Concept Group
Consolidated Financial Statements
December 31, 2011
Concept Group Consolidated Financial Statements
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Content | | Page |
Report of the independent auditor on financial reporting of the Concept Group | | |
Consolidated statement of income | | |
Consolidated balance sheet | | |
Consolidated statement of shareholders' equity | | |
Consolidated statement of cash flow | | |
Notes to the consolidated financial statements | | |
| | |
REPORT OF THE INDEPENDENT AUDITOR
For the Year Ended December 31, 2011
To the Board of Directors of
CONCEPT BETEILIGUNGEN AG, ZUG
Report on the consolidated financial statements
In accordance with the terms of our engagement, we have audited the accompanying consolidated financial statements of Concept group, which comprises the balance sheet, income statement, cash flow statement, statement of changes in equity and notes for the year ended December 31, 2011.
Board of Directors' Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Swiss GAAP FER as well as the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Independent Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss Auditing Standards and US GAAS. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the existence and effectiveness of the entity's internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
Comparative financial information have not been included in the consolidated financial statements of the Concept group as described in the Note 24 to the financial statements, which constitutes a departure from the Swiss GAAP FER Standards.
Opinion
In our opinion, except for the matter described in the Basis for Qualified Opinion paragraph, the consolidated financial statements for the year ended December 31, 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.
Swiss GAAP FER vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income for the year ended December 31, 2011 and the determination of equity at December 31, 2011, to the extent summarized in Note 22 to the financial statements.
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Deloitte AG | | | | |
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/s/ Bernd Pietrus | | /s/Alain Wenger | | |
Bernd Pietrus | | Alain Wenger | | |
Licensed Audit Expert | | Licensed Audit Expert | | |
Auditor in Charge | | | | |
| | | | |
Zürich, July 9, 2012 | | | | |
BPI/AWE/dem | | | | |
Enclosures
- Consolidated financial statements (balance sheet, income statement, cash flow statement, statement of changes in equity and notes)
Concept Group
Consolidated Statement of Income
(in CHF)
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| | | | | | |
| | | Year Ended | |
| Note | | December 31, 2011 | |
| | | | |
Net revenues | | | 28,747,664 |
| 100.0 | % |
Change in inventory | | | (366,841 | ) | |
Cost of revenues | | | (10,147,432 | ) |
|
|
Gross Profit | | | 18,233,391 |
| 63.4 | % |
| | | | |
Personnel expenses | | | (5,787,054 | ) | |
Rent expenses | | | (86,459 | ) | |
Car expenses | | | (164,235 | ) | |
Maintenance | | | (136,042 | ) | |
Insurances and charges | | | (71,713 | ) | |
Energy water auxiliary material | | | (38,968 | ) | |
Office and administration | | | (761,726 | ) | |
Marketing | | | (590,323 | ) | |
Different operating expenses | | | (2,978 | ) | |
Total Operating Expenses | | | (7,639,498 | ) | (26.6 | )% |
Earnings before depreciation, interest and taxes | | | 10,593,893 |
| 36.9 | % |
Depreciation | 3) | | (380,037 | ) | |
Earnings Before Interest and Taxes | | | 10,213,856 |
| 35.5 | % |
Financial expenses | 6) | | (964,421 | ) | |
Financial income | 6) | | 109,850 |
| |
Other expenses | 7) | | (215,724 | ) | |
Other income | 7) | | 126,417 |
| |
Pretax Profit | | | 9,269,978 |
| 32.2 | % |
Taxes | 8) | | (1,777,800 | ) | |
Net Income | | | 7,492,178 |
| 26.1 | % |
The accompanying notes form an integral part of the consolidated financial statements.
