annual report 2004/2005 - infranor · since its acquisition of cybelec sa, the infranor group had...
TRANSCRIPT
Infranor Inter AGSchaffhauserstrasse 418PostfachCH-8050 Zurich
Phone +41 (0)44 307 45 00Fax +41 (0)44 307 45 10
www.infranor.com
Responsiblefor Investor Relations:Martin Bölsterli,Chief Executive Officer
Phone +41 (0)44 307 45 28Fax +41 (0)44 307 45 10
Annual Report 2004/2005
Contents
Key Figures for the Infranor Group
Infranor Inter Securities
Profile
2004 /2005 Business Year
Switzerland
Europe excl. Switzerland
North America
Corporate Governance
Operating Companies of the Infranor Group
Infranor Group Financial Report
Infranor Inter AG Financial Report
Addresses
2
3
4
6
11
13
15
16
23
25
51
59
22
Key Figures00
/01
01/0
2
02/0
3
03/0
4
Sales in 1,000 CHF
Infranor Group1,000 CHF 00 /01 01 /02 02 /03 03 /042 04/05
Sales 85,979 67,182 63,365 67,827 60,706
Change versus previous year as % 5.8 – 21.9 – 5.7 7.0 – 10.5
Gross margin as % of sales 55.3 53.2 54.6 53.4 55.5
EBIT 8,648 932 2,741 3,647 1,122
Change versus previous year as % – 7.6 – 89.2 194.1 33.1 – 69.2
as % of sales 10.1 1.4 4.3 5.4 1.8
Net profit/(loss) 5,346 – 8,969 348 1,563 – 674
Change versus previous year as % 0.4 – – 349.1 –
Return on sales as % 6.2 – 0.5 2.3 –
RONOA1 (Return on net operating assets) as % 26.4 3.2 9.7 10.8 3.8
EVA (Economic Value Added) 2,877 – 1,401 163 817 – 737
Cash flow from operating activities 1,024 – 633 2,910 3,032 2,213
Change versus previous year as % – 79.0 – – 4.2 – 27.0
as % of sales 1.2 – 0.9 4.6 4.5 3.6
Free cash flow – 11,875 – 1,800 874 2,190 1,368
as % of sales – 13.8 2.7 1.4 3.2 2.3
Total assets 54,977 39,615 45,042 45,627 41,049
Shareholders’ equity 12,472 3,195 4,292 5,639 4,150
Equity ratio (%) 23 8 10 12 10
Return on equity (%) 27.8 – 10.9 36.4 –
Number of employees 340 290 291 284 283
1 RONOA = EBIT / (working capital – interest-free working capital borrowings) x 1002 Restatement in accordance with IFRS requirements
90,000
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
04/0
5
00/0
1
01/0
2
02/0
3
03/0
4
Gross margin as %
60
50
40
30
20
10
0
04/0
5
00/0
1
01/0
2
02/0
3
03/0
4
EBIT in 1,000 CHF
10,000
8,000
6,000
4,000
2,000
0
04/0
5
00/0
1
01/0
2 *
02/0
3
03/0
4
04/0
5
6,000
4,000
2,000
0
– 2,000
– 4,000
– 6,000
– 8,000
– 10,000
* includes a 5.7 million CHFdepreciation charge due toembezzlement
Net profit in 1,000 CHF
3
Infranor Inter Securities
Key stock figures00 /01 01 /02 02 /03 03 /041 04/05
Number of bearer shares as at 30.4. 635,000 635,000 635,000 635,7502 640,800 2
Share capital as at 30.4. millions CHF 12.7 12.7 12.7 12.7 12.8
Dividend per bearer share CHF 3.10 0 0 1.00 0
Payout ratio % 37 – – 41 0
Consolidated EBIT per share CHF 13.62 1.47 4.312 5.74 1.75
Consolidated earnings per share CHF 8.42 – 13.36 0.55 2.46 –
Consolidated equity per share CHF 19.65 5.08 6.76 8.87 6.48
P/E ratio 11.3 – 73.0 19.4 –
Stock pricesCHF 00 /01 01 /02 02 /03 03 /04 04/05
High 113.50 107.50 50.00 49.00 50.25
Low 85.25 50.00 22.05 34.05 38.00
As at 30.4. 95.00 57.95 40.00 47.75 42.50
Market capitalizationmillions CHF 00 /01 01 /02 02 /03 03 /04 04/05
As at 30.4. 60.3 36.8 25.4 30.4 27.2
Key convertible bond figures02 /03 03 /04 04/05
Number of bonds at year-end 900,000 897,000 876,800
Number of bonds converted in the course of the year 0 3,000 20,200
Prices
High in CHF 102.00 104.00 104.5
Low in CHF 97.00 98.00 97.5
As at 30.4. 101.00 104.50 97.5
Term December 18, 2002 until December 18, 2009; coupon 5 percent p.a.; par value 10.00 CHFConversion ratio: 4 bonds may be exchanged for one bearer share with a par value of 20.00 CHF
1 In order to enhance comparability, these prior-year figures have been adjusted in line with the IFRS restatement2 Increase due to conversion of bonds
0
20
40
60
80
100
in CHF
KursentwicklungShare price performance of bearer share
1.5.
00
1.11
.00
1.5.
01
1.11
.01
1.5.
02
1
0
20
40
60
80
100
in CHF
1.5.
01
1.11
.01
1.5.
02
1.11
.02
1.5.
03
1.11
.03
1.5.
04
1.11
.04
1.5.
05
Infranor in comparisonwith SPI SSELQ
InfranorSPI SSELQ
4
Profile
ActivitySince it was founded in 1941, the InfranorGroup has been focused on the automationof mechanical processes in industrialapplications. Infranor’s automation solutionsenable the rapid and precise deploymentof machinery, plant and equipment in indus-trial production, in the packaging industry,in industrial handling, in process engineeringfor foodstuffs, chemicals, pharmaceuticals,textiles and plastics and paper processing, andin medical and nuclear technology. Widelyexperienced in a variety of fields of applica-tion, Infranor is able to enter markets withnew requirements at any time.
Infranor sells both individual componentsand complete systems, and develops solu-tions tailored to the needs of the customer.For this, it mainly uses its own servomotors,electronics, controls and software to drive thesolutions, coordinate several axes, and con-trol motion sequences and entire machines.
Infranor aims to provide a high level of valueadded by positioning itself in promisingniche markets and offering applications thatrequire extensive know-how and excellentengineering skills.
Core expertiseInfranor’s core expertise is in intelligentmechatronics: translating electronic signalsinto controlled motion sequences and thenincorporating these sequences into program-mable systems.
Infranor – Value added with controlled motion
Organizational structureInfranor forms a cohesive, global network ofindependent operating units, each of whichequips its customers in the field of industrialautomation with the optimum motion solu-tions for their specific requirements.
The engineering companies offer customizedsolutions. They have the extensive expertisethey require to solve problems independent-ly, using either complete systems or indi-vidual components. Their activities span engi-neering, the sale of Infranor and comple-mentary products.
The product companies offer their own high-quality, basic products, which can betailored to the specific requirements of OEMs.As independent suppliers of know-how andoptimized products, they have their own strongidentity. Their activities span product devel-opment, production, sales and service. Theirknow-how and their presence in variousregions allows them to play an important rolestrengthening the engineering companies.
MarketInfranor sells to the three main geographicalmarkets for automation, Europe, NorthAmerica and Asia, where the total marketvolume for servomotors, servo-amplifiers,controllers, controls and electronic systemcomponents comes to several billion Swissfrancs. On average, this market grows by morethan 5 percent p.a. Within this overallmarket, Infranor is positioned mainly in nicheswhich demand increased automation, flexi-bility, modularity and miniaturization in plantand machinery while also requiring cus-tomized and complex technical solutions.
5
Strategy– Infranor addresses its potential customers
and their specific needs directly, and pre-sents its offering on the Internet and at tradefairs.
– Infranor puts its core expertise to optimumuse by placing an emphasis on working inpartnership with each and every one of itscustomers, and differentiates itself fromits competitors by providing better valueadded.
– Through close working partnerships with itscustomers, Infranor updates its own indus-trial expertise, which it routinely applies indeveloping new products and systems tai-lored to customers’ specific needs.
– Wherever possible, Infranor supplies servo-motors with intelligent servo-amplifiersand master controls developed and producedin-house.
Financial targetsInfranor’s growth strategy is aimed mainly atimproving its financial results. Over themedium term, Infranor targets an EBIT mar-gin of more than 10 percent. As well asfocusing on generating the necessary salesgrowth, it places an emphasis on conscien-tiously maintaining margins and carefullymanaging costs and finances.
SustainabilityHuman resourcesInfranor actively promotes the continuingdevelopment of employees across thecompany through knowledge exchange andinternal and external training. Each prod-uct company runs several courses a year forthe engineering companies. By assigninga considerable amount of responsibility at alllevels, Infranor requires and encourages itsemployees to be dedicated and self-sufficient.
EnvironmentInfranor is guided in its business activities bythe principle that, in meeting today’s needs,we should not jeopardize those of future gen-erations. At product level, the pressure forminiaturization encourages careful and eco-nomic use of natural resources. At oper-ating level, the rational use of energy is drivenby ecological considerations. Using environ-mentally friendly packaging at every factoryis one of Infranor’s priorities. There areplans to introduce ISO standard 14000 acrossthe Group.
Worldcustomermarket
Engineeringand salescompanies(Centers ofcompetence)
Othersuppliers
Developmentandmanufacturingcompanies
Infranor sales system
6
2004 /2005 Business Year
Decentralized strategy proves its worthThanks to its decentralized structure, theInfranor Group has a strong local footholdin the markets it serves. In Europe, and in-creasingly in the USA too, we make use of ourclose contacts with a broad base of OEMcustomers. Despite a relatively modest salesforce headcount, the number of interestingcustomer projects was measurably increasedagain last year. This was achieved with thehelp of a refined screening system in regularuse across the Group, which ensures thatour specialists concentrate on projects thatshow promise. Last year saw sharp monthlyfluctuations in incoming orders, and Infranorwas not immune to the general reluctanceto invest which prevails in the manufacturingsector. Nevertheless, we are convinced thatwe are pursuing the right strategy for the longterm.
The “Best Solution” principleIn collaborating with our current and poten-tial customers, we work on the “Best Solution”principle. We intend to offer every customerthe best possible solution for their needs.In doing so, we use our own products wher-ever possible rather than as a hard and fastrule. We consider the main criteria for a “bestsolution” to be the best technical solution,service friendliness and the price. When itcomes to the technology, we seek not themost ingenious or the cheapest solution, butthat which provides the best combinationof reliability, longevity and value for money.
Birth of a new productSince its acquisition of Cybelec SA, the InfranorGroup had been predicting that an addi-tional market for complete systems wouldopen up. And now we do indeed have asituation in Europe and the USA where cus-tomers increasingly wish to source systemsas well as individual components from a sin-gle supplier. This puts suppliers with inte-grated systems at an advantage. Infranor isable to benefit from this trend, as ourtwenty years’ experience of designing, devel-oping and supplying drive and controlsystems for bending presses enables us toapply the same know-how to general me-chanical engineering. The last business yearsaw the birth of the new ELITE controlsystem, which was developed by Cybelec SA,Yverdon. Since it is freely programmableand compatible with generally well-knownprogramming systems and Infranor’sdrive components, this state-of-the-art instru-ment has a broad range of uses. As severaldrive units – controllers and servomotors –
77
Switch to IFRSInfranor’s financial statements have untilnow been prepared in accordance with SwissGAAP ARR (Accounting and ReportingRecommendations). For the 2004/05 busi-ness year, financial statements have for thefirst time been prepared in full compliancewith International Financial ReportingStandards (IFRS). The switch was made withretroactive effect from May 1, 2003, i.e.figures for 2003/04 have been restated. Theyare therefore comparable with this year’sannual statements.
Consolidated Income StatementAt 60.7 million CHF, consolidated sales were10.5 percent down on the previous year(67.8 million CHF). This difference of 7.1 mil-lion CHF is attributable to just four businessevents. The main factors were the absence ofthe majority of a non-Group one-off item(4.3 million CHF), the loss of a customer inthe USA (0.7 million CHF) and the tempo-rary loss of two Swiss customers (3.1 millionCHF). Apart from these exceptional events,business was stable year on year. Although thesales trend was nevertheless disappointing,based on the results for the first six months,Infranor was able to forecast year-on-yearsales growth in the region of 10 percent for2004/05 as a whole. However, the generalslowdown in the economy from November2004 onwards had the opposite effect. Thenet loss for the year is due mainly to this dropin sales. The geographical breakdown ofsales remained practically unchanged com-pared with the previous year, with Europeexcluding Switzerland merely taking two per-centage points from Switzerland.
are always required at the same timewhen a control system is applied, we predictnot only appreciable growth but also amore secure future for our components busi-ness. We will, of course, continue to sellmotors, servo-amplifiers, controllers andcontrols as individual components.
Market focusEurope and the USA will continue to be thelargest markets for controlled motion anddrive systems, at least for the next five years.During this time, considerably highervolumes will be generated in Europe andthe USA than in the Asian markets, pri-marily China, which are forecast to grow atan incredible rate. During the currentbusiness year, Infranor will build up a branchin China, thereby pursuing three aims:1. to support our western customers whenthey relocate to China 2. to supply newChinese OEMs and 3. to guarantee servicingfor plant and machinery that has beenfitted with Infranor systems and shipped toChina. However, we will continue to focusour marketing on our western markets. Giventhat our market shares are still small, wesee the greatest growth potential in thesemarkets.
Breakdown of salesby product
Servomotorsand sensors 32 ,4%
Controllers andservo-amplifiers 28 ,0%
Numericalcontrols 26,9%
Service, repairs,spare parts 6,0%
Traded products 6,7%
Geographical break-down of sales as %
Switzerland 12,9%
Europe excl.Switzerland 70,2%
North America 13,0%
Asia 3,9%
8
At 12.0 million CHF, the volume of orders onhand at year-end was slightly higher than itwas at the beginning of the year (11.2 millionCHF). The gross margin of 55.5 percentwas sharply up on the previous year (53.4%).It would have been better even leaving asidethe previous year’s one-off item, which reducedthe margin.
Operating costs were held stable year on year.The personnel costs included in this itemwere 0.2 million CHF lower overall. As saleswere too low, EBIT were an unsatisfactory1.8 percent, resulting in a net loss of 0.7 mil-lion CHF, compared with the previousyear’s profit of 1.6 million CHF. The loss alsoincludes the negative impact of currenciesto the tune of 0.4 million CHF. Infranor wasat least able to cushion the blow of lowersales with improved margins and strict costmanagement. All development projects(6.9 percent of sales) continued accordingto plan, unaffected by the increased costpressure. Cash flow from operating activitiesreached 2.2 million CHF (3.0 million CHF).Free cash flow amounted to 1.3 million CHF(2.2 million) and served to reduce financialliabilities.
Consolidated Balance SheetBalance sheet total declined by 10 percentor 4.6 million CHF. On the assets side, allitems under current assets were affected,especially cash and cash equivalents (1.5 million
CHF) and trade accounts receivable (2.3 mil-lion CHF). The main items of note onthe liabilities side included a 1.7 million CHFreduction in financial liabilities, a reduc-tion in trade accounts payable (0.8 millionCHF) and a 1.5 million CHF reduction inshareholders’ equity. Together with the sub-ordinated convertible bond of 8.4 millionCHF, capital and reserves continue to standat 30 percent.
Product segmentsAmong the Infranor Group’s product segments,motors and servo-amplifiers representedthe same percentage of total sales as they didin the previous year. In contrast, Cybelec’scontrols increased sharply in percentage andabsolute terms. They grew by 18 percent toreach 27 percent of total sales. Traded prod-ucts declined from 13 to 7 percent in theabsence of the previous year’s one-off item.
