Exhibit 99.2
SEZ Holding AG and Subsidiaries
Independent Auditors’ Report | ||
Consolidated Income Statement for the year ended December 31, 2007 | ||
Consolidated Balance Sheet as of December 31, 2007 | ||
Consolidated Statement of Changes in Shareholders’ Equity for the year ended December 31, 2007 | ||
Consolidated Statement of Recognized Income and Expense for the year ended December 31, 2007 | ||
Consolidated Statement of Cash Flows for the year ended December 31, 2007 | ||
Notes to the Consolidated Financial Statements |
Independent Auditors’ Report
The Board of Directors
SEZ Holding AG:
SEZ Holding AG:
We have audited the accompanying consolidated balance sheet of SEZ Holding AG and subsidiaries (“the Company”) as of December 31, 2007, and the related consolidated income statement, consolidated statement of changes in shareholders’ equity, consolidated statement of recognized income and expense, and consolidated statement of cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management and the Board of Directors. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit 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 financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
IAS 1 requires that financial statements be presented with comparative financial information. These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X. Accordingly no comparative financial information is presented.
In our opinion, except for the omission of comparative financial information as discussed in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SEZ Holding AG and subsidiaries as of December 31, 2007, and the results of their operations and their cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
KPMG AG
/s/Herbert Bussmann | /s/Charles Errico | |
Herbert Bussmann | Charles Errico |
Zurich, Switzerland
May 27, 2008
May 27, 2008
Consolidated Income Statement for the year ended December 31,
in CHF 1000 | Notes | 2007 | ||||||
Net sales | 6 | 330,697 | ||||||
Cost of goods sold | (211,869 | ) | ||||||
Gross profit | 118,828 | |||||||
Other income | 7 | 441 | ||||||
Research and development expenses | 9 | (64,060 | ) | |||||
Sales and marketing expenses | (24,192 | ) | ||||||
Administration expenses | (37,326 | ) | ||||||
Other expenses | (38 | ) | ||||||
Loss from operations | (6,347 | ) | ||||||
Financial income | 10 | 11,560 | ||||||
Financial expenses | 11 | (7,245 | ) | |||||
Loss before income taxes | (2,032 | ) | ||||||
Income taxes | 12 | (1,306 | ) | |||||
Consolidated loss for equity holders of SEZ Holding AG | (3,338 | ) | ||||||
Basic loss per share in CHF | (0.20 | ) | ||||||
Diluted loss per share in CHF | (0.20 | ) |
Consolidated Balance Sheet as of December 31,
in CHF 1000 | Notes | 2007 | ||||||
Assets | ||||||||
Non-current assets | ||||||||
Property, plant and equipment | 13 | 101,745 | ||||||
Intangible assets | 13 | 17,771 | ||||||
Investments in associates | 13 | 5 | ||||||
Other financial investments | 13,14 | 2,714 | ||||||
Deferred tax assets | 12,13 | 9,948 | ||||||
Total non-current assets | 132,183 | |||||||
Current assets | ||||||||
Inventories and work in progress | 15 | 87,394 | ||||||
Trade receivables | 16 | 119,112 | ||||||
Other receivables | 17 | 13,139 | ||||||
Financial investments | 18 | 21,451 | ||||||
Cash and cash equivalents | 19 | 197,925 | ||||||
Prepaid expenses and accrued income | 875 | |||||||
Assets classified as held for sale | 13 | 4,655 | ||||||
Total current assets | 444,551 | |||||||
Total assets | 576,734 | |||||||
Liabilities and equity | ||||||||
Equity | ||||||||
Share capital | 20 | 16,802 | ||||||
Capital reserves | 276,406 | |||||||
Treasury shares | (1,054 | ) | ||||||
Translation reserves | 4,645 | |||||||
Retained earnings | 140,320 | |||||||
Total equity attributable to equity holders of SEZ Holding AG | 437,119 | |||||||
Liabilities | ||||||||
Non-current provisions | 21 | 15,145 | ||||||
Non-current debt | 22 | 54,931 | ||||||
Other non-current liabilities | 117 | |||||||
Deferred tax liabilities | 12 | 151 | ||||||
Total non-current liabilities | 70,344 | |||||||
Trade payables | 13,052 | |||||||
Current debt | 22 | 6,377 | ||||||
Current income tax liabilities | 4,104 | |||||||
Current provisions | 23 | 8,197 | ||||||
Other current liabilities | 24 | 34,894 | ||||||
Accrued expenses and deferred income | 2,647 | |||||||
Total current liabilities | 69,271 | |||||||
Total liabilities | 139,615 | |||||||
Total liabilities and equity | 576,734 | |||||||
Consolidated Statement of Changes in Shareholders’ Equity
Retained earnings | Total | |||||||||||||||||||||||
Share | Capital | Earnings | Translation | Treasury | shareholders’ | |||||||||||||||||||
in CHF 1000 | capital | reserves | reserve | shares | equity | |||||||||||||||||||
As of January 1, 2007 | 16,787 | 276,019 | 152,127 | (342 | ) | 444,591 | ||||||||||||||||||
Actuarial gains (losses) | (73 | ) | (73 | ) | ||||||||||||||||||||
Currency translation differences | 4,987 | 4,987 | ||||||||||||||||||||||
Net income and expense recognized directly in equity | (73 | ) | 4,987 | 4,914 | ||||||||||||||||||||
Consolidated net loss 2007 | (3,338 | ) | (3,338 | ) | ||||||||||||||||||||
Total recognized income and expenses | (3,411 | ) | 4,987 | 1,576 | ||||||||||||||||||||
Capital increase | 15 | 379 | 394 | |||||||||||||||||||||
Transaction costs related to capital increase | (6 | ) | (6 | ) | ||||||||||||||||||||
Treasury shares acquired | 14 | (1,054 | ) | (1,040 | ) | |||||||||||||||||||
Dividends to equity holders | (8,396 | ) | (8,396 | ) | ||||||||||||||||||||
As of December 31, 2007 | 16,802 | 276,406 | 140,320 | 4,645 | (1,054 | ) | 437,119 | |||||||||||||||||
Consolidated Statement of Recognized Income and Expense for the year ended December 31,
in CHF 1000 | Notes | 2007 | ||||||
Foreign currency translation differences resulting from net investment approach | 840 | |||||||
Related tax effect | (67 | ) | ||||||
Foreign currency translation differences | 4,214 | |||||||
Total foreign currency translation differences | 4,987 | |||||||
Actuarial (losses) on defined benefit plans | 21 | (95 | ) | |||||
Related tax effect | 22 | |||||||
Total actuarial (losses) | (73 | ) | ||||||
Net income and expense recognized directly in equity | 4,914 | |||||||
Consolidated loss for equity holders of SEZ Holding AG | (3,338 | ) | ||||||
Total recognized income and expense | 1,576 | |||||||
Consolidated Statement of Cash Flows for the year ended December 31,
in CHF 1000 | Notes | 2007 | ||||||
Loss before income taxes | (2,032 | ) | ||||||
Financial result | (4,315 | ) | ||||||
Depreciation of property, plant and equipment and amortization of intangible assets | 13 | 28,522 | ||||||
Impairment of property, plant and equipment | 1,883 | |||||||
Increase in provision for retirement benefits | 912 | |||||||
Use of deferred subsidies | (1,678 | ) | ||||||
Loss (profit) on sale of non-current assets | 38 | |||||||
Non-cash foreign exchange effects | 3,002 | |||||||
Other non-cash income | (1,749 | ) | ||||||
Changes in | ||||||||
Inventories | 19,048 | |||||||
Trade receivables | 50,278 | |||||||
Other current assets | 4,314 | |||||||
Trade payables | (14,877 | ) | ||||||
Other non-interest bearing liabilities | 1,340 | |||||||
Interest paid | (1,826 | ) | ||||||
Income taxes paid | (3,899 | ) | ||||||
Cash flow from operating activities | 78,961 | |||||||
Additions to | ||||||||
Property, plant and equipment and intangible assets | 13 | (18,699 | ) | |||||
Other financial assets | 13 | (366 | ) | |||||
Disposals of | ||||||||
Property, plant and equipment and intangible assets | 533 | |||||||
Disposal of financial investments | 11,308 | |||||||
Interest received | 4,923 | |||||||
Cash flow from investing activities | (2,301 | ) | ||||||
Changes in treasury shares | (1,054 | ) | ||||||
Exercise of stock options | 388 | |||||||
Dividends to equity holders | (8,396 | ) | ||||||
Issuance of debt | 20,388 | |||||||
Repayment of debt | (25,792 | ) | ||||||
Principal payments under finance leases | (1,698 | ) | ||||||
Subsidies received for investing activities | 294 | |||||||
Cash flow from financing activities | (15,870 | ) | ||||||
Translation adjustments on cash and cash equivalents | 310 | |||||||
Net cash flow | 61,100 | |||||||
Cash and cash equivalents, beginning of year | 136,825 | |||||||
Cash and cash equivalents, end of year | 197,925 | |||||||
Notes to the consolidated financial statements 2007
Accounting principles
Introduction
SEZ Holding AG is a Swiss corporation, domiciled at Leutschenbachstrasse 98 in Zurich. It is the holding company of SEZ Group, a global leading supplier of process equipment for microchip production. The SEZ Group operates, outside of Switzerland, primarily in the European Union countries, in North America and Asia and had 883 employees at the balance sheet date.
Basic principles
The consolidated financial statements of SEZ Holding AG have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting principles are applied uniformly. The consolidated financial statements have been approved by the board of directors on May 27, 2008.