Concept Group
Consolidated Balance Sheet
(in CHF)
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| | | | | | |
| | | Year Ended | |
| Note | | December 31, 2011 | |
Assets | | | | |
Cash and cash equivalents | 9) | | 5,953,630 |
| |
Accounts receivable | 10) | | 2,689,504 |
| |
Allowance for doubtful accounts | | | (50,000 | ) | |
Other receivables | 11) | | 1,694,243 |
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Inventories | 12) | | 6,138,016 |
| |
Prepaid expenses | 13) | | 1,424,919 |
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Total current assets | | | 17,850,312 |
| 70.3 | % |
Current account shareholder | 18) | | 1,946,021 |
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Loan, third parties | 18) | | 171,362 |
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Tangible assets | 14) | | 5,437,277 |
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Total non-current assets | | | 7,554,660 |
| 29.7 | % |
Total assets | | | 25,404,972 |
| 100.0 | % |
Liabilities and shareholders' equity | | | | |
Accounts payable | | | 711,776 |
| |
Other payables | | | 1,426,403 |
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Provision for vacation | | | 90,400 |
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Accrued expenses | 15) | | 559,149 |
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Total current liabilities | | | 2,787,728 |
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Long-term provisions | 16) | | 1,010,444 |
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Deferred tax liabilities | | | 2,371,547 |
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Total liabilities | | | 6,169,719 |
| 24.3 | % |
Share capital | | | 100,000 |
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Legal reserves | 17) | | 100,000 |
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Retained earnings | 17) | | 11,543,075 |
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Consolidated net income | | | 7,492,178 |
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Total equity | | | 19,235,253 |
| 75.7 | % |
Total liabilities and shareholders' equity | | | 25,404,972 |
| 100.0 | % |
The accompanying notes form an integral part of the consolidated financial statements.
Concept Group
Consolidated Statement of Shareholders' Equity
(in CHF)
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| | | | | | | | | | | | | |
| | | | | | | | | |
| Note | | Share Capital | | Legal Reserves | | Retained Earnings | | Total Equity |
Balance at December 31, 2010 | 17) | | 100,000 |
| | 100,000 |
| | 14,843,075 |
| | 15,043,075 |
|
Dividend payment | 17) | | — |
| | — |
| | (3,300,000 | ) | | (3,300,000 | ) |
Consolidated net income | 17) | | — |
| | — |
| | 7,492,178 |
| | 7,492,178 |
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Balance at December 31, 2011 | 17) | | 100,000 |
| | 100,000 |
| | 19,035,253 |
| | 19,235,253 |
|
The accompanying notes form an integral part of the consolidated financial statements.
Concept Group
Consolidated Statement of Cash Flow
(in CHF)
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| | | | |
| | | Year Ended |
| Note | | December 31, 2011 |
| | | |
Consolidated net income | | | 7,492,178 |
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Depreciation and amortization | 14) | | 380,037 |
|
Depreciation and amortization (non operating assets) | | | — |
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Gains (-) / losses (+) on sale of non-current assets | | | 19,884 |
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Changes in provisions | 15) | | (1,466,094 | ) |
Cash flow from operating activities before changes in net working capital | | | 6,426,005 |
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Movement in accounts receivable | | | (909,903 | ) |
Movement in inventories | | | (366,301 | ) |
Movement in other receivables and prepaid expenses | | | (440,208 | ) |
Movement in accounts payable | | | (382,473 | ) |
Movement in other current liabilities and accrued expenses | | | (581,360 | ) |
Cash flow from operating activities | | | 3,745,760 |
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Investments in tangible assets | 14) | | (453,058 | ) |
Divestments of tangible assets | | | 48,889 |
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Investments in real estate non-operating | | | (543,080 | ) |
Increase of loans granted to others | | | (47,125 | ) |
Cash flow from investing activities | | | (994,374 | ) |
Increase (+) / repayment (-) of loans to shareholders | | | (641,780 | ) |
Dividend distribution to shareholders | | | (3,300,000 | ) |
Cash flow from financing activities | | | (3,941,780 | ) |
Net cash flow | | | (1,190,394 | ) |
Increase (+) / decrease (-) of cash and cash equivalents | | | (1,190,394 | ) |
Cash and cash equivalents at beginning of period | | | 7,144,024 |
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Cash and cash equivalents at end of period | | | 5,953,630 |
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The accompanying notes form an integral part of the consolidated financial statements.