Organizational structureAt the end of April/beginning of May 2005,the Infranor Group completed its organi-zational restructuring project. All former for-eign branches have now been convertedor incorporated into independent subsidiaries,with the exception of the Spanish branch,which will not be converted into a subsidiaryuntil the time of its planned move. The Euro-pean operating subsidiaries, with the excep-tion of Cybelec SA and its subsidiaries inItaly and France and Mavilor Motors SA, havebeen brought together within InfranorHolding SA, which has its registered officein Coppet. This brings advantages from amanagement, legal and financial perspective.
00/0
1
01/0
2
02/0
3
03/0
4
Research anddevelopmentin 1,000 CHF
5,0004,5004,0003,5003,0002,5002,0001,5001,000
5000
04/0
5
Breakdown of salesin sectors
Industrialmanufacturing 52%
Industrialhandling/assembly 13%
Processingindustry 7%
Packaging 5%
Service, repairs,spare parts 6%
Others 17%
of increasing sales by 10 percent in the currentbusiness year and generating a net profitof over 1 million CHF. By the time this reportwent to press, around half of all Groupcompanies had increased incoming ordersyear on year. Consolidated incoming ordersare also higher year on year. Both the numberof projects and our product range are suffi-cient to meet the targets set. Firmer demandfor our customers products is still lacking atthe present time, but experience shows thatthe situation can turn around within a fewmonths. The Group Management is stickingto its targets and projections.
A word of thanksWe would like to sincerely thank all our em-ployees for their input, all our customersfor their loyalty, all our business partners fortheir constructive cooperation and all ourshareholders for the trust they have placedin us.
9
Infranor securitiesBearer sharesAt the beginning of the business year, the shareprice stood at 45.00 CHF. It hit two intra-year highs of 50.25 and 47.00 CHF. Reflectingthe general stock market trend and thetrading statements we issued, it was fluctuat-ing around the 42.50 CHF-mark towardsthe end of the business year. The companydoes not influence the share price directly.
Subordinated convertible bond 2002–09At the end of the business year, the bid pricestood at 97.50 CHF. Use was made of theconversion options in comparatively few cases.(20,200 bonds converted into 5,050 shares).
Annual Shareholders’ Meeting 2005Due to the loss posted in 2004/05 and withan eye towards a flexible dividend policy,the Board of Directors will propose that nodividend be paid.
OutlookThe company started the new year with a slightlyhigher volume of orders on hand. On thebasis of the detailed assessment of the demandsituation, the Group has set itself the target Nicolas Eichenberger
Chairman of the Board of Directors
Martin BölsterliChief Executive Officer
Servomotor BLP 190by Mavilor Motors SA
Networked technology increases reliability and flexibility
Suitable for a wide range of applications, our customer’s looms pro-
duce all types of thickly woven tape (pictured) along with strong
straps for fastening purposes, fire hoses and even artificial arteries.
By using Infranor’s servo technology networked via field buses
with modern touch-panel controls, the customer substantially improved
the ease-of-use and reliability of its looms. For this Swiss weaving
machine manufacturer, proximity to the customer, technical expertise
and value for money were also key factors in its decision to choose
Infranor.
11
Switzerland
The segment comprises:– Infranor SA, an engineering company head-
quartered in Coppet and with a branch inZurich
– Cybelec SA, a product company in Yverdon-les-Bains with the following subsidiaries– Cybelec Srl, Milan (I)– Cynum Industrie SA, Linas-Paris (F)– Cybelec, Shanghai (representative office)
Of all the subsidiaries, Infranor SA has im-plemented the Group strategy involving the“best solution” principle and the “systemapproach” most widely. Several systems solu-tions, consisting of the controls, their pro-gramming, a field bus system, drives and servo-motors, have already been delivered.Infranor products are used in around 80 per-cent of cases on average and occasionallysupplemented with third-party products forthe purposes of optimizing a solution.Infranor SA suffered a temporary slump insales as a result of sharply reduced demandfrom two OEM customers in the CD/DVDsector. Despite an almost 20 percent reduc-tion in costs, the company was forced to posta loss in 2004/05. However, since the startof the current business year, the trend in in-coming orders has been encouraging.
Segment reportSegment Switzerland
1,000 CHF
Year 03 /04 04/05
Net sales 24,859 24,163
of which between
segments 1,382 1,276
Depreciation and amortization – 219 – 186
EBIT 1,049 – 277
as % of net sales 4.2 –
Number of employees 74 73
Total assets 13,056 12,364
Total liabilities 24,078 18,939
Breakdown of salesin the key sectors forInfranor SA(excl. Cybelec)
Industrialmanufacturing 62,2%
Industrialhandling 8,0%
Processingindustry 3,5%
Packaging 2,3%
Repairs andspare parts 4,4%
Others 19,6%
Geographical break-down of salesCybelec
Switzerland 3%
Europe excl.Switzerland 84%
North America 3%
Asia 10%
Cybelec SA, with its numerical controls forsheet-metal forming machinery, had to copewith a sharp increase in demand. Its salesefforts were very successful, mainly in China,Turkey and Italy, but unfortunately couldnot be translated into an equally successfulresult. Work carried out under warrantiesor free of charge depressed the margin, andsales and personnel costs were higher.The latter increased as a result of efforts toensure the development of two futureproducts, one of which is the aforementionedELITE system. The launch of this PC-basedsystem represents a strategic step aimed atbuilding up a second business line alongsidethe successful but one-sided business of sup-plying the global market with control systemsfor bending presses and other forming ma-chinery.
ELITE 065 PLC Touch-Screen-Paneland Control by Cybelec SA
Meeting the specifications to a T
The mobile telephone shown here is representative of countless devices
and machines that incorporate printed circuit boards. These come in
a variety of sizes and contain printed circuits that connect up a huge
number of electronic components. The electronic components are
inserted on the printed circuit boards using automated machinery, which
picks up the individual components at high speed and places them
on the printed circuit board with huge precision. Infranor SA in Rotterdam
has been working together with one of the world’s leading manu-
facturers of these insertion machines for many years. The customer values
Infranor’s adaptability and the extreme reliability of the MESA con-
trollers and Mavilor motors.
13
Europe excl. Switzerland
This segment continues to generate the highestsales revenues, contributing around 50 per-cent of the total. It comprises eight companies.
Engineering companies:– Infranor SAS, Linas-Paris (F)– Infranor SA, Badalona (E), foreign branch– Infranor GmbH, Hanau (D)– Infranor B.V., Oud-Beijerland-Rotterdam (NL)– Infranor Ltd., Lincoln (UK)
Product companies:– Infranor Electronics SAS, Lourdes (F)– Mavilor Motors SA, Barcelona (E)– MESA Automation GmbH, Berlin (D)
The engineering companies saw sales declineby between 8 and 33 percent. The largestfall was reported at the UK company, whichwas consequently given an overhaul(change of managing director, reduction inheadcount) and equipped with a new salesplan. The first two months of the current yearwent well. At Infranor Badalona, salesremained constant (adjusted for the previ-ous year’s one-off item) thanks to therobust Spanish market. There was only aslight decline in EBIT.
Segment reportSegment Europe excl. Switzerland
1,000 CHF
Year 03 /04 04/05
Net sales 53,263* 45,399
of which between
segments 17,817 15,501
Depreciation and amortization – 736 – 724
EBIT 2,045 1,280
as % of net sales 3.8 2.8
Number of employees 177 183
Total assets 29,322 26,143
Total borrowings 14,388 16,947
Breakdown of salesamong the key sectors
Industrialmanufacturing 24%
Industrialhandling 25%
Processingindustry 10%
Packaging 10%
Repairs andspare parts 6%
Others 25% * The figures include the aforementioned one-off item in Spainin the amount of 4.3 million CHF.
The product companies supply to all Infranorengineering companies at arms-lengthprices as well as to third-party enterprises incountries where Infranor does not have itsown companies. Mavilor has started to buildup representative offices in other markets,mainly overseas, and was therefore the onlycompany in this segment able to increasesales (by around 25 percent). In particular,MESA and Infranor Electronics felt theeffects of the drop in incoming orders at theengineering companies, but like Mavilor,they were nevertheless able to end the yearin positive territory.
Due to the double margin system applied,the operating result (EBIT) in this segmentis higher, as the margins of the engineeringand product companies are added together.
CD1-p 400/14Drive by Infranor Electronics SA
Bending presses for improving global agricultural performance
Agricultural machinery incorporates a large number of bent sheet-
metal parts, all of which vary considerably in their size and
complexity. Cybelec is the leading supplier of bending press
controls. Its solutions comprise complete control systems,
including all electric drive components. Cybelec produces
a wide range, from small controls through to highly
complex, multi-axis, fully programmable controls – all
featuring the same level of technical sophistication
and developed to the same high standard. Cybelec
controls are used worldwide by customers
who also receive the support of the Cybelec
service system.
North America
Segment reportSegment North America
1,000 CHF
Year 03 /04 04/05
Net sales 8,945 7,923
of which between
segments 41 2
Depreciation and amortization – 81 – 70
EBIT 553 119
as % of net sales 6.2 1.5
Number of employees 33 27
Total assets 3,250 2,541
Total borrowings 1,522 1,013
This segment includes– Infranor, Inc., an engineering company in
Naugatuck (CT)– Automotion, Inc., a product company in
Ann Arbor (MI)
Infranor, Inc. grew sales by 20 percent yearon year. The company benefited mainly froman upturn in business in the semiconductorindustry and increasing demand among com-panies that equip printing plants, as wellas from a general revival of the Americancapital goods market. Although theunfavourable rate of exchange betweenthe dollar and the euro led to a slightlyreduced gross margin, the company was ableto more than triple EBIT.
At Automotion, Inc., the loss of a major, long-standing customer had a severe impact.As Automotion’s business is of a very long-term nature, meaning that it takes one totwo years to win a new customer, it did noteven come close to making up for thisloss despite all its efforts. The company end-ed the year on a loss. Automation is cur-rently in a transitional phase, during whichit is introducing successor products andnew customer-friendly programming soft-ware while at the same time extendingits sales efforts to customers with a smallernumber of units in order to reduce itsdependence on a handful of large customers.The company aims to at least break evenagain in the current year.
Breakdown of salesamong the key sectors
Industrialmanufacturing 40%
Industrialhandling 5%
Processingindustry 16%
Packaging 2%
Repairs andspare parts 15%
Others 22%
15
ISS 1201.2Drive byAutomotion, Inc.
16
Corporate Governance
TransparencyThe chapter on corporate governance showshow Infranor Inter AG has organized themanagement and control functions withinthe Group. The corporate governance disclosures are fully compliant with the SWXSwiss Exchange directive on information relating to corporate governance.
1. Group structure and significant shareholders1.1 Group structureThe Infranor Group is divided into engineer-ing and product companies (see page 22).These companies are not listed on the stockmarket. Infranor Inter AG’s stake in thesecompanies is shown on page 32, section 1.4.Infranor Inter AG shares are traded on the local caps segment of the SWX Swiss Ex-change under securities number 724910(Telekurs: INI, Reuters: IFNZ. See page 3 forfurther information on the shares and the market capitalization).
Registered office of the company:Infranor Inter AGSchaffhauserstrasse 418PostfachCH-8050 ZurichTel. +41 (0)44 307 45 00Fax +41 (0)44 307 45 10www.infranor.com
1.2 Significant shareholdersAs at April 30, 2005, Perrot Duval Holding SA,Genf, which is listed on the SWX Swiss Ex-change, held 78.5 percent of the shares inInfranor Inter AG.
The Board of Directors is unaware of any othershareholders holding more than 5 percentof the share capital.
1.3 Cross-shareholdingsThere are no cross-shareholdings.
2. Capital structure2.1 Share capitalInfranor Inter AG has had a unitary sharestructure since 1997. The share capitalamounts to 12.8 million CHF, divided into640,800 bearer shares with a par value of 20 CHF. All the shares issued by the com-pany are entitled to dividend payments. The share capital is fully paid up.
As at April 30, 2005, the Infranor Groupheld 5,175 of its own shares (treasuryshares), which, at the time of a dividend payout, are not entitled to a dividend.
2.2 Authorized and conditional capitalAt the Annual Shareholders’ Meeting of Infranor Inter AG held on October 31, 2002,a motion was passed to raise conditional capital of no more than 6,350,000 CHF, con-sisting of no more than 317,500 bearershares, each with a par value of 20 CHF.
According to article 5a of the Articles of Asso-ciation, the company’s share capital may be increased through the exercise of optionsor conversion rights which have been granted in connection with bonds or loansof the company or one of its subsidiaries.
These shares are ex shareholders’ subscrip-tion right.
2.3 Changes in the capital of Infranor Inter AGas at April 30 2005 2004 2003
Share capital 12 816 000 12 715 000 12 700 000
Statutory reserve 1 603 000 1 450 000 1 430 000
Unappropriated
retained earnings 7 837 852 7 519 651 6 481 487
Total 22 256 852 21 684 651 20 611 487
Last year, the share capital increased by101,000 CHF to 12,816,000 CHF (previousyear: increase of 15,000 CHF) as a result of bonds being converted.
17
3. Board of Directors3.1 Members of the Board of DirectorsThe Board of Directors consists of three executive and two non-executive members (see overview on page 18). The two non-executive members have never held an exec-utive position within the Infranor Group. Neither do they have a significant businessrelationship with the Group.
3.2 Other activities and vested interestsThe members of the Board of Directors do notcarry out any other activities and have novested interests that would be of significancefor the Infranor Group and are not men-tioned in the overview on page 18.
3.3 Cross-involvementThere is no cross-involvement among theboards of directors of listed companies.
3.4 Elections and terms of officeThe Annual Shareholders’ Meeting electsthe Board members for a term of three years.
Members may be re-elected.
3.5 Internal organizational structure andcommitteesThe Board of Directors is responsible fordefining the Group’s strategy. It also checksthe company’s basic plans and targets, and identifies external risks and opportu-nities.
Proposals for the compensation and share-holdings of the members of the Group Management are submitted by the remuner-ation committee (Nicolas Eichenberger,Martin Bölsterli and Richard Müller) to theBoard of Directors, which then approvesthese proposals.
2.4 Shares and participation certificatesInfranor Inter AG has only bearer shares witha par value of 20 CHF. There are no voting-rights restrictions of any kind applicable tothese shares.
2.5 Profit-sharing certificatesThere are no profit-sharing certificates
2.6 Limitations on transferability and nominee registrationsThere are no restrictions of any kind appli-cable to the transfer or ownership of InfranorInter AG bearer shares.
2.7 Convertible bonds and warrants/optionsConvertible bondsOn December 18, 2002, the company issueda subordinated convertible bond of a maximum of 12.7 million CHF, carrying a 5 percent coupon. Four bonds, each with a par value of 10 CHF, may be converted intoone new bearer share of 20 CHF betweenJune 16, 2003 and December 11, 2009 or upto 10 calendar days prior to early redemp-tion of the convertible bond. The convertiblebonds have been traded over the counter at Valiant Bank, Berne and Bondpartners AG,Lausanne since March 18, 2003. Share-holders subscribed for 9 million CHF of theconvertible bond issue. The listing of themaximum of 317,500 new bearer shares onthe local caps segment of the SWX Swiss Exchange was approved on June 16, 2003.
OptionsThere are only employee options (see section 5.6).
18
Executive members of the Board of Directors
Nicolas Eichenberger (1958), citizen of Geneva and Trubresiding in Mies (CH)
– Responsible for sub-tasks within Infranor’s Group Management
– Member since 1992– Chairman since 1999– Elected until 2005
Nicolas Eichenberger trained in law and holds achemistry degree (lic.chem.). Between 1992 and 1998, he was Chief Executive Officer of InfranorInter AG. Since 1989, he has also worked forother Perrot Duval Group companies. He was
previously employed at Sapal in Lausanne. Nicolas Eichenberger is Chief Executive Officer of Perrot Duval Holding SA and a member of the Board of Directors at other, unlisted companies.
