20.0 million as at 31 December 2012 (31 December 2011: CHF 19.0 million) less transaction
costs of CHF 0.6 million (31 December 2011: CHF 0.4 million).
As at 31 December 2012, the Komax Group had unutilized credit lines of CHF 60.9 million (31 December
2011: CHF 56.5 million). The average interest on financial loans was 1.29% in 2012, compared with 2.08%
in the previous year. The fair value of non-current financial loans corresponds to their carrying value.
Share capital
22
As at 31 December 2012, the share capital amounted to CHF 344 379. This comprised 3 443 789 fully paid-
up registered shares, each with a par value of CHF 0.10. As a result of the exercising of option rights, the
share capital increased by CHF 4 291 in relation to 2011 (2011: no increase).
As at 31 December 2012, the Group held 27 483 treasury shares (2011: 27 483 treasury shares).
88
23
23.1
Segment reporting
Information by segment
2012
in TCHF
Wire
Solar
Medtech
Corporate1)
Group
Net sales from external customers
Net sales from other segments
227 088
1 167
9 873
0
49 722
82
42
−1 249
286 725
0
Total net sales
228 255
9 873
49 804
−1 207
286 725
EBIT
52 729
−21 171
−8 600
−8 606
14 352
Investment in non-current assets
Sale of non-current assets
Depreciation
5 994
120
6 033
2 493
6
1 421
546
6
1 084
0
0
34
9 033
132
8 572
2011
in TCHF
Wire
Solar
Medtech
Corporate1)
Group
Net sales from external customers
Net sales from other segments
216 482
1 310
70 343
448
82 914
864
290
−2 622
370 029
0
Total net sales
217 792
70 791
83 778
−2 332
370 029
EBIT
57 073
−3 439
3 840
−9 938
47 536
Investment in non-current assets
Sale of non-current assets
Depreciation
5 517
2 979
4 454
5 139
1
1 388
591
440
1 483
2 289
0
45
13 536
3 420
7 370
1) Including elimination of intersegment revenues.
Costs allocated to Corporate include expenses arising in conjunction with the Komax Group’s option plan,
expenses and income arising from bookings for defined benefit pension schemes according to IAS 19, the
salaries of Group management, compensation for the Board of Directors, as well as the costs of Komax
Holding AG.
The table shows the reconciliation of the total of the reportable segments’ EBIT to the Group profit after
taxes:
in TCHF
EBIT
Financial income
Financial expenses
Group profit before taxes
Taxes
Group profit after taxes
2012
14 352
4 554
−7 955
10 951
905
2011
47 536
7 418
−8 861
46 093
6 813
10 046
39 280
89
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Net sales from external customers were generated in the following five operating segments:
in TCHF
Wire1)
Solar
Medtech (MTS)
Inkjet (INJ)
Mechanical and Electronic Systems Assembly (MES/EES)
Total
1) Including Corporate sales.
23.2
Information by geographical area
2012
2011
227 130
216 772
9 873
35 985
13 028
709
70 343
54 680
22 468
5 766
286 725
370 029
Net sales by location of
purchasing party
Switzerland
Europe1)
North and South America
Asia/Pacific
Total
Net sales by location of
service provider
Switzerland
Europe1)
North and South America
Asia/Pacific
Total
Non-current assets by location of
service provider2)
Switzerland
Europe1)
North and South America
Asia/Pacific
Total
1) Including Africa.
2012
in TCHF
5 624
141 736
81 626
57 739
286 725
2012
in TCHF
115 941
48 390
73 723
48 671
286 725
2012
in TCHF
97 239
6 683
18 996
3 451
%
2.0
49.4
28.5
20.1
100.0
%
40.4
16.9
25.7
17.0
100.0
%
77.0
5.3
15.0
2.7
2011
in TCHF
16 267
172 653
74 583
106 526
370 029
2011
in TCHF
159 847
45 045
110 691
54 446
370 029
2011
in TCHF
80 971
3 918
17 018
2 704
%
4.4
46.6
20.2
28.8
100.0
%
43.2
12.2
29.9
14.7
100.0
%
77.4
3.7
16.3
2.6
126 369
100.0
104 611
100.0
+/−
%
−65.4
−17.9
9.4
−45.8
−22.5
+/−
%
−27.5
7.4
−33.4
−10.6
−22.5
+/−
%
20.1
70.6
11.6
27.6
20.8
2) Without deferred tax assets and prepaid pension assets.
Domiciled in Switzerland, the Komax Group is active in three other geographical areas where it is repre-
sented with its own companies. The commercial revenues of the Group are predominantly generated in
Europe, North and South America, and the Asia/Pacific region. Net sales are assigned on the basis of the
country in which the customer is based (location of purchasing party). In addition, reporting is also under-
taken on the basis of the country in which the sales company has its headquarters (location of service pro-
vider). Assets are listed as per the headquarters of the company to which they belong. The Europe region
also includes the sales generated and assets located in Africa (particularly South Africa, Tunisia, and
Morocco).
23.3 Significant customers
Neither in the 2012 reporting year nor in the previous year did the Komax Group generate sales amounting
to 10% or more of Group revenues with any individual customer.
90
24
Other operating income
in TCHF
Own work capitalized
Government grants
Gains from the disposal of property, plant and equipment
Total other operating income
Information on personnel
25
25.1 Personnel expenses
in TCHF
Wages and salaries
Share-based payments
Social security and pension contributions
Other personnel costs (training and development)
2012
1 277
150
64
1 491
2012
82 317
1 700
16 231
2 642
2011
479
285
631
1 395
2011
82 442
1 730
16 857
2 603
Total personnel expenses
102 890
103 632
Personnel expenses include all performance-related compensation for the past business year. Further
details on employee benefits are given in Note 13.
25.2 Share option plan of the Komax Group
The executive share ownership scheme for directors and management of the Komax Group includes a
share option plan. The option plan was introduced in 1998 and is designed to give executives and selected
employees added interest in shareholder value and enable them to share in the company’s success. The
stock option plan takes the form of share-based compensation settled in equity instruments by means of a
capital increase (equity-settled plan). The number of options allocated depends on the individual perform-
ance of the entitled employee. The options granted entitle holders to subscribe one Komax Holding AG
share per option and are valid for five years. They have a predetermined exercise price and are subject to a
three-year lock-in period.
Outstanding at beginning of year
Granted
Exercised
Forfeited
Expired
Outstanding at end of year
2012
No.
327 328
87 525
−42 909
−9 433
−80 304
282 207
Weighted average
exercise price
CHF
89.70
66.21
42.78
85.63
145.06
73.93
2011
No.
315 749
88 525
0
−3 423
−73 523
327 328
Weighted average
exercise price
CHF
100.38
94.25
0.00
70.57
141.94
89.70
Of the 282 207 outstanding options (2011: 327 328), 36 832 were exercisable as at 31 December 2012
(2011: 80 304). Options exercised in 2012 led to the issue of 42 909 shares (2011: none) at a price of
CHF 42.78 per share. The weighted average share price at the time of exercising was CHF 86.04.
91
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
The following table summarizes information on options granted and not yet exercised as at 31 December 2012:
Expiry date
31 December
2013
2014
2015
2016
Total
Number
36 832
77 425
82 342
85 608
282 207
Exercise price
CHF
42.78
75.68
94.25
66.21
The fair value of the options granted in the 2012 financial year – as determined by the Enhanced American
Model, an approach based on the binomial model concept – amounted to CHF 16.28 (2011: CHF 30.16).