All standards of IASB and interpretations of International Financial Reporting Interpretations Committee (IFRIC) that have been effective at the time of the preparation of consolidated financial statements have been applied, except for IAS 1. IAS 1 requires that financial statements be presented with comparative financial information. These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of the Securities and Exchange Commission Rule 3-05 of Regulation S-X. Accordingly, no comparative information is presented. The presentation currency of the Group is the Swiss Franc (CHF). Except for per share data, and unless otherwise indicated, the financial statements are presented in CHF 1000. Assets have been determined on the historical cost basis, with the exception of derivative financial instruments and financial assets that are classified as available for sale or held for trading; these are recorded at fair value.
Assumptions and management judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenses, assets, liabilities and contingent liabilities. The estimates and assumptions are reviewed on an ongoing basis. Changes in accounting estimates affect the current period or also future periods, depending on the issue. The estimates and assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Additionally, the application of the Group’s accounting policies may require management to make judgments that can have a significant effect on the amounts recognized in the consolidated financial statements. Management judgment is particularly required when assessing the substance of transactions that have a complex structure or legal form. The most significant estimates, assumptions and the key sources of estimation uncertainty are described below.
Property, plant and equipment, goodwill and intangible assets (note 13):The reported assets are reviewed annually for impairment. To assess if impairment exists, estimates are made of the expected future cash flows from the use of the asset and its eventual disposal. Actual cash flows can vary from these estimates. Different factors such as changes in use, reorganizations, technical reasons etc. could result in shortened useful lives or impairment.
Deferred tax assets (note 12):Deferred tax assets relating to the carry-forward of tax losses are recognized on an entity level to the extent that they can probably be offset or are set off against positive valuation differences. The estimation of the ability to offset is based on historical experience and the available and approved budgets. The effective ability to offset carry-forwarded tax losses in future periods depends strongly on the economic environment. Therefore, the ability to offset can be judged differently in following periods which could significantly affect the reported deferred tax assets.
Warranty provisions (note 23):Warranty provisions cover guarantee risks related to defective products. The calculation of these provisions is based on past experience. The calculation is reviewed annually for adequacy and is set per sold piece of equipment.
Changes in accounting principles
Effective from 1 January 2007, SEZ implemented the following revised and new standards that have been published by IASB (International Accounting Standards Board):
IFRS 7 “Financial Instruments: Disclosures” and Amendment to IAS 1 “Presentation of Financial Statements: Capital Disclosures” were applied for the first time. Furthermore, as of 1 January 2007 IFRIC 7 “Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary Economies”, IFRIC 8 “Scope of IFRS 2 — Share-based payment”, IFRIC 9 “Reassessment of Embedded Derivatives” as well as IFRIC 10 “ Interim Financial Reporting and Impairment “ were also applied for the first time.
The new and revised standards and interpretations did not have any impact on the primary statements. The application of IFRS 7 and IAS 1 has resulted in additional disclosures on financial instruments and equity.
The other accounting policies have been applied unchanged.
New standards and interpretations not yet adopted
The following new and revised standards and interpretations have been issued by IASB until the date of approval of the consolidated financial statements by the board of directors. These are however not yet effective and are not applied early in these consolidated financial statements. The impact on the consolidated financial statements of SEZ has not yet been systematically evaluated. The expected impact, as disclosed below, only reflects a first assessment by Group management.
Date planned for | ||||||
Standard/Interpretation | Effective date | adoption by SEZ | ||||
IFRIC 11 IFRS 2 — Group and Treasury Share Transactions | * | 1 March 2007 | Financial year 2008 | |||
IFRIC 12 — Service Concession Arrangements | * | 1 January 2008 | Financial year 2008 | |||
IFRIC 14 IAS 19 — the Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction | *** | 1 January 2008 | Financial year 2008 | |||
IFRIC 13 — Customer Loyalty Programs | * | 1 July 2008 | Financial year 2009 | |||
IAS 1 revised — Presentation of Financial Statements | ** | 1 January 2009 | Financial year 2009 | |||
IAS 23 revised — Borrowing Costs | * | 1 January 2009 | Financial year 2009 | |||
IFRS 8 — Operating Segments | ** | 1 January 2009 | Financial year 2009 | |||
IFRS 3 revised — Business Combinations | *** | 1 July 2009 | Financial year 2010 | |||
IAS 27 amended — Consolidated and separate financial statements | *** | 1 July 2009 | Financial year 2010 |
* | No or no significant impacts are expected on the consolidated financial statements of SEZ. | |
** | It is expected that the consolidated financial statements of SEZ will mainly be affected by additional disclosures or changes in presentation. | |
*** | The impacts on the consolidated financial statements of SEZ can not yet be determined with sufficient reliability. |
Valuation and accounting principles
Scope and principles of consolidation
Scope of consolidation
Information regarding the scope of consolidation is listed under note 2 to the consolidated financial statements.
Principles of consolidation
The consolidated financial statements include the financial statements of SEZ Holding AG as well as its subsidiaries. A subsidiary is a Group company which SEZ Holding AG controls by holding (either directly or indirectly) more than 50% of the voting rights of the company. Under the full consolidation method all assets and liabilities as well as expenses and earnings of the Group companies are included effective from the date of takeover of control. Intercompany receivables and liabilities as well as Group internal expenses, income and cash flows are eliminated. Intercompany profits from deliveries between consolidated companies which are included in the inventories as of year-end, are eliminated.
Purchase method and accounting for goodwill
The capital consolidation is accounted for using the purchase method of accounting. The excess of the purchase price over the Group’s proportion of the fair value of the net assets (equity) of the purchased company is recorded as goodwill. According to IFRS 3 “Business Combinations”, goodwill from acquisitions is not systematically amortized, but is tested at least annually for impairment, or, when indicators for a potential impairment exist, earlier.
Equity method
Investments in associates where SEZ Holding AG holds, either directly or indirectly, 20 to 50 % of the voting rights are accounted for using the equity method and recorded as investments in associates. Under this method, the investment is initially recorded at cost, and is increased or decreased by the proportionate share of the associate’s profits or losses after the date of acquisition as well as by impairments. Dividends paid during the year reduce the carrying value of such investments.
Foreign currency transactions and translation
Transactions in foreign currencies are recorded using the spot rate at the date of transaction. Gains or losses arising on settlement of these transactions are recognized in the income statement. Monetary assets and liabilities denominated in currencies other than the respective subsidiary’s functional currency are translated at the exchange rate in effect at the balance sheet date. Any resulting gains or losses are recognized in the income statement. In accordance with the net investment approach in IAS 21, foreign currency gains and losses arising from non-current intragroup loans from SEZ Holding AG to group companies are recognized in equity, net of the related tax effect.
Balance sheets of Group companies prepared in foreign currencies are translated into Swiss Francs at the year-end rate (the current rate method). Income and cash flow statements of Group companies are translated at average exchange rates of the year. Differences resulting from the translation of the individual balance sheets and income statements are recorded in consolidated shareholders’ equity (translation reserve) without affecting the income statement.
Significant accounting and reporting policies
Historical cost concept
The consolidated financial statements are prepared on the historical cost basis, where positions are measured at purchase cost/ manufacturing cost or lower market value respectively. Financial assets classified as available for sale or held for trading purposes are recorded at fair value.
Balance sheet positions
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Proportionate production overheads are capitalized; however interest expense is not capitalized in the valuation of fixed assets manufactured by the Group. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives of property, plant and equipment and their respective depreciation periods are:
Buildings | 25 to 50 years | |
Production facilities and machinery | 5 years | |
Prototypes and demo equipment | 2 to 5 years | |
Other tools, plant and office equipment | 4 to 10 years |
Leasing property
Long-term leasing agreements, which effectively constitute assets purchased with long-term financing, are recorded as fixed assets at their purchase price and amortized over the lease term. The corresponding lease liabilities are included in long-term and short-term debt, according to their maturities. The initial lease term for buildings is approximately 15 years.
Investments in associates
Investments in associates include investments in entities accounted for using the equity method. These are mainly entities, over which SEZ Group holds 20% to 50% of the voting rights but does not exercise control.
Other financial investments
Other financial investments consist of minority interests with voting rights below 20% and other financial assets. The other financial assets are classified as available-for-sale and are recorded at fair value at the balance sheet date. Unrealized changes in fair value are recorded within equity and transferred to financial income / expenses when the available-for-sale financial assets are sold or impaired.
Intangible assets
Intangible assets consist mainly of purchased computer software and licenses, purchased patents as well as goodwill. Software, licenses and patents are accounted for at historical cost less accumulated amortization, calculated on a straight-line basis, and impairments. Software is amortized over the estimated useful life of 3 to 5 years and licenses are amortized on a straight-line basis over 4 to 10 years. Internally generated intangible assets, especially patents, are only capitalized in case criteria according to IAS 38 are fulfilled. Purchased patents are amortized on a straight-line basis over their estimated useful lives (maximum 17 years). Until December 31, 2004, goodwill was amortized on a straight-line basis over its estimated useful life (maximum 17 years). Since January 1, 2005, goodwill is not systematically amortized anymore. Goodwill is tested annually for impairment.
Inventories and work in progress
Inventories include finished goods, work in progress and demonstration tools that are designated for sale. They are reported at the lower of cost (purchase price or production cost) and market value (net realizable value). The cost of inventories is calculated using the weighted average method. Production costs include material cost, production department costs and proportionate factory overheads. Inventories with long turnover periods, as well as obsolete goods, are written down. Unrealized intercompany profits on inventories are eliminated from the income statement in consolidation. Demonstration tools, which are not designated for sale, are included in non-current assets.