Non-executive members of the Board of Directors
Dr. Richard Müller (1949), citizen of Lenzburg (CH)residing in Oberlunkhofen (CH)
– Attorney-at-law– Member since 1992– Elected until 2005
Richard Müller is a graduate of the University ofZurich with a PhD in law. He worked as an attorney-at-law in Zurich from 1987 until he movedto Zug in 1994. He is a member of the Board ofDirectors of several unlisted companies. He was
previously a legal adviser to banks and industrial enterprises.
Martin Bölsterli (1942), citizen of Baden and Winterthurresiding in Ennetbaden (CH)
– Chief Executive Officer of Infranor Inter AG
– Member since 1991– CEO and Vice-Chairman since 1998– Elected until 2005
Martin Bölsterli graduated in mechanical engineer-ing from ETH and has an extensive knowledge of business administration. During the course ofhis career prior to joining Infranor, he held senior management positions at large mechanicalengineering companies in Switzerland andabroad, namely Maag Zahnräder AG, Bühler-Uzwil and Heberlein. He is also a member of the Board of Directors at other, unlisted com-panies.
Francesc Cruellas (1947), Spanish citizenresiding in Tiana (Barcelona/E)
– Member of Infranor’s Group Management and Head of Mavilor Motors SA
– Member since 1987– Elected until 2005
Francesc Cruellas studied mechanical engineer-ing at the Technical University of Catalonia(Barcelona). He was already employed at MavilorMotors SA (E) before the company was takenover by Infranor in 1979. He previously held a
senior management position at a food company in Spain. FrancescCruellas sits on the Board of Directors at other companies.
François Jaquier (1962), citizen of Villars-le-Comte (CH)residing in Monaco (MC)
– Independent investment adviser– Member since 2001– Elected until 2005
Maurice Eichenberger– Honorary Chairman
François Jaquier graduated in law from the University of Lausanne. He worked for CreditSuisse Group as head of its San Francisco office for four years and in Monaco for a furtherfour years. He has been an independent in-
vestment adviser since 2001. He sits on the Board of Directors atother, unlisted companies.
19
Due to the size of the company and the factthat three executive members sit on the five-member Board of Directors, the Boarddoes not currently appoint other commit-tees. All tasks within the Board’s area of respon-sibility are completed by the Board as awhole.
The Board of Directors has a quorum if at leasthalf of its members are present. It passes its resolutions with the majority of the votescast. In the event of a tied vote, the Chair-man has the casting vote. The Board of Direc-tors met four times during the 2004/05 business year.
3.6 Definition of areas of responsibilityThe powers and responsibilities of the Boardof Directors and the definition of the areas of responsibility of the Board of Directors andthe Group Management are stipulated in the rules of organization. This can be inspectedat the company’s registered office.
3.7 Information and control instruments vis-à-vis the senior managementEach month, the Board of Directors receiveswritten reports detailing the sales, incom-ing orders and volume of orders of all Groupunits. Four times a year, it receives the units’ quarterly accounts, the consolidatedaccounts (income statement and balancesheet) and an overview of the key figures andthe changes to these figures.
These quarterly reports contain comparisonswith the previous year, the budget and thelatest year-end forecasts.
Special events are always reported immedi-ately.
4. Group Management4.1 Members of Group Management (as at May 1, 2005)See descriptions above. For background infor-mation on Nicolas Eichenberger, Martin Bölsterli and Francesc Cruellas, please see thesection above on the Board of Diretors.
Group Management
Martin Bölsterli– Chief Executive Officer
Nicolas Eichenberger– Special Tasks
In order to strengthen the Group Management until it is extended to include further members.
Pius Bernet (1957),citizen of Egolzwil, residing in Egolzwil (CH)
– Chief Financial Officer of Infranor Group since December 2002
Pius Bernet completed basic business training inbanking and holds degrees in business eco-nomics and accountancy. He has held senior finan-cial positions at Mövenpick and Swissair Groupand served as CFO at Schweiter, Motorola Schweiz
and most recently at the EMEA/ASIA division of K-Tron International(USA). Pius Bernet has been the Infranor Group’s Chief Financial Officer since December 2002. He does not sit on any Boards of Directors.
Francesc Cruellas– Mechanical components
5.2 Compensations for acting members ofgoverning bodiesThe compensation paid out during the yearunder review by one or more Group units directly or indirectly to governing body mem-bers who were fully or partly active duringthe 2004/05 business year came to 862,801 CHFin total. The compensation paid to non-executive members of the Board of Directorscame to 30,000 CHF. No member of a gov-erning body gave up their position in the yearunder review.
5.3 Compensations for former members ofgoverning bodiesThe compensation paid out during the yearunder review by one or more Group units directly or indirectly to two former executivemembers of governing bodies came to82,420 CHF in total.
5.4 Share allotment in the year under reviewNone.
5.5 Share ownershipThe executive members of the Board of Direc-tors and the members of the Group Man-agement hold a total of 2,958 Infranor Inter AGshares. We would like to point out that theChairman of the Board of Directors, NicolasEichenberger, is also Chief Executive Officer of Perrot Duval Holding SA.
The non-executive members of the Board ofDirectors and parties closely linked to thesemembers hold 500 Infranor Inter AG shares.Due to the fact the Infranor Inter shares
4.2 Other activities and vested interestsThe members of the Group Management donot carry out any activities other than thosementioned in the overview and have no vestedinterests that would be of significance for the Infranor Group.
4.3 Management contractsISA Management SA and Infranor Holding SAhave a management contract in place with a company of the Perrot Duval Group. In theyear under review, this company charged315,569 CHF for management services. Thesame company was billed 62,900 CHF by ISA Management SA for services. The man-agement contracts have been concluded for an indefinite period and may be termi-nated annually.
5. Compensations, shareholdings and loans5.1 Content and method of determining thecompensationThe compensation of the non-executive mem-bers of the Board of Directors comprises a fixed fee and fixed expense allowances.This compensation is decided upon by the Board of Directors on the basis of pro-posals put forward by the remunerationcommittee.
The compensation of the executive Boardmembers is included in the pay they receiveas members of the Group Management.
As is the case with the compensation andshareholdings of the members of the GroupManagement, proposals for the amount of compensation are submitted by the remu-neration committee to the Board of Direc-tors, which then approves these proposals.
20
21
are bearer shares, it was not possible to ascer-tain the number of shares held by partiesclosely linked to Board members.
5.6 OptionsSince the 1998/99 business year, an activemember of a governing body has been soldnon-tradable options to purchase Infranor Inter shares. The number of options is deter-mined based on the consolidated net profit.These options may be exercised at the earliestafter three years and have a life of 8 years.One option entitles the holder to purchaseone share. The strike price is the share price in the month prior to the grant date.
A total of 4,910 options are held at the presenttime. Apart from these, no options havebeen granted.
5.7 Additional fees and remunerationsBoard member Dr. iur. Richard Müller chargeda fee of 7,388 CHF for legal services. Mem-bers of the Board of Directors and Group Man-agement have not billed Infranor for anyother fees or remunerations.
5.8 Loans granted by governing bodiesNo loans were granted by governing bodies.
5.9 Highest total compensationThe highest total compensation paid to amember of the Board of Directors during theyear under review was 290,000 CHF.
6. Shareholders’ participation6.1 Voting-rights and representation restrictionsThe company’s Articles of Association do notcontain any restrictions applicable to votingrights.
6.2 Statutory quorumsThe quorums stipulated in the Articles of Association for resolutions carried at the Annual Shareholders’ Meeting are in linewith the legal quorums.
6.3 Convocation of the Annual Shareholders’ Meeting and AgendaThe Annual Shareholders’ Meeting is calledby the Board of Directors or by the gover-ning bodies and persons designated in law.
One or more shareholders who together represent at least 10 percent of the share capi-tal may request that a Shareholders’ Meet-ing be called or an item be added to the agenda.Shareholders whose shares represent a parvalue of 1 million CHF may also request thatan item be added to the agenda.
7. Changes of control and defence measures7.1 Duty to make an offerThe Articles of Association of Infranor Inter AGinclude an “opting out” clause.
7.2 Clauses on changes of controlThere are no clauses on changes of controlbenefiting the Board of Directors and/ormembers of Group Management and otherkey personnel.
8. Auditors8.1 Duration of the mandate and term of office of the lead auditorDeloitte & Touche AG, Zurich has been theInfranor Group’s auditor since 2003/04.Gerhard Ammann, as lead auditor, has beenresponsible for the mandate since 2003/04.
BDO Visura, Zurich has been Infranor InterAG’s auditor since 1994/95. Lead auditorAndreas Wyss has held this position since2003/04.
9. Information policyWe provide shareholders, financial analysts andfinancial journalists with clear and trans-parent information by means of our annualreport, half-year report, annual media conference and Annual Shareholders’ Meet-ing. Quarterly figures and commentaries are distributed to the media and those share-holders whose addresses we have, and webrief the media on current events. The Infranorwebsite (www.infranor.com) contains a special section called “For Investors”.
Infranor Inter AG reports on events that mayaffect the share price in accordance with Article 72 of the Listing Rules of the SWXSwiss Exchange regarding ad-hoc disclo-sures.
ContactOur CEO and CFO are also available to answer questions personally:
– Martin BölsterliChief Executive OfficerTelephone +41 (0)44 307 45 [email protected]
– Pius BernetChief Financial OfficerTelephone +41 (0)44 307 45 [email protected]
Forthcoming eventsOctober 6, 2005 Annual Shareholders’ Meeting
December 20, 2005 Half-year results
The group auditor and the auditor are eachelected by the Annual Shareholders’ Meet-ing for one year. The external auditors con-duct their work in accordance with legal provisions and the principles of the profes-sion.
8.2 Auditing feesThe auditing fees paid to Deloitte & ToucheAG for auditing the consolidated financialstatements of the Infranor Group and the Swisscompanies excluding Infranor Inter AG and for auditing the restatements preparedas part of the switch to IFRS came to 110,000 CHF. BDO Visura Zurich charged10,000 CHF for auditing the accounts of Infranor Inter AG. The foreign auditors chargeda total of 179,441 CHF.
8.3 Additional feesNo additional fees were paid out to the audi-tors alongside those mentioned above.
8.4 Supervisory and control instrumentspertaining to the auditThe auditor produces a written report forthe Board of Directors (management letter).The Board discusses this report with the lead auditor.
22
23
Number of Company Activities Manager employees
Engineering companies
Infranor SA Engineering, sales and service Raymond Käser 9CH-Coppet, Sales office: Zurich [email protected]
Infranor SAS, Engineering, sales and service Patrice Delattre 10F-Linas, Sales offices: Molsheim, Annecy [email protected]
Infranor SA Engineering, sales and service Josep Barbeta 18E-Badalona (Barcelona) [email protected] office: San Sebastian
Infranor B.V. Engineering, sales and service Robert Vermaase 5NL-Oud-Beijerland [email protected]
Infranor GmbH Engineering, sales and service Peter Fritsch 9D-Hanau [email protected]
Infranor Ltd. Engineering, sales and service Adrian Hazelwood 5UK-Lincoln, Sales office: Cranleigh [email protected]
Infranor, Inc. Engineering, sales and service, John Carbone 7USA-Naugatuck, CT incl. Cybelec products [email protected]
Product companies
Automotion, Inc. Development, manufacture and sale Dean De Galan 20USA-Ann Arbor, MI of intelligent drives [email protected]
Infranor Electronics SA Development, manufacture and sale Gilles Lanquetin 36F-Lourdes of intelligent drives [email protected]
Mavilor Motors SA Development, manufacture and sale of AC and Francesc Cruellas 74E-Sta. Perpètua de Mogoda (Barcelona) DC servomotors as well as tacho generators [email protected]
MESA Automation GmbH Development, manufacture and sale Bernd Eberding 14D-Berlin of intelligent drives [email protected]
Cybelec Companies
Cybelec SA Development, manufacture and sale of controls, Dr. Jean-Pierre van Griethuysen 59CH-Yverdon-les-Bains in particular for metal forming machines [email protected]
Cybelec Srl Sales and service of Cybelec products Ing. Luigi Lionetti 4I-Milano [email protected]
Cynum Industrie SA Sales and service of Cybelec products Dr. Jean-Pierre van Griethuysen 1F-Linas [email protected]
Cybelec Sales and service of Cybelec products Yi Wan Li 3CN-Shanghai [email protected]
Operating Companies of the Infranor GroupAs at 1.5.2005
25
Infranor Group Financial Report
26 Consolidated Balance Sheets
27 Consolidated Income Statements
28 Consolidated Cash Flow Statements
29 Consolidated Statements of Changes in Equity
Notes to the Consolidated Financial Statements:
30 Reconciliations from Swiss GAAP ARR to IFRS
32 Segment Reports
34 Consolidation Principles and Accounting Policies
40 Explanatory Notes on the Consolidated Financial Statements
50 Report of the Group Auditors
26
1,000 CHF Note 30.4.05 % 30.4.04 %
Assets
Current assets
Cash, cash equivalents and securities 5 5,579 13.6 7,080 15.5
Trade accounts receivable 1, 6 13,419 32.7 15,735 34.5
Other receivables 7 915 2.2 1,366 3.0
Inventories 1, 8 12,474 30.4 12,773 28.0
Deferred charges 1,132 2.8 1,416 3.1
Non-current assets
Financial assets 154 0.4 230 0.5
Property, plant and equipment 9 4,642 11.3 4,465 9.8
Intangible assets 10 473 1.1 385 0.8
Deferred tax assets 1, 11 2,261 5.5 2,177 4.8
Liabilities
Current liabilities
Current fi nancial liabilities 12 4,802 11.7 3,742 8.2
Trade accounts payable 6,469 15.7 7,295 16.0
Other current liabilities 13 850 2.1 1,404 3.1
Accruals and deferred income 14 3,317 8.1 3,366 7.4
Short-term provisions 15 859 2.1 603 1.3
Provisions for income taxes 359 0.9 607 1.3
Non-current liabilities
Non-current fi nancial liabilities 16 10,936 26.7 13,471 29.5
Subordinated convertible bond 2002 – 2009 1, 17 8,381 20.4 8,498 18.6
Long-term provisions 1, 18, 19 913 2.2 982 2.2
Deferred tax liabilities 1, 20 13 0.0 20 0.0
Shareholders’ equity
Share capital 22 12,816 31.2 12,715 27.9
Capital reserves – 8,422 – 20.5 – 8,530 – 18.7
Revenue reserves 1 457 1.1 – 378 – 0.8
Treasury shares – 120 – 0.3 – 19 – 0.0
Currency translation differences 1 93 0.2 288 0.6
Profi t / (loss) for the year 1 – 674 – 1.6 1,563 3.4
Total current assets 4 33,519 81.7 38,370 84.1
Total assets 41,049 100.0 45,627 100.0
Total current liabilities 4 16,656 40.6 17,017 37.3
Total non-current liabilities 20,243 49.3 22,971 50.3
Total liabilities 36,899 89.9 39,988 87.6
Total shareholders’ equity 4,150 10.1 5,639 12.4
Total liabilities and shareholders’ equity 41,049 100.0 45,627 100.0
Total non-current assets 4 7,530 18.3 7,257 15.9
Consolidated Balance Sheets
27
1,000 CHF Note 04 / 05 % 03 / 04 %
Cost of goods sold – 25,273 – 41.6 – 30,510 – 45.0
Change in inventories – 1,736 – 2.9 – 1,085 – 1.6
Personnel costs 25 – 21,913 – 36.1 – 22,150 – 32.6
General and administrative costs 26 – 2,628 – 4.3 – 2,358 – 3.5
Sales costs 27 – 1,975 – 3.3 – 1,752 – 2.6
Other operating expenses 28 – 5,712 – 9.4 – 5,535 – 8.2
Other operating income 29 633 1.0 246 0.4
Depreciation and amortization 30 – 980 – 1.6 – 1,036 – 1.5
Financial items (net) 31 – 1,699 – 2.8 – 1,609 – 2.4
Taxes 32 – 97 – 0.2 – 475 – 0.7
Undiluted earnings per share in CHF 33 – 1.07 2.46
Diluted earnings per share in CHF 33 – 0.71 1.64
Net sales 23, 24 60,706 100.0 67,827 100.0
Gross margin 33,697 55.5 36,232 53.4
Total operating expenses – 31,595 – 52,1 – 31, 549 – 46.5
Earnings before interest, tax, depreciation and amortization (EBITDA) 2,102 3.4 4,683 6.9
Earnings before interest and tax (EBIT) 1,122 1.8 3,647 5.4
Profi t / (loss) before taxes – 577 – 1.0 2,038 3.0
Net profi t / (loss) – 674 – 1.2 1,563 2.3
Consolidated Income Statements
28
1,000 CHF Note 04 / 05 03 / 04
(Indirect method with cash and cash equivalents)
Cash fl ow from operating activities
Net profi t / (loss) before income taxes and netted fi nancial items (EBIT) 1,122 3,647
Depreciation / amortization of non-current assets 30 980 1,036
Write-downs and provisions 595 – 289
Interest received 31 38
Interest paid – 1,374 – 1,576
Income taxes paid – 900 – 1,304
Change in trade accounts receivables 2,343 – 670
Change in inventories 328 1,453
Change in other current assets 380 – 1,793
Change in trade accounts payables – 827 1,218
Change in other current liabilities – 465 1,272
Cash fl ow from investing activities
Disinvestments / investments in fi nancial assets 76 – 231
Investments in property, plant and equipment 9 – 1,208 – 656
Disposal of property, plant and equipment 9 457 95
Investments in intangible assets 10 – 170 – 50
Cash fl ow from fi nancing activities
Change in current fi nancial liabilities 1,224 1,111
Change in non-current fi nancial liabilities – 2,963 – 1,691
Change in obligations under leases – 470 – 396
Payment of dividends – 636 0
Transactions involving treasury shares – 193 – 44
Increase in capital due to convertible bond 101 30
Currency translation differences on cash and cash equivalents 68 – 91
Cash and cash equivalents at the beginning of the year 7,080 5,971
Cash and cash equivalents at the end of the year 5 5,579 7,080
Change in cash and cash equivalents – 1,501 1,109
Cash fl ow before change in net current assets 454 1,552
Cash fl ow from operating activities 2,213 3,032
Cash fl ow from investing activities – 845 – 842
Free cash fl ow 1,368 – 2,190
Cash fl ow from fi nancing activities – 2,937 – 990
Change in cash and cash equivalents – 1,501 1,109
Consolidated Cash Flow Statements
29
1,000 CHF Share Capital Revenue Treasury Currency Total
capital reserves reserves shares translation shareholders’
differences equity
Net currency translation differences 288 288
Treasury shares – 25 – 19 – 44
Increase in capital due to convertible bond 15 15 30
Option plan 8 8
Net profi t / (loss) 1,563 1,563
Net currency translation differences – 195 – 195
Treasury shares – 92 – 101 – 193
Increase in capital due to convertible bond 101 101 202
Option plan 7 7
Dividend – 636 – 636
Net profi t / (loss) – 674 – 674
Defi nition of the equity categories used within the Infranor Group:
– The share capital is the share capital of the parent company, Infranor Inter AG.
