Exhibit 99.2
Ismeca Semiconductor
Holding SA
Consolidated
Financial Statements 2012
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Content | Page 2
Content
Consolidated Financial Statements of Ismeca Semiconductor Holding SA
Consolidated Balance Sheet as at December 31, 2012 and 2011, and January 1, 2011 | 3 | |||||
Consolidated Income Statement for the years ended December 31, 2012 and 2011 | 4 | |||||
Consolidated Statement of Comprehensive Income for the years ended December 31, 2012 and 2011 | 4 | |||||
Consolidated Cash Flow Statement for the years ended December 31, 2012 and 2011 | 5 | |||||
Consolidated Statement of Changes in Equity for the years ended December 31, 2012 and 2011 | 6 | |||||
Notes to the Consolidated Financial Statements for the years ended December 31, 2012 and 2011, and January 1, 2011 | 7 | |||||
1. | General Information | 7 | ||||
2. | Principles of Consolidation and Valuation | 7 | ||||
3. | Cash and Cash Equivalents by Currencies | 15 | ||||
4. | Trade Receivables | 15 | ||||
5. | Other Receivables | 15 | ||||
6. | Inventories and Work in Progress | 15 | ||||
7. | Property, Plant & Equipment | 16 | ||||
8. | Other Liabilities | 17 | ||||
9. | Accrued Expenses and Deferred Income | 17 | ||||
10. | Retirement Benefit Obligations | 17 | ||||
11. | Provisions | 20 | ||||
12. | Share Capital | 21 | ||||
13. | Related Parties | 21 | ||||
14. | Revenues | 21 | ||||
15. | Expenses by Nature and Function | 22 | ||||
16. | Other Operating Expenses | 22 | ||||
17. | Other Operating Income | 22 | ||||
18. | Financial Income | 22 | ||||
19. | Financial Expenses | 22 | ||||
20. | Income Taxes | 22 | ||||
21. | Deferred Tax Assets | 23 | ||||
22. | Deferred Tax Liabilities | 24 | ||||
23. | Financial Instruments measured at Fair Value | 24 | ||||
24. | Contingent Liabilities | 25 | ||||
25. | Pledged Assets | 25 | ||||
26. | Operating Lease Arrangements | 25 | ||||
27. | Categories of Financial Instruments | 26 | ||||
28. | Subsequent Events | 27 | ||||
29. | Authorization of Consolidated Financial Statements | 27 | ||||
Report of the Independent Auditor | 28 |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 3
Consolidated Balance Sheet
as at December 31, 2012 and 2011, and January 1, 2011
In 1’000s CHF | Notes | 31.12.2012 | 31.12.2011 | 01.01.2011 | ||||||||||||
Assets | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and cash equivalents | 3 | 3’362 | 25’139 | 19’727 | ||||||||||||
Trade receivables | 4 | 20’271 | 33’378 | 44’425 | ||||||||||||
Current income tax receivables | 149 | 587 | 551 | |||||||||||||
Advances due to suppliers | 208 | 464 | 614 | |||||||||||||
Other receivables | 5 | 498 | 573 | 5’659 | ||||||||||||
Prepaid expenses and accrued income | 356 | 466 | 1’721 | |||||||||||||
Inventories and work in progress | 6 | 10’086 | 9’397 | 10’821 | ||||||||||||
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Total current assets | 34’930 | 70’004 | 83’518 | |||||||||||||
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Non-current assets | ||||||||||||||||
Property, plant and equipment | 7 | 1’200 | 15’295 | 15’233 | ||||||||||||
Financial assets | 110 | 108 | 2’276 | |||||||||||||
Deferred tax assets | 21 | 1’298 | 1’315 | 1’010 | ||||||||||||
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Total non-current assets | 2’608 | 16’718 | 18’519 | |||||||||||||
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Total assets | 37’538 | 86’722 | 102’037 | |||||||||||||
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Liabilities | ||||||||||||||||
Short-term liabilities | ||||||||||||||||
Short-term financial liabilities | 0 | 0 | 19 | |||||||||||||
Trade payables | 5’617 | 4’318 | 11’236 | |||||||||||||
Advances received from customers | 997 | 1’478 | 2’779 | |||||||||||||
Other liabilities | 8 | 2’121 | 3’078 | 1’591 | ||||||||||||
Accrued expenses and deferred income | 9 | 4’124 | 7’020 | 10’339 | ||||||||||||
Short-term provisions | 11 | 184 | 30 | 47 | ||||||||||||
Current income taxes | 55 | 501 | 515 | |||||||||||||
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Total short-term liabilities | 13’098 | 16’425 | 26’526 | |||||||||||||
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Long-term liabilities | ||||||||||||||||
Pension obligations | 10 | 5’036 | 5’232 | 3’894 | ||||||||||||
Long-term provisions | 11 | 94 | 8 | 0 | ||||||||||||
Deferred tax liabilities | 22 | 8 | 8 | 1’033 | ||||||||||||
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Total long-term liabilities | 5’138 | 5’248 | 4’927 | |||||||||||||
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Total liabilities | 18’236 | 21’673 | 31’453 | |||||||||||||
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Shareholders’ equity | ||||||||||||||||
Share capital | 12 | 5’000 | 5’000 | 5’000 | ||||||||||||
Legal reserves | 1’000 | 24’627 | 24’627 | |||||||||||||
Retained earnings | 15’485 | 37’456 | 42’683 | |||||||||||||
Currency translation adjustment | -2’183 | -2’034 | -1’726 | |||||||||||||
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Total shareholders’ equity | 19’302 | 65’049 | 70’584 | |||||||||||||
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Total liabilities and shareholders’ equity | 37’538 | 86’722 | 102’037 | |||||||||||||
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Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 4
Consolidated Income Statement
for the years ended December 31, 2012 and 2011
In 1’000s CHF | Notes | 2012 | 2011 | |||||||||
Revenues | 14 | 76’738 | 86’563 | |||||||||
Cost of sales | 15 | -48’386 | -56’149 | |||||||||
Research and development | 15 | -8’009 | -8’570 | |||||||||
Selling, general and administrative | 15 | -18’577 | -16’762 | |||||||||
Other operating expenses | 15 / 16 | -338 | -374 | |||||||||
Other operating income | 17 | 5’668 | 1’050 | |||||||||
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Income from operations | 7’096 | 5’758 | ||||||||||
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Financial income | 18 | 199 | 7 | |||||||||
Financial expenses | 19 | -149 | -489 | |||||||||
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Income before income taxes | 7’146 | 5’276 | ||||||||||
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Tax (expense)/income | 20 | -405 | 809 | |||||||||
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Net income | 6’741 | 6’085 | ||||||||||
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Consolidated Statement of Comprehensive Income
for the years ended December 31, 2012 and 2011
In 1’000s CHF | 2012 | 2011 | ||||||||||
Net income | 6’741 | 6’085 | ||||||||||
Other comprehensive income: | ||||||||||||
Items that may be reclassified subsequently to the income statement | ||||||||||||
Foreign currency translation difference | -149 | -308 | ||||||||||
Items that will not be reclassified subsequently to the income statement | ||||||||||||
Actuarial losses on defined benefit plans | 10 | -1’563 | -1’703 | |||||||||
Income tax on other comprehensive income | 224 | 391 | ||||||||||
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Other comprehensive income for the year | -1’488 | -1’620 | ||||||||||
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Total comprehensive income for the year | 5’253 | 4’465 | ||||||||||
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Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 5
Consolidated Cash Flow Statement
for the years ended December 31, 2012 and 2011
In 1’000s CHF | Notes | 2012 | 2011 | |||||||||
Net income | 6’741 | 6’085 | ||||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||
Depreciation | 15 | 997 | 979 | |||||||||
Gain on disposal of property, plant and equipment | 17 | -4’674 | -13 | |||||||||
Change in provision and pension obligations | -1’625 | -593 | ||||||||||
Change in unrealized hedging (gain)/loss | -1’519 | 1’796 | ||||||||||
Financial income | 18 | -199 | -7 | |||||||||
Financial expense | 19 | 149 | 489 | |||||||||
Income taxes | 20 | 405 | -809 | |||||||||
Change in net current assets | ||||||||||||
Changes in trade receivables | 13’045 | 10’881 | ||||||||||
Changes in other receivables, advances, prepaid expenses and accrued income | 580 | 6’351 | ||||||||||
Changes in inventories and work in progress | -694 | 1’403 | ||||||||||
Changes in trade payables | 1’291 | -6’995 | ||||||||||
Changes in other liabilities, advances, accrued expenses and deferred income | -2’835 | -5’003 | ||||||||||
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Cash generated from operations | 11’662 | 14’564 | ||||||||||
Interest paid | -4 | 0 | ||||||||||
Income tax paid | -172 | -180 | ||||||||||
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Cash flows from operating activities A | 11’486 | 14’384 | ||||||||||
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Purchase of property plant and equipment | -231 | -1’074 | ||||||||||
Proceeds from sale of property, plant and equipment | 18’002 | 31 | ||||||||||
Acquisition of financial assets | -2 | 0 | ||||||||||
Repayment of financial assets | 0 | 2’168 | ||||||||||
Interest received | 21 | 7 | ||||||||||
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Cash flows from investing activities B | 17’790 | 1’132 | ||||||||||
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Repayment of short-term financial liabilities | 0 | -19 | ||||||||||
Dividends paid to shareholders | 12 | -51’000 | -10’000 | |||||||||
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Cash flows from financing activities C | -51’000 | -10’019 | ||||||||||