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Notes to the consolidated financial statements | |
Notes to the Consolidated Financial Statements (continued)
1. GENERAL INFORMATION
a) Business operations
Concept Group, or the Company, is a worldwide technology and market leader in insulated gate bipolar transistor or “IGBT” drivers for mid- to high-power IGBT modules. The Company has more than 25 years of experience in the design of sophisticated IGBT drivers and offers products for applications including industrial motor drives, renewable energy, electric trains, hybrid electric vehicles and a variety of other end markets.
b) Basis of presentation
The consolidated financial statements for the year ended December 31, 2011 are consistent throughout the financial statements with the accounting and reporting principles Swiss GAAP FER, except for the departure from Swiss GAAP FER disclosed in note 24 below.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements for the year ended December 31, 2011 present a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER of the Concept Group. The consolidation adjustments were made according to the accounting principles of Swiss GAAP FER 30.
a) Scope of consolidation
•Concept Beteiligungen AG, Zug
•CT-Concept Holding AG, Biel (90 % participation, 10% Heinz Rüedi)
•CT-Concept Technologie AG, Biel (100 % participation)
On May 1, 2012, 100% of the stock in CT-Concept Holding AG and Concept Beteiligungen AG was purchased by a wholly owned subsidiary of Power Integrations, Inc. for cash.
b) Consolidation cut-off date and period
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• | The consolidated financial statements cover the period from January 1 to December 31 the balance sheet date therefore is December 31. |
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• | For CT-Concept Technologie AG and Concept Beteiligunen AG, this period corresponds to their fiscal year. For the CT-Concept Holding AG, with its fiscal year end June 30, interim financial statements from January 1 to December 31 were prepared. |
c) Consolidation method – Minority interests
•All group companies are fully consolidated.
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• | No third party minority interests in these companies exists. The 10% holding in CT-Concept Holding AG of the sole shareholder is not treated as minority interests, as all group companies are wholly owned by Heinz Rüedi. |
d) Capital consolidation
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• | The capital consolidation is carried out in accordance with Swiss GAAP FER 30 and based on the purchase method. This means that the equity of subsidiaries as of the time of acquisition is offset against the purchase price or as of date of foundation offset against the carrying amount of the investment in the parent organization. |
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• | Since the current Concept Group structure results from 'internal' restructuring (mainly due to tax reasons), the consolidation reserves from the first consolidation in prior year (January 1, 2010) were fully reported as retained earnings (except for paid-in share capital), which reflects the actual circumstances. |
e) Consideration of intercompany assets, liabilities, expenses and revenues
Notes to the Consolidated Financial Statements (continued)
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• | Intercompany balances and transactions, as well as gains arising from such transactions, are eliminated in full. |
•There are no unrealized profits from intercompany transactions.
f) Foreign currency translation
•None of the financial statements are in foreign currency.
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• | Foreign currency assets and liabilities are translated into Swiss Francs at the exchange rate prevailing on the balance sheet date (€ 1.21605 / $ 0.92271). Foreign currency transactions are translated into local currency using the fixed exchange rate prevailing on the date of transaction. The fixed exchange rate is adjusted periodically. Foreign exchange gains and losses resulting from the settlement of such transactions and from translations at year-end are recognized in the statement of income. |
3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a) Valuation principles
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• | In accordance with Swiss GAAP FER 2, valuation principles are either historical cost, production cost or present value. Within the individual balance sheet items, valuation principles are applied consistently. Necessary depreciation and valuation adjustments are systematically identified and recorded. |
b) Accounts receivable
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• | Receivables are carried at nominal value. The foreign currencies are converted into Swiss francs at the exchange rates prevailing on the balance sheet date. |
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• | The creditworthiness of receivables and the payment behavior of customers are considered as very good. There is no history of material accounts receivable write-offs. Therefore, the allowance for doubtful debts is established relatively low with CHF 50,000. |
c) Inventories
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• | Inventory is stated at the lower of cost or market. The extensive hidden reserves on inventory in the statutory financial statements have been dissolved. |
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• | In prior years an allowance of 2.5% was made for discard, obsolete items and general storage risks. A revised procurement policy, combined with generally declining world market supplier prices in electronics and falling exchange rates have led to an increase of the lump-sum allowance from 2.5% in the preceding 3 years to 5% (2008), 10% (2009), 15% (2010). As of December 31, 2011 the lump-sum allowance has been lowered to 5% based on detailed assessment principles as well as lower market values and the current exchange rates. |
d) Real estate
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• | Operating property is valued at historical cost and depreciated linear over their estimated useful life. |
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• | Location: Johann-Renfer-Strasse 15, Biel |
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| | |
acquisition / construction costs 1999 – 2001 | | CHF 920,000 |
estimated construction period | | 1986 |
estimated useful life | | 40 years |
annual depreciation | | CHF 23,000 |
residual value | | CHF 633,313 |
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• | The non-operating real estate includes land and accumulated development- and construction costs. They are valued at historical cost and not depreciated. |
e) Tangible assets
Notes to the Consolidated Financial Statements (continued)
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• | Tangible assets are measured at historical cost and depreciated linear over their estimated useful lives. |
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| | | | |
Leasehold improvements | | linear depreciation / amortization within | | 15 years |
Measuring and production machinery | | linear depreciation / amortization within | | 10 - 12 years |
Tools, production equipment | | linear depreciation / amortization within | | 3 years |
Office furniture | | linear depreciation / amortization within | | 15 years |
Computer equipment, software | | linear depreciation / amortization within | | 4 years |
Vehicles | | linear depreciation / amortization within | | 5 years |
f) Intangible assets
As of December 31, 2011 Concept Group did not have any material intangible assets.