– Capital reserves comprise the goodwill from company acquisi-tions that was taken directly to equity in the past, plus premiums from capital increases.
– Revenue reserves comprise the profi ts retained at the Group companies and the reserves set up with these profi ts.
– The item treasury shares comprises the Infranor Inter AG shares bought back in the market at the respective stock market price.
– Currency translation differences comprise all currency translation differences relating to equity, the other balance sheet items and the income statement.
Balance at 30.4.03 12,700 – 8,553 – 353 0 0 3,794
Balance at 30.4.04 12,715 – 8,530 1,185 – 19 288 5,639
Balance at 30.4.05 12,816 – 8,422 – 217 – 120 93 4,150
Consolidated Statements of Changes in Equity
30
1.1 Effects of adopting IFRS on the income statement and balance sheet as at 30.4.041,000 CHF Swiss GAAP ARR Reclassifi cations Effects of IFRS IFRS Transition to
Income statement 03/04
Net sales 67,830 – 3 67,827 IFRS 1
Total operating expenses – 31,803 – 210 464 – 31,549 IFRS 2, IAS 19
Depreciation and amortization – 1,036 0 0 – 1,036
Financial items (net) – 1,449 – 54 – 106 – 1,609 IAS 32
Extraordinary items – 155 155 0 0
Taxes – 380 0 – 95 – 475 IAS 12
Balance sheet as at 30.4.04
Current assets 37,460 0 910 38,370 IAS 39, IAS 2
Non-current assets 7,060 – 173 370 7,257 IAS 12, IAS 19
Current liabilities 15,757 – 200 1,460 17,017 IAS 39
Non-current liabilities 22,890 26 55 22,971 IAS32, IAS 12, IAS19
Shareholders’ equity 5,873 1 – 235 5,639 IAS 12 +, effect from
1.2 Effects of adopting IFRS on prior- year shareholders’ equity1,000 CHF Business year Business year
ending 30.4.04 ending 30.4.03
Shareholders’ equity under Swiss GAAP ARR 4,566 3,944
Profi t / (loss) for the year 1,307 348
Adjustments to inventories IFRS 1 – 550 – 542
Deferred taxes IAS 12 350 444
Pensions IAS 19 – 506 – 958
Convertible bond IAS 32 472 557
Total effect of IFRS on shareholders’ equity Net – 234 – 499
1. Reconciliations from Swiss GAAP ARR to IFRS
Net profi t / (loss) 1,307 0 256 1,563
Profi t / (loss) before taxes 1,687 0 351 2,038
Earnings before interest and tax (EBIT) 3,291 – 101 457 3,647
Earnings before interest, tax,
depreciation and amortization
(EBITDA) 4,327 – 101 457 4,683
Gross margin 36,130 109 – 7 36,232
Total assets 44,520 – 173 1,280 45,627
Total liabilities 38,647 – 147 1,515 39,988
Total liabilities and shareholders’ equity 44,520 – 173 1,280 45,627
Balance shareholders’ equity before transition to IFRS 5,873 4,292
Shareholders’ equity under IFRS 5,639 3,793
Notes to the Consolidated Financial Statements
31
1.3. Effects of adopting IFRS on prior-year net profi tCHF 1,000 Business year ending 30.4.04
Net profi t under Swiss GAAP ARR 1,307
Adjustments to inventories IFRS 1 – 7
Share-based payments / option plan costs IFRS 2 – 8
Deferred taxes IAS 12 – 96
Pensions IAS 19 452
Convertible bond IAS 32 – 85
Net profi t under IFRS 1,563
1.4 Explanatory notes on the reconciliations
In accordance with IFRS 1, the Infranor Group decided to make use of the following exceptions in retrospectively applying that IFRS:
– Business combinations: Business combinations that took place before the date of transition, May 1, 2003, have not been restated.
– Employee benefi ts: All cumulative actuarial gains and losses at the date of transition, May 1, 2003, have been recognized.
– Cumulative currency translation differences: Currency transla-tion differences at the date of transition have been stated as zero.
The items mentioned in the reconciliations are attributable to the following IFRS requirements:
IFRS 1 Adjustments to inventories In the course of switching to IFRS, the bases of calculation for materials and production overheads were revised. During this process, it became clear that, even under Swiss GAAP ARR, these bases of calculation ought to have been adjusted. In accor dance with IFRS 1.12 and 1.31, an adjustment of 542,034 CHFwas made in equity.
IFRS 2 Share-based PaymentsWhen the Infranor Group became an early adopter of the valuation method of IFRS 2 Share-based Payments, applicable from January 1, 2005, the option plan, which had not been recognized under Swiss GAAP ARR, was fully valued using the Black & Scholes method and entered in the opening balance sheet as at May 1, 2003. As a result, 57,096 CHF of revenue reserves were reclassifi ed as capital reserves. The annual costs amoun-ted to 8,250 CHF for 2003 / 04 and 7,448 CHF for 2004 / 05 and were charged to the income statement, under “Personnel costs”.
IAS 12 Deferred taxesDeferred taxes, resulting from all reconciliation entries, were recognized under “Deferred tax assets” and “Deferred tax liabilities”. In addition, deferred tax assets for tax depreciation of inventories, which were not recognized under Swiss GAAP ARR, were recognized for the fi rst time on April 30, 2003 in the total amount of 223,107 CHF in accordance with IFRS 1.12 and 1.31. Furthermore, deferred tax liabilities were netted against deferred tax assets in the amount of 173,500 CHF.
32
IAS 32 Convertible bondUnlike under IAS 32, an equity component was not accounted for when the convertible bond was fi rst recognized under Swiss GAAP ARR. Under IAS 31, a convertible bond has to be split into a liability and an equity component. The amount to be amortized based on this equity component is refl ected in the difference in interest expense between IFRS and Swiss GAAP ARR. At the date of transition, the difference in accrued interest between SwissGAAP ARR and IFRS amounted to 308,214 CHF before deferred tax adjustments. In future, this liability will be increased at each balance date using the amortized cost method. Under Swiss GAAP ARR, all transactions costs that have to be written down over the term under IFRS were recognized in the 2002 / 03 business year. At the date of transition, the remaining trans-action costs amounted to 248,594 CHF before deferred tax adjustments. In future, these will also be charged to the income statement on each balance sheet date using the amortized cost method.
IAS 39 Financial InstrumentsThe discounted bills, cheques and individual receivables in the amount of 1,605,000 CHF recognized as contingent liabilities under Swiss GAAP ARR remain on the balance sheet under IAS, as of April 30, 2003, either under “Trade accounts receivable” or under “Current fi nancial liabilities”.
Changes in the cash fl ow statementThe classifi cations have been adapted in line with IFRS requirements.
Under IFRS, average exchange rates were used in preparing the cash fl ow statement to translate the cash fl ows of assets of liabilities. Under Swiss GAAP ARR, the exchange rates ruling at the end of the accounting period were used. As a result, the amounts of individual items differ.
IAS 19 Pensions / Long-term employee benefi tsIn accordance with IFRS, all Swiss, French and Italian benefi t plans were re-measured and in total 958,000 CHF were changed to the equity as of May 1, 2003. Under Swiss GAAP ARR, the unrecognized cumulative costs were recognized in the 2003 / 04business year bearing in mind the 10 percent corridor. This cumulative charge in the 2003 / 04 business year, in accordance with Swiss GAAP ARR, was corrected in the opening balance sheet and only the current costs, in accordance with IFRS, were charged in that business year. The following average actuarial assumptions were applied:
– Discount rate 3.5 percent – Expected net return on plan assets 4.5 percent – Expected average wage and salary increases 2.9 percent – Expected increase in pension benefi ts 0.7 percent – IAS 19 did not require any other long-term employee benefi ts,
particularly anniversary bonuses, to be entered in the balance sheet as an additional liability.
– The 10 percent corridor method was also applied under IFRS. In addition, the fi nancial assets of a US company that were recognized under Swiss GAAP ARR were netted against pro -visions for employee benefi t obligations of 72,000 CHF as of April 30, 2003, which do not have to be recognized under IFRS.
Notes to the Consolidated Financial Statements
33
2.1 Primary segment report by regionSegments Switzerland1 Europe excl. North America Intra-Group Total Group
Switzerland transactions
CHF 1,000 04 / 05 03 / 04 04 / 05 03 / 04 04 / 05 03 / 04 04 / 05 03 / 04 04 / 05 03 / 04
of which net sales
between regions 1,276 1,382 15,501 17,817 2 41 – 16,779 – 19,240 0 0
as % of net sales – 0.4 % 5.1 % 4.4 % 5.2 % 2.4 % 7.1 % 3.5 % 6.9 %
Depreciation and
amortization – 186 – 219 – 724 – 736 – 70 – 81 – 980 – 1,036
as % of net sales – 1.1 % 4.2 % 2.8 % 3.8 % 1.5 % 6.2 % 1.8 % 5.4 %
Financial items (net) – 1,699 – 1,609
Income taxes – 97 – 475
Number of employees 73 74 183 177 27 33 283 284
EBIT / employee (thou. CHF) – 3.8 14.2 7.0 11.6 4.4 16.8 4.0 12.8
Total assets 12,364 13,056 26,143 29,322 2,541 3,250 41,049 45,627
Total liabilities 18,939 24,078 16,947 14,388 1,013 1,522 36,899 39,988
Net investments 628 285 1 119 787 16 33 1,763 1,105
Depreciation of property,
plant and equipment – 152 – 204 – 688 – 713 – 61 – 72 – 901 – 989
Amortization
of intangible assets – 57 – 15 – 14 – 23 – 8 – 9 – 79 – 47
Recognition / reversal of
provisions / write-downs* – 1,085 – 711 – 41 992 – 498 203 – 1,624 484
* all non-cash costs excluding depreciation and amortization 1 incl. 3 employees in China
2.2 Secondary segment report by business lineSegments Net sales Assets Investment
CHF 1,000 04 / 05 03 / 04 04 / 05 03 / 04 04 / 05 03 / 04
Motors 19,691 21,211 8,177 7,473 910 358
Servo-amplifi ers 16,965 20,071 7,958 9,791 29 86
Controls 16,284 13,760 11,341 12,812 438 253
Traded products 4,226 8,633 7,386 8,463 209 223
Service, spare parts and repairs 3,540 4,142 6,187 7,088 177 185
Net sales 24,163 24,859 45,399 53,263 7,923 8,945 – 16,779 – 19,240 60,706 67,827
EBIT – 277 1,049 1,280 2,045 119 553 1,122 3,647
EBITDA – 91 1,268 2,004 2,781 189 634 2,102 4,683
Net profi t / (loss) – 674 1,563
Total 60,706 67,827 41,049 45,627 1,763 1,105
2. Segment Report
The Group operates in a single sector of industry. In the segment report, it is therefore broken down geographically, in line with its organizational structure.
The individual reports on the regional segments are based on the fi gures used for internal reporting purposes (management approach) and contain the segments’ total income and expenses. They also contain Group overheads, which are allocated to the segments based on sales.
34
3. Consolidation Principles and Accounting Policies
Basis of preparationThe fi nancial statements of the Infranor Group as of April 30, 2005 are the fi rst to be prepared in accordance with International Financial Reporting Standards (IFRS), always on the basis of historical cost unless the following notes on consolidation prin-ciples and accounting policies state otherwise. Information required under the Swiss Code of Obligations has also been provided. The classifi cation and content of the respective prior-year fi gures have been adjusted accordingly.
The annual fi nancial statements are presented in Swiss francs. However, the majority of the Group’s transactions are conducted in euros.
Basis of consolidationThe consolidated fi nancial statements – consisting of the balance sheet, income statement, cash fl ow statement, statement of changes in equity and notes – are based on the audited annual fi nancial statements of the companies included in the conso-lidation. The consolidated fi nancial statements are prepared from the annual fi nancial statements of the individual companies, which comply with local regulations and practices, in accordance with International Financial Reporting Standards (IFRS) by applying uniform Group-wide consolidation principles and accounting policies.
Consolidation principlesThe consolidated fi nancial statements of the Infranor Group cover all companies in which the Group directly or indirectly holds more than 50 percent of the voting rights or over which the Group exercises signifi cant infl uence in some other way. Newly acquired companies are consolidated from the date of their acquisition. The results of companies that have been sold are recognized until the date of sale.