Receivables
Receivables are disclosed at nominal values less individually calculated bad debt allowances to arrive at their recoverable amounts.
The bad debt allowances consist of a specific loss component that relates to individually significant exposures, for which objective evidence exists, that the Group will not be able to collect them, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.
When sufficient objective evidence exists, that a receivable is uncollectible, the receivable and the corresponding allowance for this receivable are derecognized.
Financial investments
Financial investments include marketable, readily realizable assets to be held for trading purposes. Purchases and sales are recorded as of the closing date, not as of the delivery date. These securities are recorded at fair value. Unrealized gains and losses are recorded in the income statement.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank accounts and fixed-term deposits with original maturities of up to 90 days.
Non-current assets held for sale
Non-current assets are classified as held for sale when it is expected, that their carrying amount will be recovered primarily through sale rather than through continuing use. The asset must be available for immediate sale in its present condition and the sale must be highly probable in order to be classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group’s accounting policies. Thereafter the assets are measured at the lower of their carrying amount and fair value less cost to sell. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognized in profit or loss.
Impairment of assets
Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying amounts of the Group’s assets. If any indicators exist, an asset’s recoverable amount is estimated. Impairment is recognized whenever the carrying amount of an asset exceeds the recoverable amount. The recoverable amount is the greater of the net selling price and the value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value based on the average borrowing rate of the country where the assets are located, adjusted for risks specific to the asset.
Treasury shares
Treasury shares are deducted from consolidated shareholders’ equity at cost. Gains or losses arising from treasury share transactions are recorded directly in shareholders’ equity without impacting the income statement.
Provisions
Provisions are established for present obligations arising from past events, where the settlement thereof is expected to result in an outflow of economic benefits and a reliable estimate can be made of the amount of the obligation.
Liabilities
Non-current liabilities include those liabilities which are due and payable after one year from the balance sheet date. Current liabilities include those liabilities which are due and payable within one year from the balance sheet date. This also includes the short-term portion of long-term debt. All interest-bearing liabilities are recorded under debt. Interest bearing liabilities are recorded at cost (less transaction costs) using the effective interest rate method, where differences between cost and repayment value are amortized over the duration through the income statement.
Income statement positions
Revenue and income recognition
Sales from trading activities are recognized when all material benefits, risks and title restrictions have been transferred to the purchaser and there is no doubt regarding related revenues and costs. Expected costs related to the installation of goods, which have been factory tested and where revenue has been recognized, are accrued. Sales from services are recognized when the related work has been performed. Interest, dividends and other financial income are recognized in the income statement as earned.
Current income taxes and deferred taxes
Current income taxes are calculated on taxable profit. Deferred taxes are calculated using the “Balance Sheet Liability Method”. Deferred taxes are recognized on taxable and deductible temporary differences between the tax base of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred taxes on loss carry forwards and valuation differences are capitalized to the extent that their realization through future taxable gains is probable. Deferred taxes are calculated using local tax rates. No provisions for deferred taxes have been recorded for undistributed retained earnings of foreign subsidiaries if such retained earnings are considered to be permanently reinvested. Provisions for withholding taxes on planned dividend payments are accrued for if they are not recoverable.
Equity compensation plans — stock options
Through different equity compensation plans SEZ offers options to purchase SEZ Holding AG shares to members of the board of directors, the management board and key employees. Options granted prior to November 2002 are not in the scope of the recognition principles of IFRS 2. The exercise of these options is therefore recognized directly in equity. Generally IFRS 2 requires that the fair value of share-based compensation is determined and charged to net income on a straight-line basis over the vesting period. The fair value is recognized within personnel expenses and credited to equity (equity settlement). From time to time the company purchases own shares to cover the risk related to the issued options. The costs of these treasury shares are deducted from equity. Furthermore, there is conditional capital reserved for the Group’s employee stock option plan. Legal dues in connection with the exercise of options are recorded in the income statement at exercise date.
Employee benefits
Employees of the Group’s Austrian subsidiary are entitled to certain one-time benefits upon termination. These benefits are calculated based on the individual employee’s years of service and their salary level. Provisions for termination benefits are based on actuarial calculations and cover the Group’s expected termination benefit obligations. The employees of the Group’s Austrian subsidiary are also entitled to certain anniversary benefits depending on their years of employment. Appropriate provisions that have been recorded for these liabilities are based on actuarial calculations. The calculation of these defined benefit liabilities at the closing date and the corresponding expenses are based on the projected unit credit method. The expenses to establish the provision for termination benefits are charged to the income statement except for actuarial gains and losses, which are recognized directly in equity. Contributions to defined contribution plans are recorded in the income statement on an accrual basis.
Research and development costs
Research and development costs include wages and salaries, material costs, related overhead costs as well as depreciation and amortization of prototypes, demonstration tools and patents dedicated to research and development. Research and development costs are expensed as incurred as the IAS 38 conditions for capitalizing development costs have not been met.
Financial income, financial expenses
Interest income and interest expenses are recorded in the income statement, considering the effective interest rate method. Exchange profits and losses from transactions are recognized directly in the income statement in the period they occur.
Transfer prices
Intercompany sales are undertaken at arm’s length.
Derivative financial instruments
The SEZ Group occasionally secures foreign currency risks using derivative financial instruments, which are recorded at fair value in other receivables and liabilities. Unrealized gains or losses from these contracts, which are marked to market, are recorded in the financial result. SEZ does not apply hedge accounting.
Subsidies
Subsidies received for investing activities are initially recorded as liability in the financial statements as of the date of receipt. Such amounts are recognized as other operating income of the respective functional area over the estimated useful life of the underlying asset. Subsidies received for current expenses are also allocated to the functional area.
Notes to the consolidated financial statements 2007
1 | Segment information |
Segment disclosures are broken down into geographical regions according to the corporate organizational structure. The SEZ Group manufactures and distributes one product line.
Net sales to third parties by location of assets
in CHF 1000 | 2007 | |||
Europe | 63,102 | |||
USA | 23,975 | |||
Japan | 46,380 | |||
Asia-Pacific | 197,240 | |||
Total | 330,697 | |||
Net sales to subsidiaries in other regions by location of assets
in CHF 1000 | 2007 | |||
Europe | 213,514 | |||
USA | 2,686 | |||
Japan | 3,835 | |||
Asia-Pacific | 6,543 | |||
Total | 226,578 | |||
Net sales to third parties by location of customers
in CHF 1000 | 2007 | |||
Europe | 31,292 | |||
USA | 23,975 | |||
Japan | 46,380 | |||
Asia-Pacific | 229,050 | |||
Total | 330,697 | |||
In the reporting year no individual customer accounted for more than 20 percent of consolidated net sales.
(Loss) profit from operations by location of assets
in CHF 1000 | 2007 | |||
Europe | 14,253 | |||
USA | (3,108 | ) | ||
Japan | (9,304 | ) | ||
Asia-Pacific | 166 | |||
Total allocated to segments | 2,007 | |||
Not allocated to segments | (11,024 | ) | ||
Total before eliminations | (9,017 | ) | ||
Eliminations | 2,670 | |||
Total | (6,347 | ) | ||
Assets
in CHF 1000 | 2007 | |||
Europe | 304,996 | |||
USA | 16,913 | |||
Japan | 28,171 | |||
Asia-Pacific | 121,787 | |||
Total allocated to segments | 471,867 | |||
Not allocated to segments | 622,724 | |||
Total before eliminations | 1,094,591 | |||
Eliminations | (517,857 | ) | ||
Total assets | 576,734 | |||
Investments in property, plant and equipment and intangible assets by location of assets
in CHF 1000 | 2007 | |||
Europe | 17,915 | |||
USA | 238 | |||
Japan | 707 | |||
Asia-Pacific | 2,977 | |||
Total allocated to segments | 21,837 | |||
Not allocated to segments | 2 | |||
Total investments in property, plant and equipment and intangible assets | 21,839 | |||
Depreciation and impairment of non-current assets by location of assets
in CHF 1000 | 2007 | |||
Europe | 23,781 | |||
USA | 1,556 | |||
Japan | 1,284 | |||
Asia-Pacific | 2,253 | |||
Total depreciation allocated to segments | 28,874 | |||
Japan | 1,883 | |||
Total impairment allocated to segments | 1,883 | |||
Total depreciation and impairment allocated to segments | 30,757 | |||
Not allocated to segments | 26 | |||
Total before eliminations | 30,783 | |||
Eliminations | (377 | ) | ||
Total depreciation and impairment | 30,406 | |||
Liabilities
in CHF 1000 | 12/31/2007 | |||
Europe | 46,260 | |||
USA | 2,764 | |||
Japan | 9,139 | |||
Asia-Pacific | 122,169 | |||
Total allocated to segments | 180,332 | |||
Not allocated to segments | 169,474 | |||
Total before eliminations | 349,806 | |||
Eliminations | (210,191 | ) | ||
Total liabilities | 139,615 | |||
Average number of employees
2007 | ||||
Europe | 542 | |||
USA | 62 | |||
Japan | 77 | |||
Asia-Pacific | 199 | |||
Total | 880 | |||
2 | List of subsidiaries and associates |
Share capital | ||||||||||||||||||||
Subsidiaries | Domicile | Currency | 12/31/2007 | % ownership | ||||||||||||||||
SEZ Holding AG | Zurich, | CHF 1000 | 16,787 | H | ||||||||||||||||
Activity: holding | Switzerland | |||||||||||||||||||
SEZ Management GmbH | Villach, Austria | EUR 1000 | 35 | 100 | % | C | ||||||||||||||
Activity: group management | ||||||||||||||||||||
SEZ AG | Villach, Austria | EUR 1000 | 4,094.4 | 100 | % | C | ||||||||||||||
Activity: research and development, production, sales and service | ||||||||||||||||||||
SEZ America, Inc. | Phoenix, USA | USD 1000 | 21 | 100 | % | C | ||||||||||||||
Activity: research and development, sales and service | ||||||||||||||||||||
SEZ Japan, Inc. | Tokyo, Japan | JPY 1000 | 350,000 | 100 | % | C | ||||||||||||||
Activity: research and development, production, sales and service | ||||||||||||||||||||
SEZ Asia Pacific Pte. Ltd. | Singapore | SGD 1000 | 100 | 100 | % | C | ||||||||||||||
Activity: Sales and holding company of subsidiaries in Asia-Pacific | ||||||||||||||||||||
SEZ Singapore Pte. Ltd. | Singapore | EUR 1000 | 25 | 100 | % | C | ||||||||||||||
Activity: sales and service | ||||||||||||||||||||
SEZ Korea Ltd. | Seoul, Korea | KRW 1000 | 2,000,000 | 100 | % | C | ||||||||||||||
Activity: sales and service | ||||||||||||||||||||
SEZ Taiwan Ltd. | Hsin Chu City, Taiwan | TWD 1000 | 126,000 | 100 | % | C | ||||||||||||||
Activity: sales and service, research | ||||||||||||||||||||
SEZ China Co., Ltd | Shanghai, China | CNY 1000 | 2,483 | 100 | % | C | ||||||||||||||
Activity: sales and service | ||||||||||||||||||||
SEZ d.o.o. | Šenčur, Slovenia | SIT 1000 | 2,100 | 100 | % | C | ||||||||||||||
Activity: software development | ||||||||||||||||||||
SEZ Slovakia s.r.o. | Bratislava, Slovakia | SKK 1000 | 200 | 100 | % | C | ||||||||||||||
Activity: sourcing and purchasing |
H | Ultimate parent company (holding company) | |
C | Fully consolidated |
3 | Change in scope of consolidation |
In the reporting year there were no changes in the scope of consolidation.
