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annual report 2011


table of contents<br />

Editorial 2<br />

Company Locations 4<br />

Company Structure 5<br />

<strong>INTEGRA</strong> Real Estate Ltd. 6<br />

<strong>INTEGRA</strong> Biosciences Group 8<br />

Aquametro Group 10<br />

SIGNAL Group 12<br />

<strong>INTEGRA</strong> Engineering India Ltd. 14<br />

Micronic B.V. 16<br />

Audior's Report 17<br />

<strong>INTEGRA</strong> Group - Key Figures 18<br />

Development of the Company 19<br />

Addresses 20<br />

1


editorial 2011<br />

<strong>INTEGRA</strong> <strong>Holding</strong> Ltd. is an investment company. The ORGU foundation based in<br />

Sarnen in the Swiss Canton of Obwalden holds in excess of 80% of its stock capital. The<br />

primary charter of the foundation is to:<br />

• Ensure the independence of <strong>INTEGRA</strong> <strong>Holding</strong> Ltd., and<br />

• Reinvest profits into innovative companies.<br />

As the operating arm of the ORGU foundation, <strong>INTEGRA</strong> <strong>Holding</strong> Ltd. pursues the goals<br />

of the foundation while taking an active and farsighted approach to enhancing the value<br />

of the <strong>INTEGRA</strong> Group.<br />

Historians will record 2011 as a year full of major crises, with an aftermath that will be<br />

remembered for a long time. The year was marked in March by the horrifying magnitude<br />

9,0 earthquake on the eastern seaboard of Japan that triggered a devastating tsunami.<br />

As a result, the cooling system at the Fukushima nuclear reactor was destroyed, leading<br />

to a partial core meltdown. Many governments – with Switzerland taking the lead –<br />

reacted immediately by resolving to opt out of nuclear power. This reaction came without<br />

a fundamental evaluation of the consequences or impacts of their decisions, and did<br />

not appear to be part of a thought through plan.<br />

Today it is evident that while this hasty debate on energy has already subsided, the rash<br />

decisions taken will soon overtake us on political, economic, social, and environmental<br />

fronts. Consequently, one can expect energy costs to keep rising in the short term in<br />

Europe, whilst aspiring nations like China, India, and Russia are definitely not going to<br />

forego nuclear power – because they simply can’t afford to.<br />

We hope that what is affecting us directly and more severely – the financial and monetary<br />

crisis in Europe that does not seem to ebb – is short lived. This crisis has not only<br />

precipitated government reshuffles, notably in Italy and Greece, but has also led to overvaluation<br />

of the Swiss Franc versus other major Western currencies, in particular the<br />

Euro and the US Dollar. Compared to its average prior year exchange rate, the US Dollar<br />

dropped another 25% – reaching a historic low of CHF 0,78/$ against the Swiss Franc.<br />

Similarly the Euro lost another 18% in value compared to the previous year exchange<br />

rate average – touching a low of CHF 1,13/€. It should be noted that both these currencies<br />

had already lost considerable ground versus the Swiss Franc in 2010. The ensuing<br />

grave consequences for our exports caused the Swiss National Bank to take the courageous<br />

and long-awaited decision on September 6, 2011, to set a bottom threshold of<br />

CHF 1,20/€. Even at this rate, however, the Swiss Franc is highly overvalued in terms of<br />

purchasing power parity. Hence, Swiss products are much more expensive than those<br />

of our foreign competitors and correspondingly disadvantaged. This handicap is prevalent<br />

not only in Europe, but in relative terms in other markets too, especially Asia.<br />

In order to uphold their competitiveness as far as possible, Swiss exporters were again<br />

forced to grant big discounts to offset the Franc’s rise and thus accept eroded margins.<br />

This is apparent in financial statements showing low or disappearing profits.<br />

Furthermore, Swiss firms were forced to underpin their differentiation by bolstering<br />

innovation and putting significant pressure on their suppliers to lower prices and/or seek<br />

cheaper alternatives abroad. Such conditions have necessitated increased outsourcing<br />

of direct and indirect jobs, including production, to other countries – a trend that is simply<br />

going to accelerate the ongoing degeneration of Switzerland as a manufacturing<br />

nation.<br />

2


Adrian Oehler<br />

President of the Governing Board<br />

There seems to be a total lack of any sensible, long-term answers or concepts from politicians<br />

to resolve current or future challenges. Instead, for quite a long time politics seems<br />

to be shaped primarily by reactionary measures driven by the short-term interests of<br />

political parties and their representatives. This naturally leaves us disadvantaged, unable<br />

to get any political support to adapt our framework to global developments.<br />