Companies in which the Group holds over 20 percent but not more than 50 percent of the voting rights are accounted for under the equity method provided the Group does not exercise signifi cant infl uence in some other way. The proportionate equity and the proportionate profi t / loss for the period are stated in the cosolidated fi nan cial statements even if the proportionate equity exceeds historical cost.
Holdings in excess of 50 percent are consolidated by the purchase method applied in the UK and the USA. The assets and liabilities of newly acquired companies are stated at fair value at the time of acquisition. Minority interests show the minorities’ share of total assets less liabilities.
All transactions and balances between the consolidated com-panies are eliminated in the course of consolidation. Intra-Group profi ts generated from internal transactions are eliminated.
Notes to the Consolidated Financial Statements
35
Companies Purpose 9 Remark Share capital Interest Year founded
Infranor Inter AG, CH-Zurich F CHF 12,816,000 100 % 1987
Infranor Holding SA, CH-Coppet F, S 1 CHF 1,091,000 100 % 1941
Infranor SA, CH-Coppet E 2 CHF 100,000 100 % 1953
Infranor SAS, F-Linas / Paris E 3 EUR 38,250 100 % 1992
Infranor Electronics SAS, F-Lourdes P 4 EUR 37,000 100 % 2005
Infranor B.V., NL-Oud-Beijerland E 5 EUR 100,000 100 % 2005
Infranor GmbH, D-Hanau E EUR 100,000 100 % 1968
MESA Automation GmbH, D-Berlin P EUR 100,000 100 % 1982
Infranor Ltd., UK-Lincoln E 6 GBP 50,000 100 % 1983
Infranor Holdings USA, Inc., USA-Dover F USD 1,620 100 % 2001
Infranor, Inc., USA-Naugatuck E USD 1,000 100 % 1982
Automotion, Inc., USA-Ann Arbor P USD 463,070 100 % 1983
Mavilor Motors SA, E-Barcelona P EUR 135,000 100 % 1973
Cybelec SA, CH-Yverdon-les-Bains P CHF 250,000 100 % 1970
Cybelec Srl, I-Milan E EUR 100,000 100 % 2004
Cynum Industrie SA, F-Linas / Paris E 7 EUR 64,000 100 % 1985
ISA Management SA, CH-Coppet S 8 CHF 200,000 100 % 1986
ISA Innovations SA, CH-Fribourg S CHF 50,000 100 % 1980
Violet-Indim SA, CH-Fribourg F CHF 100,000 100 % 1999
Violet-Indim Sarl, F-Lourdes F EUR 8,000 100 % 2000
1 In April 2005, as a result of the Swiss and foreign branches being converted into independent subsidiaries, Infranor SA changed its name, and therefore its pur -pose, to Infranor Holding SA in line with the new structures. As of April 30, 2005, there remained the Spanish branch in Badalona / Barcelona (E) and the Swiss branch in Coppet.
2 Infranor SA, Coppet is the renamed Elektro-Motoren AG, Zug. On May 1, 2005, it took over the Swiss branch (sales activities) of Infranor Holding SA, Coppet.
3 Infranor SAS (société anonyme simplifi ée) was formed when the French branch was spun out of Infranor Holding SA, Coppet. At the end of April 2005, this was incor- porated into the renamed Galaxe SA, Linas.
4 Infranor Electronics SAS was founded by Infranor Holding SA, Coppet in March 2005 and took over its Lourdes branch by means of a spin-off on April 30, 2005.
5 Infranor B.V. was founded by Infranor SA, Coppet in April 2005. The Dutch branch was subsequently transferred to the aforementioned company.
6 In April 2005, the share capital of Infranor Ltd was increased from 2,000 GBP to 50,000 GBP.
7 In September 2004, Cynum Industrie SA moved from Annecy to Linas, to Infranor’s French sales company.
8 In January 2005, ISA Management SA moved from Zug to Coppet. It opened a branch in Zurich.
9 E = Engineering and SalesP = Production, Development and SalesF = FinanceS = Service Provision
Companies included in the consolidationThere were no changes in the Group in the 2004 / 05 business year, i. e. either as a result of acquisitions or as a result of disposals.
The following companies were fully consolidated as of April 30, 2005:
36
Foreign currency translationThe consolidated accounts are prepared in Swiss francs (CHF). The items included in the fi nancial statements of the individual Group companies are presented in the currency of the primary economic environment in which the respective company operates (functional currency). The income statements of foreign com-panies are translated into Swiss francs at the average exchange rates.
The balance sheets of subsidiaries are translated at the exchange rates ruling on April 30 using the closing rate method. The re sulting translation differences are taken to equity and only recognized in the income statement if and when the subsi -diaries are deconsolidated.
Foreign-currency transactions at Group companies are recorded at the exchange rates ruling on the date of the transaction. Gains and losses from such transactions and from the translation of foreign-currency assets and liabilities are taken to the income statement, with the carrying amounts in the balance sheet being translated at the exchange rate ruling at year-end.
Foreign exchange differences on Group loans to a foreign com-pany which are seen as part of the investment are recognized in consolidated equity.
The following exchange rates were used
CHF Year-end rates Average rates for the
for the balance sheet year for the income
statement
30.4.05 30.4.04 04 / 05 03 / 04
USA, US dollar USD 1.1898 1.2982 1.2090 1.3130
Europe, Euro EUR 1.5373 1.5546 1.5390 1.5530
UK, Pound Sterling GBP 2.2750 2.3025 2.2490 2.2480
Financial instrumentsThe fi nancial instruments used are entered in the balance sheet on the trading date. Derivative fi nancial instruments are carried in the balance sheet at fair value. The Group occasionally uses forward exchange contracts. Forward exchange transactions are concluded for the purpose of hedging a current contract or an amount due from a customer in a foreign currency (fair value hedge). In this case, each of the changes in the fair value of the hedging instrument and the hedged item are taken to income, bearing in mind deferred taxes, and the fair values are stated in the balance sheet with the hedged item. Ultimately, the changes in the fair value of the hedging instrument and the hedged item offset each other in the income statement.
Cash fl ow hedges serve to hedge future contracts in particular. In this case, the change in fair value is taken to equity, bearing in mind deferred taxes (OCI, Other Comprehensive Income / Ex-pense), and the fair value and deferrals are stated in the balance sheet.
Market risks and risk management policiesThe Group is exposed to market risks, mainly in the form of inter-est rate, foreign currency and credit risks. The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not eliminate the risk of unsuc-cessful transactions. These systems offer adequate but not total protection against errors and losses. The Group Management is responsible for identifying and assessing signifi cant risks for the respective company.
In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a comprehen-sive approach to risk management – the Group Management attaches importance to building up and maintaining a suitable risk management culture.
Financial instruments include in particular bank deposits, trade accounts receivable and payable, and interest-bearing liabilities. The majority are dominated in Swiss francs and euros. The bank deposits and the trade accounts receivable and payable are mostly carried at fair value.
The Group’s risk policy also includes protecting against risks through comprehensive and effi cient insurance cover and through Infranor’s broad spread of customers across various sectors of industry and geographical regions.
Notes to the Consolidated Financial Statements
37
Liquidity risksThe Group’s management company ensures that the Group com -panies always have access to optimum liquidity. The raising of bank loans is managed centrally by this management company.
Interest rate risksThe risk of changes in interest rates relates primarily to liabilities which are interest-bearing over the long term. In most cases, the Group has concluded long-term contracts at fi xed rates of interest in order to minimize the risk of changes in interest rates. Interest is currently paid on the remainder of its non-current fi nancial liabilities at money market rates. The Group reviews the interest rate situation and hedging opportunities on a regular basis. No derivatives are used for the purpose of hedging inte-rest rate risks.
Exchange rate risksThe Group sells products and services in foreign currencies and is therefore exposed to fl uctuations in foreign exchange rates. The largest percentage of sales is generated in the European Unionin euros while a further signifi cant percentage is generated in Swiss francs. Investments in foreign companies are not hedged. Exchange rate risks arising from intra-company loans are occasionally hedged by means of forward exchange contracts. Future cash infl ows and outfl ows are only hedged in certain, larger cases.
Forward exchange transactions are concluded only sporadically where larger items need to be hedged. The instruments are not used as speculative investments.
Credit risksThere is no large concentration of risk relating to trade accounts receivable. In order to minimize credit risks, the local management agrees additional collateral (e. g. irrevocably confi rmed credits, bank guarantees, trade indemnity insurance, etc.) where this is deemed appropriate on the basis of specifi c sector / country and customer analyses. Bank accounts are held only at fi rst-rate credit institutions. The Group carries out regular checks on the creditworthiness of its customers.
Accounting policies
Net salesRevenue from product sales or service provision is recognized at the time the products are delivered or the services provided, less sales deductions and value added taxes.
Cash and cash equivalentsCash and cash equivalents comprise cash on hand, postal giro account and bank deposits, amounts due from money market transactions maturing in up to 3 months, and securities.
Trade accounts receivableTrade receivables are carried in the balance sheet at face value. The necessary provisions are recognized for doubtful debts.
Inventories and work in progressPurchased goods and products manufactured in-house are recognized at cost. Manufacturing cost includes the cost of the components, all specifi c production costs (actual costs) plus an appropriate allocation of production overheads and produc-tion-related depreciation and amortization. A write-down is charged if the net value realizable from the sale of an item is lower than the cost of inventories calculated in accordance with the methods described above.
Inventories are measured using the weighted average cost method. An additional write-down is charged for obsolete inven-tory items based on turnover frequency. Discounts received are recognized as a reduction in the purchase price.
Intra-Group profi ts from internal deliveries are eliminated in the income statement.
Property, plant and equipment Property, plant and equipment is measured at cost less any necessary depreciation.
Items are depreciated by the straight-line method over the follow-ing estimated useful lives: buildings and installations 20 to 25 years; machinery and tools, industrial plant, offi ce furniture and equipment 5 to 10 years; motor vehicles and IT equipment 2 to 5 years.
38
Notes to the Consolidated Financial Statements
LeasesLease agreements for property, plant and equipment where both the risks and the rights incident to ownership are transferred to the Group (fi nance leases) are capitalized at present value at acquisition and written down over the aforementioned estimated useful lives. The corresponding liabilities are recognized under “Current fi nancial liabilities” or “Non-current fi nancial liabilities”, depending on whether they fall due within or after 12 months. The cost of maintaining and repairing the property, plant and equipment is charged to the income statement if it does not add value.
Payments made under operating leases are charged directly to the income statement.
Intangible assets and goodwillBefore the switch to IFRS, goodwill arising on acquisitions was eliminated against equity. Under IFRS 1, Infranor has decided not to apply IFRS 3 Business Combinations retrospectively when accounting for goodwill.
The last acquisition, of Automotion Inc. on December 1, 2000, on which Infranor effectively paid goodwill in the amount of 7.77 million CHF, was charged directly and in full to consolidated equity. The 1989 acquisition of Cybelec SA, on which goodwill in the amount of 13.83 million CHF was paid, was also charged directly to equity.
Other purchased intangible assets are only carried in the balance sheet if they will generate measurable benefi ts for the company over several years. Internally generated intangible assets are not capitalized. Intangible assets that may be capitalized are meas-ured at no more than cost. When entering an intangible asset in the balance sheet, the future useful life is carefully estimated and the asset is amortized on a straight-line basis over this useful life, with amortization being charged to the profi t for the period. Licences, trademarks and patents are amortized over 3 to 10 years, software over 2 to 5 years and product development over 2 to 5 years.
Impairment of assetsAt least at each balance sheet date, the Group’s assets are reviewed for impairment. If there are indications that an asset may be impaired, the recoverable value of the asset is calcu-lated. An impairment charge is recognized if the current carrying value exceeds the recoverable value. The recoverable value is the higher of the estimated net selling price and value in use. To determine value in use, the present value of estimated future cash fl ows is calculated. The discount rate used for this is the average interest rate on capital in the country in which the asset is located, bearing in mind the specifi c risks to the asset.
Research and development costsResearch project costs are charged in full to the income state-ment at the time they are incurred. Development costs for new products are not capitalized unless the capitalization criteria set out in IAS 38 have been met.
LiabilitiesBorrowings are fi rst stated at fair value less the transaction costs incurred and for all subsequent periods measured using the amor tized cost method. Differences between the cash infl ow (after deduction of transaction costs) and the repayment amounted are recognized in the income statement using the effective interest rate method over the period during which the external funds are being drawn upon. Financial liabilities comprise borrowings on current accounts at banks, obliga-tions under fi nance leases and all other fi nancial debts. The face value of trade accounts payable is usually taken as their fair value.
Convertible bondWhen issuing convertible bonds, the fair value of the liability component is carried under the separate item “Subordinated bond” on the basis of a typical market interest rate for a com-parable, non-convertible bond using the amortized cost method. The remainder of the cash infl ow (equity component) is as -signed to the option to convert and taken to equity. The value of the option to convert changes in the subsequent reporting periods.
39
Long-term provisionsLong-term provisions comprise pension obligations and other obligations towards employees, plus liabilities which are uncertain, either in terms of their due date or their amount.
Income taxesProvisions are provided for taxes incurred on business income irrespective of when such liabilities fall due for payment and bearing in mind any tax-deductible losses carried forward.
Deferred taxesDeferred taxes are taxes for temporary differences between the values of assets and liabilities as recognized by the revenue authorities and the values as stated in the consolidated fi nancial statements. Deferred taxes are calculated using the liability method on the basis of the maximum local tax rate ruling at the balance sheet date. Deferred tax assets are calculated for all deductible temporary differences if it is likely that suffi cient tax- able income will be generated in the future. Deferred tax assets and liabilities are netted insofar as legal regulations permit offsetting. Changes in the amounts of deferred taxes are recognized as tax expense.
Provisions are not provided for taxes that would be incurred were subsidiaries to distribute retained earnings, except where a distribution can be expected in the foreseeable future or where it has been decided.
Earnings per shareDiluted earnings per share include the dilutive effect of the conditional share capital, which is drawn upon mainly as a result of the conversion of the bond.
Employee benefi t plans and other employee benefi tsWithin the Group, there are various pension plans which in each case are in line with local circumstances. The assets held in one of these pension plans have been transferred to a legally semi-autonomous employee benefi t plan. In addition to salary-based employer contributions, some of the pension plans also require contributions from employees. Employer contri-butions to defi ned contribution plans are recognized in the income statement.
The largest employee benefi t plans in Switzerland have been set up on the basis of the Swiss Federal Law on Occupational Retirement, Survivors’ and Disability Pension Plans and qualify as defi ned benefi t plans under IFRS. For employees abroad, there are defi ned benefi t plans. The obligations and costs arising from these benefi ts plans are calculated by an independent actuary employing the project unit credit method. If the fair value of the plan assets is higher or lower than the present value of the benefi t obligation, the difference is carried in the balance sheet as an asset or a liability, bearing in mind all unrecognized actuarial gains or losses and past service cost. However, a sur-plus is only recognized as an asset to the extent that it represents a future economic benefi t actually available to the Group, for example in the form of reimbursements from the plan or a reduc-tion in future contributions to the plan.
In the case of defi ned contribution plans, only the contributions are expensed on an accrual basis.
Employee stock option planSince October 1, 1999, options to purchase Infranor Inter AG bearer shares have been sold to a senior employee of the Group and member of the Board of Directors.
The benefi t consists of options to purchase Infranor Inter shares at a pre-determined price. Options have been granted as part of this stock option plan, with the last options issued in 2004 / 05. In order to hedge these liabilities and cover all potentially outstanding options, the Group purchases the necessary number of shares and holds these until the options expire or are exercised. No additional shares are issued as part of this equity compensa-tion plan.
The options’ strike prices were determined at the date of issue on the basis of the then current share price. If share prices are lower during the exercise period, the options’ strike prices are not adjusted. The options are subject to a three-year vest-ing period.