4 | Exchange rates |
The following foreign exchange rates were used to translate positions in the balance sheet, income statement and cash flow statement:
Average rates | Year-end rates | |||||||
2007 | 12/31/2007 | |||||||
CHF | CHF | |||||||
1 EUR (Euro) | 1.64259 | 1.65570 | ||||||
1 USD (US-American Dollar) | 1.20011 | 1.12510 | ||||||
100 JPY (Japanese Yen) | 1.01900 | 1.00300 | ||||||
100 TWD (Taiwanese Dollar) | 3.65000 | 3.46700 | ||||||
100 KRW (Korean Won) | 0.12900 | 0.12100 | ||||||
100 CNY (Chinese Yuan) | 15.93600 | 15.38800 | ||||||
100 SKK (Slovakian Krone) | 4.95700 | 4.93900 |
5 | Acquisition of subsidiaries |
In the reporting year no subsidiaries have been purchased.
6 | Net sales |
Net sales comprise:
in CHF 1000 | 2007 | |||
Equipment sales | 301,432 | |||
Sales of spare parts | 20,419 | |||
Product related services | 8,217 | |||
Other | 629 | |||
Total | 330,697 | |||
7 | Other income |
Other income comprises:
in CHF 1000 | 2007 | |||
Insurance settlements | 174 | |||
Rental income | 88 | |||
Other | 179 | |||
Total | 441 | |||
8 | Expense by nature |
The following expenses by nature are presented in the income statement according to the cost of sales method.
in CHF 1000 | 2007 | |||
Material expenses | 138,144 | |||
Personnel expenses | ||||
Wages and salaries | 81,156 | |||
Employee benefit expenses | 2,888 | |||
Other social expenses | 14,067 | |||
Total | 98,111 | |||
Expenses for depreciation and amortization | ||||
Amortization of other intangible assets | 1,256 | |||
Depreciation of property, plant and equipment | 27,267 | |||
Impairment on property, plant and equipment | 1,883 | |||
Total | 30,406 | |||
Other operating expenses | ||||
Marketing and promotion | 19,006 | |||
Travel and transportation | 15,131 | |||
Administration | 16,991 | |||
Rent and maintenance | 10,061 | |||
Change in allowances on trade receivables | (8 | ) | ||
Training expenses | 1,303 | |||
Other external services | 13,765 | |||
Other | 4,339 | |||
Total | 80,588 | |||
Total expenses by nature | 347,249 | |||
Less received subsidies and government grants | (8,712 | ) | ||
Total expenses by nature after subsidies and grants | 338,537 | |||
Included in wages and salaries are bonus payments to employees and member of the management board amounting to CHF 10,011,000. Note 30 provides information on the expenses from the issue of SEZ shares that were charged to equity. Detailed information on employee benefit expenses is included in note 22.
Administration expenses include costs and fees in connection with the acquisition of SEZ Holding AG by Lam Research Corporation in the amount of CHF 9,820,000.
9 | Research and development expenses |
SEZ Group has various internally generated patents and technologies in connection with its main product, the Spin-Processor. The Group constantly improves existing know-how and develops new patents and technologies. Research and development expenses reported in the income statement are decreased by subsidies received for investing activities and government grants of CHF 8,442,000.
10 | Financial income |
in CHF 1000 | 2007 | |||
Interest income | 4,757 | |||
Dividend income | 166 | |||
Gain on sale of financial assets held for trading | 890 | |||
Currency translation differences from intercompany transactions | 681 | |||
Unrealized gains on financial assets held for trading, and currency exchange gains | 5,066 | |||
Total | 11,560 | |||
11 | Financial expenses |
in CHF 1000 | 2007 | |||
Interest expenses | 1,826 | |||
Loss on disposal of financial assets held for trading | 936 | |||
Unrealized losses on financial assets held for trading, and currency exchange losses | 4,483 | |||
Total | 7,245 | |||
12 | Income taxes |
in CHF 1000 | 2007 | |||
Current income tax expense | 1,334 | |||
Deferred taxes | 75 | |||
Current taxes from prior periods | (103 | ) | ||
Total | 1,306 | |||
Deferred taxes are calculated on the temporary differences between the carrying amount of assets and liabilities and their tax base using the “Balance Sheet Liability Method”.
Reconciliation of tax expense:
in CHF 1000 | 2007 | |||
Net result before income taxes | (2,032 | ) | ||
Taxes calculated on the pre-tax results of the taxable entities and average expected tax rates* | (1,547 | ) | ||
Tax effect of: | ||||
Income which is not taxable | (1,045 | ) | ||
Expenses which are not tax deductible | 746 | |||
Deduction of foreign losses in connection with the group taxation in Austria | (348 | ) | ||
Unrecorded tax loss carry-forwards | 2,731 | |||
Impairment of deferred tax asset | 731 | |||
Capitalization of deferred taxes on losses from prior periods | (113 | ) | ||
Change in tax rates | (58 | ) | ||
Other effects | 312 | |||
Taxes from prior periods | (103 | ) | ||
Tax expenses at the effective tax rate | 1,306 | |||
* | The applicable expected tax rate for the Group is calculated based on the weighted average of the local tax rates as follows: |
Result | 2007 | |||||||||||
before | Average | Expected | ||||||||||
in CHF 1000 | taxes | tax rate | taxes | |||||||||
Consolidated profit | 17,390 | 24,0 | % | 4,167 | ||||||||
Consolidated loss | (19,422 | ) | 29,4 | % | (5,714 | ) | ||||||
Net loss | (2,032 | ) | (1,547 | ) |
The local applicable tax rates vary from 8 % to 41 %.
As of December 31, 2007, the Group had tax loss carry forwards amounting to CHF 92,283,000, including losses incurred during the current period. Included are tax loss carry forwards of SEZ Holding AG in the amount of CHF 35,045,000, of SEZ America Inc. in the amount of CHF 15,348,000 and tax loss carry forwards of SEZ Japan Inc. in the amount of CHF 17,959,000, for which no deferred tax assets are recognized.
Also included is the tax loss carry forward of SEZ Management GmbH amounting to CHF 11,491,000, consisting of the tax loss carry forwards of SEZ America Inc. and SEZ Japan Inc., which can be utilized against future taxable profit in Austria according to local tax law. Because of the high probability of the future taxable profits a deferred tax asset in connection with this tax loss carry forward of CHF 11,491,000 has been recognized.
Additionally a deferred tax asset has been recognized in 2007 that relates to previous years’ losses of SEZ Holding AG, which relates to a change in the assessment of tax-free revenues.
In Austria the possibility to opt for group taxation has been introduced effective from the year 2005. Since 2005, SEZ Management GmbH, SEZ AG, SEZ America Inc. and SEZ Japan Inc. therefore form a tax group. In connection with this tax group, foreign losses can be offset against profits of the Austrian entity that is responsible for the group. In the reporting year, the positive tax effect from this group taxation was CHF 348 000, which is partly caused by the loss for the period of SEZ America Inc. amounting to CHF 1,392,000 that was offset against profits of SEZ Management GmbH.