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Net (decrease) / increase in cash and cash equivalents (A + B + C) | -21’724 | 5’497 | ||||||||||
Cash and cash equivalents at beginning of the year | 3 | 25’139 | 19’727 | |||||||||
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Net (decrease) / increase in cash and cash equivalents | -21’724 | 5’497 | ||||||||||
Net foreign exchange difference | -53 | -85 | ||||||||||
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Cash and cash equivalents at end of the year | 3 | 3’362 | 25’139 | |||||||||
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Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 6
Consolidated Statement of Changes in Equity
for the years ended December 31, 2012 and 2011
In 1’000s CHF | Notes | Share Capital | Legal1) Reserves | Retained Earnings | Currency Translation Difference | Total Equity | ||||||||||||||||||
Balance as at January 1, 2011 | 5’000 | 24’627 | 42’683 | -1’726 | 70’584 | |||||||||||||||||||
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Net income for the year (A) | 0 | 0 | 6’085 | 0 | 6’085 | |||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||
Foreign currency differences | 0 | 0 | 0 | -308 | -308 | |||||||||||||||||||
Actuarial losses on defined benefit plans | 10 | 0 | 0 | -1’703 | 0 | -1’703 | ||||||||||||||||||
Income tax on other comprehensive income | 21 | 0 | 0 | 391 | 0 | 391 | ||||||||||||||||||
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Total other comprehensive income after income taxes (B) | 0 | 0 | -1’312 | -308 | -1’620 | |||||||||||||||||||
Comprehensive income (A+B) | 0 | 0 | 4’773 | -308 | 4’465 | |||||||||||||||||||
Dividends paid | 12 | 0 | 0 | -10’000 | 0 | -10’000 | ||||||||||||||||||
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Balance as at December 31, 2011 | 5’000 | 24’627 | 37’456 | -2’034 | 65’049 | |||||||||||||||||||
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Net income for the year (C) | 0 | 0 | 6’741 | 0 | 6’741 | |||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||
Foreign currency differences | 0 | 0 | 0 | -149 | -149 | |||||||||||||||||||
Actuarial losses on defined benefit plans | 10 | 0 | 0 | -1’563 | 0 | -1’563 | ||||||||||||||||||
Income tax on other comprehensive income | 21 | 0 | 0 | 224 | 0 | 224 | ||||||||||||||||||
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Total other comprehensive income after income taxes (D) | 0 | 0 | -1’339 | -149 | -1’488 | |||||||||||||||||||
Comprehensive income (C+D) | 0 | 0 | 5’402 | -149 | 5’253 | |||||||||||||||||||
Reclassification from legal reserves to retained earnings | 0 | -23’627 | 23’627 | 0 | 0 | |||||||||||||||||||
Dividends paid | 12 | 0 | 0 | -51’000 | 0 | -51’000 | ||||||||||||||||||
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Balance as at December 31, 2012 | 5’000 | 1’000 | 15’485 | -2’183 | 19’302 | |||||||||||||||||||
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1) | According to the Swiss Code of Obligation, a minimum of 5% of the yearly profit is allocated to the general legal reserve until the balance reaches 20% of the holding company’s share capital. This reserve is restricted for dividend payments. |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 7
Notes to the Consolidated
Financial Statements for the
years ended December 31, 2012 and 2011,
and January 1, 2011
1. General Information
Ismeca Semiconductor Holding SA and its subsidiaries (the “Company”, “Group”, “we”, “us” or “Ismeca”) is a 100% owned subsidiary of the parent company Delta Design Luxembourg S.à r.l. The ultimate parent company is COHU, Inc. California, United States (“COHU”). Ismeca was acquired by COHU on December 31, 2012 from its former owner Schweiter Technologies AG, Horgen, Switzerland (“Schweiter”).
Ismeca Semiconductor Holding SA, incorporated under Swiss Law (“Société Anonyme”) has its registered office at rue de l’Helvétie 283, La Chaux-de-Fonds, Switzerland.
Ismeca manufactures products which are used for the testing, assembly and packaging of devices in semiconductor plants all over the world. From standalone systems to complete integrated lines, the wide range of equipment provides the best solutions for Back-End processes.
2. Principles of Consolidation and Valuation
Basis of Accounting
The consolidated financial statements of Ismeca have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange of the assets.
IFRS 1First-time Adoption of International Reporting
These are the Company’s first consolidated financial statements prepared in accordance with IFRS. Therefore, IFRS 1First-time Adoption of International Reporting Standards has been applied. Because Ismeca was historically part of a larger group, its underlying records are in IFRS and as a result, there has been no impact on the financial position, financial performance and cashflows arising from the first time adoption of IFRS. In accordance with IFRS 1, the Company is required to use consistent accounting policies from its opening IFRS balance sheet, which is January 1, 2011, and throughout all periods presented in its first IFRS financial statements, with the last period being the year ended December 31, 2012.
The consolidated annual financial statements are presented in Swiss francs (“CHF”). The individual financial statements of each of the Group’s companies are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). All financial information presented in CHF has been rounded to the nearest thousand, except when otherwise indicated.
Adoption of new and revised Standards
The Group has applied IAS 19 (as revised in June 2011) Employee Benefits and the related consequential amendments retrospectively in advance of its effective date of January 1, 2013. The amendments to IAS 19 change the accounting for defined benefit schemes and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and scheme assets. The amendments require the recognition of changes in defined benefit obligations and in fair value of scheme assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. All actuarial gains and losses are recognized immediately through other comprehensive income in order for the net pension asset or liability recognized in the consolidated balance sheet to reflect the full value of the scheme deficit or surplus. Furthermore, the interest cost and expected return on scheme assets used in the previous version of IAS 19 are replaced with a ‘net-interest’ amount under IAS 19 (as revised in June 2011), which is calculated by applying a discount rate to the net defined benefit liability or asset. IAS 19 (as revised in June 2011) also introduces more extensive disclosures in the presentation of the defined benefit cost.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 8
Issued Standards not yet Adopted
At the date of authorisation of these financial statements,
the following Standards and Interpretations which have not
been applied in these financial statements were in issue but
not yet effective:
New Standards | Effective for annual periods beginning on or after | |||||
IFRS 9 | Financial Instruments | January 1, 2015 | ||||
IFRS 10 | Consolidated Financial Statements | January 1, 2013 | ||||
IFRS 11 | Joint Arrangements | January 1, 2013 | ||||
IFRS 12 | Disclosure of Interests in Other Entities | January 1, 2013 | ||||
IFRS 13 | Fair Value Measurement | January 1, 2013 | ||||
Amendments to Standards | ||||||
IFRS 7 | Disclosures—Offsetting Financial Assets and Financial Liabilities | January 1, 2013 | ||||
IAS 1 | Presentation of Financial Statements | |||||
- Presentation of Items of Other Comprehensive Income | July1, 2012 | |||||
- Clarification of the requirements for comparative information | January1, 2013 | |||||
IAS 16 | Property, Plant and Equipment | |||||
- Classification of servicing equipment | January1, 2013 | |||||
IAS 27 | Separate Financial Statements | January 1, 2013 | ||||
IAS 28 | Interests in Associates and Joint Ventures | January 1, 2013 | ||||
IAS 32 | Financial Instruments: Presentation | |||||
- Tax effect of distribution to holders of equity instruments | January 1, 2013 | |||||
- Offsetting Financial Assets and Financial Liabilities | January1, 2014 | |||||
IAS 34 | Interim Financial Reporting | |||||
- Interim financial reporting and segment information for total assets | January1, 2013 | |||||
IFRIC 20 | Stripping Costs in the Production Phase of a Surface Mine | January1, 2013 |
The directors do not expect that the adoption of the standards listed in the table above will have a material impact on the financial statements of the Group in future periods, except as follows:
• | IFRS 7 (amended) will increase the disclosure requirements where netting arrangements are in place for financial assets and financial liabilities; |
• | IFRS 12 will impact the disclosure of interests the Group has in other entities; and |
• | IFRS 13 may impact the measurement of fair value for certain assets and liabilities as well as the associated disclosures. |
• | IAS 1 will impact the disclosure relating to items in other comprehensive income as well as disclosures relating to comparative information |
• | IAS 16 will impact the disclosures relating to servicing equipment |
• | IAS 32 will increase the disclosures relating to financial instruments |
Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 9
Basis of Consolidation
The Group’s consolidated financial statements, comprising the consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income, as well as the cash flow statement and statement of changes in equity are based on the accounting records of the companies included as at December 31, 2012 and December 31, 2011.