g) Provisions
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• | Provisions are recognized only if Concept Group has a present obligation to a third party as a result of a past event. Further it needs to be probable that an outflow of resources will be required to settle the obligation and the obligation can be reliably estimated. |
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• | In February 2011 the Concept Group obtained the final tax invoices for the years 2008 to 2010. The amount due is presented as a current liability in the balance sheet. |
h) Provisions for deferred tax
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• | Deferred income taxes are recognized on the differences between the carrying amounts of assets in the Swiss GAAP FER financial statements and the corresponding tax bases. Deferred tax liabilities are generally recognized for all taxable temporary differences and are calculated at the full tax rate (25.0%). |
i) Revenue recognition
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• | Net revenues comprise the sales of products. Revenue is recognized if it is probable that the economic benefits will accrue to the Group and the amount can be estimated reliably. Revenue is recognized upon transfer of the risks and rewards of ownership of the goods to the customer. |
j) Employee benefits
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• | The Company sponsors a defined benefit pension plan in accordance with the legal requirements of Switzerland. The plan assets are held in legally autonomous trustee-administered funds that are subject to Swiss law and provides benefits in the event of retirement, death or disability. Benefits are based on age, years of service and salary. The plan is financed by contributions by both the employee and the Company. The Company's contributions to the pension plan are charged to the consolidated statement of income in the year to which they relate. As of December 31, 2011, the pension fund reported a coverage rate of 100%. The pension fund is a fully insured solution that provides insurance protection to ensure the plan assets equal the plan obligations. |
k) Derivative instruments
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• | Forward exchange contracts and options are used to hedge against some currency risks arising from business operations. Hedge transactions, like the underlying transactions, are shown at market value and changes in the market value are recognized in the statement of income. There were no forward exchange contracts outstanding as of December 31, 2011. |
Notes to the Consolidated Financial Statements (continued)
Notes to the consolidated statement of income
4. NET SALES
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• | Revenues are generated principally from the industrial market. |
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• | The following table represents revenues by geographic region for the year ended December 31, 2011. |
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| | | |
Geographic Region | | Revenue (in CHF) |
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China | | 15,127,192 |
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US | | 4,868,500 |
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EMEA | | 8,424,227 |
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APAC | | 327,745 |
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Total revenue | | 28,747,664 |
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5. DEPRECIATION
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• | Depreciation is based on the accounting principles disclosed in Note 3e) and were applied consistent to the prior year. |
6. FINANCIAL EXPENSES / FINANCIAL INCOME
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• | Financial expenses include bank charges, exchange rate differences on cash accounts and current accounts to shareholder as well as loan interests to shareholder. |
| |
• | Financial income mainly consists of interests payments obtained from the shareholder. Furthermore, the financial income includes interest income on bank accounts and loans from third parties. |
7. OTHER EXPENSES / INCOME
The following table represents other expenses / income for the year ended December 31, 2011:
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| | | | | |
Other expenses / Income Item | Expenses | | Income |
| (in CHF) |
Taxes from previous years (difference to received final tax bills 2008 - 2010) | 47,541 |
| | — |
|
Jefferies Project Canton | 117,400 |
| | — |
|
Loss on sale of a vehicle | 19,884 |
| | — |
|
Inventory impairment due to water damage in Thailand | 30,000 |
| | — |
|
Miscellaneous items (from previous years) | 899 |
| | 73,017 |
|
Change in warranty provision | — |
| | 53,400 |
|
| 215,724 |
| | 126,417 |
|
8. TAXES
Tax expenses consist of current taxes computed by applying an effective tax rate of 21.7% on the statutory financial results. Deferred income taxes are recognized on the differences between the carrying amounts of assets as of the Swiss GAAP FER financial statements and the corresponding tax bases by applying a full tax rate of 25.0%.