40
Transactions with related partiesRelated parties (natural or legal) are defi ned as any party directly or indirectly able to exercise signifi cant infl uence over the company or the Group as it makes fi nancial or operating decisions.Companies which, in turn, are directly or indirectly controlled by related parties are also deemed to be related parties.
Off-balance sheet transactionsOff-balance sheet transactions comprise
a) contingent liabilities and pledged assets b) and other obligations not recognized in the balance sheet.
Contingent liabilities and obligations not recognized in the balance sheet include a) guarantees (usually to creditor banks) b) pledges in accordance with section 663b 2 of the Swiss Code
of Obligations (usually to creditor banks) c) guarantees such as purchase guarantees or commitments d) bills and cheques discounted, including with a term of less
than 12 months, and e) operating leases (excluding interest expense).
Off-balance sheet transactions are measured as at the balance sheet date at year-end rates based on the agreements in place.
Explanatory Notes on the Consolidated Financial Statements
4. Impact of foreign currencies and changes in the Group on the balance sheet
Change as against the previous year 30.4.05 30.4.04
Current assets – 1.2 % 0.1 %
Non-current assets – 1.3 % 4.0 %
Current liabilities – 2.0 % – 2.4 %
5. Cash, cash equivalents and securities by currency1,000 CHF 30.4.05 30.4.04
CHF 3,356 3,526
EUR 1,469 2,972
USD 541 402
GBP 178 1
Total cash 5,544 6,901
Securities, cheques, bills (in EUR) 35 179
Total 5,579 7,080
6. Trade accounts receivable1,000 CHF 30.4.05 30.4.04
Total trade accounts receivable 14,513 16,857
Bad debt allowances – 1,094 – 1,122
Total trade accounts receivable (net) 13,419 15,735
On April 30, 2004, due to the switch to IFRS, the discounted receivables totalling 1.46 million CHF that were not recognized under Swiss GAAP ARR were entered against liabilities to banks. As of April 30, 2005, receivables totalling 1.95 million CHF were deposited with banks as loan collateral (as of April 30, 2004: 2.67 million CHF).
7. Other receivables1,000 CHF 30.4.05 30.4.04
Prior tax charges, withholding taxes, tax prepayments 661 615
Other receivables 254 751
Total 915 1,366
8. Inventories1,000 CHF 30.4.05 30.4.04
Raw materials and supplies 6,749 7,629
Semi-fi nished products and work in progress 1,903 2,304
Finished products 5,518 5,973
Inventories (gross) 14,170 15,906
Valuation allowance – 1,696 – 3,133
Inventories (net) 12,474 12,773
As of April 30, 2005, a total amount of 0.54 million CHF (previous year: 0.57 million CHF) of the inventories at an engineering and sales company had been pledged as security. As at the same date, the associated credit facility had not been drawn upon (as was the case in the previous year).
Obsolete parts with a total value of around 1.41 million CHF were scrapped, as a result of which the gross carrying value and the relevant valuation allowance fell by the same amount as of April 30, 2005.
Notes to the Consolidated Financial Statements
41
9. Property, plant and equipment
9.1 Property, plant and equipment in the year under reviewCHF 1,000 Land, buildings / Machinery / IT Industrial Offi ce furniture Motor Total Total
installations tools hardware plant and equipment vehicles 30.4.05 30.4.04
Cost
Additions 21 769 452 183 102 66 1,593 1,025
Disposals – 375 – 272 -536 – 422 – 399 – 138 – 2,142 – 2,867
Currency translation differences – 16 – 134 – 24 – 45 – 46 – 4 – 268 298
Accumulated depreciation
Depreciation – 113 – 330 – 101 – 159 – 105 – 94 – 902 – 989
Disposals 51 234 460 422 384 137 1,688 2,881
Currency translation differences 2 119 21 31 35 1 209 – 247
Net carrying values 1.5.04 1,586 1,462 20 829 305 263 4,465
of which fi nance leases 1,108 539 41 54 0 121 1,863 1,805
Insured values 8,440 8,678
9.2 Property, plant and equipment in the previous yearCHF 1,000 Land, buildings / Machinery / IT Industrial Offi ce furniture Motor Total Total
installations tools hardware plant and equipment vehicles 30.4.04 30.4.03
Cost
Additions 0 225 200 103 214 283 1,025 607
Disposals 0 – 472 – 662 – 273 – 1,272 – 188 – 2,867 – 266
Reclassifi cations IFRS 682
Currency translation differences 0 214 – 1 66 14 5 299 266
Accumulated depreciation
Depreciation – 64 – 262 – 165 – 195 – 211 – 92 – 989 – 1,102
Disposals 0 471 649 256 1,338 167 2,881 186
Reclassifi cations IFRS 296
Currency translation differences 0 – 184 – 1 – 34 – 24 – 3 – 247 – 232
Net carrying values 1.5.03 1,650 1,470 0 906 247 91 4,364
of which fi nance leases 1,217 142 12 199 0 235 1,805 1,670
Insured values 8,678 8,590
As at 30.4. 1,647 11,017 1,209 2,260 1,473 461 18,067 18,885
As at 1.5. 2,017 10,654 1,317 2,544 1,816 537 18,885 20,429
As at 1.5. – 431 – 9,192 – 1,297 – 1,715 – 1,511 – 274 – 14,420 – 16,065
As at 30.4. – 491 – 9,169 – 917 – 1,421 – 1,197 – 230 – 13,425 – 14,420
As at 30.4. 2,017 10,654 1,317 2,544 1,816 537 18,885 20,429
As at 1.5. 2,017 10,687 1,780 2,648 2,860 437 20,515 19,140
As at 1.5. – 367 – 9,217 – 1,780 – 1,742 – 2,613 – 346 – 16,065 – 15,213
As at 30.4. – 431 – 9,192 – 1,297 – 1,715 – 1,511 – 274 – 14,420 – 16,065
Net carrying values 30.4.05 1,156 1, 848 292 839 276 231 4,642
Net carrying values 30.4.04 1,586 1,462 20 829 305 263 4,465
42
10. Intangible assets
10.1 Intangible assets in the year under reviewCHF 1,000 Business Licences, Total Total
software trademarks, 30.4.05 30.4.04
patents
Cost
As at 1.5. 801 0 801 1,993
Additions 141 29 170 80
Disposals – 216 0 – 216 – 1,281
Currency translation differences – 10 0 – 10 9
As at 30.4. 716 29 745 801
Accumulated amortization
As at 1.5. – 416 0 – 416 – 1,581
Amortization – 79 0 – 79 – 47
Disposals 216 0 216 1,219
Currency translation differences 7 0 7 – 7
As at 30.4. – 272 0 – 272 – 416
Net carrying values 30.4.05 444 29 473
Net carrying values 1.5.04 385 0 385
The business software comprises company-specifi c or commonly used systems such as ERP, CRM, fi nancial and Internet applica-tions.
Trademark rights are purchased product trademarks which con- tinue to be registered in the leading industrialized nations. Licences and patents are purchased marketing rights for com-ple mentary third-party products and purchased patents for mo tion automation products. Trademark rights, patents or mar keting licences developed within the business are not capitalized.
10.2 Intangible assets in the previous yearCHF 1,000 Business Licences, Total Total
software trademarks, 30.4.04 30.4.03
patents
Cost
As at 1.5. 1,991 2 1,993 1,027
Additions 80 80 109
Disposals – 1,279 – 2 – 1,281 – 173
Reclassifi cations IFRS 962
Currency translation differences 9 9 68
As at 30.4. 801 0 801 1,993
Accumulated amortization
As at 1.5. – 1,580 – 1 – 1,581 – 988
Amortization – 47 – 47 – 51
Disposals 1,218 1 1,219 172
Reclassifi cations IFRS – 648
Currency translation differences – 7 – 7 – 66
As at 30.4. – 416 0 – 416 – 1,581
Net carrying values 30.4.04 385 0 385
Net carrying values 1.5.03 411 1 412
11. Deferred tax assetsCHF 1,000 Tax Losses 30.4.05 30.4.04
depreciation carried
forward and
capitalized
As at 1.5. 996 1,181 2,177 3,458
Currency translation differences – 38 – 14 – 52 3
Stated under “Other receivables” 0 0 0 – 519
Netting against tax provisions 0 – 130 – 130 – 252
Reversed and taken to income – 121 – 224 – 345 – 575
Provided and taken to income 308 407 715 235
Netting against
deferred tax assets – 104 0 – 104 – 173
As at 30.4. 1,041 1,220 2,261 2,177
As of April 30, 2005, the Group had tax loss carry-forwards totalling 9.8 million CHF against which to offset future profi ts. Deferred taxes of 1.2 million CHF were capitalized in the con-solidated balance sheet for 5.8 million CHF of this total amount. The other losses carried forward were not capitalized, as it was uncertain that future profi ts would be available against which they could be utilized.
Tax depreciation occurs as a result of differences between local tax legislation and the accounting policies applied, and is in-cluded mainly in inventory write-downs, bad debt provisions for trade receivables and provisions for warranties.
Notes to the Consolidated Financial Statements
43
Breakdown of deferred tax assetsCHF 1,000 30.4.05 30.4.04
Inventory write-downs 432 717
Other assets 363 354
Other liabilities 350 98
Losses carried forward and tax assets 1,220 1,181
Deferred tax assets (gross) 2,365 2,350
Netting against deferred tax liabilities – 104 – 173
Deferred tax assets 2,261 2,177
The total tax loss carry forwards must be utilized within the following time periods:
CHF 1,000 30.4.05 30.4.04
– within one year 0 0
– between 1 to 5 years 1,881 2,401
– after 5 years 7,955 7,927
Total 9,836 10,328
Tax loss carry-forwards which lapsed in the
business year without being utilized 0 0
Of the tax loss carry-forwards which lapse after 5 years, 6.0 mil-lion CHF (previous year: 7.4 million CHF) can be carried forward indefi nitely.
12. Current fi nancial liabilitiesCHF 1,000 30.4.05 30.4.04
Current accounts at banks 2,968 2,978
Bank loans, falling due within one year 1,572 400
Total current liabilities due to banks 4,540 3,378
Loans from government institutions 0 48
Obligations under fi nance leases,
falling due within one year 262 316
Total current interest-bearing liabilities 4,802 3,742
Current liabilities due to banks by currency with average interest ratesCHF 1,000 30.4.05 Effective 30.4.04 Effective
interest interest
rates rates
CHF 2,377 5.00% 317 5.75%
EUR 2,163 4.50% 1,649 3.77%
USD 0 4.40% 1,178 4.30%
GBP 0 7.25% 234 6.75%
Total 4,540 3,378
In April 2003, the following loan covenants, including a pari passu clause, were agreed with the majority of the lending banks.
– % of internal fi nancing 30 percent incl. subordinated convertible – % of internal fi nancing 30 percent incl. subordinated convertible 717
– % of internal fi nancing 30 percent incl. subordinated convertible 717
bond = 30 % – Ratio of interest payable to earnings (EBIT/adjusted interest – Ratio of interest payable to earnings (EBIT/adjusted interest
354 – Ratio of interest payable to earnings (EBIT/adjusted interest
354
98 – Ratio of interest payable to earnings (EBIT/adjusted interest
98 expense) = 1.8 expense) = 1.8
98 expense) = 1.8
98
1,181 expense) = 1.8
1,181 – Senior debt / equity gearing ratio (senior interest-bearing – Senior debt / equity gearing ratio (senior interest-bearing – Senior debt / equity gearing ratio (senior interest-bearing
1,181 – Senior debt / equity gearing ratio (senior interest-bearing
1,181
2,350 – Senior debt / equity gearing ratio (senior interest-bearing
2,350borrowings / EBITDA) = 2.5
As of April 30, 2005, the Infranor Group was in breach of some of the covenants in force, as a result of which it agreed a tempo-rary waiver with the banks prior to April 30, 2005. The agreement includes lower quarterly covenants in accordance with the 2005 / 06 quarterly budget. The aforementioned covenants will apply again as of April 30, 2006.
13. Other current liabilitiesCHF 1,000 30.4.05 30.4.04
Un-cashed dividend coupons 2 2
Outstanding amounts due to employee benefi t plans 47 92
Value added tax 390 725
Other liabilities 411 549
Other liabilities due to related parties 0 36
Total 850 1,404
14. Accruals and deferred incomeCHF 1,000 30.4.05 30.4.04
Personnel costs (vacation / fl exitime /
overtime / bonuses, etc.) 2,143 2,331
Cost of materials / overheads 992 850
Interest 182 185
Total 3,317 3,366
15. Short-term provisionsCHF 1,000 Warranties Other Total Total
Restructuring 30.4.05 30.4.04
As at 1.5. 532 71 603 1,179
Currency translation differences – 1 0 – 1 13
Utilized and not taken to income 0 0 0 – 410
Reversed and taken to income – 282 – 71 – 353 – 250
Provided and taken to income 343 267 610 71
As at 30.4. 592 267 859 603
44
The provisions for warranties were provided for repairs and for replacing defective products. They are based, fi rstly, on a cost estimate based on known facts and, secondly, on empirical values for further development work on newly launched products.
The restructuring provisions include liabilities in the form of decided and foreseeable future costs relating to changes in the Group’s organizational structure and the organization of its operations.
In the case of warranties, the outfl ow of funds provided for occurs in the fi rst 6 to 9 months of the following business year. The majority of the restructuring provisions will be utilized in the fi rst 6 months of the new business year.
16. Non-current fi nancial liabilitiesCHF 1,000 30.4.05 30.4.04
Long-term bank loans 9,620 12,302
Loans from government institutions 277 198
Obligations under fi nance leases (1 – 5 years) 1,039 971
Total 10,936 13,471
The non-current liabilities due to banks fall due as follows:
– in 1 to 5 years 9,620 12,302
– in more than 5 years 0 0
Total 9,620 12,302
The bank loans comprise advances at fi xed rates of interest.How ever, a portion of the fi xed-rate advances falling due for re pay ment within one year are also carried in the balance sheet under non-current fi nancial liabilities, as a long-term refi nancing arrangement has been secured. Infranor Inter AG has furnished the creditor banks with joint and several guar-antees. The assets of the US companies have been pledged as outlined in Note 35. For information on covenants, see Note 12.
Non-current liabilities due to banks by currency with average interest ratesCHF 1,000 30.4.05 effective 30.4.04 effective
interest interest
rates rates
CHF 7,860 4.27 % 8,640 3.84 %
EUR 1,416 4.83 % 3,662 4.49 %
GBP 344 7.25 % 0 0.00 %
Total 9,620 12,302
17. Subordinated convertible bond CHF 1,000 30.4.05 30.4.04
Par value of subordinated convertible bond
at issue date 9,000 9,000
less Equity – 215 – 262
less Transaction costs – 172 – 210
Fair Value 8,613 8,528
less Bonds converted – 232 – 30
Carrying value 8,381 8,498
On December 18, 2002, the shareholders of Infranor Inter AG subscribed for a subordinated, seven-year convertible bond in a total amount of 9 million CHF. The bond carries a coupon of 5 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter AG bearer share with a par value of 20 CHF between June 16, 2003 and December 11, 2009.
After 5 years, i. e. from December 18, 2007, the issuer may repay the bond at any time prior to maturity, at par plus accrued inter-est, provided the issuer observes a notice period of 30 calendar days.
After June 16, 2003, the issuer may repay the bond at any time prior to its maturity, at par plus accrued interest, provided it observes a notice period of 30 calendar days and provided there is at least one transaction in the issuer’s shares on SWX Swiss Exchange on at least 45 out of 90 trading days after June 16, 2003 and the closing price on at least 45 of these 90 trading days is at least 80 CHF or twice the conversion price. Notice must be given within the 20 trading days directly following the aforemen-tioned time period of 90 trading days.
The subordinated convertible bond launched on December 18, 2002 was used to pay down liabilities due to banks in the amount of 7.39 million CHF in the 2002 / 03 business year.