In the current year the company made use of a tax free research grant in Austria amounting to CHF 3,892,000. In the income statement the research grant was deducted from the expenses for research and development.
Deferred taxes relate to the following consolidated balance sheet line items:
in CHF 1000 | 2007 | |||
Inventories | 1,018 | |||
Provisions | 3,766 | |||
Liabilities | 180 | |||
Tax loss carry forwards | 4,984 | |||
Total deferred tax assets | 9,948 | |||
Financial investments | 36 | |||
Other | 115 | |||
Total deferred tax liabilities | 151 | |||
Tax loss carry forwards that were not capitalized as deferred tax assets have following maturities and potential tax effects as of the balance sheet date:
Tax loss | Potential | Potential | Net effect | |||||||||||||||||
2007 | carry | future tax | Average | future tax | of future | |||||||||||||||
in CHF 1000 | forward | saving | tax rate | charge | tax relief | |||||||||||||||
Maturity | ||||||||||||||||||||
1 year | 0 | 0 | (0 | ) | 0 | |||||||||||||||
2 years | 0 | 0 | (0 | ) | 0 | |||||||||||||||
3 years | 0 | 0 | (0 | ) | 0 | |||||||||||||||
4 years | 32,057 | 3,145 | 10 | % | (0 | ) | 3,145 | |||||||||||||
5 years | 6,905 | 2,831 | 41 | % | (450 | ) | 2,381 | |||||||||||||
6 years | 751 | 308 | 41 | % | (188 | ) | 120 | |||||||||||||
7 years | 13,291 | 3,823 | 29 | % | (2,097 | ) | 1,726 | |||||||||||||
Greater than 7 years | 16,100 | 4,658 | 29 | % | (1,126 | ) | 3,532 | |||||||||||||
Total | 69,104 | 14,765 | (3,861 | ) | 10,904 | |||||||||||||||
In connection with the group taxation in Austria, the use of losses of SEZ Japan Inc. and SEZ America Inc. that have occurred since the reporting year 2005 lead to a subsequent taxation of the asserted losses in the year of use. The tax rate for the subsequent taxation currently amounts to 25%. This results in a positive net effect for SEZ Group from the tax rate differences between Japan, USA and Austria.
Other non income related taxes of approximately CHF 1,404,000 are included in the income statement according to function.
13 | Movement in non-current assets |
in CHF 1000 | ||||||||||||||||||||||||||||||||
At cost | At | Currency | Reclassification | At | At | |||||||||||||||||||||||||||
Property, plant and | 12/31/2006 | translation | of assets | 12/31/2007 | 12/31/2007 | |||||||||||||||||||||||||||
equipment | Gross | adjustments | Additions | (Disposals) | Transfers | held for sale | Gross | Net | ||||||||||||||||||||||||
Land and buildings | 66,525 | 763 | 4,978 | ( 426 | ) | 0 | (7,483 | ) | 64,357 | 54,786 | ||||||||||||||||||||||
Leased Buildings | 32,767 | 950 | 0 | ( 602 | ) | 0 | 0 | 33,115 | 21,634 | |||||||||||||||||||||||
Machinery and production facilities | 7,184 | 127 | 78 | (2,377 | ) | 0 | 0 | 5,012 | 1,840 | |||||||||||||||||||||||
Prototypes | 72,902 | 1,657 | 12,463 | (4,920 | ) | (3,895 | ) | 0 | 78,207 | 18,933 | ||||||||||||||||||||||
Tools, plant and office equipment | 21,864 | ( 246 | ) | 2,171 | (1,843 | ) | (1,420 | ) | (5,037 | ) | 15,489 | 4,058 | ||||||||||||||||||||
Prepayment and construction in progress | 1,578 | 38 | 490 | 0 | (1,612 | ) | 0 | 494 | 494 | |||||||||||||||||||||||
Total property, plant and equipment | 202,820 | 3,289 | 20,180 | (10,168 | ) | (6,927 | ) | (12,520 | ) | 196,674 | 101,745 | |||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Investments in affiliates | 768 | 0 | 0 | 0 | 0 | 0 | 768 | 5 | ||||||||||||||||||||||||
Other | 2,448 | ( 100 | ) | 366 | 0 | 0 | 0 | 2,714 | 2,714 | |||||||||||||||||||||||
Total financial assets | 3,216 | ( 100 | ) | 366 | 0 | 0 | 0 | 3,482 | 2,719 | |||||||||||||||||||||||
Intangible assets | ||||||||||||||||||||||||||||||||
Industrial property rights and similar rights and values, as well as licenses | 13,948 | 272 | 1,659 | 0 | 0 | 0 | 15,879 | 2,392 | ||||||||||||||||||||||||
Patents | 12,606 | 308 | 0 | 0 | 0 | 0 | 12,914 | 8,292 | ||||||||||||||||||||||||
Goodwill | 6,966 | 121 | 0 | 0 | 0 | 0 | 7,087 | 7,087 | ||||||||||||||||||||||||
Total intangible assets | 33,520 | 701 | 1,659 | 0 | 0 | 0 | 35,880 | 17,771 | ||||||||||||||||||||||||
Deferred Taxes | 10,034 | 111 | 3,910 | (4,107 | ) | 0 | 0 | 9,948 | 9,948 | |||||||||||||||||||||||
Total non-current assets | 249,590 | 4,001 | 26,115 | (14,275 | ) | (6,927 | ) | (12,520 | ) | 245,984 | 132,183 | |||||||||||||||||||||
in CHF 1000 | ||||||||||||||||||||||||||||||||
Accumulated depreciation | At | Currency | Reclassification | At | ||||||||||||||||||||||||||||
Property, plant and | 12/31/2006 | translation | of assets | 12/31/2007 | ||||||||||||||||||||||||||||
equipment | Gross | adjustments | Additions | (Disposals) | Transfer | held for sale | Impairment | Gross | ||||||||||||||||||||||||
Land and buildings | 10,140 | 75 | 2,383 | ( 426 | ) | 0 | (3,236 | ) | 635 | 9,571 | ||||||||||||||||||||||
Leased Buildings | 9,849 | 303 | 1,329 | 0 | 0 | 0 | 0 | 11,481 | ||||||||||||||||||||||||
Machinery and production facilities | 3,513 | 69 | 940 | (1,439 | ) | 0 | 0 | 89 | 3,172 | |||||||||||||||||||||||
Prototypes | 46,835 | 1,122 | 19,696 | (4,920 | ) | (3,566 | ) | 0 | 107 | 59,274 | ||||||||||||||||||||||
Tools, plant and office equipment | 15,145 | ( 158 | ) | 2,918 | (1,843 | ) | (1,364 | ) | (4,319 | ) | 1,052 | 11,431 | ||||||||||||||||||||
Total property, plant and equipment | 85,482 | 1,411 | 27,266 | (8,628 | ) | (4,930 | ) | (7,555 | ) | 1,883 | 94,929 | |||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Investments in affiliates | 763 | 0 | 0 | 0 | 0 | 0 | 0 | 763 | ||||||||||||||||||||||||
Total financial assets | 763 | 0 | 0 | 0 | 0 | 0 | 0 | 763 | ||||||||||||||||||||||||
Intangible assets | ||||||||||||||||||||||||||||||||
Industrial property rights and similar rights and values, as well as licenses | 12,838 | 233 | 416 | 0 | 0 | 0 | 0 | 13,487 | ||||||||||||||||||||||||
Patents | 3,731 | 51 | 840 | 0 | 0 | 0 | 0 | 4,622 | ||||||||||||||||||||||||
Total intangible assets | 16,569 | 284 | 1,256 | 0 | 0 | 0 | 0 | 18,109 | ||||||||||||||||||||||||
Total non-current assets | 102,814 | 1,695 | 28,522 | (8,628 | ) | (4,930 | ) | (7,555 | ) | 1,883 | 113,801 | |||||||||||||||||||||
The position patents in the amount of CHF 8,292,000 result from the acquisition of L-Tech Corporation, a company that has developed and patented the Aerosonic drying and BMG copper plating technology. The position includes in particular the following two technologies:
– | The Aerosonic drying technology incorporates patented vapor less wafer drying, which is an available alternative to the prevailing IPA vapor dryers. | ||
– | The BMG Copper plating process is addressing restrictions of conventional electroplating, e.g. limitations in the area of impurities and environmental impact. |
On the basis of these two technologies, SEZ is currently working on new product developments. Patents from the acquisition of L-Tech Corporation are amortized on a straight line basis over expected useful life of 17 years and are subject to an annual impairment test. The book value of the patents from the acquisition of L-Tech Corporation includes accumulated amortization for 6 years as of December 31, 2007.
As per balance sheet date goodwill with a carrying amount of CHF 4,195,000 relates to the acquisition of L-Tech Corporation. This goodwill is tested for impairment annually together with the Aerosonic drying and BMG copper plating technology. The calculation of the recoverable amount is based on the forecasted sales for the period from 2008 to 2015 by using the Relief from Royalty method. In applying this method, the savings that result from the patents acquired with the entity are calculated, which would otherwise be payable in form of license fees for using these technologies in SEZ products. The expected economic life of the asset exceeds the period used in the calculation of the recoverable amount.
The sales included in the calculation are based on a significantly increasing proportion of the Aerosonic drying technology in SEZ products. The implementation of the BMG copper plating technology in SEZ products is expected in the foreseeable future. A pre-tax discount rate of 18% for the semiconductor industry is used in this calculation. The results do not indicate any impairment of the patents and the goodwill acquired with L-Tech Corporation.