The key parameters for the valuation model are the share price of CHF 68.75 (2011: CHF 102.00) on the
day granted, the exercise price listed above, the standard deviation for the expected share price return of
46.6% (2011: 45.8%), the option term of five years, and the risk-free interest rate of 0.32% (2011: 1.04%).
The anticipated dividend yield is 5.54% (2011: 3.23%). The volatility of 46.6% used in these calculations
represents an arithmetic average of the historical volatility of Komax Holding AG for the last four years and
that of a representative peer group.
25.3 Breakdown of employees by country and areas of activity
2012
Production
Research and development
Engineering
Marketing and sales
Administration6)
Total headcount at 31 December 2012
2011
Production
Research and development
Engineering
Marketing and sales
Administration6)
Total headcount at 31 December 2011
CH1)
Europe2) Americas3)
Asia4)
Africa5)
Total
230
102
73
109
49
563
91
20
42
64
23
71
8
50
74
25
102
10
31
76
33
240
228
252
23
0
3
16
5
47
517
140
199
339
135
1 330
CH1)
Europe2) Americas3)
Asia4)
Africa5)
Total
245
102
81
96
45
569
6
10
0
42
7
65
121
110
13
46
61
25
9
22
63
24
266
228
0
0
0
11
1
12
482
134
149
273
102
1 140
1) Komax AG, Dierikon (including operating facility in Rotkreuz), Komax Systems LCF SA, La Chaux-de-Fonds.
2) Komax companies in Europe: Germany, France, Portugal, Turkey.
3) Komax companies in North and South America: USA, Brazil.
4) Komax companies in Asia: Singapore, China, Malaysia, India, Japan.
5) Komax companies in Africa: Morocco, South Africa, Tunisia.
6) Including management/IT.
25.4 Average number of employees
The average number of employees in 2012 was 1 170 compared with 1 081 in the previous year.
Development expenditure
26
The aggregate development expenditure for new and further development of Komax products contains
personnel expenses, material costs, and costs for third-party development contracts. They amount to
CHF 24.6 million, equivalent to 8.5% of revenues, compared with CHF 23.5 million or 6.3% of revenues in
the previous year.
92
Other operating expenses
27
Other operating expenses amount to CHF 19.5 million (2011: CHF 21.1 million) and comprise the following
positions:
in TCHF
Expenditure on operating equipment and energy
Third-party services for development expenses
Legal and consultancy expenses
Expenditure on administration and sales
Other expenditure
2012
4 545
3 905
3 122
2 147
5 827
2011
4 611
3 170
3 419
2 121
7 803
Total other operating expenses
19 546
21 124
Extraordinary restructuring charges
28
The extraordinary charges of CHF 1.7 million (2011: none) comprise additional personnel expenses arising
from the release of staff necessitated by the poor market situation. Furthermore, these also include the
costs resulting from social plans drawn up for the staff in question.
29
Financial result
in TCHF
Financial income
Interest income
Income from securities
Exchange rate gains on foreign currencies
Total financial income
Financial expenses
Interest expenses
Securities expenses
Exchange rate losses on foreign currencies
Total financial expenses
Total financial result
2012
2011
480
145
3 929
4 554
1 808
171
5 976
7 955
211
45
7 162
7 418
1 712
25
7 124
8 861
−3 401
−1 443
The financial income includes gains of CHF 0.01 million (2011: CHF 0.10 million) on financial assets held for
trading. Exchange rate losses amounting to CHF –0.07 million (2011: CHF –0.23 million) resulting from finan-
cial liabilities held for trading are taken into account in the financial expenses. The positions include both book
gains and losses and realized gains and losses.
93
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
30
Taxes
in TCHF
Current income taxes
Deferred tax income (–) / tax expenses (+)
Total
Analysis of the tax rate
in TCHF
Group profit before taxes
Expected tax expenses
Impact of non-capitalized tax-loss carryforwards
Effect of changes in tax rate
Tax credits/charges from previous years
Effect of non-deductible expenses
Effect of non-taxable income
Non-reclaimable withholding taxes
Others
Effective tax expenses
2012
6 624
−5 719
2011
10 326
−3 513
905
6 813
2012
10 951
270
380
161
−41
293
−320
205
−43
905
%
2.5
3.5
1.5
−0.4
2.7
−2.9
1.9
−0.5
8.3
2011
46 093
8 716
777
−47
−3 268
82
−84
752
−115
6 813
%
18.9
1.7
−0.1
−7.1
0.2
−0.2
1.6
−0.2
14.8
As the Group is internationally active, its income taxes are dependent on a number of different tax juris-
dictions. The expected average Group tax rate is equivalent to the weighted average of tax rates of those
countries in which the Group is active. Due to the composition of the taxable income of the Group, as well
as changes in local tax rates, this Group tax rate varies from year to year.
31
Earnings per share (EPS)
in CHF
2012
2011
Group profit (attributable to equity holders of the parent company)
Weighted average number of outstanding shares
Basic earnings per share
Group profit (attributable to equity holders of the parent company)
Weighted average number of outstanding shares
Adjustment for dilutive effect of share options
Weighted average number of outstanding shares for calculating
diluted earnings per share
Diluted earnings per share
10 176 293
3 404 850
2.99
10 176 293
3 404 850
29 360
3 434 210
2.96
39 412 969
3 375 217
11.68
39 412 969
3 375 217
56 670
3 431 887
11.48
Basic earnings per share are calculated by dividing the consolidated net earnings by the average number of
shares outstanding during the fiscal year, excluding treasury shares. Diluted earnings per share are calcu-
lated by adding all option rights which would have had a dilutive effect to the average number of shares out-
standing.
Contingent liabilities
32
Guarantees in favour of subsidiaries amounting to CHF 7.9 million (2011: CHF 3.3 million) are listed in the
notes to the financial statements of Komax Holding AG. Apart from additional guarantees amounting to
CHF 0.6 million (2011: CHF 1.5 million) in favour of third parties at subsidiaries, there were no other contin-
gent liabilities towards third parties or Group companies.
94
Business combinations
33
33.1 MCM Cosmic KK
In the first half of 2012, Komax acquired 100% of the share capital of the Japanese company MCM Cosmic
KK. This company was founded in Tokyo in 1992 and currently employs 15 employees. It develops and
markets wire stripping machinery. As a result of this takeover, Komax Wire is adding entry-segment machi-
nes and coaxial cable processing applications to its product range. The acquisition will also give Komax
Wire better access to Japanese customers. The repercussions of the acquisition of MCM Cosmic KK for the
presentation of the consolidated financial statements are not significant.
33.2 TSK Group
In August 2012, Komax acquired 100% of the share capital of TSK Beteiligungs GmbH, Porta Westfalica,
Germany, as well as all its subsidiaries. TSK is one of the world’s leading suppliers of products and services
for the quality assurance of electrical and electronic assemblies and components, particularly cable harnes-
ses. The company has a workforce of around 350. TSK’s product and service offering is a perfect match for
Komax Wire’s activities. Furthermore, there are synergies as regards customers, distribution, and the
service business.
in TCHF
Acquired net assets at fair value
Cash and cash equivalents
Trade receivables
Other receivables and accrued income / prepaid expenses
Inventories
Deferred tax assets
Other non-current receivables
Property, plant and equipment
Intangible assets
Total assets
Financial liabilities
Trade payables
Other payables and accrued expenses / deferred income
Provisions
Financial loans
Deferred tax liabilities
Total liabilities
Acquired net assets
Goodwill
Purchase price paid
less acquired cash and cash equivalents
Net cash out
1 017
3 963
1 422
5 013
2 317
1
4 379
12 350
30 462
−11 406
−1 604
−6 207
−203
−6 050
−184
−25 654
4 808
4 684
9 492
−1 017
8 475
95
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
The transaction costs directly attributable to the acquisition amounted to CHF 0.5 million. These are re-
ported in the operating result for the current period under the “Other operating expenses”.