Principles of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December
each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Scope of Consolidation
The following companies were fully consolidated as at December 31, 2012:
Subsidiaries In 1’000s of indicated currency | Purpose | Share Capital | Ownership | |||||||||||
Ismeca Semiconductor Holding SA La Chaux-de-Fonds, Switzerland | Holding Company | CHF | 5’000 | |||||||||||
Ismeca Europe Semiconductor SA La Chaux-de-Fonds, Switzerland | Production and distribution | CHF | 1’100 | 100% | ||||||||||
Ismeca USA Inc. Carlsbad, CA, USA | Distribution and services | USD | 100 | 100% | ||||||||||
CDF Holding Inc. Delaware, DE, USA | Holding Company | USD | 1 | 100% | ||||||||||
Ismeca Malaysia Sdn. Bhd. Malakka, Malaysia | Production and distribution | MYR | 5’000 | 100% | ||||||||||
Ismeca Semiconductor (Suzhou) Co. Ltd. Suzhou, China | Production and services | USD | 250 | 100% |
Conversion of Foreign Currencies
The annual statements of foreign subsidiaries are prepared in the functional currency of the respective subsidiary, which will normally be the national currency, and converted into Swiss francs for consolidation purposes: The balance sheet is translated at year-end exchange rates and the income statement at the average exchange rate for the financial year. Resulting foreign currency translation differences are credited/debited to other income in the consolidated
statement of comprehensive income and recognized as a separate component in shareholders’ equity. Other exchange rate differences, including those arising from foreign currency transactions in connection with normal business activities, are credited/debited to the income statement.
The following exchange rates were applied (in CHF):
Year-End Closing Rate | Average Rate | |||||||||||||||||||||||
Balance Sheet | Income Statement | |||||||||||||||||||||||
Currency | 31.12.2012 | 31.12.2011 | 2012 | 2011 | ||||||||||||||||||||
USA | Dollar | USD | 1 | 0.913 | 0.938 | 0.938 | 0.887 | |||||||||||||||||
EU | Euro | EUR | 1 | 1.207 | 1.216 | 1.205 | 1.233 | |||||||||||||||||
Malaysia | Ringgit | MYR | 1 | 0.294 | 0.296 | 0.305 | 0.289 | |||||||||||||||||
China | Yuan | CNY | 1 | 0.145 | 0.149 | 0.148 | 0.137 | |||||||||||||||||
Hong Kong | Dollar | HKD | 1 | 0.118 | 0.120 | 0.121 | 0.114 | |||||||||||||||||
Taiwan | Dollar | TWD | 1 | 0.032 | 0.032 | 0.032 | 0.030 | |||||||||||||||||
South Korea | Won | KRW | 1 | 0.001 | 0.001 | 0.001 | 0.001 |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 10
Cash and Cash Equivalents
Cash and cash equivalents contain cash holdings, bank account balances and money market investments with original maturities up to 3 months.
Trade Receivables
The reported value corresponds to the invoiced amounts less allowance for doubtful debts.
Inventories and Work in Progress
Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Work in progress represents inventories that are in the process of being installed into machines, but are not yet finished.
Property, Plant and Equipment
Land is reported in the balance sheet at acquisition cost. Value adjustments are made for any decrease in value which has occurred. Buildings, machinery, vehicles and operating equipment are reported at acquisition costs minus accrued depreciation. Depreciation is calculated using the straight-line method over the following useful lives:
Property, Plant and Equipment | Depreciation | |||
Land | No depreciation | |||
Buildings | 40 years | |||
Leasehold improvements | period of use or rental | |||
Machines & tools | 5 - 15 years | |||
Furnishings | 8 - 10 years | |||
Computer systems | 3 - 5 years | |||
Vehicles | 3 - 5 years | |||
Plant under construction | No depreciation |
Short-term leasing (operating leasing) costs are charged directly to the income statement. The corresponding liabilities are disclosed in the notes.
Impairment of Tangible Assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Financial Instruments
Financial assets and financial liabilities are recognized in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Financial Assets
All financial assets are recognized and derecognized on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Effective Interest Method
The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognized on an effective interest basis for debt instruments.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For all financial assets, objective evidence of impairment could include:
• | significant financial difficulty of the issuer or counterparty; or |
• | default or delinquency in interest or principal payments; or |
• | it becoming probable that the borrower will enter bankruptcy or financial re-organisation. |
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments, as well as observable changes in national or local economic conditions that correlate with default on receivables.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 11
For financial assets carried at amortized cost, the amount of the impairment is the differences between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.
Derecognition of Financial Assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
Income Tax
The tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred Tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries, except where the group is unable to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
is realized based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Benefits due to Employees
Payments to defined contribution benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the group’s obligations under the schemes are equivalent to those arising in a defined contribution benefit scheme.
For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling (if applicable) and the return on scheme assets (excluding interest) are recognized immediately in the balance sheet with a charge or credit to the statement of comprehensive income in the period in which they occur. Remeasurement recorded in the statement of comprehensive income is not recycled. Past service cost is recognized in profit or loss in the period of scheme amendment. Net-interest is calculated by applying a discount rate to the net defined benefit liability or asset. Defined benefit costs are split into three categories:
• | current service cost, past-service cost and gains and losses on curtailments and settlements; |
• | net-interest expense or income; and |
• | remeasurement. |
The Group presents the first component of defined benefit costs within cost of sales and administrative expenses in its consolidated income statement. Curtailments gains and losses are accounted for as past-service cost.
Net-interest expense or income is recognized within finance costs.
The retirement benefit obligation recognized in the consolidated balance sheet represents the deficit or surplus in the Group’s defined benefit schemes. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the schemes or reductions in future contributions to the schemes.
A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 12
present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Revenues
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, sales tax, bad debt related losses and other sales-related taxes.
Sale of Goods
Revenue from the sale of machines and spare parts is recognized when all the following conditions are satisfied:
• | the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; |
• | the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
• | the amount of revenue can be measured reliably; |
• | it is probable that the economic benefits associated with the transaction will flow to the entity; and |
• | the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Rendering of Services
Revenue from services is recognized when rendered.
Interest Revenue
Interest income is recognized when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Rental Income
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.
Assumptions and Use of Estimates
Significant judgements and estimates are used in the preparation of the consolidated financial statements which, to the extent that actual outcomes and results may differ from these assumptions and estimates, could affect the accounting in the areas as described. The estimates and underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the given circumstances. The results subsequently achieved may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis and are adjusted appropriately if new information or findings come to light. Such changes are recognized in the income statement in the period in which the estimate is revised.
The key assumptions are described below and are also outlined in the respective notes.
Revenue Recognition
Revenue is only recognized when, in management’s judgement, the significant risks and rewards of ownership have been transferred to the customer. In making this
judgement, management take into consideration its ability to reliably estimate returns from customers and warrantees based on historical experience. Where the level of returns can be reliably estimated, a provision is recognised against revenues. Provisions for warrantees are recognised as an expense. Management believe that revenue has been appropriately recognised in the financial statements.
Property, Plant and Equipment
Property, plant and equipment are reviewed when there are signs of impairment. To determine whether any impairment exists, management estimates and assesses future cash flows expected to result from the use of the assets or their possible disposal. In the same way, the assumed periods of use are based on management’s best estimate. The related carrying amount as of December 31, 2012 is outlined in Note 7 “Property, Plant and Equipment”.
Income Taxes
Significant estimates are required in determining the current and deferred assets and liabilities for income taxes. In particular, this also relates to the application of deferred tax assets for any future use of existing losses carried forward. Some of these estimates are based on interpretations of existing tax laws or regulations. Management believes that the estimates are reasonable and that the recognized assets and liabilities for income tax-related uncertainties are adequately recognized.