Notes to the Consolidated Financial Statements
45
18. Long-term provisions 1 000 CHF Employee Employee Total Total
benefi t benefi t 30.4.05 30.4.04
obligations obligations
excl. incl.
plan assets plan assets
As at 1.5. 324 658 982 957
Currency translation differences – 3 0 – 3 19
Reversed and taken to income – 9 – 317 – 326 – 318
Provided and taken to income 51 209 260 324
As at 30.4. 363 550 913 982
The outfl ow of funds provided for in the case of employee benefi t obligations extends over a period of 20 years and partly occurs indirectly via independent pension funds.
19. Pension plans
Employee benefi t obligationsAll employee benefi t plans and their fi nancing are managed in accordance with local legislation and tax regulations. These plans include both defi ned benefi t and defi ned contribution schemes. They distribute benefi ts in the event of death, disability, retirement or where a contract of employment is terminated. The principles governing the fi nancing of these plans are in line with local government and tax regulations. In accordance with the aforementioned provisions, some of the Group’s plans do not have any assets outsourced by the Group.
Defi ned benefi t plansThe pension benefi ts paid out to employees depend on their years of service to the company, their age and their insured salary.
The employee benefi t obligations of these plans were calculated using the projected unit credit method. A valuation was last carried out for the main employee benefi t plans as of December 31, 2004 and updated as of April 30, 2005.
Current benefi t claims are recognized as an expense in the period in which they occur. The portion of actuarial gains and losses to be recognized is the amount equal to the accumulated un-recognized actuarial gains and losses at the end of the previous reporting period which exceed the limit of 10 percent of the plan assets or 10 percent of the obligations, amortized over the average remaining working life of the active insureds.
Costs arising from changes to the plans are recognized over the period until the benefi ts become vested. The relevant costs are recognized as an expense immediately if they relate to former employees or active employees already vested.
The results of the actuarial calculations are as follows:
Net pension costs CHF 1,000 04 / 05 03/04
Accrued benefi t claims 334 329
Interest on future benefi t claims 278 288
Expected return on assets – 341 – 293
Amortization of costs arising from changes to plans – 11 0
Net pension costs 260 324
Actual return on assets 348 941
Status of the employee benefi t plans CHF 1,000 30.4.05 30.4.04
Employee benefi t obligations including plan assets 6,898 8,240
Market value of the plan assets – 7,347 – 8,115
Funding shortfall / surplus – 449 125
Employee benefi t obligations excluding plan assets 363 324
Unrecognized past service cost 786 0
Unrecognized gains / (losses) 213 533
Employee benefi t obligations carried in the balance sheet 913 982
The plan assets do not include any Infranor Inter AG shares.
Change in employee benefi t obligations carried in the balance sheet CHF 1,000 04 / 05 03 / 04
Employee benefi t obligations carried in the balance sheet
as at 1.5. 982 957
Net pension costs 260 324
Employer contributions – 326 – 318
Foreign exchange differences – 3 19
Employee benefi t obligations carried in the balance sheet
as at 30.4. 913 982
46
A summary of the weighted actuarial assumptions is provided below:
30.4.05 30.4.04
Discount rate 3.0 % 3.5 %
Expected return on plan assets 4.5 % 4.5 %
Future salary increases 2.9 % 2.9 %
Future adjustment to benefi ts 0.7 % 0.7 %
Defi ned contribution plansThe Group also fi nances several defi ned contribution plans. In the case of these plans, the annual expense is equal to the employer contributions paid.
CHF 1,000 04 / 05 03 / 04
Employer contributions to defi ned contribution plans 168 206
20. Deferred tax liabilities CHF 1,000 Tax Tax 30.4.05 30.4.04
deprecia- provisions
tion
As at 1.5. 0 20 20 559
Currency translation differences 0 0 0 – 3
Reversed and taken to income 0 – 20 – 20 – 363
Provided and taken to income 104 13 117 0
Netting against deferred
tax assets – 104 0 – 104 – 173
As at 30.4. 0 13 13 20
The majority of the provisions for deferred tax liabilities were reversed in 2004 / 05, as the measurement differences permissible under tax regulations on inventories and bad debt allowances were reduced.
Breakdown of deferred tax liabilities CHF 1,000 30.4.05 30.4.04
Deferred tax liabilities for other liabilities 117 193
Netting against deferred tax assets – 104 – 173
Deferred tax liabilities 13 20
21. Net indebtedness CHF 1,000 30.4.05 30.4.04
Cash and cash equivalents 5,579 7,080
Current interest-bearing fi nancial liabilities – 4,802 – 3,742
Non-current interest-bearing fi nancial liabilities – 10,936 – 13,471
Subordinated convertible bond – 8,381 – 8,498
Net indebtedness – 18,540 – 18,631
22. Shares and share capital
22.1 Shares number 30.4.05 30.4.04
Issued bearer shares, each with a par value
of 20 CHF, as at 1.5. 635,750 635,000
Bonds converted into bearer shares 5,050 750
As at 30.4. 640,800 635,750
of which treasury shares 5,571 971
22.2 Share capital CHF 30.4.05 30.4.04
Share capital as at 30.4. 12,816,000 12,715,000
Conditional share capital 6,234,000 6,335,000
of which for convertible bond – 4,384,000 – 4,485,000
Remaining conditional share capital 1,850,000 1,850,000
The Infranor Inter AG shares held by the company itself (treasury shares) are openly deducted from equity (see also the consoli-dated statement of changes in equity on page 29).
23. Impact of foreign currencies and changes in the Group on the income statement
Change as against the previous year 30.4.05 30.4.04
Net sales – 1.5 % 2.1 %
EBITDA – 3.2 % 11.7 %
Notes to the Consolidated Financial Statements
47
24. Net sales by sectorCHF 1,000 04 / 05 03 / 04
Industrial manufacturing 51% 49 %
Industrial handling and assembly 14% 12 %
Processing industry 8% 10 %
Packaging 5% 5 %
Service, spare parts and repairs 6% 8 %
Other 16% 16 %
Total net sales 100% 100 %
25. Personnel costs
25.1 Personnel costsCHF 1,000 04 / 05 03 / 04
Wages and bonuses 17,289 17,925
Cost of defi ned-benefi t pension plans as per Note 19 260 324
Other social security contributions and
miscellaneous personnel costs 4,364 3,901
Total personnel costs 21,913 22,150
25.2 Number of employees by region 04 / 05 03 / 04
Switzerland 70 71
Europe excl. Switzerland 183 177
North America 27 33
Asia 3 3
Total 283 284
25.3 Number of employees by role 04 / 05 03 / 04
Sales, engineering, service 88 86
Production 119 124
Research and development 39 37
Administration 37 37
Total 283 284
25.4 Average number of employees and personnel costs 04 / 05 03 / 04
Average number of employees
during the business year 285 288
Personnel costs in CHF 1,000 21,913 22,150
Personnel costs per employee in CHF 1,000 76.9 76.9
25.5. Option planNumber of options 30.4.05 30.4.04
(1 option gives right to 1 bearer share
of Infranor Inter AG)
Outstanding at the beginning of the period 4 610 3 656
Granted during the period 300 954
Exercised during the period 0 0
Expired / cancelled during the period 0 0
Outstanding at the end of the period 4 910 4 610
Average strike price of outstanding options CHF 61.20 63.23
Options with a sales restriction period of 3 years 1 728 1 728
Exercisable within 1 year 0 0
Exercisable within 2 to 4 years 3 182 2 882
Exercisable after 5 years 1 728 1 728
Average remaining contractual life 8 years 8 years
Number of Options “in the money” 774 1 728
Number of options “out of money” 4 136 2 882
The options cannot be covered by the conditional share capital. Consequently, the Group‘s holds treasury shares to cover these option rights.
26. General and administrative costsCHF 1,000 04 / 05 03 / 04
Administrative costs 1,771 1,517
Consultancy and legal fees 605 591
Services of related parties 315 295
Services to related parties – 63 – 45
Total general and administrative costs 2,628 2,358
27. Sales costs CHF 1,000 04 / 05 03 / 04
Marketing 146 218
Exhibitions 149 156
Commission 498 578
Representative offi ce 218 89
Travel expenses / miscellaneous 964 711
Total sales costs 1,975 1,752
48
28. Other operating expenses
28.1 Details of other operating expenses CHF 1,000 04 / 05 03 / 04
Production and engineering overheads 1,729 1,564
Costs relating to a different accounting period,
restructuring costs 374 64
Rental costs 1,784 1,783
Warranty costs 560 385
Accounts receivable losses and bad debt allowances 145 537
External R&D costs, cost of trademark and patent rights 1,120 1,202
Total other operating expenses 5,712 5,535
The R&D item in the income statement shows only external research and development costs, including prototyping costs, and trademark and patent rights.
The total research and development costs are allocated to vari-ous items in the income statement and break down as follows:
28.2 Total research and development costsCHF 1,000 04 / 05 03 / 04
Internal engineering 3,358 3,555
External engineering 641 1,047
Materials, tools and miscellaneous items 172 282
Total development costs 4,171 4,884
as % of net sales 6.9 % 7.2 %
29. Other operating income CHF 1,000 04 / 05 03 / 04
Commission income 234 0
Income relating to a different accounting
period and extraordinary income 374 185
Gains from the disposal of property, plant and
equipment / other income 25 61
Total 633 246
30. Depreciation and amortization CHF 1,000 04 / 05 03 / 04
Depreciation of property, plant and equipment 901 989
Amortization of intangible assets 79 47
Total depreciation and amortization 980 1,036
31. Financial items (net)CHF 1,000 04 / 05 03 / 04
Interest received 26 26
Total fi nance income 26 26
Interest paid to third parties – 1,287 – 1,405
Interest paid to related parties 0 – 62
Interest expense and transaction costs
relating to convertible bond – 84 – 85
Foreign exchange losses – 354 – 83
Total fi nance costs – 1,725 – 1,635
Financial items (net) – 1,699 – 1,609
In accordance with IAS 21.15, the foreign exchange loss is based mainly on a bank loan in Swiss francs to Infranor Holdings USA, Inc. totalling 2.74 million CHF.
32. Income taxesCHF 1,000 04 / 05 03 / 04
Current taxes – 356 – 504
Deferred taxes 259 29
Total – 97 – 475
The following section illustrates the difference between the effective tax expense and the average anticipated tax expense based on local tax rates:
32.1 Reconciliation of income taxesCHF 1,000 04 / 05 03 / 04
Profi t / (loss) before taxes – 577 2,038
Average tax rate of theoretical local tax rates 23.5 % 23.5 %
Theoretical local average tax expense / income 136 – 479
Differences due to different local tax rates 307 327
Effects of non-capitalized loss carry-forwards – 360 – 72
Effects of utilized tax loss carry-forwards 202 59
Effects of expenses which are not tax-deductible 32 70
Effects of income which is not taxable – 474 – 370
Other effects 60 – 10
Effective tax expense – 97 – 475
Effective tax rate 16.9 % 23.3 %
Notes to the Consolidated Financial Statements
49
33. Earnings per share
33.1 Undiluted earnings per share 04 / 05 03 / 04
Net profi t / (loss) (in CHF) – 674,000 1,563,000
Weighted average number of outstanding shares 638,088 635,375
Less average number of treasury shares – 5,571 – 971
Number of shares on which calculation is based 632,517 634,404
Undiluted earnings per share in CHF – 1.07 2.46
33.2 Diluted earnings per share 04 / 05 03 / 04
Net profi t / (loss) (in CHF) – 674,000 1,563,000
Number of shares on which calculation is based,
undiluted 632,517 634,404
Dilutive effect of remaining conversion rights 311,700 316,750
Weighted average number of shares used
in calculating diluted earnings per share 944,217 951,154
Diluted earnings per share in CHF – 0.71 1.64
34. Contingent liabilities CHF 1,000 30.4.05 30.4.04
Guarantees furnished to third parties 80 80
Guarantees furnished by Infranor Inter AG
for Group companies 18,123 19,711
As of April 30, 2005, Infranor Inter AG had given joint and several guarantees up to a total amount of 18.1 million CHF (previous year: 19.8 million CHF) in connection with the Group companies’ bank credit facilities. Of this amount, Group companies had utilized 11.9 million CHF in total (fi xed advances 10.5 million CHF; current accounts 1.4 million CHF; deposits 0.1 million CHF; previous year: 15.5 million CHF in total). As of April 30, 2005, the Group companies’ credit facilities, including discounting facilities, amount to 22.6 million CHF in total (previous year: 24.5 million CHF).
35. Pledged assetsCHF 1,000 30.4.05 30.4.04
Assignment of individual accounts receivable 1,108 1,460
Pledged assets 2,541 3,250
Total 3,649 4,710
The French sales company and the Spanish sales branch fi nance their current assets through assigned receivables and discounted bills and cheques.
All assets of the US operating companies, Infranor, Inc. and Automotion, Inc., have been pledged to the US lending banks. As of April 30, 2005, their credit facilities of 1.3 million CHF in total had not been drawn upon. (previous year: also not drawn upon).
36. Off-balance sheet obligations under operating leasesCHF 1,000 30.4.05 30.4.04
Obligations
– due within one year 96 41
– due in 1 to 5 years 144 99
Total 240 140
37. Transactions with related parties 1 000 CHF 04 / 05 03 / 04
Income statement
Loan interest to Blanc-Indim SA of the Perrot Duval Group 0 62
Rent to various companies of the Perrot Duval Group 598 550
Management services provided by a company of the
Perrot Duval Group 315 250
Management services provided to a company of the
Perrot Duval Group – 63 – 45
Legal advice provided by Board member Dr. iur. R. Müller 6 10
Compensation paid to executive members
of governing bodies 862 958
Compensation paid to non-executive members
of governing bodies 30 30
Compensation paid to former members
of governing bodies 82 116
Options sold to executive member
of governing body 300 965
Infranor Inter AG bearer shares purchased OTC
by Perrot Duval Holding AG at 40 CHF each 5,175 0
All transactions have been conducted at arm’s length.
38. Release of the consolidated fi nancial statements for publication
The consolidated fi nancial statements were released by the Board of Directors of Infranor Inter AG for publication on August 29, 2005.
39. Events after the balance sheet date
Between the balance sheet date and the date of publication of this annual report, no events occurred which could have a mate-rial impact on the consolidated fi nancial statements for 2004 / 05.
50
Report of the Group Auditors
To the Annual Shareholders’ Meeting of Infranor Inter AG, Zurich
In our capacity as Group auditors, we have audited the consolidated fi nancial statements (balance sheet, income statement, cash fl ow statement, statement of changes in equity and notes; pages 26 to 49) of Infranor Inter AG for the fi nancial year ending April 30, 2005. The annual fi nancial statements of foreign companies included in the consolidated fi nancial statements were examined by other auditors.
The preparation of the consolidated fi nancial statements is the responsibility of the Board of Directors. Our responsibility is to audit and express an opinion on these fi nancial statements. We confi rm that we fulfi l the legal requirements with regard to our qualifi cations and independent status.
We conducted our audit in accordance with Swiss auditing principles and International Standards on Audit-ing. These standards require us to plan and conduct the audit such that it can be assessed with reasonable assurance whether the consolidated fi nancial statements contain material misstatements. An audit of a set of consolidated fi nancial statements involves examining on a test basis amounts and disclosures contained in the consolidated fi nancial statements and assessing the accounting policies applied, signifi cant estimates and the overall presentation of the consolidated fi nancial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated fi nancial statements of Infranor Inter AG, in every signifi cant respect, give a true and fair view of the net assets, fi nancial position, results of operations and cash fl ow of the Group in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss law.
We recommend that shareholders approve the present consolidated fi nancial statements.