The agreement involves no contingent consideration arrangement.
No contingent liabilities were taken over from the acquired companies.
The fair value of trade receivables and other receivables amounts to CHF 5.1 million, of which CHF 4.0
million relate to trade receivables. Their gross value amounts to CHF 4.1 million, of which CHF 0.1 million
is presumed to be uncollectable.
The acquired company contributed CHF 13.7 million towards net sales in the period 1 August to 31 December
2012, as well as CHF 0.1 million to Group profit after taxes. The acquired company generated EBITD of 10.5%
for this period. Had the acquisition been implemented as of 1 January 2012, the net sales of the Komax Group
would have amounted to CHF 305.1 million, while profit after taxes would have amounted to CHF 10.4 million.
Events after the balance sheet date
34
No material events occurred between the balance sheet date and the approval of the consolidated financial
statements by the Board of Directors on 5 March 2013 which might adversely affect the information content
of the 2012 consolidated financial statements or which would require disclosure.
Related-party transactions
35
Aside from a loan of CHF 0.6 million granted to an associated company, there were no outstanding items
with respect to related parties (2011: CHF 0.4 million). In the year under review, no transactions were
entered into with members of management in key positions in connection with the sale and purchase of
goods and services (2011: none). However, rental payments amounting to CHF 0.1 million (2011: CHF 0.1
million) were made in relation to a production facility. With the exception of the regular employer contribu-
tions to the pension fund, no transactions were effected with related parties (2011: none).
Compensation for the Executive Committee and Board of Directors
In fiscal 2012, the Group’s Executive Committee comprised five (2011: five) members. In conformity with IFRS 2
for the statement of share-based payments, the total compensation for the Executive Committee, including the
six (2011: five) directors, is as follows:
in TCHF
Executive Committee
Board of Directors
Total
Total
Salaries and bonus payments1)
Share-based payments
2012
1 968
326
2011
2 530
603
2012
680
114
2011
603
196
2012
2 648
440
2011
3 133
799
Total
2 294
3 133
794
799
3 088
3 932
1) Including the post-employment benefits of CHF 0.20 million for the financial year 2012 (2011: CHF 0.19 million).
A detailed breakdown of the compensation paid to the Board of Directors and the Executive Committee is
provided in the notes to the financial statements of Komax Holding AG on pages 103 and 104.
96
Report of the statutory auditor to the general meeting of Komax Holding AG, Dierikon
Report of the statutory auditor on the consolidated financial statements
As statutory auditor, we have audited the consolidated financial statements of Komax Holding AG, which comprise the balance
sheet, income statement, statement of comprehensive income, cash flow statement, statement of changes in equity, and notes
(pages 52 to 95), for the year ended 31 December 2012.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes de-
signing, 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 as well as the International Standards on Auditing. Those standards
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 misstate-
ment 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 reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consoli-
dated 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 31.12.2012 give a true and fair view of the financial posi-
tion, the results of operations, and the cash flows in accordance with the International Financial Reporting Standards (IFRS) and
comply with Swiss law.
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.
PricewaterhouseCoopers Ltd
Gerd Tritschler
Audit expert
Auditor in charge
Basel, 11 March 2013
Sven Rumpel
Audit expert
97
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Comments on the financial statements of
Komax Holding AG
Balance sheet
Assets
1
The financial loans Group rose by CHF 1.6 million in total. This increase is the result of newly granted loans
to subsidiaries.
Two acquisitions were made in the year under review, namely TSK Beteiligungs GmbH, Germany, together
with all its subsidiaries, and MCM Cosmic KK, Japan. 100% stakes were acquired in both cases. In addition,
the investment values of Komax Systems LCF SA, Switzerland, Komax France Sàrl., France, and Komax
Maroc Sàrl., Morocco, were increased.
In conjunction with the takeover of TSK Beteiligungs GmbH and its subsidiaries, existing loans were trans-
ferred to the accounts of Komax Holding AG as participation loans. This development aside, no new partici-
pation loans were granted in 2012.
The increase in non-current loans Group is attributable to loans granted to TSK companies.
Liabilities
2
Komax Holding AG’s current account debt toward Komax AG, Switzerland, increased to CHF 59.6 million in
the 2012 financial year as a result of the above-mentioned acquisitions. The dividend of Komax AG,
Switzerland, for the 2011 financial year (CHF 26.0 million) was offset against the current account debt.
The credit agreement concluded in 2009 between Komax Holding AG and a syndicate of banks for a credit
limit of CHF 100.0 million (valid until 31 January 2013) was renewed early with effect from 31 July 2012. The
new syndicated loan agreement, which has a credit limit of CHF 120.0 million, is led by Credit Suisse and
valid until 31 July 2017. This line of credit provides the Group with the necessary entrepreneurial flexibility,
guarantees the financing of commercial operations, and ensures the continued implementation of corporate
strategy. CHF 54.6 million of this credit line was being utilized as at 31 December 2012.
The “Group loans” balance sheet item relates to a financial loan amounting to USD 4.0 million granted by
Komax Corp., USA, and a loan of EUR 0.4 million granted by Komax France Sàrl., France.
In accordance with the prevailing capital contribution principle, capital contributions (share premiums) made
after 31 December 1996 are disclosed in the separate equity item “Capital contribution reserves”. Repay-
ments to shareholders from this account are treated as equal to the repayment of nominal capital and are
therefore not subject to withholding tax.
The self-financing ratio decreased by 3.7 percentage points from 67.7% in 2011 to 64.0% in 2012.
Reserves for treasury shares remained unchanged at CHF 3.1 million as at 31 December 2012. These
reserves are valued at the weighted average acquisition value of the treasury shares held.
98
Income statement
Revenues
3
Komax Holding AG’s dividend income comes from Komax AG, Switzerland (CHF 26.0 million), and Komax
Management AG, Switzerland (CHF 0.3 million).
Services to Group companies comprise revenues from holding fees and licences.
Financial income includes interest on loans granted to Group companies, exchange rate gains on short-
term financial loans, and realized and unrealized gains on securities held.
Expenditure
4
Administration expenses comprise compensation for the Board of Directors, patent and licensing costs,
legal and advisory expenses, and other operating expenses.
Financial expenses include interest on loans payable to third parties and Group companies, as well as real-
ized and unrealized exchange rate losses. As there were no major changes in the EUR and USD exchange
rates against local currency CHF, exchange rate losses were CHF 5.1 million lower than in the previous year,
resulting in financial expenses of CHF 2.1 million (exchange rate losses in USD) and CHF 0.4 million
(exchange rate losses in EUR). The valuation of treasury shares added CHF 0.7 million to financial expenses,
whereas this valuation adjustment weighed on the financial result to the tune of CHF 1.1 million in 2011.