Receivables and Inventories
The value adjustment for receivables takes account of the assessment of bad debt and credit risks. When reporting inventories on the balance sheet, estimates need to be made of their value retention based on the expected consumption of the article in question. The write down to inventories is calculated based on a “days in inventory analysis”. Where necessary, the parameters are adjusted. The related carrying amount as of December 31, 2012 is outlined in Note 4 “Trade Receivables” and Note 6 “Inventories and Work in Progress”.
Staff Pension Schemes
Certain Ismeca employees participate in post-employment pension schemes treated as defined benefit pension plans in accordance with IAS 19. The calculations of the recognized assets and liabilities from such plans are based upon statistical and actuarial calculations. The actuarial assumptions used, in agreement with Management, may have an impact on the assets and liabilities of staff pension schemes recognized in the balance sheet in future reporting periods. The related carrying amount as of December 31, 2012 is outlined in Note 10 “Retirement Benefit Obligations”.
Provisions for Litigation
Some Group companies are exposed to litigation. Based on current knowledge, management has made an assessment of the possible impact of these legal cases and has reported provisions on the balance sheet accordingly (if any).
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 13
Risk Assessment
The company has an implemented risk management system. On the basis of a periodic systematic risk identification process, the key risks to which the company is exposed are assessed in terms of their likelihood and impact. Appropriate measures, decided by the Board of Directors are taken to mitigate or minimize these risks.
Financial Risk Management
Market Risks and Risk Management Basic Principles
The Group is subject to market risks, credit risks and liquidity risks. The market risk consists primarily of foreign currency risks and, to a lesser degree, interest rate risks.
The Board of Directors is responsible for overseeing the Group’s internal control system which monitor, but cannot rule out, the risk of inadequate business performance. These systems provide appropriate, though not absolute, security against significant inaccuracies and material losses. Management is responsible for identifying and assessing risks that are of significance.
In addition to quantitative approaches and formal guidelines – which are only part of a comprehensive risk management approach – it is also considered important to establish and maintain a corresponding risk management culture.
Foreign Currency Risk
As the Group engages in international operations, it is exposed to exchange rate risks. These risks relate primarily to the US dollar (“USD”). Some forward exchange transactions are used to hedge exchange rate risks. These instruments are not used for speculative purposes.
Foreign currency risks arising from the conversion of items in the income statements and balance sheets of foreign Group companies are not hedged.
A 5% increase or decrease in the Swiss franc against the USD on December 31, 2012 would have resulted in a decrease or increase respectively, to the pre-tax profit of the Group of TCHF 163 (2011: TCHF 1’518).
A parallel 5% shift in the exchange rates of all currencies would change consolidated shareholders’ equity by TCHF 628 (previous year: TCHF 204).
Interest Rate Risks
Interest rate risks arise from changes in interest rates which have negative repercussions on the Group’s asset and earnings situation. Interest rate fluctuations lead to changes in interest income and interest expense on interest-bearing assets and liabilities.
A 1% rise in interest rates would have increased the interest expense by around TCHF 33 (2011: TCHF 250). By the same token, a 1% fall in interest rates would have reduced interest expense by TCHF 33 (2011: TCHF 250).
Credit Risks
Cash and cash equivalents: As a component of risk policy, the Group’s cash and cash equivalents are invested with various first-class banks, mainly in the form of term deposits or current account balances. The Group is exposed to credit risks in the event of banks failing to fulfil their obligations. The banks’ credit ratings are regularly reviewed, as are the sums invested with each bank.
Receivables: There are no risks of concentration relating to trade accounts receivable. To minimize default risks, appropriate additional collateral (e.g. irrevocable confirmed
documentary credits, bank guarantees, credit risk insurance etc.) is agreed upon based on specific industry, country and customer analyses. The Group carries out constant checks on customers’ creditworthiness and does not have any major concentrations of default risks.
The maximum credit risk corresponds to the book value of the asset.
Capital Management
As part of its capital management, the Group’s aim is to secure current financial requirements for the continuation of the business and to provide the necessary resources to achieve its growth targets.
The Group manages the capital structure and makes adjustments in light of changes in economic conditions, business activities, the investment and expansion program and the risks posed by the underlying assets. To manage the capital structure, the Group can adjust dividend payments, make capital repayments to shareholders, issue new shares, increase its borrowing or sell assets to reduce debts.
Liquidity Risk
To meet their obligations, the Group companies require sufficient liquidity. In order to meet the corresponding liabilities, the Group has cash and cash equivalents, cash from operating activities and unused credit lines.
The following table details the Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 14
Maturity Profile of the Company’s Financial Liabilities
Cash outflows due in | ||||||||||||||||||||
December 31, 2012 | Carrying amount | Total | less than 1 year | 1 to 5 years | over 5 years | |||||||||||||||
In 1’000s CHF | ||||||||||||||||||||
Trade payables | 5’617 | 5’617 | 5’617 | — | — | |||||||||||||||
Other liabilities1) | 1’151 | 1’151 | 1’151 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | 6’768 | 6’768 | 6’768 | — | — | |||||||||||||||
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|
|
|
|
|
|
|
|
| |||||||||||
Cash outflows due in | ||||||||||||||||||||
December 31, 2011 | Carrying amount | Total | less than 1 year | 1 to 5 years | over 5 years | |||||||||||||||
In 1’000s CHF | ||||||||||||||||||||
Trade payables | 4’318 | 4’318 | 4’318 | — | — | |||||||||||||||
Other liabilities1) | 2’792 | 2’792 | 2’792 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | 7’110 | 7’110 | 7’110 | — | — | |||||||||||||||
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|
|
|
|
|
|
|
|
|
1) | Excluding TCHF 970 at December 31, 2012 and TCHF 286 at December 31, 2011 of other liabilities which do not qualify as financial liabilities |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 15
3. Cash and Cash Equivalents by Currencies
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
CHF | 604 | 19’207 | 12’397 | |||||||||
EUR | 437 | 450 | 815 | |||||||||
USD | 1’987 | 4’918 | 5’870 | |||||||||
CNY | 135 | 313 | 387 | |||||||||
MYR | 106 | 194 | 156 | |||||||||
Other | 93 | 57 | 102 | |||||||||
|
|
|
|
|
| |||||||
Total cash and cash equivalents | 3’362 | 25’139 | 19’727 | |||||||||
|
|
|
|
|
|
Cash and cash equivalents carry interest ranging from 0.0% to 2.85% (MYR).
4. Trade Receivables
Trade Receivables
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Trade receivables | 20’564 | 33’684 | 44’869 | |||||||||
Allowance for doubtful accounts | -293 | -306 | -444 | |||||||||
|
|
|
|
|
| |||||||
Trade receivables - net | 20’271 | 33’378 | 44’425 | |||||||||
|
|
|
|
|
|
Age Analysis of Trade Receivables
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Trade receivables | 20’564 | 33’684 | ||||||
Allowance for doubtful accounts | -293 | -306 | ||||||
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|
|
| |||||
Trade receivables - net | 20’271 | 33’378 | ||||||
|
|
|
| |||||
Not due | 14’079 | 20’884 | ||||||
Overdue | ||||||||
up to one month | 2’943 | 4’738 | ||||||
between 31 and 60 days | 1’253 | 2’828 | ||||||
between 61 and 90 days | 211 | 1’439 | ||||||
more than three months | 2’078 | 3’795 | ||||||
Total overdue | 6’485 | 12’800 | ||||||
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|
|
| |||||
20’564 | 33’684 | |||||||
|
|
|
| |||||
Total overdue but not impaired | 6’192 | 12’494 |
Allowance for Doubtful Accounts
in 1’000s CHF | 2012 | 2011 | ||||||
Balance as at January 1, | -306 | -444 | ||||||
Allowance for doubtful debt used | 0 | 120 | ||||||
Allowance for doubtful debt released | 71 | 68 | ||||||
Allowance for doubtful debt increased | -63 | -49 | ||||||
Foreign currency differences | 5 | -1 | ||||||
|
|
|
| |||||
Balance as at December 31, | -293 | -306 | ||||||
|
|
|
|
Respective bad and doubtful debt allowances relate to trade receivables older than three months and cover the provision for bad debt and credit risks. The carrying amount of trade receivables represents the maximum exposure to credit risk.
5. Other Receivables
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Receivables from indirect taxes | 253 | 409 | 1’001 | |||||||||
Derivative financial instruments | 0 | 0 | 4’455 | |||||||||
Other receivables | 245 | 164 | 203 | |||||||||
|
|
|
|
|
| |||||||
Total other receivables | 498 | 573 | 5’659 | |||||||||
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|
|
|
Receivables from indirect taxes mainly consists of value added tax and withholding tax.