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| | |
| (in CHF) |
Income taxes for the fiscal year | 1,864,338 |
Change in deferred tax provision | (86,538 | ) |
Total Taxes | 1,777,800 |
Notes to the Consolidated Financial Statements (continued)
Notes to the consolidated balance sheet
9. CASH AND CASH EQUIVALENTS
| |
• | Cash and cash equivalents include almost exclusively balances with banks. |
10. ACCOUNTS RECEIVABLE
Disclosed by currency as of December 31, 2011:
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| | | |
| | December 31, |
| | 2011 |
Receivables in CHF | CHF | 31,228 |
|
Receivables in Euro | Euro | 466,438 |
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Receivables in USD | $ | 2,266,290 |
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11. OTHER RECEIVABLES
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| | | |
| | At December 31, |
Material items: | | 2011 (in CHF) |
| | |
Federal Tax Authorities | | |
(VAT-receivable for the 4th quarter 2011) | | 255,067 |
|
Employer contribution reserve (Sammelstiftung Swiss Life) | | |
(at nominal value / limited intended use) | | 337,208 |
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Advanced payment to supplier CCS AG, Lyss | | 1,099,693 |
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Other | | 2,275 |
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Total | | 1,694,243 |
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12. INVENTORIES
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| | | |
| | At December 31, |
| | 2011 (in CHF) |
Raw materials | | 891,830 |
|
Work in process | | 4,364,345 |
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Finished goods | | 881,841 |
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Total | | 6,138,016 |
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13. PREPAID EXPENSES
Prepaid expenses mainly consist of insurance premiums, tax prepayments and social security prepayments.
14. TANGIBLE ASSETS
Notes to the Consolidated Financial Statements (continued)
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Tangible assets schedule | | Leasehold improvements | | Measuring instruments Machines Furniture | | Computer Equipment | | Vehicles | | Total |
| | (in CHF) |
At Cost | | | | | | | | | | |
Opening balance January 1, 2011 | | 245,470 |
| | 1,485,004 |
| | 1,578,416 |
| | 1,096,631 |
| | 4,405,521 |
|
Additions | | 13,647 |
| | 312,521 |
| | 50,458 |
| | 76,432 |
| | 453,058 |
|
Disposals | | — |
| | — |
| | — |
| | (68,773 | ) | | (68,773 | ) |
Closing balance December 31, 2011 | | 259,117 |
| | 1,797,525 |
| | 1,628,874 |
| | 1,104,290 |
| | 4,789,806 |
|
Accumulated Depreciation | |
|
| |
|
| |
|
| |
|
| |
|
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Opening balance January 1, 2011 | | (127,791 | ) | | (539,092 | ) | | (1,262,997 | ) | | (949,307 | ) | | (2,879,187 | ) |
Disposals | | — |
| | — |
| | — |
| | 68,773 |
| | 68,773 |
|
Depreciation | | (16,820 | ) | | (143,565 | ) | | (125,375 | ) | | (71,277 | ) | | (357,037 | ) |
Closing balance December 31, 2011 | | (144,611 | ) | | (682,657 | ) | | (1,388,372 | ) | | (951,811 | ) | | (3,167,451 | ) |
Net Book Value | | | | | | | | | | |
Balance December 31, 2011 | | 114,506 |
| | 1,114,868 |
| | 240,502 |
| | 152,479 |
| | 1,622,355 |
|
For detailed disclosure of current year investments refer to Note 25.