99
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
31.12.2012
31.12.2011
496
1 951
15
1 849
11
1 786
1 889
23
1 660
4
104 394
102 827
610
36
369
240
109 362
108 798
141 455
2 228
19 085
58 798
221 566
126 195
2 228
11 433
48 013
187 869
330 928
296 667
193
59 601
610
1
4 168
64 573
54 640
54 640
249
46 550
519
3
4 415
51 736
44 000
44 000
119 213
95 736
344
2 100
3 086
20 387
162 816
196
22 786
211 715
340
2 286
3 086
32 207
148 816
0
14 196
200 931
Balance sheet
in TCHF
Assets
Cash and cash equivalents
Treasury shares
Other receivables third parties
Other receivables Group
Other receivables associates
Financial loans Group
Financial loans associates
Accrued income / prepaid expenses
Total current assets
Investments in subsidiaries
Investments in associates
Participation loans Group
Financial loans Group
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Other liabilities third parties
Other liabilities Group
Accrued expenses / deferred income
Provisions
Loans Group
Total current liabilities
Loans third parties
Total non-current liabilities
Total liabilities
Share capital
General statutory reserves
Reserves for treasury shares
Capital contribution reserves
Free reserves
Retained earnings
Profit after taxes
Total shareholders’ equity
Total liabilities and shareholders’ equity
330 928
296 667
100
Income statement
in TCHF
Dividend income
Services to Group companies
Financial income
Total income
Administrative expenses
Financial expenses
Other expenses
Total expenses
Profit before taxes
Taxes
Profit after taxes
2012
26 250
465
4 747
31 462
2 358
5 552
734
8 644
2011
21 588
814
4 828
27 230
1 895
10 312
660
12 867
22 818
14 363
32
167
22 786
14 196
101
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Notes to the 2012 financial statements
1
Contingent liabilities
in TCHF
Joint liability for Group taxation value-added tax
Guarantees (in favour of subsidiaries)
in EUR
in USD
in CHF
Total
31.12.2012
31.12.2011
p.m.
p.m.
42
455
7 355
7 852
173
1 054
2 071
3 298
Conditional capital
2
As at 1 January 2012, the conditional capital consisted of 449 120 registered shares, each with a par value
of CHF 0.10, created for management and employee share ownership schemes. 42 909 options were con-
verted into shares in 2012 (2011: none). There was no increase in the conditional capital.
Change in conditional share capital
Opening amount as at 1 January 2012
Reduction in conditional share capital as a result of
exercise of options in 2012
Closing amount as at 31 December 2012
Number of conditional
registered shares
Par value
CHF
Conditional
share capital
CHF
449 120
−42 909
406 211
0.10
0.10
0.10
44 912
−4 291
40 621
102
3
Treasury shares
Change in 2012
Opening amount
Purchases (avg. CHF 0.00/share)
Sales (avg. CHF 0.00/share)
Closing amount
Total
Change in 2011
Opening amount
Purchases (avg. CHF 102.92/share)
Sales (avg. CHF 108.50/share)
Closing amount
1.1.2012
Additions
Disposals
31.12.2012
27 483
27 483
0
0
0
0
27 483
27 483
1.1.2011
Additions
Disposals
31.12.2011
30 800
6 683
10 000
27 483
Total
30 800
6 683
10 000
27 483
4
Major shareholders
at 31 December 2012
Shareholder / shareholder group
Max Koch, Meggen
at 31 December 2011
Shareholder / shareholder group
Max Koch, Meggen
No. of shares
Interest
231 401
6.7%
No. of shares
Interest
231 401
6.8%
Externally regulated capital requirements (covenants)
5
The Group’s financial liabilities are subject to the following externally regulated capital requirements
(cov enants) as per the syndicated loan agreement:
– The gearing factor may not exceed 2.75 either at 31 December 2012 or thereafter at each quarter-end
balance sheet date.
– The self-financing ratio (i.e. the Group’s reported equity plus subordinated loans less goodwill divided by
total assets less goodwill) may not fall below 50% at any balance sheet reference date.
The Komax Group has complied with all capital requirements since the contract signing date as well as at
31 December 2012. Within the scope of the syndicated loan agreement, Komax Holding AG guarantees for
the liabilities of any member of the Komax Group.
103
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Risk assessment
6
A detailed description of risk management can be found on pages 70 to 72 of Note 3 to the consolidated
financial statements.
Remuneration of Board of Directors and Executive Committee
7
The compensation paid to the members of the Board of Directors and Executive Committee includes, in
particular, fees, wages, bonuses, and the allocation of options in the context of the share-based compensa-
tion from the employee participation program. The variable remuneration is dependent on the business
result and the fulfilment of key individual tasks. All amounts are gross and include social security contribu-
tions payable by employees. Of the employer’s contribution towards social security, pension fund con-
tributions are shown.
The following benefits were paid out in the 2012 and 2011 financial years:
CHF
Board of Directors
Leo Steiner
Daniel Hirschi
Max Koch
Melk M. Lehner
Hans Caspar von der Crone
Kurt Haerri1)
Total Board of Directors
Executive Committee
Beat Kälin2)
Gross value of
salaries and fees
during the
financial year
Gross value
of cash
bonuses
Allocation
number of
options
Tax value of
options3)
BVG
contribu-
tions
Total
remuner -
ation
2012
Total
remuneration
2011
Chairman
232 500
Member
Member
Member
Member
Member
95 000
95 000
95 000
100 000
62 500
680 000
0
0
0
0
0
0
0
2 500
1 000
1 000
1 000
1 000
500
23 700
9 480
9 480
9 480
9 480
4 740
7 000
66 360
0
0
0
0
0
0
0
256 200
104 480
104 480
104 480
109 480
67 240
281 800
114 220
114 220
114 220
119 220
n.s.
746 360
743 680
Total other members of Executive Committee
1 012 474
266 977
12 000
113 760
136 859
1 530 070
CEO
423 138
66 000
8 000
75 840
62 400
627 378
1 016 561
1 948 295
Total Executive Committee
1 435 612
332 977
20 000
189 600
199 259
2 157 448
2 964 856
1) Member of the Board of Directors since 3 May 2012.
2) Highest-compensated member of Executive Committee.
3) The options were valued on the basis of their tax value. This is CHF 9.48 for the 2012 options, which have an exercise price of CHF 66.21 and a duration
of five years (three years to vest, two years to exercise).
104
8
Holdings of shares and options
Assets in units
Board of Directors
Leo Steiner
Daniel Hirschi
Max Koch
Melk M. Lehner
Hans Caspar von der Crone
Kurt Haerri1)
Chairman
Member
Member
Member
Member
Member
31.12.2012
Shares
Options
31.12.2011
Shares
118 650
200
231 401
11 000
9 300
25
7 000
4 000
4 000
4 000
4 000
500
116 650
200
231 401
11 000
9 300
n.s.
Options
11 500
4 000
4 000
4 000
4 000
n.s.
Total Board of Directors
370 576
23 500
368 551
27 500
Executive Committee
Beat Kälin
Andreas Wolfisberg
CEO
CFO
Walter Nehls
Matijas Meyer
René Ronchetti2)
Serge Peguiron3)
Head of BU Solar
Head of BU Wire
Head of BU Medtech
Head of BU Medtech
7 300
1 100
1 200
0
0
n.s.
27 000
9 000
10 000
7 500
1 000
n.s.
2 300
700
400
600
n.s.
620
32 000
13 000
10 000
6 100
n.s.
11 500
Total Executive Committee
9 600
54 500
4 620
72 600
1) Member of the Board of Directors since 3 May 2012.
2) Member of the Executive Committee since 1 September 2012.
3) Member of the Executive Committee until 31 August 2012.
No loans or credits were granted to members of the Board of Directors, members of the Executive Commit-
tee, or related parties of these persons during the 2012 and 2011 financial years. There are no outstanding
loans or credits to these persons.
There are no other items requiring disclosure under sections 663b, 663bbis , and 663c of the Swiss Code of
Obligations.
This page has been intentionally left blank.
106
Komax Group Companies
Direct and indirect equity participation as at 31 December 2012
Komax Holding AG
Dierikon, Switzerland
Purpose: Holding of equity interests
Listed on the SIX Swiss Exchange
Swiss security ID code: 001070215
Share capital: CHF 344 378.90
Market capitalization:
CHF 244.5 million
Company
Komax Management AG
Komax AG
Komax Systems LCF SA
Komax France Sàrl.