6. Inventories and Work in Progress
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Raw materials and production parts | 6’166 | 5’770 | 4’969 | |||||||||
Semi-finished goods and work in progress | 3’901 | 3’431 | 4’758 | |||||||||
Finished goods and trading goods | 19 | 196 | 1’094 | |||||||||
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|
|
|
| |||||||
Total inventories and work in progress | 10’086 | 9’397 | 10’821 | |||||||||
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|
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|
|
Total inventories and work in progress include a write down of CHF 4.6 million (previous year: CHF 4.5 million). The write down was determined on the basis of the salability and range of the inventories.
No inventories have been pledged as security for liabilities.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 16
7. Property, Plant & Equipment
Changes in property, plant and equipment for the years ended December 31, 2012 and 2011 were as follows:
in 1’000s CHF | Land and Buildings | Installations | Machinery Tools | Furnishings | Computer Equipment | Vehicles | Total | |||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||
Balance as at January 1, 2011 | 25’281 | 281 | 2’628 | 2’233 | 6’148 | 360 | 36’931 | |||||||||||||||||||||
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| |||||||||||||||
Additions | 0 | 81 | 763 | 50 | 164 | 0 | 1’058 | |||||||||||||||||||||
Disposals | 0 | 0 | 0 | -2 | -131 | -20 | -153 | |||||||||||||||||||||
Exchange rate differences | 0 | -9 | 0 | -11 | -8 | -2 | -30 | |||||||||||||||||||||
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| |||||||||||||||
Balance as at December 31, 2011 | 25’281 | 353 | 3’391 | 2’270 | 6’173 | 338 | 37’806 | |||||||||||||||||||||
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| |||||||||||||||
Additions | 0 | 0 | 115 | 19 | 77 | 26 | 237 | |||||||||||||||||||||
Disposals | -25’281 | 0 | -72 | -809 | -626 | -54 | -26’842 | |||||||||||||||||||||
Exchange rate differences | 0 | -4 | -13 | -27 | -24 | -3 | -71 | |||||||||||||||||||||
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| |||||||||||||||
Balance as at December 31, 2012 | 0 | 349 | 3’421 | 1’453 | 5’600 | 307 | 11’130 | |||||||||||||||||||||
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| |||||||||||||||
Accumulated Depreciation | ||||||||||||||||||||||||||||
Balance as at January 1, 2011 | -10’770 | -238 | -2’552 | -1’996 | -5’855 | -287 | -21’698 | |||||||||||||||||||||
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|
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|
|
| |||||||||||||||
Depreciation | -606 | -21 | -107 | -58 | -163 | -24 | -979 | |||||||||||||||||||||
Disposals | 0 | 0 | 0 | 1 | 130 | 20 | 151 | |||||||||||||||||||||
Exchange rate differences | 0 | 8 | 0 | 6 | -1 | 2 | 15 | |||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance as at December 31, 2011 | -11’376 | -251 | -2’659 | -2’047 | -5’889 | -289 | -22’511 | |||||||||||||||||||||
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|
|
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|
|
| |||||||||||||||
Depreciation | -577 | -25 | -136 | -54 | -180 | -25 | -997 | |||||||||||||||||||||
Disposals | 11’953 | 0 | 72 | 808 | 621 | 54 | 13’508 | |||||||||||||||||||||
Exchange rate differences | 0 | 3 | 12 | 28 | 25 | 2 | 70 | |||||||||||||||||||||
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|
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|
|
|
|
|
|
|
| |||||||||||||||
Balance as at December 31, 2012 | 0 | -273 | -2’711 | -1’265 | -5’423 | -258 | -9’930 | |||||||||||||||||||||
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| |||||||||||||||
Net Book Value | ||||||||||||||||||||||||||||
January 1, 2011 | 14’511 | 43 | 76 | 237 | 293 | 73 | 15’233 | |||||||||||||||||||||
December 31, 2011 | 13’905 | 102 | 732 | 223 | 284 | 49 | 15’295 | |||||||||||||||||||||
December 31, 2012 | 0 | 76 | 710 | 188 | 177 | 49 | 1’200 |
Other information in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Net book value of pledged land and buildings | 0 | 0 | ||||||
Net book value of leased property, plant and equipment (category “computer equipment”) | 0 | 29 |
During 2012, the entire headquarters’ land and building in La Chaux-de-Fonds was sold to the former owner Schweiter in connection with the Ismeca acquisition by COHU. The consideration for the assets sold was CHF 18.0 million which resulted in a gain of CHF 4.7 million (presented within “Other Operating Income” – see Note 17).
The land value within “Land and Buildings” was TCHF 668 as of January 1, 2011 and December 31, 2011.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 17
8. Other Liabilities
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Liabilities from indirect taxes | 970 | 286 | 300 | |||||||||
Derivative financial instruments | 277 | 1’796 | 0 | |||||||||
Other liabilities | 874 | 996 | 1’291 | |||||||||
|
|
|
|
|
| |||||||
Total other liabilities | 2’121 | 3’078 | 1’591 | |||||||||
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|
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|
|
9. Accrued Expenses and Deferred Income
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Personnel costs | 2’293 | 5’118 | 7’289 | |||||||||
Cost of materials/overheads | 595 | 350 | 485 | |||||||||
Other accrued expenses and deferred income | 1’236 | 1’552 | 2’565 | |||||||||
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|
|
|
|
| |||||||
Total accrued expenses and deferred income | 4’124 | 7’020 | 10’339 | |||||||||
|
|
|
|
|
|
Personnel costs include mainly holidays, flexitime, overtime and bonuses.
10. Retirement Benefit Obligations
The Group operates various pension plans for employees that satisfy the participation criteria. Among these plans are both defined benefit plans and defined contribution plans that cover the majority of employees for death, disability and retirement.
Defined Contribution Pension Plans
The Group offers defined contribution plans for staff who meet the relevant admission criteria. The plan in Malaysia is a state-run saving plan. The company is obliged to contribute a predefined percentage of employees’ annual salaries to the pension plans.
In some other countries, the employer offers defined contribution pension plans. The assets of these plans are held in separate legal entities which are independent of the company and are not accessible to the employer.
For the 2012 financial year, the employer’s contribution to defined contribution plans amounted to TCHF 1’039 (2011: TCHF 857).
Defined Benefit Plans
The Group sponsors a defined benefit pension plan in Switzerland for employees who meet the relevant admission criteria. From June 1st, 2012, the assets of this plan have been held and managed by an independent collective foundation of a major insurance company. Prior to this date, the assets were held and managed by an independent foundation. Because of the decreasing number of participants’ over the last years, the assets were transferred to a collective foundation. As part of this change, certain benefits have been changed which resulted in a gain of TCHF 1’360 during 2012 (disclosed under past service cost). The main change relates to the reduction in the amount that a member is entitled to upon retirement.
The Board of Trustees is made up of equal numbers of employee and employer representatives. Under the law and the pension regulations, the Board of Trustees has a duty to act only in the interests of the foundation and the beneficiaries (active insured members and members receiving pensions). This means that the employer itself cannot determine the benefits or how they are financed. Instead, the decisions are taken jointly. The Board of Trustees is responsible for defining the investment strategy, for making changes to the pension fund regulations and in particular also for defining the financing of the pension benefits. The retirement savings accounts are managed for each employee. The annual retirement credits and interest are credited to these retirement savings accounts (there will be no possibility of negative interest). When members come to retire, they will be able to choose whether to take a pension for life or a lump sum. In addition to retirement benefits, the plan benefits will also include disability and partner pensions. These benefits will be calculated as a percentage of the employee’s
annual insured salary. Members may also buy into the scheme to improve their pension provision up to the maximum amount permitted under the rules or may withdraw funds early for the purchase of a residential property for their own use. On leaving the company, the retirement savings will be transferred to the pension institution of the new employer or to a vested benefits institution. This type of benefit may result in pension payments varying considerably between individual years.
In defining the benefits, the minimum requirements of the Law on Occupational Retirement, Survivors and Disability Pension Plans (BVG) and its implementing provisions must be observed. The BVG defines the minimum covered salary and the minimum retirement credits. The interest rate applicable to these minimum retirement savings is set by the Swiss Federal Council at least once every two years. In 2012, the rate was 1.5%, as against 2.0% in 2011.