Apart from the L-Tech goodwill there is a goodwill position amounting to CHF 2,892,000 from the acquisition of SEZ Japan Inc. A value in use calculation was performed for the Japanese market based on forecasted cash flows for the period from 2008 to 2012, assuming a market growing each year. A pre-tax discount rate of 15.5% for the semiconductor industry is used in this calculation adjusted for Japanese debt financing conditions. The results do not indicate any impairment of the goodwill from the acquisition of SEZ Japan Inc.
Group management does not believe that any reasonably possible change in key assumptions could lead to the carrying amount of goodwill exceeding the recoverable amounts; extraordinary events excluded.
Additions in the reporting year relate to property, plant and equipment in the amount of CHF 20,180,000, financial assets in the amount of CHF 366,000 and intangible assets in the amount of CHF 1,659,000. The additions to property, plant and equipment include no additions based on finance lease contracts. The additions to fixed and intangible assets in the cash flow statement therefore amount to CHF 18,699,000. The difference in the amount of CHF 3,140,000 refers to finished prototypes that have been transferred from current assets into non-current assets due to internal use.
Depreciation and amortization expenses in the amount of CHF 30,406,000 include depreciation of property, plant and equipment amounting to CHF 29,149,000 and amortization of intangible assets amounting to CHF 1,256,000. In the current year an impairment for property, plant and equipment amounting to CHF 1,883,000 has been recognized due to the closure of the laboratory in Japan.
The transfer in current year consist of assets amounting to CHF 4,965,000 that have been reclassified to assets held for sale within current assets as well as machines amounting to CHF 1,997,000 that have been reclassified to current assets.
14 | Other financial assets |
Other financial assets of CHF 2,714,000 include a 9 % minority interest in ICS Technology Co. Ltd., Taiwan (CHF 936,000) and other financial assets of CHF 1,778,000.
The fair market value of ICS Technology Co. Ltd. is determined by approximation to historical cost, as there are no prospective financial figures that would allow a reliable determination of fair value. The costs of acquiring the investments represent the lower limit for a fair value calculation based on the available financial statements of ICS Technology Co. Ltd. at December 31, 2007.
15 | Inventories and work in progress |
in CHF 1000 | 12/31/2007 | |||
Raw materials and production supplies | 42,451 | |||
Valuation allowance on raw materials and production supplies | (2,830 | ) | ||
Work in progress | 48,528 | |||
Valuation allowance of work in progress | (3,318 | ) | ||
Finished goods | 6,163 | |||
Valuation allowance of finished goods | (3,600 | ) | ||
Total | 87,394 | |||
16 | Trade receivables |
in CHF 1000 | 12/31/2007 | |||
Receivables from third parties | 119,171 | |||
Valuation allowance | (59 | ) | ||
Total | 119,112 | |||
As per 31 December 2007 no trade receivables have been pledged.
The movement in the allowance for individually impaired trade receivables was as follows:
in CHF 1000 | 2007 | |||
1 January | 85 | |||
Change | (83 | ) | ||
31 December | 2 | |||
The movement in the allowance for collectively impaired trade receivables was as follows:
in CHF 1000 | 2007 | |||
1 January | 33 | |||
Change | 24 | |||
31 December | 57 | |||
The distribution of trade receivables by location of customers is as follows:
in CHF 1000 | 12/31/2007 | |||
Europe | 9,806 | |||
USA | 2,148 | |||
Japan | 18,077 | |||
Asia-Pacific | 89,140 | |||
Total | 119,171 | |||
The aging of trade receivables at the reporting date was:
12/31/2007 | 12/31/2007 | |||||||
in CHF 1000 | Gross | Impairment | ||||||
Not due | 113,606 | 0 | ||||||
Due between 1 and 180 days | 3,800 | 0 | ||||||
Due between 180 to 360 days | 994 | 0 | ||||||
Due more than 360 days | 771 | 57 | ||||||
Total | 119,171 | 57 | ||||||
17 | Other short-term receivables |
in CHF 1000 | 12/31/2007 | |||
Receivables from tax authorities | 8,481 | |||
Receivables from government grants | 2,083 | |||
Receivables from third parties | 2,575 | |||
Total | 13,139 | |||
18 | Financial investments |
The financial investments in the amount of CHF 21,451,000 are held for trading purposes and include shares in investment funds, structured investment products and shares in listed companies. Financial instruments in the amount of CHF 17,856,000 are denominated in Euro, in the amount of CHF 2,226,000 in Swiss Franc and in the amount of CHF 1,369,000 in American Dollar and Japanese Yen. Financial investments of SEZ Holding AG in the amount of CHF 14,495,000 are pledged to secure long-term loans of SEZ AG, which amounted to CHF 24,836,000 on the balance sheet date.
19 | Cash and cash equivalents |
in CHF 1000 | 12/31/2007 | |||
Bank deposits | 48,760 | |||
Fixed term deposits | 149,165 | |||
Total | 197,925 | |||
Cash and cash equivalents are generally available to the SEZ Group. CHF 27,220,000 of the balance is pledged in favor of bank deposits of group companies, amounting to CHF 2,153,000 on the balance sheet date. Fixed term deposits comprise Euro and Swiss Francs and were invested in the reporting year at interest rates between 2.22 % and 4.53 %.
20 | Equity |
The capital reserves are subject to legal limitations on profit distributions of CHF 3,360,000. Treasury shares are deducted from equity at purchase price.
Consolidated retained earnings are subject to certain distribution limitations. A portion thereof are required to be distributed by Group companies to SEZ Holding AG before they become available for distribution by the General Meeting of SEZ Holding AG.
The currency translation differences are due to the foreign exchange rate fluctuations on the opening equity and the current profit of the Group’s foreign entities.
In the reporting year outstanding shares were as follows:
Number of | ||||||||||||
Number of | Number of | outstanding | ||||||||||
shares | treasury shares | shares | ||||||||||
1 January 2007 | 16,786,747 | 0 | 16,786,747 | |||||||||
Exercise of stock options: | ||||||||||||
- Capital increase from authorized shares | 15,750 | 0 | 15,750 | |||||||||
- Issue of treasury shares | 0 | 0 | 0 | |||||||||
Purchases | 0 | 33,105 | (33,105 | ) | ||||||||
31 December 2007 | 16,802,497 | 33,105 | 16,769,392 | |||||||||
21 | Non-current provisions |
As of | Translation | As of | ||||||||||||||||||||||
in CHF 100 | 1/1/2007 | Differences | Consumption | Reduction | Addition | 12/31/2007 | ||||||||||||||||||
Provisions for employee benefits | 13,795 | 344 | 1,263 | 0 | 2,269 | 15,145 | ||||||||||||||||||
Total | 13,795 | 344 | 1,263 | 0 | 2,269 | 15,145 | ||||||||||||||||||
The provisions for employee benefits consist of defined benefit obligations for settlements at termination of employment, anniversary bonuses and other defined contribution obligations.
Provisions for employee benefits are attributable to the following defined benefit and contribution plans:
in CHF 1000 | 12/31/2007 | |||
Defined benefit plans | 14,654 | |||
Defined contribution plans | 491 | |||
Total | 15,145 | |||
The present value of the defined benefit obligation developed as follows:
in CHF 1000 | 2007 | |||
January 1 | 13,242 | |||
Current service cost | 1,281 | |||
Interest cost | 560 | |||
Actuarial loss | 95 | |||
Translation differences | 388 | |||
Benefits paid | (912 | ) | ||
December 31 | 14,654 | |||
Expense recognized in the income statement:
in CHF 1000 | 2007 | |||
Current service cost | 1,281 | |||
Interest cost | 560 | |||
Total | 1,841 | |||
The expense is included in the following income statement positions:
in CHF 1000 | 2007 | |||
Cost of goods sold | 617 | |||
Research and development expenses | 597 | |||
Sales and marketing expenses | 260 | |||
Administration expenses | 367 | |||
Total | 1,841 | |||
Actuarial losses recognized directly in equity:
in CHF 1000 | 2007 | |||
Accumulated amount at January 1 | (4,989 | ) | ||
Amount recognized during the reporting period | (95 | ) | ||
Accumulated amount at December 31 | (5,084 | ) | ||
Principal actuarial assumptions:
2007 | ||||
Discount rates | 5.25 | % | ||
Expected rates of salary increases and inflation | 4.25 | % | ||
Retirement age | ||||
for women | 56.5 to 60 years | |||
for men | 61.5 to 65 years |
Provisions for defined benefit plans fully cover actuarial liabilities. There are no plan assets to cover the expected future benefits obligations. Actuarial losses relate to profit based salary components and the change in the underlying discount rate.
In the reporting year 2007 there was no legal requirement for the separation of assets associated with employee benefit plans.
Expenses in connection with the defined contribution plans amounted to CHF 1,781,000.
22 | Net financial assets |
Non-current debt
in CHF 1000 | 12/31/2007 | |||
Due to banks | 28,116 | |||
Leasing | 20,966 | |||
Non current loans from supporting institutions | 5,849 | |||
Total non-current debt, net of current portion | 54,931 | |||
Thereof debt due after more than five years: CHF 13,810,000.