Komax Deutschland GmbH
Komax Portuguesa S.A.
Komax Holding Corp.
Komax Solar Inc.
Komax Systems Rockford Inc.
Komax Corp.
Komax Comercial do Brasil Ltda.
Komax Maroc Sàrl.
Komax SA Pty. Ltd.
Komax Shanghai Co. Ltd.
Komax Systems Malaysia Sdn. Bhd.
MCM Cosmic KK
Komax Singapore Pte. Ltd.
Komax Automation India Pvt. Ltd.
TSK Beteiligungs GmbH
TSK Prüfsysteme GmbH
TSK Innovations Co.
TSK do Brasil Ltda.
TSK Tunisia s.a.l.
TSK Test Sistemleri Ltd. Sti.
TSK Test Systems (Shanghai) Co. Ltd.
Place
Dierikon, Switzerland
Dierikon, Switzerland
La Chaux-de-Fonds, Switzerland
Epinay-sur-Seine, France
Nuremberg, Germany
S. Domingos de Rana, Portugal
Buffalo Grove, Illinois, USA
York, Pennsylvania, USA
Rockford, Illinois, USA
Buffalo Grove, Illinois, USA
São Paulo, Brazil
Mohammédia, Morocco
Port Elizabeth, South Africa
Shanghai, China
Penang, Malaysia
Tokyo, Japan
Singapore
Gurgaon, India
Porta Westfalica, Germany
Porta Westfalica, Germany
El Paso, Texas, USA
Colombo, Brazil
Tunis, Tunesia
Velimese Corlu, Turkey
Shanghai, China
Komax Jinchen Solar Equipment (Yingkou) Co. Ltd.
Yingkou, China
SLE quality engineering Verwaltungs GmbH
SLE quality engineering GmbH & Co. KG
Grafenau, Germany
Grafenau, Germany
Purpose
Participation
Ordinary capital
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Group services and management
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
Holding of equity interests
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
R&D, production, sales
Engineering, production, sales
R&D, production, marketing, sales
Holding of equity interests
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production
Administration
R&D, engineering, production, marketing, sales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
30%
30%
CHF
CHF
CHF
EUR
EUR
EUR
USD
USD
USD
USD
BRL
MAD
ZAR
USD
MYR
JPY
SGD
INR
EUR
EUR
USD
BRL
TND
TRY
CNY
CNY
EUR
EUR
100 000
5 000 000
4 500 000
1 500 000
400 000
1 500 000
8 160 000
150
10 000
1 000 000
200 000
10 000 000
200
200 000
3 000 000
30 000 000
100 000
10 000 000
4 000 000
1 764 700
1 000 000
362 500
366 000
265 500
3 275 902
16 000 000
25 000
5 700 000
107
Financial Statements
48 Financial Statements
of Komax Group
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Company
Komax Management AG
Komax AG
Komax Systems LCF SA
Komax France Sàrl.
Komax Deutschland GmbH
Komax Portuguesa S.A.
Komax Holding Corp.
Komax Solar Inc.
Komax Systems Rockford Inc.
Komax Corp.
Komax Comercial do Brasil Ltda.
Komax Maroc Sàrl.
Komax SA Pty. Ltd.
Komax Shanghai Co. Ltd.
Komax Systems Malaysia Sdn. Bhd.
MCM Cosmic KK
Komax Singapore Pte. Ltd.
Komax Automation India Pvt. Ltd.
TSK Beteiligungs GmbH
TSK Prüfsysteme GmbH
TSK Innovations Co.
TSK do Brasil Ltda.
TSK Tunisia s.a.l.
TSK Test Sistemleri Ltd. Sti.
TSK Test Systems (Shanghai) Co. Ltd.
Place
Dierikon, Switzerland
Dierikon, Switzerland
La Chaux-de-Fonds, Switzerland
Epinay-sur-Seine, France
Nuremberg, Germany
S. Domingos de Rana, Portugal
Buffalo Grove, Illinois, USA
York, Pennsylvania, USA
Rockford, Illinois, USA
Buffalo Grove, Illinois, USA
São Paulo, Brazil
Mohammédia, Morocco
Port Elizabeth, South Africa
Shanghai, China
Penang, Malaysia
Tokyo, Japan
Singapore
Gurgaon, India
Porta Westfalica, Germany
Porta Westfalica, Germany
El Paso, Texas, USA
Colombo, Brazil
Tunis, Tunesia
Velimese Corlu, Turkey
Shanghai, China
Komax Jinchen Solar Equipment (Yingkou) Co. Ltd.
Yingkou, China
SLE quality engineering Verwaltungs GmbH
SLE quality engineering GmbH & Co. KG
Grafenau, Germany
Grafenau, Germany
Purpose
Participation
Ordinary capital
Group services and management
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
Sales
Sales
Holding of equity interests
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
Sales
Sales
Sales
Sales
R&D, production, sales
Engineering, production, sales
R&D, production, marketing, sales
Sales
Sales
Holding of equity interests
R&D, engineering, production, marketing, sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
Engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production, marketing, sales
R&D, engineering, production
Administration
R&D, engineering, production, marketing, sales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
30%
30%
CHF
CHF
CHF
EUR
EUR
EUR
USD
USD
USD
USD
BRL
MAD
ZAR
USD
MYR
JPY
SGD
INR
EUR
EUR
USD
BRL
TND
TRY
CNY
CNY
EUR
EUR
100 000
5 000 000
4 500 000
1 500 000
400 000
1 500 000
8 160 000
150
10 000
1 000 000
200 000
10 000 000
200
200 000
3 000 000
30 000 000
100 000
10 000 000
4 000 000
1 764 700
1 000 000
362 500
366 000
265 500
3 275 902
16 000 000
25 000
5 700 000
108
Proposal for the appropriation of profit
The Board of Directors proposes the following appropriation of profit and payout (which is not subject to
withholding tax) from the capital contribution reserves:
in CHF
Balance carried forward from previous year
Profit after taxes
Transfer from capital contribution reserves
Total available for distribution
Payout from capital contribution reserves of CHF 2.00 per registered share
(2011: CHF 4.00) which is not subject to withholding tax1)
Allocation to free reserves
Profit carried forward
Total
31.12.2012
31.12.2011
195 845
22 785 694
6 887 578
29 869 117
0
14 195 845
13 603 520
27 799 365
6 887 578
13 603 520
22 800 000
14 000 000
181 539
195 845
29 869 117
27 799 365
1) The stated amount covers the requirement for the payout from capital reserves for all registered shares outstanding. Registered
shares which will be issued after 1 January 2013 upon exercise of options are also entitled to the payout from capital reserves.
Therefore, the stated amount may be subject to changes.
109
Financial Report
48 Consolidated
Financial Statements
97 Financial Statements
of Komax Holding AG
106 Corporate Structure
Report of the statutory auditor to the general meeting of Komax Holding AG, Dierikon
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Komax Holding AG, which comprise the balance sheet, income
statement, and notes (pages 99 to 107), for the year ended 31 December 2012.
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 accord -
ance 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 31 December 2012 comply with Swiss law and the company’s articles
of incorporation.
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 complies with Swiss law and the company’s articles
of incorporation. We recommend that the financial statements submitted to you be approved.
PricewaterhouseCoopers Ltd
Gerd Tritschler
Audit expert
Auditor in charge
Basel, 11 March 2013
Sven Rumpel
Audit expert
110
Glossary
Mechatronics
Crimping
The term mechatronics describes the synergistic interaction between
the specialist disciplines of mechanical engineering, electrical engin-
eering, and computer engineering in the design and manufacture of in-
dustrial products and in process design.