The structure of the plan and the legal provisions of the BVG mean that the employer is exposed to actuarial risks. The main risks are investment risk, interest risk, disability risk and the risk of longevity.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 18
The main assumptions on which the actuarial calculations are as follows:
31.12.2012 | 31.12.2011 | |||||||
Discount rate for calculation purposes | 2.0 | % | 2.5 | % | ||||
Future increase in salaries | 1.5 | % | 2.0 | % | ||||
Future pension adjustments | 0.1 | % | 0.1 | % | ||||
(in years) | ||||||||
Life expectancy at age 65 | ||||||||
Year of birth 1947 | ||||||||
- Men | 21 | 23 | ||||||
- Women | 24 | 21 | ||||||
Year of birth 1967 | ||||||||
- Men | 23 | 25 | ||||||
- Women | 25 | 24 |
The amounts recognized in the income statement and in shareholders’ equity are as follows:
Pension Expense Recognized in the Income Statement
in 1’000s CHF | 2012 | 2011 | ||||||
Service costs | ||||||||
- Current service costs | 766 | 708 | ||||||
- Past service costs | -1’360 | 0 | ||||||
- Plan curtailments | 0 | -471 | ||||||
- Plan settlements | 0 | 0 | ||||||
Net interest expense | 106 | 219 | ||||||
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Total pension (income)/expense for the period | -488 | 456 | ||||||
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Revaluation Components recognized in Other Comprehensive Income
in 1’000s CHF | 2012 | 2011 | ||||||
Actuarial gains/losses | ||||||||
- Based on adjustment of demographic assumptions | 0 | 621 | ||||||
- Based on adjustment of economic assumptions | 1’141 | 1’061 | ||||||
Experience adjustments | 154 | -849 | ||||||
Return on pension assets (excluding amounts in net interest expenses) | 268 | 870 | ||||||
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Total expense recognized in the “statement of other comprehensive income” | 1’563 | 1’703 | ||||||
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Total pension costs | 1’075 | 2’159 | ||||||
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The changes in pension obligations and pension assets can be summarized as follows:
Changes in the Present Value of Defined Benefit Obligations
in 1’000s CHF | 2012 | 2011 | ||||||
Opening present value of defined benefit obligations | 25’351 | 24’113 | ||||||
Current service costs | 766 | 708 | ||||||
Plan participants’ contributions | 694 | 821 | ||||||
Interest expenses on the present value of the obligations | 628 | 735 | ||||||
Actuarial losses | 1’295 | 833 | ||||||
Past service costs | -1’360 | 0 | ||||||
Plan curtailments | 0 | -471 | ||||||
Plan settlements | -962 | 0 | ||||||
Benefits paid through pension assets | -457 | -1’388 | ||||||
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Closing present value of defined benefit obligations | 25’955 | 25’351 | ||||||
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Changes in the Fair Value of Plan Assets
in 1’000s CHF | 2012 | 2011 | ||||||
Opening fair value of plan assets | 20’119 | 20’219 | ||||||
Plan participants’ contributions | 694 | 821 | ||||||
Company contributions | 1’271 | 821 | ||||||
Interest income on assets | 522 | 516 | ||||||
Return on plan assets (excl. contributions in interest income) | -268 | -870 | ||||||
Plan settlements | -962 | 0 | ||||||
Benefits paid through pension assets | -457 | -1’388 | ||||||
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Closing fair value of plan assets | 20’919 | 20’119 | ||||||
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Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 19
The net position of pension obligations in the balance sheet can be summarized as follows:
Amount recognized in the Balance Sheet
in 1’000s CHF | 31.12.2012 | 31.12.2011 | 1.1.2011 | |||||||||
Present value of funded obligations | 25’955 | 25’351 | 24’113 | |||||||||
Present value of plan assets | -20’919 | -20’119 | -20’219 | |||||||||
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Under-/(over) funding | 5’036 | 5’232 | 3’894 | |||||||||
Present value of unfunded obligations | 0 | 0 | 0 | |||||||||
Assets not available to company | 0 | 0 | 0 | |||||||||
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Recognized pension obligations | 5’036 | 5’232 | 3’894 | |||||||||
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The pension assets mainly consist of the following categories of securities:
Categories of Securities
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Equities | ||||||||
- Listed investments | 0 | 5’759 | ||||||
- Unlisted investments | 0 | 0 | ||||||
Bonds | ||||||||
- Listed investments | 0 | 6’839 | ||||||
- Unlisted investments | 0 | 0 | ||||||
Alternative financial assets | ||||||||
- Listed investments | 0 | 0 | ||||||
- Unlisted investments | 0 | 779 | ||||||
Real estate | ||||||||
- Indirect investments | 0 | 3’620 | ||||||
- Direct investments | 0 | 0 | ||||||
Qualified insurance contracts | 20’874 | 2’275 | ||||||
Cash and cash equivalents | 45 | 847 | ||||||
Other financial investments | 0 | 0 | ||||||
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Total | 20’919 | 20’119 | ||||||
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The assets originate from the pension plans in Switzerland. The Boards of Trustees issue investment guidelines for the plan assets which include the tactical asset allocation and the benchmarks for comparing the results with a general investment universe. The Swiss pension plans are also subject to the legal requirements on diversification and safety laid down by the BVG (BVG = Federal Law on Occupational Retirement, Survivors’ and Disability Pension Plans). Bonds generally have at least an A rating.
The plan assets do not include any direct investments in the Group. As shares are also held via fund units, the possibility that such units might include shares in the Group cannot be ruled out.
The assets generated a gain of TCHF 254 in 2012 and a loss of TCHF 354 in 2011.
The following table provides a breakdown of the defined benefit obligations among active insured members, former members with vested benefits and members receiving pensions. The terms of the obligations are also given:
Breakdown of Defined Benefit Obligations among insured Members
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Active insured members | 16’665 | 17’810 | ||||||
Former members with vested benefits | 0 | 0 | ||||||
Members receiving pensions | 9’290 | 7’541 | ||||||
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Total | 25’955 | 25’351 | ||||||
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(in years) | ||||||||
Term of obligations | 18.0 | 13.1 |
The sensitivity of the overall pension liability to changes in principal assumptions is presented in the following table:
31.12.2012 | ||||||||
in 1’000s CHF | +0.25% | -0.25% | ||||||
Discount rate for calculation purposes | -903 | 973 | ||||||
Future salary change | 127 | -122 | ||||||
Interest on retirement assets | 182 | -175 |
Total employer contributions to the defined benefit pension plan in 2013 are expected to be TCHF 625 (previous year TCHF 675).
Other long-term Benefits
The Group has programs for long-service awards and other payments dependent on length of service which are classified as other long-term payments due to employees and other pension provisions. Such benefits are provided for in Note 11 “Provisions”.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 20
11. Provisions
in 1’000s CHF | Guarantees | Other | Total | |||||||||
Balance as at January 1, 2011 | 31 | 16 | 47 | |||||||||
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Consumption with neutral impact on income | -31 | -15 | -46 | |||||||||
Unused amounts reversed and released to income | 0 | 0 | 0 | |||||||||
Additional provisions charged to income | 30 | 7 | 37 | |||||||||
Balance as at December 31, 2011 | 30 | 8 | 38 | |||||||||
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Consumption with neutral impact on income | -28 | -3 | -31 | |||||||||
Unused amounts reversed and released to income | 0 | -1 | -1 | |||||||||
Additional provisions charged to income | 173 | 99 | 272 | |||||||||
Balance as at December 31, 2012 | 175 | 103 | 278 | |||||||||
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Current provisions | 30 | 0 | 30 | |||||||||
Non-current provisions | 0 | 8 | 8 | |||||||||
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Balance as at December 31, 2011 | 30 | 8 | 38 | |||||||||
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Current provisions | 170 | 14 | 184 | |||||||||
Non-current provisions | 5 | 89 | 94 | |||||||||
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Balance as at December 31, 2012 | 175 | 103 | 278 | |||||||||
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Expected use of provisions
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Within 1 year | 184 | 30 | ||||||
Between 1 and 5 years | 94 | 8 | ||||||
More than 5 years | 0 | 0 | ||||||
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Total | 278 | 38 | ||||||
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Guarantees
The provisions for guarantees are calculated on the basis of individual cases and managements’ best estimates.
Other
Other provisions cover mainly obligations arising from personnel-related payments such as pension benefits and long-service awards.
As at December 31, 2012 there exists a provision in the amount of TCHF 9 (previous year: TCHF 8) for other long-term payments and TCHF 94 (previous year: TCHF 0) for pension benefits.
The amount of the provisions is based on the outflow of resources which Management anticipates will be needed to cover liabilities.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 21
12. Share Capital
On December 31, 2012, share capital is valued at CHF 5.0 million and consists of 50’000 registered, fully paid shares at a nominal value of CHF 100 each.