Current debt
in CHF 1000 | 12/31/2007 | |||
Due to banks | 2,153 | |||
Current portion of non-current debt | 4,224 | |||
Total current debt | 6,377 | |||
Thereof leasing: CHF 2,419,000 | ||||
Total debt | 61,308 | |||
Less cash and cash equivalents and financial investments | (219,376 | ) | ||
Net financial assets | 158,068 | |||
Non-current debt due to banks includes CHF 27,733,000 denominated in Euro and CHF 383,000 denominated in Swiss Francs. The debt due to banks denominated in Euro is subject to the following conditions: from January 1, 2009 and July 2010 respectively it must be repaid in 6 half-year installments. The subsidized interest rate is 1% during the periods the loan is not amortized and 1.5% afterwards. The debt due to banks denominated in Swiss Francs is subject to the following conditions: it must be repaid in half-year installments by June 30, 2009 latest with an interest rate of 3.25% p.a.
The short-term debt due to banks is denominated in different currencies and is subject to conditions usual in the market. Regarding future investment activities the available funds have been mainly invested on a short-term basis. Financial income and expense therefore mainly depend on short-term interest rate fluctuations.
The carrying value of buildings held under finance leases is reflected in the schedule of movements in non-current assets. The breakdown of the future lease payments is as follows:
Present value | ||||||||||||
Minimum lease | of minimum | |||||||||||
As of December 31, 2007 | payments at | lease | ||||||||||
in CHF 1000 | balance sheet date | Finance costs | payments | |||||||||
Within one year | 2,522 | 103 | 2,419 | |||||||||
In the first to second year inclusive | 2,521 | 232 | 2,289 | |||||||||
In the second to third year inclusive | 2,518 | 353 | 2,165 | |||||||||
In the third to fourth year inclusive | 2,516 | 468 | 2,048 | |||||||||
In the fourth to fifth year inclusive | 2,507 | 577 | 1,930 | |||||||||
After the fifth year | 19,257 | 6,722 | 12,535 | |||||||||
Total | 31,841 | 8,455 | 23,386 | |||||||||
The lease agreements contain interest rate adjustments at the beginning of each interest period based on the 6 month EURIBOR plus a premium of 0.68 to 0.90 percentage points. This interest rate has been used for the calculation of the present value of minimum lease payments. For the next five years future minimum lease payments under operating lease arrangements amount to CHF 4,006,000, thereof CHF 1,964,000 are due in 2008. Total operating lease expenses incurred during the reporting year amount to CHF 2,675,000.
23 | Current provisions |
Current provisions developed as follows:
As of | Translation | As of | ||||||||||||||||||||||
in CHF 1000 | 1/1/2007 | differences | Use | Addition | 12/31/2007 | |||||||||||||||||||
Warranty provisions | 5,968 | 129 | 5,727 | 7,828 | 8,197 | |||||||||||||||||||
Total | 5,968 | 129 | 5,727 | 7,828 | 8,197 | |||||||||||||||||||
Warranty provisions cover guarantee risks from defective products.
24 | Other current liabilities |
in CHF 1000 | 12/31/2007 | |||
Employee related liabilities | 13,653 | |||
Payables to tax authorities | 1,754 | |||
Other liabilities to third parties | 19,487 | |||
Total | 34,894 | |||
25 | Not used |
26 | Contractual commitments |
in CHF 1000 | 12/31/2007 | |||
Fixed assets | 1,145 | |||
Intangible assets | 174 | |||
Total | 1,319 | |||
27 | Related parties |
Related parties include executive officers, members of the board of directors and significant shareholders as well as companies controlled by these parties.
Board of directors’ remuneration includes a fixed payment and a performance-based payment. In the past a fixed number of SEZ Holding AG stock options have been granted. Additional cash payments are made for special engagements based on hours incurred.
The following total compensation accounted for on an accrual basis has been granted to members of the board of directors and management:
in CHF 1000 | 2007 | |||
Salaries and profit sharing | 4,407 | |||
Long-term due benefits | 372 | |||
Employee benefits | 353 | |||
Total personnel expenses | 5,132 | |||
The following cash payments (salaries and profit sharing) were made to the members of the board of directors and management:
in CHF 1000 | 2007 | |||
Non-executive members of the board of directors | 434 | |||
Executive members of the board of directors and management | 7,038 | |||
Total | 7,472 | |||
In the reporting year no stock options have been granted to the board of directors and management. Members of the board of directors and management hold the following stock options from prior business years:
Numbers of | Number | Number | Number | Number of | |||||||||||||||||||
stock options | granted | exercised | expired | stock options | |||||||||||||||||||
outstanding at | in | in | in | outstanding at | Exercise | ||||||||||||||||||
12/31/2006 | 2007 | 2007 | 2007 | 12/31/2007 | price | Exercise period | |||||||||||||||||
25,500 | 0 | 0 | 0 | 25,500 | 19.80 | 11/1/2003- 10/31/2008 | |||||||||||||||||
25,500 | 0 | 0 | 0 | 25,500 | |||||||||||||||||||
Members of the board of directors of the Austrian subsidiaries receive a fixed payment in the total amount of CHF 49,000.
The law firm Meyer Lustenberger, in which Dr. Thomas Lustenberger, member of the board of directors of SEZ Holding AG, is one of several partners, charged CHF 197,000 for legal advisory services, especially in connection with the acquisition of SEZ Holding AG by Lam Research Corporation.
As of year-end, there were no receivables or payables due from or to related parties, respectively. During the reporting year there were no other significant transactions with related parties.
28 | Loss per share |
2007 | ||||||||
Basic loss per share | CHF | (0.20 | ) | |||||
Diluted loss per share | CHF | (0.20 | ) | |||||
Consolidated net loss | CHF 1000 | (3,338 | ) | |||||
Weighted average of shares outstanding | shares | 16,797,185 | ||||||
Adjustment for treasury shares | shares | (13,794 | ) | |||||
Weighted average number of shares outstanding after adjustment for treasury shares | shares | 16,783,391 | ||||||
Diluted weighted average number of shares outstanding | shares | 16,783,391 | ||||||
Issued stock options of 51,942 could dilute basic earnings per share in the future, but were not included in the calculation of diluted loss per share because they are antidilutive for 2007.
The dilutive effect is based on stock options issued at balance sheet date and considers effects, which could arise from a potential exercise of options into shares of the Group. Refer to note 29 regarding the development of stock options issued.
In the reporting year treasury shares created out of conditional capital are included in the weighted average outstanding shares from the date of issue.
The conditional capital disclosed in note 4 to the financial statements of SEZ Holding AG does not have any dilutive effect as of December 31, 2007.
29 | Stock options |
The recognition principles in IFRS 2 do not apply to the outstanding stock options granted in connection with compensation plans as they were granted prior to November 2002.
Stock options that have been granted to certain employees, members of the management board and board of directors were issued with the following terms:
Numbers of | ||||||||||||||||||||||||
stock | ||||||||||||||||||||||||
options | Number | Number | Number | Number of | ||||||||||||||||||||
outstanding | granted | exercised | expired | stock options | ||||||||||||||||||||
at | in | in | in | outstanding | Exercise | |||||||||||||||||||
12/31/2006 | 2007 | 2007 | 2007 | at 12/31/2007 | price | Exercise period | ||||||||||||||||||
17,000 | 0 | (7,000 | ) | (2,000 | ) | 8,000 | 31.55 | 1/1/2002 - 12/31/2008 | ||||||||||||||||
125,941 | 0 | (8,750 | ) | (3,020 | ) | 114,171 | 19.80 | 11/1/2003-10/31/2008 | ||||||||||||||||
142,941 | 0 | (15,750 | ) | (5,020 | ) | 122,171 | ||||||||||||||||||
The following expenses from the issue of SEZ shares have been debited to equity, as the existing share plans are exempted from recognition in the income statement due to the transitional requirements in IFRS 2.
Number of | 2007 | |||||||
shares | CHF 1000 | |||||||
Exercise of stock options | 15,750 | 224 | ||||||
15,750 | 224 | |||||||
The average share price at the time of the exercise of stock options in the reporting year was CHF 39.75.
30 | Financial risk management |
30.1 | General |
Financial risks associated with existing assets and liabilities are reported to and monitored centrally by the SEZ Group. Derivative financial instruments are mainly used to economically hedge foreign currency exposure.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
Following sections provide an overview of the extent of individual risks as well as goals, principles and processes implemented for measurement, monitoring and hedging the financial risks as well as on capital management of the Group. Further information on financial risks is included in remaining notes.
30.2 | Credit risk |
The credit risk is the risk of suffering financial loss if a customer or counterparty of a financial instrument fails to meet its contractual obligations.
As of December 31, 2007 approximately 52 percent of the Group’s trade receivables are due from three customers, which lead to a concentration of credit risks. Due to the absence of any historical default of payment or other known credit risks of these customers, no allowance has been recognized in this context.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The credit policy contains a judgment of the creditworthiness of each customer considering their financial situation as well as past experience and other factors. In the course of monitoring the credit risk, customers are classified according to their risk grading. The risk grading of all existing customers is reviewed annually.
No guarantees or other commitments have been granted that would lead to an increase of credit risk beyond the carrying amounts.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
in CHF 1000 | 2007 | |||
Trade receivables | 119,112 | |||
Other current receivables (without receivables from public authorities) | 2,575 | |||
Cash and cash equivalents | 197,925 | |||
Total | 319,612 | |||
30.3 | Liquidity risk |
The liquidity risk is the risk that SEZ is unable to meet its financial obligations at maturity.