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| | | | | | | | | | | | |
Real estate schedule | | Real estate - operating Renferstr.15 | | Construction in Progress | | Land | | Total |
| | (in CHF) |
At Cost | | | | | | | | |
Opening balance January 1, 2011 | | 920,000 |
| | 408,356 |
| | 2,230,173 |
| | 3,558,529 |
|
Additions | | — |
| | 542,463 |
| | 617 |
| | 543,080 |
|
Disposals | | — |
| | — |
| | — |
| | — |
|
Closing balance December 31, 2011 | | 920,000 |
| | 950,819 |
| | 2,230,790 |
| | 4,101,609 |
|
Accumulated Depreciation | | | | | | | | |
Opening balance January 1, 2011 | | (263,687 | ) | | — |
| | — |
| | (263,687 | ) |
Disposals | | — |
| | — |
| | — |
| | — |
|
Depreciation | | (23,000 | ) | | — |
| | — |
| | (23,000 | ) |
Closing balance December 31, 2011 | | (286,687 | ) | | — |
| | — |
| | (286,687 | ) |
Net Book Value | | | | | | | | |
Closing balance December 31, 2011 | | 633,313 |
| | 950,819 |
| | 2,230,790 |
| | 3,814,922 |
|
|
| | | |
| | December 31, 2011 |
Fire insurance values | | (in CHF) |
Real estate (without construction insurance) | | 1,552,000 |
|
Tangible assets, inventories, electronic equipment | | 7,550,000 |
|
15. ACCRUED EXPENSES
Accrued liabilities mainly consist of social insurances and outstanding consulting fee invoices.
16. LONG-TERM PROVISIONS
Notes to the Consolidated Financial Statements (continued)
|
| | | | | | | | |
| Long-Term Provisions as of December 31, 2011 (in CHF) | | |
| Other Liabilities | | Income Tax 2011 | | Total |
Opening balance at January 1, 2011 | 100,000 |
| | — |
| | 100,000 |
|
Additions | — |
| | 963,844 |
| | 963,844 |
|
Reduction | (39,300 | ) | | — |
| | (39,300 | ) |
Fulfilled during year 2011 | (14,100 | ) | | — |
| | (14,100 | ) |
Closing balance December 31, 2011 | 46,600 |
| | 963,844 |
| | 1,010,444 |
|
17. STOCKHOLDERS' EQUITY
Share capital
The share capital at December 31, 2011 amounts to CHF 100,000 and consists of 1,000 transferable shares with a par value of CHF 100 per share.
Legal reserves
The statutory or legal reserves which may not be distributed amount to CHF 100,000 at December 31, 2011.
Dividends
In September 2011, a cash dividend was declared in the amount of CHF 3.3 million, and was paid in 2011.
Retained earnings
Retained earnings consist of net income from prior years not yet distributed.
18. RELATED PARTY TRANSACTIONS
The Company's current related party accounts as of December 31, 2011.
|
| | | |
| | As of December 31, 2011 |
Transaction | | (in CHF) |
Current account due from shareholder | | 1,946,021 |
|
Total current account shareholder | | 1,946,021 |
|
Loan to M. Hornkamp | | 69,587 |
|
Loan to EJ-Premium Cars | | 101,775 |
|
Total loan to third parties | | 171,362 |
|
Receivable Smart Building Systems AG | | 17,665 |
|
Total amount due from related parties | | 2,135,048 |
|
19. DERIVATIVE FINANCIAL INSTRUMENTS
During the year ended December 31, 2011, the Company recorded losses of approximately CHF 327,000 related to forward contracts. The Company did not hold any derivative financial instruments at December 31, 2011.
20. OFF-BALANCE SHEET LEASE COMMITMENTS
Notes to the Consolidated Financial Statements (continued)
|
| | | |
Off-balance sheet lease commitments, payable | | As of December 31, 2011 (in CHF) |
not later than 1 year | | 124,980 |
|
later than 1 year but not later than 2 years | | 86,233 |
|
later than 2 years but not later than 3 years | | 9,677 |
|
later than 3 years | | — |
|
Total off-balance sheet lease commitments | | 220,890 |
|
The future lease payments are mainly related to non-cancellable operating leases for automobiles. The leases have varying terms and renewal rights.