No own shares were held by Ismeca during the year.
In 2011, the Company paid a dividend of CHF 10.0 million or CHF 200 per share to the shareholder related to the financial year 2010.
In 2012, the Company paid a dividend of CHF 51.0 million or CHF 1’020 per share to the shareholder.
As of the date of the authorization of these Consolidated Financial Statements, the Board of Directors had not yet proposed to pay a dividend in the year 2013.
13. Related Parties
Related parties (individuals and companies) include members of Group Management and the Board of Directors, controlling shareholder and companies under their control. In principle, transactions with related parties are conducted at market terms. During 2012 and 2011, the following transactions occurred with the former controlling shareholder Schweiter:
In 1’000s CHF | 2012 | 2011 | ||||||
Income statement | ||||||||
Costs charged for | ||||||||
- management fees | 250 | 250 | ||||||
- personnel expenses | 373 | 402 | ||||||
- insurance expenses | 70 | 124 | ||||||
Balance sheet | ||||||||
Outstanding other liabilities as at December 31 | — | 84 |
Additionally, Ismeca sold a property to the former shareholder Schweiter during 2012. Further details are outlined in Note 7 “Property, Plant & Equipment”.
Apart from the compensation and pension benefits outlined in the following table, no further significant transactions were conducted with related parties.
Compensation of Key Management Personnel
At the end of 2012, key management personnel include six members of the Executive Committee (prior year six members).
The compensation for key management personnel as described above was as follows:
In 1’000s CHF | 2012 | 2011 | ||||||
Short-term employee benefits | 5’839 | 2’680 | ||||||
Post-employment benefits | 547 | 302 | ||||||
Other long-term benefits | — | — | ||||||
Termination benefits | — | — | ||||||
Share-based payments | — | — | ||||||
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Total compensation of key management personnel | 6’386 | 2’982 | ||||||
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Short-term employee benefits include wages and bonuses. Post-employment benefits contain employer contributions for state old age and survivors insurance, disability insurance and pension fund.
14. Revenues
in 1’000s CHF | 2012 | 2011 | ||||||
Net proceeds of deliveries of goods | 63’537 | 74’363 | ||||||
Net proceeds of spare parts | 12’680 | 11’972 | ||||||
Net proceeds of services | 521 | 228 | ||||||
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Total revenues | 76’738 | 86’563 | ||||||
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The following table provides details of total external revenues by geographic market area.
Geographical Information
in 1’000s CHF | 2012 | 2011 | ||||||
Europe | 7’074 | 6’240 | ||||||
Americas | 4’432 | 7’747 | ||||||
Asia | 65’232 | 72’576 | ||||||
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Total revenues | 76’738 | 86’563 | ||||||
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The following table provides information about major customers with sales higher than 10%.
Major Customer
2012 | 2011 | |||||||||||||||
in 1’000s CHF | Sales | Sales | ||||||||||||||
Customer 1 | 12’239 | 16 | %1) | 8’962 | 10 | %1) | ||||||||||
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Total | 12’239 | 8’962 | ||||||||||||||
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1) in % of total revenues
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 22
15. Expenses by Nature and Function
Expenses by Nature | ||||||||
in 1’000s CHF | 2012 | 2011 | ||||||
Cost of raw materials and consumables used | -38’196 | -44’863 | ||||||
Personnel expenses | -24’887 | -24’060 | ||||||
Operating expenses | -11’230 | -11’953 | ||||||
Direct sales and distribution costs | -2’156 | -2’443 | ||||||
Purchasing and production overheads | -1’369 | -1’935 | ||||||
Sales and distribution | -1’138 | -1’124 | ||||||
After sales overhead | -2’284 | -1’981 | ||||||
Overheads relating to administration and capital taxes | -1’659 | -1’931 | ||||||
Development overheads | -2’082 | -2’014 | ||||||
Cost of premises | -535 | -517 | ||||||
Other | -7 | -8 | ||||||
Depreciation | -997 | -979 | ||||||
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Total expenses by nature | -75’310 | -81’855 | ||||||
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Expenses by Function | ||||||||
in 1’000s CHF | 2012 | 2011 | ||||||
Cost of sales | -48’386 | -56’149 | ||||||
Research and development | -8’009 | -8’570 | ||||||
Selling, general and administrative | -18’577 | -16’762 | ||||||
Other operating expenses | -338 | -374 | ||||||
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Total expenses by function | -75’310 | -81’855 | ||||||
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16. Other Operating Expenses
in 1’000s CHF | 2012 | 2011 | ||||||
Depreciation related to property rented out | -322 | -358 | ||||||
Other expenses related to property rented out | -16 | -16 | ||||||
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Total other operating expenses | -338 | -374 | ||||||
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17. Other Operating Income
in 1’000s CHF | 2012 | 2011 | ||||||
Rental income | 991 | 1’036 | ||||||
Gains on sale of property, plant and equipment | 4’674 | 13 | ||||||
Other income | 3 | 1 | ||||||
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Total other operating income | 5’668 | 1’050 | ||||||
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18. Financial Income
in 1’000s CHF | 2012 | 2011 | ||||||
Interest income | 21 | 7 | ||||||
Exchange rate gains | 178 | 0 | ||||||
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Total financial income | 199 | 7 | ||||||
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19. Financial Expenses
in 1’000s CHF | 2012 | 2011 | ||||||
Interest expense | -149 | -262 | ||||||
Exchange rate losses | 0 | -227 | ||||||
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Total financial expenses | -149 | -489 | ||||||
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20. Income Taxes
Income Taxes
in 1’000s CHF | 2012 | 2011 | ||||||
Current taxes | -164 | -130 | ||||||
Deferred taxes | -241 | 939 | ||||||
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Total income tax (expense)/benefit | -405 | 809 | ||||||
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Deferred taxes are attributable to differences between the standard Group valuation and the tax valuation in the individual financial statements. The reconciliations between the actual tax charge and the expected tax charge for the years ended December 31, 2012 and 2011 are as follows:
Reconciliation of Income Taxes |
| |||||||
in 1’000s CHF | 2012 | 2011 | ||||||
Income before taxes | 7’146 | 5’276 | ||||||
Income tax rate at Head Office | 20.95 | % | 22.18 | % | ||||
Tax expense anticipated | -1’497 | -1’170 | ||||||
Differences owing to differing tax rates in other juristictions | 635 | 321 | ||||||
Impact of other non-taxable income | 1’466 | 1’025 | ||||||
Impact of non-tax-deductible expenditure | -282 | -87 | ||||||
Unrecognized tax losses from current results | -830 | -310 | ||||||
Use of unrecognized tax losses carried forward | 114 | 1’042 | ||||||
Taxes from previous periods | -11 | -12 | ||||||
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Total income tax (expense)/benefit | -405 | 809 | ||||||
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Effective tax rate | 5.67 | % | -15.33 | % | ||||
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At the head office in Switzerland, the tax is levied by the Confederation and the canton of Neuchâtel. In 2012, the tax rate has been reduced by the canton of Neuchâtel resulting in the total income tax rate at head office changing from 22.18% to 20.95%.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 23
21. Deferred Tax Assets
in 1’000s CHF | Trade receivables | Inventories/ work in progress | Pension obligations | Other | Total | |||||||||||||||
Balance as at January 1, 2011 | 16 | 99 | 895 | 0 | 1’010 | |||||||||||||||
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Recognized in other comprehensive income | 0 | 0 | 391 | 0 | 391 | |||||||||||||||
Recognized in income statement | 0 | 0 | -83 | 0 | -83 | |||||||||||||||
Foreign currency differences | 0 | -3 | 0 | 0 | -3 | |||||||||||||||
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Balance as at December 31, 2011 | 16 | 96 | 1’203 | 0 | 1’315 | |||||||||||||||
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Recognized in other comprehensive income | 0 | 0 | 224 | 0 | 224 | |||||||||||||||
Recognized in income statement | 0 | 0 | -244 | 4 | -240 | |||||||||||||||
Foreign currency differences | 0 | -1 | 0 | 0 | -1 | |||||||||||||||
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Balance as at December 31, 2012 | 16 | 95 | 1’183 | 4 | 1’298 | |||||||||||||||
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Tax Losses Carried Forward
The unrecognized deferred tax asset in respect of tax losses carried forward available for offset against future taxable profits was CHF 18.2 million (2011: CHF 39.9 million). Management does not believe it is probable that future taxable profit will be available against which to utilize the benefits.