Zurich, August 29, 2005
Deloitte & Touche AG
Gerhard Ammann Martin Fasser HeegLead Auditor
51
Infranor Inter AG Financial Report
52 Balance Sheet
53 Income Statement
54 Notes to the Annual Financial Statements
57 Appropriation of Available Earnings
58 Statutory Auditors’ Report
52
CHF Note 30.04.05 % 30.04.04 %
Assets
Current assets
Cash and cash equivalents 2,786,185 8.8 3,010,809 9.7
Other receivables 1 14,511 0.0 1,893 0.0
Deferred charges 2 5,805 0.0 5,476 0.0
Non-current assets
Investments 3 19,377,795 61.0 19,377,795 62.3
Loans to Group companies 4 9,573,400 30.2 8,698,100 28.0
Liabilities
Current liabilities
Current liabilities 5 3,155 0.0 34,424 0.1
Loans from Group companies 6 300,000 0.9 0 0.0
Accruals and deferred income 7 429,689 1.4 404,998 1.3
Non-current liabilities
Subordinated convertible bond 2002 – 2009 8 8,768,000 27.6 8,970,000 28.9
Shareholders’ equity
Share capital 9, 10 12,816,000 40.4 12,715,000 40.9
Statutory reserves 1,603,000 5.0 1,450,000 4.7
Balance brought forward from previous year 6,831,901 21.5 6,476,487 20.8
Profi t for the business year 1,005,951 3.2 1,043,164 3.3
Unappropriated retained earnings 7,837,852 24.7 7,519,651 24.1
Balance Sheet of Infranor Inter AG
Total current assets 2,806,501 8.8 3,018,178 9.7
Total assets 31,757,696 100.0 31,094,073 100.0
Total current liabilities 732,844 2.3 439,422 1.4
Total non-current liabilities 8,768,000 27.6 8,970,000 28.9
Total shareholders’ equity 11 22,256,852 70.1 21,684,651 69.7
Total liabilities and shareholders’ equity 31,757,696 100.0 31,094,073 100.0
Total non-current assets 28,951,195 91.2 28,075,895 90.3
53
CHF Note 04 / 05 % 03 / 04 %
Income from investments 12 1,374,092 71.6 2,495,664 84.6
Finance income 13 546,179 28.4 446,659 15.1
Other income 0 0.0 8,485 0.3
General and administrative costs 14 – 414,228 – 21.6 – 542,600 – 18.4
Write-downs on investments 15 0 0.0 – 750,000 – 25.4
Finance costs 16 – 439,850 – 22.9 – 465,690 – 15.8
Taxes – 60,242 3.1 – 149,354 – 5.0
Income Statement of Infranor Inter AG
Total income 1,920,271 100.0 2,950,808 100.0
Profi t / (loss) before taxes 1,066,193 55.5 1,192,518 40.4
Profi t for the business year 1,005,951 52.4 1,043,164 35.4
54
Balance Sheet
1. Other receivables CHF 30.4.05 30.4.04
Accounts receivable from Group companies 8,570 0
Other receivables (withholding tax, others) 5,941 1,893
Total 14,511 1,893
2. Deferred charges
This item mostly comprises deferred SWX charges.
The changes within the investments did not affect their values. Infranor SA in Coppet is now trading as Infranor Holding SA, Coppet. ISA Management AG has moved its registered offi ce from Zug to Coppet and opened a branch in Zurich.
Investments are measured in accordance with sections 665 and 670 of the Swiss Code of Obligations, i. e. investments are meas-ured in their entirety at cost less any necessary write-downs. The investments’ global measurement permits offsetting against decreases in value and hidden reserves within one balance sheet item.
3. InvestmentsCompanies Number of Currency Par value Nom. share Interest 30.4.05 30.4.04
shares per share capital in % CHF 1,000 CHF 1,000
CHF CHF 1,000
Cybelec SA, CH-Yverdon-les-Bains 250 CHF 100 250 100 8,900 8,900
Mavilor Motors SA, E-Sta. Perpètua de Mogoda 2,250 EUR 60 135 100 4,183 4,183
Infranor Holding SA, CH-Coppet 2,182 CHF 500 1,091 100 3,794 3,794
Infranor Holdings USA, Inc., USA-Dover 1,620 USD 1 2 100 2,301 2,301
ISA Management SA, CH-Coppet 200 CHF 1,000 200 100 100 100
Violet-Indim SA, CH-Fribourg 100 CHF 1,000 100 100 100 100
ISA Innovations SA, CH-Fribourg 50 CHF 1,000 50 100 0 0
Notes to the Annual Financial Statements
4. Loans to Group companies
CHF 30.4.05 30.4.04
Infranor SA, CH-Coppet 6,150,000 6,150,000
Infranor Holdings USA, Inc., USA-Dover 3,423,400 2,275,000
Violet Indim SA, CH-Fribourg 0 273,100
Total 9,573,400 8,698,100
Violet-Indim SA Fribourg has repaid its loan. The loan to Infranor Holdings USA, Inc. was increased by 1.15 million CHF for the purposes, fi rstly, of paying off a bank loan tranche of 1.37 million
Total net carrying amount 19,378 19,378
55
CHF and, secondly, of making a repayment of 0.22 million CHF.
5. Current liabilities CHF 30.4.05 30.4.04
Payable to third parties 3,155 31,857
Payable to Group companies 0 2,567
Total 3,155 34,424
6. Loans from Group companies
The subsidiary ISA Innovation SA, Freiburg granted Infranor Inter AG a short-term loan of 300,000 CHF (previous year: 0).
7. Accruals and deferred income CHF 30.4.05 30.4.04
Annual report and Annual Shareholders’ Meeting 192,000 186,000
Interest on convertible bonds 165,246 168,750
Auditing costs / taxes / miscellaneous 72,443 50,248
Total 429,689 404,998
8. Subordinated convertible bond 2002 – 2009CHF 30.4.05 30.4.04
Par value of subordinated convertible
bond as at 1.5. 8,970,000 9,000,000
Converted – 202,000 – 30,000
Paid back 0 0
Par value of subordinated convertible
bond as at 30.4. 8,768,000 8,970,000
On December 18, 2002, Infranor Inter AG issued a 7-year subordi-nated convertible bond carrying a coupon of 5 percent. Bond-holders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter AG bearer share with a par value of 20 CHF between June 16, 2003 and December 11, 2009. According to section 5.3 of the terms of the bond issue, the bond may be repaid at par, in part or in full, from June 16, 2003 onwards. According to section 5.2, after 5 years, i. e. from December 18, 2007, the bond may be repaid by the issuer at any time prior to maturity, at par plus accrued interest, provided the issuer observes a notice period of 30 calendar days.
9. Share capitalNumber of bearer shares issued 30.4.05 30.4.04
With a par value of 20 CHF no. of 640,800 635,750
Share capital as at 30.4. CHF 12,816,000 12,715,000
Conditional capital (311,700 shares
with a par value of 20 CHF) CHF 6,234,000 6,335,000
In the last business year, 5,050 new shares with a par value of 101,000 CHF were issued as a result of the aforementioned bonds being converted. The share capital consequently rose by 101,000 CHF, while the conditional capital fell by the same amount.
Infranor Inter AG did not hold any treasury shares either on April 30, 2005 or on April 30, 2004.
10. Principal shareholder
Perrot Duval Holding SA, as the principal shareholder, held 78.5 percent of the share capital as at April 30, 2005 (previous year: 79.3 percent).
11. Shareholders’ equity CHF Share Statutory Unappro- Total
capital reserve priated
retained
earnings
Balance as at 1.5. 12,715,000 1,450,000 7,519,651 21,684,651
Appropriation of earnings 0 52,000 – 52,000 0
Dividend – 635,750 – 635,750
Increase in share capital as a
result of convertible bond 101,000 101,000 0 202,000
Profi t for the business year 0 0 1,005,951 1,005,951
Balance as at 30.4. 12,816,000 1,603,000 7,837,852 22,256,852
56
Income Statement
12. Income from investmentsCHF 04 / 05 03 / 04
Infranor SA, CH-Coppet 500,000 1,130,000
Mesa Automation GmbH, D-Berlin 0 39,735
Mavilor Motors SA, E-Sta. Perpètua de Mogoda 576,092 1,275,929
ISA Innovations SA, CH-Fribourg 298,000 50,000
Total 1,374,092 2,495,664
13. Finance income CHF 04 / 05 03 / 04
Bank interest 12,248 4,113
Infranor SA, CH-Coppet 338,250 317,421
Infranor Holdings USA, Inc., USA-Dover 195,681 125,125
Total 546,179 446,659
14. General and administrative costsCHF 04 / 05 03 / 04
General and administrative costs 414,228 538,370
Expenses arising from convertible bond /
other expenses 0 4,230
Total 414,228 542,600
The 128,372 CHF decrease in general and administrative costs is due mainly to prior-year additional accruals totalling 186,000 CHF for the annual report and the Annual Shareholders’ Meeting.
The non-executive members of the Board of Directors each draw an annual fee of 15,000 CHF (previous year: 15,000 CHF). The fee paid to executive members of the Board of Directors is included in their total compensation, which is calculated at the relevant operating companies.
15. Write-downs on investments
The investments’ measurement was explained in Note 3. No additional write-downs were recognized. In the previous year, the carrying value of the interest in Cybelec was written down by 750,000 CHF.
16. Finance costsCHF 04 / 05 03 / 04
Interest paid on convertible bond (1.5. – 18.12.) 272,150 282,500
Deferred interest on convertible bond (19.12. – 30.4.) 165,246 167,500
Bank interest 579 1,326
Subtotal fi nance costs paid to third parties 437,975 451,326
Mavilor Motors SA, E-St. Perpètua de Mogoda 0 11,797
ISA Innovations SA, CH-Fribourg 1,875 2,567
Subtotal fi nance costs paid to Group companies 1,875 14,364
Total 439,850 465,690
17. Contingent liabilities
As of April 30, 2005, Infranor Inter AG had given joint and several guarantees up to a total amount of 18.1 million CHF (previous year: 19.8 million CHF) in connection with the Group companies’ bank credit facilities. Of this amount, Group companies had utilized 11.9 million CHF in total (fi xed advances 10.5 million CHF; current accounts 1.4 million CHF; deposits 0.1 million CHF; previous year: 15.5 million CHF in total). As of April 30, 2005, the Group companies’ credit facilities, including discounting facilities, amount to 22.6 million CHF in total (previous year: 24.5 million CHF).
In connection with group taxation introduced with effect from May 1, 2004 and in accordance with section 32 (1e) of the Swiss Value Added Tax Act, Infranor Inter AG is jointly and severally liable for all value added tax owed by the Swiss Group companies.
Otherwise, there are no guarantees or pledges in respect of Infranor Inter AG’s assets.
18. Events after the balance sheet date
No events occurred after the balance sheet date which could have a material impact on the 2004 / 05 annual fi nancial state-ments.
There are no other circumstances which the company is required to disclose under section 663b of the Swiss Code of Obligations.
Notes to the Annual Financial Statements
57
Appropriation of Available Earnings
Resolution for the 2004 / 05 business yearCHF 04 / 05 03 / 04
Balance brought forward from previous year 6,831,901 6,476,487
Profi t for the business year 1,005,951 1,043,164
The Board of Directors will propose to the Annual Shareholders’ Meeting on October 6, 2005 that unappropriated retained earnings be utilized as follows:
Distribution of a dividend of 5 % or 1.00 CHF per bearer share 0 635,750
Allocated to statutory reserves 0 52,000
Carried forward to new account 7,837,852 6,831,901
Total available to Annual Shareholders’ Meeting 7,837,852 7,519,651
Unappropriated retained earnings available to the Annual Shareholders’ Meeting 7,837,852 7,519,651
Statutory Auditors’ Report
58
To the Annual Shareholders’ Meeting of Infranor Inter AG, Zurich
In our capacity as statutory auditors, we have audited the bookkeeping and annual fi nancial statements of Infranor Inter AG for the fi nancial year ending April 30, 2005.
The preparation of the annual fi nancial statements is the responsibility of the Board of Directors, while our responsibility is to audit and express an opinion on these statements. We confi rm that we fulfi l the legal requirements with regard to our qualifi cations and independent status.
We conducted our audit in accordance with Swiss auditing principles, which require us to plan and conduct our audit such that it can be assessed with reasonable assurance whether the annual fi nancial statements contain material misstatements. We examined the items and disclosures in the annual fi nancial statements on a test basis by means of analyses and investigations. We also assessed the application of prevailing accounting principles, signifi cant estimates and the overall presentation of the annual fi nancial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion, the bookkeeping, the annual fi nancial statements and the proposal for the appropriation of unappropriated retained earnings comply with Swiss law and the articles of association.
We recommend that shareholders approve the present annual fi nancial statements.
Zurich, July 11, 2005
BDO Visura
Werner Schiesser Andreas WyssCertifi ed public accountant Lead Auditor Certifi ed public accountant
59
Spain
Mavilor Motors SAPoligono Industrial UrvasaC. /Berguedà-EmpordàE-08130 Sta. Perpètua de Mogoda(Barcelona)
Phone +34 93 574 36 90Fax +34 93 574 35 70
Infranor SAAlfonso XII, No 345E-08912 Badalona(Barcelona)
Phone +34 93 460 16 31Fax +34 93 399 96 08
Benelux
Infranor B.V.Albert Einsteinstraat 6NL-3261 LP Oud-Beijerland
Phone +31 186 610 155Fax +31 186 614 535
England
Infranor Ltd.Roman Way, Gateway ParkLincolnUK-LN6 9UH
Phone +44 1522 699 500Fax +44 1522 699 501
Switzerland
Infranor Inter AGSchaffhauserstrasse 418, P.O. BoxCH-8050 Zurich
Phone +41 (0)44 307 45 00Fax +41 (0)44 307 45 10
www.infranor.com
Infranor SAPlace de la Gare 5CH-1296 Coppet
Phone +41 (0)22 960 70 70Fax +41 (0)22 960 70 80
www.infranor.ch
Infranor SASales office: ZurichSchaffhauserstrasse 418, P.O. BoxCH-8050 Zurich
Phone +41 (0)44 308 50 00Fax +41 (0)44 308 50 09
Cybelec SA27, rue des UttinsCH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 00Fax +41 (0)24 447 02 01
France
Infranor Electronics SASAvenue Jean Moulin, BP 142F-65104 Lourdes Cedex
Phone +33 562 941 067Fax +33 562 421 869
Infranor SASSales company3, avenue Louis DelageF-91310 Linas
Phone +33 1 69 63 35 15Fax +33 1 69 63 35 16
Cynum Industrie SA3, avenue Louis DelageF-91310 Linas
Phone +33 1 69 63 94 24Fax +33 1 69 63 95 25
Germany
Infranor GmbHDonaustrasse 19AD-63452 Hanau
Phone +49 6181 18012 0Fax +49 6181 18012 90
MESA Automation GmbHMaybachufer 48–51D-12045 Berlin
Phone +49 30 613 90 80Fax +49 30 623 17 66
Italy
Cybelec SrlVia Paisiello 14I-20131 Milano
Phone +39 02 204 80 897Fax +39 02 204 80 898
North America Asia
USA
Automotion, Inc.3808, Plaza DriveUSA-Ann Arbor, MI 48108
Phone +1 734 662 7771Fax +1 734 662 3707
Infranor, Inc.45, Great Hill RoadUSA-Naugatuck, CT 06770-1307
Phone +1 203 729 82 58Fax +1 203 729 69 69
China
Cybelec26th floor, room H Zhao-fong universe building 1800 zhongshan road west CN-200 233 Shanghai
Phone +86 21 64 40 10 95 Fax +86 21 64 40 10 97
www.cybelec.cn [email protected]
Addresses
Europe
Drafting and editing: Peter Fenkart,corporate communications consultant, ZollikonDesign: losego & renfer, ZurichPhotos: Peter Schälchli, Zurich; Hans Meier, Zurich;A&P Schudel, ZurichSetting, lithography, printing: DAZ Druckerei Albisrieden AG, Zurich09 /2005
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