21. FURTHER NOTES
The following table includes additional financial statement information at December 31, 2011 (in CHF).
|
| | | |
| | As of December 31, 2011 (in CHF) |
Contingent liabilities | | |
Retention bonus in favor of employees | | 963,000 |
|
Assets pledged as security for liabilities | | — |
|
Liability toward pension fund | | — |
|
Risk assessment by the Board of Directors | | |
The Board of Directors has analyzed and assessed the risk of the Group and - where necessary - initiated the appropriate measures. | | |
22. RECONCILIATION OF SWISS GAAP FER TO UNITED STATES GAAP
The Concept Group has prepared these consolidated financial statements according to Swiss GAAP FER. The following tables are a reconciliation of differences relating to the statement of income and total shareholders' equity reported according to Swiss GAAP FER and United States GAAP. There were no significant differences in the cash flow statement presentation reported according to Swiss GAAP FER versus United States GAAP.
|
| | | |
Reconciliation of consolidated statement of income | | |
| | Year Ended December 31, 2011 (in CHF) |
Swiss GAAP FER - Net income | | 7,492,178 |
|
Incremental pension related expense | | (30,627 | ) |
Tax effect of above adjustments | | 7,657 |
|
U.S. GAAP - Net (loss) earnings | | 7,469,208 |
|
Notes to the Consolidated Financial Statements (continued)
|
| | | |
Reconciliation of total shareholders' equity | | |
| | Year Ended December 31, 2011 (in CHF) |
Swiss GAAP FER | | 19,235,253 |
|
Adjustments: | | |
Unfunded pension obligation | | (769,299 | ) |
Tax effect of unfunded pension obligation | | 192,325 |
|
U.S. GAAP | | 18,658,279 |
|
23. SUBSEQUENT EVENTS
On March 30, 2012, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Power Integrations, Inc., a Delaware corporation, through its subsidiaries Power Integrations Netherlands B.V., a Dutch company, and Power Integrations Ltd, a Cayman Islands company, to sell all of the outstanding shares of its Swiss parent companies Concept Beteiligungen AG and CT-Concept Holding AG (the “Acquisition”) for approximately 105 million Swiss Francs, or about $116 million US net of assumed cash (the “Purchase Price”). The Acquisition was closed on May 1, 2012. The Purchase Price is subject to a net asset value adjustment following the closing of the acquisition subject to certain caps described in the Purchase Agreement.
24. DEPARTURE FROM SWISS GAAP FER
In connection with the Company's acquisition by Power Integrations, Inc. (the “acquirer” - see Note 23), the Company was required by the acquirer to prepare consolidated financial statements for the year ended December 31, 2011 to meet the acquirer's statutory filing requirements. Comparable 2010 consolidated financial statements were not required by the acquirer and, accordingly, have not been prepared. The presentation of comparable prior year financial statements is a requirement under Swiss GAAP FER and, therefore, this represents a departure from those requirements.
Notes to the Consolidated Financial Statements (continued)
25. INVESTMENTS IN TANGIBLE ASSETS
The table below includes material investments in the year ended December 31, 2011.
|
| | | | | |
| | | | Year Ended December 31, 2011 |
Investment | | | | (in CHF) |
Semiconductor system FINN | | Konrad GmbH | | 156,000 |
|
Vehicle Shenzen representative office | | China | | 31,525 |
|
BMW 330d | | EJ Premium Cars GmbH | | 44,908 |
|
Non-operating real estate (development and construction cost) | | Miscellaneous | | 543,079 |
|
Notes to the consolidated statement of cash flow
| |
• | The consolidated statements of cash flow show the changes in cash and cash equivalents. The statements of cash flow for the year ended December 31, 2011 shows a negative cash flow of CHF 1,190,394. |
| |
• | The cash flow from operating activities shows that CHF 6,426,005 have been generated, whereas CHF 2,680,245 are committed in current assets (primarily receivables and inventories). |
| |
• | The cash flow from investing activities shows investments of CHF 994,374 in assets and non-operating properties during the financial year. |
| |
• | The cash flow from financing activities shows that CHF 3,941,780 have been distributed as dividends and loan increases to the shareholders. |