The table below shows the contractual maturities of financial liabilities held by SEZ, including estimated interest payments:
More | ||||||||||||||||||||||||
December 31, 2007 | Booking | Contractual | 1-6 | 6-12 | 1-5 | than 5 | ||||||||||||||||||
in CHF 1 000 | value | cash flows | months | months | years | years | ||||||||||||||||||
Non-current debt | 33,964 | 35,278 | 0 | 0 | 33,208 | 2,070 | ||||||||||||||||||
Non-current leasing liability | 20,966 | 29,319 | 0 | 0 | 10,062 | 19,256 | ||||||||||||||||||
Trade payables | 13,052 | 13,052 | 13,052 | 0 | 0 | 0 | ||||||||||||||||||
Current debt | 3,958 | 4,459 | 3,306 | 1,153 | 0 | 0 | ||||||||||||||||||
Current leasing liability | 2,419 | 2,522 | 1,261 | 1,261 | 0 | 0 | ||||||||||||||||||
Other current liabilities | 31,946 | 31,946 | 31,946 | 0 | 0 | 0 | ||||||||||||||||||
Accrued expenses | 2,647 | 2,647 | 2,647 | 0 | 0 | 0 | ||||||||||||||||||
Total | 108,952 | 119,223 | 52,212 | 2,414 | 43,270 | 21,326 | ||||||||||||||||||
30.4 | Market risk |
The market risk is the risk that changes in market rates and prices, as exchange rates, interest rates or share prices, may have an impact on the consolidated net profit and/or the market value of financial instruments held by SEZ.
The aim of managing such market risks is to monitor and control these risks in order to ensure that they do not exceed a defined limit.
a) Foreign currency risks
Owing to its international activities, SEZ is exposed to currency risks. These financial risks occur in connection with transactions, in particular the purchase and sale of goods, which are effected in currencies different from the functional currency of the company in question. The Group also uses foreign currency forward contracts and foreign currency option contracts for trading purposes.
The table below shows the maximum foreign exchange risks from financial instruments in which the currency involved is different than the functional currency of the subsidiary which holds these financial instruments:
December 31, 2007 | CHF 1000 | USD 1000 | JPY 1000 | EUR 1000 | ||||||||||||
Trade receivables due from third parties | 0 | 8,151 | 0 | 266 | ||||||||||||
Trade receivables due from group companies | 0 | 0 | 272,630 | 3,713 | ||||||||||||
Other receivables | 0 | 187 | 695 | 11 | ||||||||||||
Cash and cash equivalents | 4 | 3,611 | 145,054 | 12,856 | ||||||||||||
Non-current debt | (1,393 | ) | 0 | 0 | 0 | |||||||||||
Trade payables due to third parties | 0 | (1,394 | ) | (53,500 | ) | (7 | ) | |||||||||
Trade payables due to group companies | (1,028 | ) | (1,207 | ) | (143,189 | ) | (2,203 | ) | ||||||||
Accrued expenses | (13 | ) | (208 | ) | 0 | 0 | ||||||||||
Foreign exchange forward contracts | 0 | 45 | 4,783 | 0 | ||||||||||||
Total currency exposure | (2,430 | ) | 9,185 | 226,473 | 14,636 | |||||||||||
As of December 31, 2007 the following derivatives exist:
Positive | Negative | |||||||||||||||||||
market | market | |||||||||||||||||||
value in | value in | |||||||||||||||||||
CHF 1000 | CHF 1000 | |||||||||||||||||||
Activity | Currency | Amount | Maturity | 12/31/2007 | 12/31/2007 | |||||||||||||||
Foreign exchange forward contracts | ||||||||||||||||||||
Buy EUR/ Sale USD | USD 1000 | 4,833 | up to 1 month | 50 | 0 | |||||||||||||||
Buy EUR/ Sale JPY | JPY 1000 | 409,630 | up to 1 month | 48 | 0 | |||||||||||||||
Total | 98 | 0 | ||||||||||||||||||
A reasonably possible change of the following currencies at the balance sheet date would have increased (decreased) equity and profit or loss by the amounts shown below:
As of December 31, 2007 | ||||||||||||||||||||||||
in CHF 1000 | CHF/USD | CHF/JPY | CHF/EUR | USD/JPY | USD/EUR | JPY/EUR | ||||||||||||||||||
Change in exchange rates by | 5 | % | 5 | % | 5 | % | 5 | % | 5 | % | 5 | % | ||||||||||||
Positive effect on income statement | 48 | 3 | 571 | 1 | 458 | 212 | ||||||||||||||||||
Negative effect on income statement | (48 | ) | (3 | ) | (571 | ) | (1 | ) | (508 | ) | (229 | ) | ||||||||||||
For loans that are subject of the Net Investment Approach a change in currencies by 5 % would have resulted in an increase/decrease of consolidated equity by CHF 4,163,000.
b) Interest rate risks
The interest rate risk comprises the interest cash flow risk (the risk of fluctuating interest payments due to changes in market conditions) and the interest price risk (the risk of fluctuating fair values due to changes in market conditions).
Interest-bearing financial instruments are mainly cash and short and long term financial liabilities.
In the reporting period the finance lease contracts for leased buildings in Austria had a variable interest rate based on the 6 month EURIBOR. These financing costs therefore depend on the interest rate development. No interest related derivative contracts existed in the reporting year.
Fair value sensitivity analysis for fixed rate instruments
No changes in the fair value of fixed rate instruments (fixed term deposits and debt) are recognized in profit and loss. Therefore a change in interest rates would not affect profit and loss.
Cash flow sensitivity analysis for variable rate instruments
An increase in interest rates for finance leasing by 2 basis points would have increased the loss by CHF 468,000. An opposite change in interest rates would have had the equal but opposite effect on the loss, on the basis that all other variables remain constant.
c) Market price risk
SEZ is exposed to the market price risk through its minority investment in ICS Technology Co. Ltd. Taiwan, the other financial assets as well as its investment in investment funds, structured products and shares of listed companies that are held for trading.
The carrying amount of financial instruments, that are exposed to the market price risk amounts to CHF 21,400,000.
An increase in market prices by 2 percent would have decreased the loss by CHF 428,000 and equity by the corresponding amount, due to the fact, that all changes are recognized in profit and loss. An opposite change in market prices would have had the equal but opposite effect on profit and loss and equity, on the basis that all other variables remain constant.
30.5 Fair Values
The carrying amounts of cash, securities, other financial assets, other short-term receivables, trade receivables, prepaid expenses and accrued income, short term liabilities and finance lease liabilities are equivalent to their fair values, for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.
30.6 | Categories of financial instruments |
The carrying amounts of each category of financial instruments, as defined in IAS 39, are as follows:
12/31/2007 | ||||
in CHF 1000 | Carrying amount | |||
Available for sale investments | ||||
Investments | 5 | |||
Other financial assets | 2,714 | |||
Total available for sale investments | 2,719 | |||
Loans and receivables | ||||
Cash and cash equivalents | 197,925 | |||
Trade receivables | 119,112 | |||
Other short-term receivables | 2,575 | |||
Total loans and receivables | 319,612 | |||
Financial assets classified as held for trading | ||||
Derivative financial assets | 98 | |||
Securities | 21,451 | |||
Total financial assets held for trading | 21,549 | |||
Financial liabilities measured at amortized costs | ||||
Long term financial liabilities | 33,964 | |||
Long term finance lease liabilities | 20,966 | |||
Short term financial liabilities | 3,958 | |||
Short term finance lease liabilities | 2,419 | |||
Trade payables | 13,052 | |||
Other short term liabilities | 31,946 | |||
Accrued expenses | 2,647 | |||
Total financial liabilities measured at amortized costs | 108,952 | |||
30.7 | Capital management |
The capital managed by SEZ consists of the consolidated equity. SEZ has set the following goals for the management of its capital:
- | maintaining a helthy and sound balance sheet structure |
- | ensuring the necessary financial scope for future investments, product innovations and research activities |
- | achieving a return for investors that is appropriate for the risk |
SEZ monitors the equity by key figures equity ratio and return on equity. The equity ratio equates to equity as a percentage of total assets. Return on equity is obtained by measuring net profit as percentage of average equity. These ratios are reported to the management board and board of directors regularly by internal financial reporting. SEZ pursues a solid balance sheet with a high equity ratio in order to be able to finance future investments and expenditures for research and development. As a medium term goal SEZ has defined a return on equity of 10 %.
The ratios are shown in the table below:
in CHF 1000 | 2007 | |||
Equity attributable to shareholders of SEZ Holding AG | 437,119 | |||
Total assets | 576,734 | |||
Equity ratio in % | 76 | % | ||
Average equity | 440,855 | |||
Net (loss) profit | (3,338 | ) | ||
Return on equity in % | negative | |||
SEZ does not have any financial covenants with minimal capital requirements.
31 | Subsequent events |
There are no events subsequent to the closing date, which would require an adjustment of the carrying values of assets and liabilities.
On December 11, 2007 the board of directors of SEZ Holding AG announced that a binding transaction agreement had been signed with Lam Research Corporation (“LAM”), headquartered in Fremont, California (USA). The agreement stipulated that LAM submit a public offer for all outstanding shares of SEZ Holding AG at a price of CHF 38 per registered share. On February 12, 2008 SEZ Holding AG published that LAM has declared the public tender offer successful. At the end of the additional offering period on February 26, 2008, 15,954,204 registered shares (including outstanding stock options) had been tendered, corresponding to 94.26 percent of all issued SEZ shares and all SEZ shares that could be created through the exercise of all outstanding employee stock options. On March 11, 2008 Lam completed the acquisition.
32 | Approval of the consolidated financial statements |
The consolidated financial statements were authorized for issue by the Board of Directors on May 27, 2008.