Crimping is a bonding technique whereby two components are joined
together by plastic deformation. It thus constitutes an alternative to
conventional bonding methods such as soldering or welding. Crimp
connections are predominantly used in mass production settings with
non-stop assembly of single strands.
Crimp force monitoring
Measurement and monitoring of crimping processes during wire con-
nector crimping.
Micrograph laboratory
Stripping
Twisting
Solar cell
Solar module
Stringing
Micrographs are an important criterion for analysing the quality of
crimp connections and ensuring traceability in production. Micrograph
laboratories analyse and document the quality of crimp connections,
using colour pictures.
Process whereby a section of the insulating cover (or “insulation
sleeve/sheath”) of an electrical conductor (wire or flex) is removed up
to a specific required length to allow the wire to be connected to an-
other component.
Process whereby wires are twisted against one another and wound
together into a spiral. Twisted pairs are a low-cost way of preventing
electromagnetic interference.
A solar cell, or photovoltaic cell, is an electronic component that con-
verts short-wave radiation energy, usually sunlight, directly into elec-
tricity.
A solar module, or photovoltaic module, converts sunlight directly into
electricity. Its most important components are a number of solar cells.
Process whereby individual solar cells are joined together in individual
“strings” using soldering strips.
111
Further Informations
110 Glossary
112 Addresses
116 Five-Year Overview
Wafer
Inhaler
Pen
Wafers are circular discs of less than 1 mm in thickness. They are
manufactured from mono- or polycrystalline (semiconductor) blanks
(so-called ingots) and are usually used as a substrate (base plate) for
electronic components.
Device used in the treatment of asthma, bronchitis, and other chronic
or acute respiratory diseases.
Injection device, for example for administering insulin, characterized
by its ease of use.
Self-medication
Self-treatment with medicines.
112
Addresses
Headquarters
Komax Holding AG
CH-6036 Dierikon
Phone +41 41 455 04 55
+41 41 450 42 66
Fax
info.din@komaxgroup.com
Botswana
Komtech
ZA-4391 Salt Rock Ballito
Phone +27 32 525 5155
+27 86 766 1572
Fax
u.petry@komtech.co.za
Angola
Komax Portuguesa
PT-2785-034 S. Domingos de Rana
Phone +351 21 444 8480
Fax
+351 21 444 8499
miguel.peres@komaxgroup.com
Brasil
Komax Comercial do Brasil Ltda.
BR-06440-110 Barueri/São Paulo
Phone +55 11 3028 1112
Fax
+55 11 4689 1221
andre.pedroni@komaxgroup.com
Argentina
El Proveedor S.R.L.
AR-Buenos Aires
Phone +54 11 476 136 07
Fax
+54 11 476 136 07
nmatus@elproveedorsrl.com.ar
Australia
Suba Engineering Pty. Ltd.
AU-2200 Bankstown N.S.W.
Phone +61 297 900 900
+61 297 083 040
Fax
subasyd@suba.com.au
Austria
Thonauer GmbH
AT-1230 Wien
Phone +43 1 804 28 710
Fax
info@thonauer.at
+43 1 804 28 7110
Belarus
Asber
BY-220018 Minsk
Phone +375 17 258 1166
Fax
+375 17 258 2550
info@asber.by
Belgium
Smans N.V.
BE-2300 Turnhout
Phone +32 1442 4401
Fax
+32 1442 6072
info@smans.com
TSK do Brasil Ltda.
BR-83404 Colombo
Phone +55 413 621 1794
Fax
+55 413 621 1794
tsk@tskbrasil.com.br
Bulgaria
Tekuni Eood
BG-1415 Dragalevtsi
Phone +359 897 761 159
Fax
info@tekuni.biz
+359 297 530 32
Canada
Komax Corporation
US-Buffalo Grove, IL 60089-4507
Phone +1 847 537 6640
Fax
+1 847 537 5751
info.buf@komaxgroup.com
China
Komax Shanghai Co. Ltd.
CN-201108 Shanghai
Phone +86 21 2416 5668
Fax
+86 21 2416 5669
info.shi@komaxgroup.com
Beijing Office
Phone +86 10 5162 7825
+86 10 5278 6140
Fax
Changchun Office
Phone +86 431 8455 2252
+86 431 8455 2251
Fax
Chendu Office
Phone +86 28 8738 24 85
+86 28 8738 24 86
Fax
Guangzhou Office
Phone +86 20 2886 0648
Fax
+86 20 3878 0400
Shandong Office
Phone +86 631 5990 475
Fax
+86 631 5990 465
Komax Jinchen Solar Equipment
(Yingkou) Co. Ltd.
CN-115000 Yingkou
Phone +86 417 3252 372
Fax
+86 417 3252 402
TSK Test Systems (Shanghai) Co. Ltd.
CN-201111 Shanghai
Phone +86 21 5159 5228
+86 21 5159 5227
Fax
info@t-s-k.com.cn
Croatia
Mikom D.O.O.
HR-49247 Zlatar Bistrica Hrvatska
Phone +385 49 462 034
Fax
+385 49 461 839
mikom@mikom.hr
Czech Republic
Komax Deutschland GmbH
DE-90449 Nuremberg
Phone +49 911 32 49 50
Fax
+49 911 32 49 550
matthias.klaus@komaxgroup.com
TSK Services
CZ-34901 Stříbro
Phone +420 374 623 896
Fax
+420 374 627 897
tskservicecz@tiscali.cz
Denmark
Matech Systems ApS
DK-7190 Billund
Phone +45 75 33 89 49
Fax
+45 75 33 89 46
info@matechsystems.dk
Dubai
Contax Automatin Ltd.
GB-W5 3BU London
Phone +44 208 354 9923
Fax
+44 208 9988 771
morteza@contaxautomation.com
Production
Sales and service
Participation
S ales representative
113
Further Informations
110 Glossary
112 Addresses
116 Five-Year Overview
Egypt
Sigma Group Egypt
EG-11361 Cairo
Phone +202 2644 7245
+202 2642 3604
Fax
info@sigma-g.com
El Salvador
Komax Service Office
HN-San Pedro Sula
Cortes Honduras
Phone +1 9932 5200
guillermo.lopez@komaxgroup.com
Estonia
Gammeter OU
EE-76606 Keila
Phone +372 671 22 52
Fax
+372 671 22 53
info@gammeter.ee
Finland
AD Contact AB Gammeter
FI-33560 Tampere
Phone +358 3380 2211
Fax
+358 3380 2244
info@gammeter.fi
France
Komax France
FR-93806 Epinay-sur-Seine
Phone +33 14 940 1313
Fax
+33 14 940 1329
denis.loizon@komaxgroup.com
Komax France
FR-13106 Rousset
Phone +33 44 229 1200
Fax
+33 44 229 1212
info.ros@komaxgroup.com
Germany
Komax Deutschland GmbH
DE-90449 Nuremberg
Phone +49 911 32 49 50
Fax
+49 911 32 49 550
matthias.klaus@komaxgroup.com
TSK Prüfsysteme GmbH
DE-32457 Porta Westfalica
Phone +49 571 79 580
+49 571 79 540
Fax
info@t-s-k.de
SLE quality engineering
GmbH & Co. KG
DE-94481 Grafenau
Phone +49 911 32 49 50
Fax
+49 911 32 49 550
AAT Aston GmbH
DE-90257 Nuremberg
Phone +49 911 32 66 210
Fax
+49 911 32 66 299
info@aston.de
Great Britain
KPE Ltd.