These tax losses carried forward will expire as follows:
Tax Losses Carried Forward |
| |||||||
in 1’000s CHF | 2012 | 2011 | ||||||
Unrecognized tax losses expiry | ||||||||
- one year | 3’673 | 10’090 | ||||||
- two to five years | 8’069 | 25’078 | ||||||
- in more than five years’ time | 4’623 | 3’711 | ||||||
- no expiration | 1’866 | 1’078 | ||||||
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Total unrecognized tax losses | 18’231 | 39’957 | ||||||
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Tax losses carried forward which expired without being used during the year | 12’570 | 0 |
Dividend Distributions
Any intragroup dividend distributions would have no or limited tax consequences to the Company due to the expected application of relevant European Union Directives, Double Tax Treaties and participation exemption rules.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 24
22. Deferred Tax Liabilities
in 1’000s CHF | Other liabilities | Other | Total | |||||||||
Balance as at January 1, 2011 | 1’025 | 8 | 1’033 | |||||||||
Recognized in income statement | -1’025 | 0 | -1’025 | |||||||||
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Balance as at December 31, 2011 | 0 | 8 | 8 | |||||||||
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Balance as at December 31, 2012 | 0 | 8 | 8 | |||||||||
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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.
23. Financial Instruments measured at Fair Value
Valuations at Fair Value recognized in the Balance Sheet
Financial instruments valued at fair value when first included are allocated to hierarchical levels 1 to 3 according to the observability of valuation inputs.
– | Level 1 valuations at fair value are based on quoted prices (unadjusted) in an active market for identical assets and liabilities. |
– | Level 2 valuations at fair value are based on data other than the prices quoted in level 1. The factors used for the valuation are observable either directly (e.g. as prices) or indirectly (e.g. derived from prices). |
– | Level 3 valuations at fair value are based on valuation methods using parameters for assets and liabilities that are based upon non-observable market data (unobservable inputs). |
The derivative financial instruments are the only financial assets held in the Ismeca Group that are valued at fair value. In the fair value hierarchy within the meaning of IFRS 7Financial Instruments: Disclosures they are to be allocated to Level 2. There were no transfers between Level 1 and Level 2 or into or out of Level 3 during 2012 and 2011.
The Group engages in forward exchange and structured option transactions to hedge against exchange rate risks. The instruments are not used for speculative purposes. In 2012, no cash flow hedges were used. As at December 31, 2012 fair value hedges and option contracts (target redemption forwards) were outstanding.
The maturity of outstanding option constructs ranges from 1 week to 8 months. If the USD exchange rate is above the underlying exchange rate, there exists an obligation to buy USD monthly until the expiry date or to sell the maximum put volume.
The change in the fair values for the forward exchange and options transactions resulted at year-end 2012 in an unrealized valuation loss of TCHF 277 (previous year TCHF 1’796). Total gains on financial liabilities at fair value through profit and loss amounted to TCHF 408 during the period (2011: loss of TCHF 1’048).
Forward Exchange and Option Transactions | ||||||||
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Total amount of outstanding forward exchange transactions | ||||||||
- Sale of US dollars for CHF, contract value | 0 | 2’730 | ||||||
- Average exchange rates per USD | 0 | 0.9100 | ||||||
Total amount from outstanding option transactions (target redemption forwards) | ||||||||
- Sale of US dollars for CHF, max. contract value | 14’107 | 36’699 | ||||||
- Average underlying exchange rate per USD | 0.8957 | 0.8962 |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 25
24. Contingent Liabilities
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Warranties and guarantees | 200 | 314 |
Commitments to take delivery: Under purchase contracts for machine parts and raw materials, commitments to take delivery amounting to CHF 10.5 million (previous year: CHF 7.9 million) and with maximum maturities of 5 years (previous year: 3 years) have been entered into in the course of ordinary business activities. Outstanding commitments to take delivery of property, plant and equipment amounted to CHF 0 (previous year: CHF 0).
25. Pledged Assets
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Pledged assets | 0 | 0 |
26. Operating Lease Arrangements
The Group as Lessee | ||||||||
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Within 1 year | 548 | 267 | ||||||
Between 1 and 5 years | 1’570 | 268 | ||||||
More than 5 years | 1’750 | 0 | ||||||
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Total | 3’868 | 535 | ||||||
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The commitments consist mainly of rental agreements for buildings (operating leases) used by the company itself. The average term of the agreements is 9.3 years (previous year: 2.8 years). Leasing commitments amounting to TCHF 30 are included (previous year: TCHF 0).
The Group as Lessor | ||||||||
in 1’000s CHF | 31.12.2012 | 31.12.2011 | ||||||
Within 1 year | 0 | 1’112 | ||||||
Between 1 and 5 years | 0 | 4’226 | ||||||
More than 5 years | 0 | 3’564 | ||||||
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Total | 0 | 8’902 | ||||||
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As disclosed in Note 7 “Property, Plant & Equipment”, the property to which the sublease arrangements above relate was sold during the year and accordingly there are no future minimum lease receipts expected as at December 31, 2012.
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 26
27. Categories of Financial Instruments
Financial Assets
The Group’s financial assets are broken down into the following categories:
December 31, 2012 In 1’000s CHF | Cash | Loans and receivables | Carrying amount | Fair value | ||||||||||||
Cash and cash equivalents | 3’362 | 3’362 | 3’362 | |||||||||||||
Trade receivables | 20’271 | 20’271 | 20’271 | |||||||||||||
Other receivables1) | 245 | 245 | 245 | |||||||||||||
Financial assets | 110 | 110 | 110 | |||||||||||||
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Total | 3’362 | 20’626 | 23’988 | 23’988 | ||||||||||||
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December 31, 2011 In 1’000s CHF | Cash | Loans and receivables | Carrying amount | Fair value | ||||||||||||
Cash and cash equivalents | 25’139 | 25’139 | 25’139 | |||||||||||||
Trade receivables | 33’378 | 33’378 | 33’378 | |||||||||||||
Other receivables1) | 164 | 164 | 164 | |||||||||||||
Financial assets | 108 | 108 | 108 | |||||||||||||
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Total | 25’139 | 33’650 | 58’789 | 58’789 | ||||||||||||
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1) | Excluding TCHF 253 at December 31, 2012 and TCHF 409 at December 31, 2011 of other receivables which do not qualify as financial receivables. |
Financial Liabilities
The Group’s financial liabilities are broken down into the following categories:
December 31, 2012 In 1’000s CHF | FVtPL2) | Measured at amortized cost | Carrying amount | Fair value | ||||||||||||
Trade payables | 5’617 | 5’617 | 5’617 | |||||||||||||
Other liabilities3) | 277 | 874 | 1’151 | 1’151 | ||||||||||||
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Total | 277 | 6’491 | 6’768 | 6’768 | ||||||||||||
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December 31, 2011 In 1’000s CHF | FVtPL2) | Measured at amortized cost | Carrying amount | Fair value | ||||||||||||
Trade payables | 4’318 | 4’318 | 4’318 | |||||||||||||
Other liabilities3) | 1’796 | 996 | 2’792 | 2’792 | ||||||||||||
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Total | 1’796 | 5’314 | 7’110 | 7’110 | ||||||||||||
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2) | Fair value through profit and loss - designated upon initial recognition |
3) | Excluding TCHF 970 at December 31, 2012 and TCHF 286 at December 31, 2011 of other liabilities which do not qualify as financial liabilities. |
Ismeca Semiconductor Holding SA |Consolidated Financial Statements 2012 |Page 27
28. Subsequent Events
No events occurred between the balance sheet date and the date of publication of this report which could have a significant impact on the consolidated financial statements 2012 or should be disclosed in accordance with IAS 10Events after the Reporting Period.
29. | Authorization of Consolidated Financial Statements |
These Consolidated Financial Statements have been authorized for issue by the Board of Directors on March 15, 2013.
March 15, 2013
Ismeca Semiconductor Holding SA
Board of Directors
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 |Report of the Independent Auditor | Page 28
Report of the Independent Auditor
To the Board of Directors of
Ismeca Semiconductor Holding SA
We have audited the accompanying consolidated financial statements of Ismeca Semiconductor Holding SA and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2012, December 31, 2011 and January 1, 2011, and the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for the years ended December 31, 2012 and 2011, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the IASB; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ismeca Semiconductor Holding SA and its subsidiaries as of December 31, 2012, December 31, 2011 and January 1, 2011, and the results of their operations and their cash flows for each of the years ended December 31, 2012 and December 31, 2011 in accordance with International Financial Reporting Standards as adopted by the IASB.
Deloitte AG
/s/ James D. Horiguchi Partner | /s/ Matthias Gschwend Director |
Zurich, March 15, 2013