GB-Hants SO31 5QA
Phone +44 845 519 2418
+44 238 045 4675
Fax
bthornton@kpeltd.co.uk
Honduras
Komax Service Office
HN-San Pedro Sula
Cortes Honduras
Phone +1 9932 5200
guillermo.lopez@komaxgroup.com
Hungary
Thonauer Kereskedelmi és Szerviz Kft.
HU-1113 Budapest
Phone +36 1372 7700
Fax
+36 1372 7709
hungary@thonauer.net
India
Komax Automation India Pvt. Ltd.
IN-122016 Gurgaon
Phone +91 124 4599 100
Fax
+91 124 4599 101
pradeep.kaura@komaxgroup.com
Japan
MCM Cosmic KK
JP-Tokyo 191-0062
Phone +81 42 582 7911
+81 42 582 7922
Fax
info@mcmcosmic.co.jp
Korea
Hansung Tech Cc. Ltd.
KR-463-828 Kyunggi-Do
Phone +82 31 781 3971
Fax
+82 31 781 3975
hiin@hansungtech.co.kr
Latvia
Gammeter OU
EE-76606 Keila
Phone +37 2671 2251
Fax
+37 2671 2253
info@gammeter.ee
Luxembourg
Smans N.V.
BE-2300 Turnhout
Phone +32 1442 4401
Fax
+32 1442 6072
info@smans.com
TSK Sales and Services
IN-411051 Pune
Phone +91 20 24 345 888
pramod.pawar@t-s-k.in
Indonesia
Komax Singapore Pte. Ltd.
SG-368357 Singapore
Phone +65 6285 9713
Fax
+65 6285 9714
larry.wee@komaxgroup.com
Ireland
Kinetic Electronics Ltd.
IE-Co. Offaly
Phone +353 5793 21014
Fax
+353 5793 21014
sean@kinetic.ie
Israel
Tamir Engineering &
Development Ltd.
IL-49170 Petach-Tiqva
Phone +972 3922 9422
+972 3922 9411
Fax
tamireng@netvision.net.il
Italy
Cofilimacchine S.R.L.
IT-20853 Biassono
Phone +39 039 232 41 25
+39 039 232 21 45
Fax
info@cofilimacchine.it
Macedonia
Mikom D.O.O.
HR-49247 Zlatar Bistrica Hrvatska
Phone +385 49 462 034
Fax
+385 49 461 839
mikom@mikom.h
Malaysia
Komax KL
MY-58000 Kuala Lumpur
Phone +60 37981 2662
Fax
+60 37987 8662
barron@pc.jaring.my
Komax Systems Malaysia Sdn. Bhd.
MY-11900 Penang
Phone +60 4627 2233
Fax
+60 4627 2231
gerard.probst@komaxgroup.com
Mexico
Komax Corporation
US-El Paso, TX 79936
Phone +1 915 591 4551
+1 915 591 5868
Fax
enrique.romero@komaxgroup.com
TSK Services
MX –72590 Puebla
Phone +52 222 31 12 398
+52 222 31 12 398
Fax
damian.tsk.mex@prodigy.net.mx
Montenegro
Mikom D.O.O.
HR-49247 Zlatar Bistrica Hrvatska
Phone +385 49 462 034
Fax
+385 49 461 839
mikom@mikom.hr
114
Morocco
Komax Maroc
MA-20800 Mohammédia
Phone +212 5 2330 5285
+212 5 2330 5173
Fax
miguel.peres@komaxgroup.com
Netherlands
Smans N.V.
BE-2300 Turnhout
Phone +32 1442 4401
Fax
+32 1442 6072
info@smans.com
New Zealand
Suba Engineering Ptv. Ltd.
AU-2200 Bankstown N.S.W.
Phone +61 297 900 900
Fax
+61 297 083 040
subasyd@suba.com.au
Nicaragua
Komax Service Office
HN-San Pedro Sula
Cortes Honduras
Phone +1 9932 5200
guillermo.lopez@komaxgroup.com
Norway
Adcontact AB
SE-17207 Sundbyberg
Phone +46 8445 3600
Fax
+46 8445 3610
info@adcontact.se
Paraguay
Komax Comercial do Brasil Ltda.
BR-06440-110 - Barueri / Sao Paulo
Phone +55 11 3028 1112
Fax
+55 11 4689 1221
andre.pedroni@komaxgroup.com
Philippines
Neuftech Philippines Inc.
PH-4027 Calamba Laguna
Phone +63 49 545 4056
Fax
+63 49 545 4262
jdcntech@pldtdsl.net
Poland
Evoltec
PL-02-676 Warschau
Phone +48 22 550 27 40-44
Fax
tomasz.pawlowski@evoltec.pl
+48 22 550 27 45
Portugal
Komax Portuguesa
PT-2785-034 S. Domingos de Rana
Phone +351 21 444 8480
+351 21 444 8499
Fax
miguel.peres@komaxgroup.com
Romania
SC Thonauer Automatic S.R.L.
RO-024011 Bukarest
Phone +40 21335 1287
+40 21336 9534
Fax
sales@thonauer.ro
Slovenia
Mikom-si D.O.O.
SI-3320 Velenje
Phone +386 3 8919 310
+386 3 8919 311
Fax
mikom-si@siol.net
SC Amaprest SRL
RO-420005 Bistrita
Phone +40 263 228 025
Fax
+40 263 228 025
adrian_miclea@t-s-k.ro
Russia
Komax Moscow
RU-125190 Moscow
Phone +7 495 221 2943
Fax
+7 495 221 2943
info.rus@komaxgroup.com
Ostec
RU-121467 Moscow
Phone +7 495 788 4444
Fax
+7 495 788 4442
golubyev.a@ostec-group.ru
Ostec
RU-195009 St. Petersburg
Phone +7 911 849 7986
Fax
+7 495 788 4442
eugene.belov@ostec-group.ru
Serbia
Mikom Electronic D.O.O
SRB-34210 Raca
Phone +381 34 752 760
Fax
+381 34 752 760
info@mikomgroup.com
Singapore
Komax Singapore Pte. Ltd.
SG-368357 Singapore
Phone +65 6285 9713
Fax
+65 6285 9714
larry.wee@komaxgroup.com
Slovakia
TSK Services
SK-066 01 Humenné
Phone +421 57 776 77 61
igor.sramko@mail.t-com.sk
Thonauer SPOL S.R.O.
SK-81339 Bratislava
Phone +421 2527 33664
+421 2527 33665
Fax
info@thonauer.sk
South Africa
TSK Sales & Services SA
SA-6001 Port Elizabeth
Phone +27 82 046 9484
Fax
+27 86 607 5088
theo@blousolutions.co.za
Komtech
ZA-Salt Rock Ballito
Phone +27 32 525 5155
Fax
+27 86 766 1572
u.petry@komtech.co.za
Spain
Estanflux S.A.
ES-08023 Barcelona
Phone +34 9 3351 6151
Fax
+34 9 3352 3845
comercial@estanflux.es
sat@estanflux.com
Sweden
Adcontact AB
SE-17207 Sundbyberg
Phone +46 8445 3600
Fax
+46 8445 3610
info@adcontact.se
Switzerland
Komax AG
CH-6036 Dierikon
Phone +41 41 455 04 55
Fax
+41 41 450 42 66
info.din@komaxgroup.com
Komax AG
CH-6343 Rotkreuz
Phone +41 41 799 45 00
Fax
+41 41 799 45 01
info.rok@komaxgroup.com
Komax Systems LCF SA
CH-2301 La Chaux-de-Fonds
Phone +41 32 924 71 11
+41 32 924 71 15
Fax
info.lcf@komaxgroup.com
Taiwan
Chain Year Industr. Corp.
RC-221 Taipei Hsien
Phone +886 22 691 3568
+886 22 691 3586
Fax
sales@chainyear.com.tw
Production
Sales and service
Participation
S ales representative
115
Further Informations
110 Glossary
112 Addresses
116 Five-Year Overview
Komax Systems Rockford Inc.
US-Rockford, IL 61109
Phone +1 815 229 3800
Fax
+1 815 229 5491
bill.hoff@komaxgroup.com
Komax Solar Inc.
US-York, PA 17402
Phone +1 717 755 6800
+1 717 755 4300
Fax
brian.micciche@komaxsolar.com
TSK Innovations Co.
US-9922 El Paso, Texas
Phone +1 915 581 9718
+1 915 581 9768
Fax
Uzbekistan
Ostec
RU-121467 Moscow
Phone +7 495 788 4444
Fax
+7 495 788 4442
igor.volkov@ostec-group.ru
Vietnam
DKSH Technology Co. Ltd.
VN-Ho Chi Minh City
Phone +84 38 125 806
Fax
+84 38 125 807
ngoc.thihong.vu@dksh.com
DKSH Technology Co. Ltd.
VN-Hanoi
Phone +84 34 9424 725
Fax
+84 34 9424 730
huu.viet.nguyen@dksh.com
All other countries
Komax AG
CH-6036 Dierikon
Phone +41 41 455 04 55
Fax
+41 41 450 42 66
info.din@komaxgroup.com
Thailand
DKSH (Thailand) Ltd.
TH-10310 Bangkok
Phone +66 2254 4900 1696
+66 2652 9417 1550
Fax
weilun.tsao@dksh.com
Tunesia
TSK Tunisia s.a.l.
TN-8603 Tunis
Phone +216 71 770 506
Fax
+216 71 770 424
ahmed.hamdouni@tsk.com.tn
Reemi
TN-2000 Le Bardo
Phone +216 71 222 811
Fax
+216 71 519 913
reemi@planet.tn
Turkey
TSK Test Sistemleri Ltd. Sti.
TR-59860 Velimese Corlu
Phone +90 282 691 12 27
Fax
+90 282 691 12 33
yuksel@tsktr.com
Unitek Elektrik San. Ve Tic.
Ltd. Sti.
TR-34852 Maltepe – Istanbul
Phone +90 216 518 9440
+90 216 518 9436
Fax
info@unitek-elektrik.com
UAE
Contax Automatin Ltd.
GB-W5 3BU London
Phone +44 208 354 9923
Fax
+44 208 9988 771
morteza@contaxautomation.com
Ukraine
Wireworks
UA-79015 Lviv
Phone +38 067 673 0314
Fax
+38 032 245 1193
andriy.tytomyr@wireworksua.com
Uruguay
EL PROVEEDOR S.R.L.
AR-Buenos Aires
Phone +54 11 476 136 07
+54 11 476 136 07
Fax
nmatus@elproveedorsl.com.ar
USA
Komax Corporation
US-Buffalo Grove, IL 60089-4507
Phone +1 847 537 6640
+1 847 537 5751
Fax
info.buf@komaxgroup.com
116
Five-year overview
in TCHF
Revenues1)
Gross profit
in % of revenues
EBITD
in % of revenues
Operating profit/loss (EBIT)
in % of revenues
Group profit/loss after taxes (EAT)
in % of revenues
Depreciation
Cash flow from operating activities
Investments in non-current assets
Free cash flow
Research and development
in % of revenues
Total assets
Non-current assets
Current assets
Shareholders’ equity 2)
in % of total assets
Share capital
Total liabilities
in % of total assets
Non-current financial loans
Current financial loans
Net cash (+) / net indebtedness (−)
Headcount (at year-end)
Revenues per employee 3)
Gross value added per employee3)
Net value added per employee3)
Shares4)
Par value
High
Low
Closing price on 31.12.
2012
2011
2010
2009
2008
340 172
178 559
52.5
211 504
120 169
56.8
36 443
−14 504
10.7
−6.9
29 110
−22 672
8.6
−10.7
342 733
192 636
56.2
39 091
11.4
31 119
9.1
17 780
−19 835
23 226
288 216
170 188
371 424
200 837
59.0
22 924
8.0
14 352
5.0
10 046
3.5
8 572
45 222
9 033
27 627
24 566
8.5
360 189
141 887
218 302
244 391
67.9
344
54.1
54 906
14.8
47 536
12.8
39 280
10.6
7 370
10 055
13 536
−61
23 526
6.3
361 448
112 454
248 994
246 994
68.3
340
5.2
7 333
24 546
5 890
19 500
20 511
6.0
318 698
107 162
211 536
212 523
66.7
340
−9.4
8 168
−8 196
14 414
−21 513
20 101
9.5
290 855
114 187
176 668
199 899
68.7
339
90 956
31.3
44 524
0
−6 270
987
209
87
79
3 388
0.10
80.00
36.05
72.00
6.8
7 972
29 268
8 744
21 717
25 248
7.4
322 086
108 397
213 689
222 098
69.0
339
99 988
31.0
2 000
24 680
19 683
1 138
309
137
130
3 388
0.10
175.00
48.95
53.90
114 904
113 413
106 175
31.9
56 765
0
938
1 330
246
108
100
3 444
0.10
97.10
61.25
71.00
No.
No. 1 000
CHF
CHF
CHF
CHF
31.4
46 571
0
5 604
1 140
343
147
140
3 401
0.10
120.00
59.00
68.75
33.3
42 374
0
12 026
1 023
333
135
127
3 401
0.10
103.00
73.10
102.00
1) Revenues: net sales + other operating income.
2) Equity attributable to equity holders of the parent company.
3) Calculated on the basis of average headcount.
4) Changes resulting from the exercising of option rights.
Komax Holding AG
Investor Relations and
Corporate Communications
Marco Knuchel
Industriestrasse 6
CH-6036 Dierikon
Phone +41 41 455 06 16
marco.knuchel@komaxgroup.com
Financial calendar
Annual General Meeting
Dividend payment
Half-year results 2013
3 May 2013
10 May 2013
20 August 2013
First information on the year 2013
21 January 2014
Annual media conference/analysts’
presentation
Annual General Meeting
26 March 2014
7 May 2014
Forward-looking statements
The present Annual Report contains
forward-looking statements in relation
to Komax which are based on current
assumptions and expectations. Unfore-
seeable events and developments
could cause actual results to differ ma-
terially from those anticipated. Exam-
ples include: changes in the economic
and legal environment, the outcome
of legal disputes, exchange rate fluctu-
ations, unexpected market behaviour
on the part of our competitors, negative
publicity, and the departure of mem-
bers of management. The forward-
looking statements are pure assump-
tions, made on the basis of information
that is currently available. This Annual
Report is available in English and Ger-
man. The original German version is
binding.
Imprint
Published by:
Komax Holding AG, Dierikon
Concept and realisation:
Linkgroup, Zurich
www.linkgroup.ch
Publishing platform/PublishingSuite®
Linkgroup, Zurich
www.linkgroup.ch
Steiner Communications,
Zurich/Uitikon
www.steinercom.ch
Illustrations:
Corinna Staffe, Lyon
www.corinnastaffe.com
Portraits:
Bernd Schifferdecker, Stuttgart
www.berndschifferdecker.com
Produced on a climate-neutral basis
by Linkgroup.
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Komax Holding AG
Industriestrasse 6
CH-6036 Dierikon
Switzerland
Phone +41 41 455 04 55
www.komaxgroup.com