We too have not been fully spared from the effects of this financial and monetary crisis.<br />

To maintain sales growth both Aquametro and <strong>INTEGRA</strong> Biosciences had to grant significant<br />

discounts throughout 2011. Nevertheless, in view of the prevailing conditions, we<br />

should be pleased with the overall bottom line. Our consolidated operating revenues fell<br />

slightly over the prior year by about 0,8% to CHF 136,2 million. Since our strong currency<br />

reduced the margins, the EBIT dropped in the face of rising labor costs by around 6%<br />

to CHF 18,5 million.<br />

In spite of such negative factors, the Aquametro Group was able to create more value by<br />

expanding its market position in Asia, particularly in Korea, and stay on the prior year’s<br />

path of success. Following its extraordinarily great performance in 2010, Signal Ltd. delivered<br />

its second best performance ever in FY2011. Value creation did decline slightly as a<br />

result of fewer highway and export projects. Although <strong>INTEGRA</strong> Biosciences grew, it<br />

unfortunately fell just short of the high targets set for this year, because it was seriously<br />

affected by the currency crisis. <strong>INTEGRA</strong> Real Estate Ltd. had to undergo significant reorganization.<br />

Similarly, we took on the development of our Wil property and conducted an<br />

analysis with four architects. This study highlighted realistic options for converting the<br />

property.<br />

New orders for the contract manufacturing division of the <strong>INTEGRA</strong> India Group<br />

Company Ltd. did not manage to fully offset a collapse of its standard business of supplying<br />

relays for the Indian Railways. Though profitability was boosted significantly<br />

through cost controls and other measures, the business just failed to reach the<br />

breakeven point. During the year, Schlafhorst Engineering India was renamed <strong>INTEGRA</strong><br />

Engineering India, and a major effort was made to reposition ourselves as an engineering<br />

and manufacturing company. This required diverse investments to modernize the unit<br />

and acquire new machinery. We initiated a merger of the two Indian firms for completion<br />

in Q1 of 2012.<br />

It is hard to foresee what other challenges we will face in the years ahead. These are<br />

times of economic uncertainty, which demand that we continually adapt to grow and<br />

retain, or rather, fortify our ability to innovate. The spotlight must be on the operating efficiency,<br />

which means that we need to further optimize our operations – through well educated/trained<br />

and motivated employees at all levels. Such employees are the foundation<br />

of our accomplishments and, hence, I would like to thank each one of you for the daily<br />

contributions you make towards our joint success.<br />

Adrian Oehler<br />

CEO <strong>INTEGRA</strong> <strong>Holding</strong> Ltd.<br />

3


Companys of the<br />

<strong>INTEGRA</strong> Group<br />

Lelystad (NL), Micronic B.V.<br />

company locations<br />

Bremen (D), Aquametro Messtechnik GmbH<br />

Sterrebeek (B), Aquametro Belgium Sprl.<br />

Wallisellen (CH), <strong>INTEGRA</strong> <strong>Holding</strong> Ltd.<br />

<strong>INTEGRA</strong> Real Estate Ltd.<br />

Therwil (CH), Aquametro Ltd.<br />

Büren a. A. (CH), SIGNAL Ltd.<br />

Giubiasco (CH), Segnaletica Mordasini Ltd.<br />

Zizers (CH), <strong>INTEGRA</strong> Biosciences Ltd.<br />

Tokyo (Japan), Aquametro Representative Office<br />

Busan (South Korea), Aquametro Korea Ltd.<br />

Shanghai (China), Aquametro (China) Pte Ltd.<br />

Hudson, NH (USA), <strong>INTEGRA</strong> Biosciences Corp.<br />

Dubai (UAE), Aquametro Representative Office<br />

Halol (India), <strong>INTEGRA</strong> Engineering India Ltd.<br />

Singapore, Aquametro (S.E.A.) Pte Ltd.<br />

4


company structure<br />

<strong>INTEGRA</strong> <strong>Holding</strong> Ltd. Board of Directors<br />

Adrian Oehler, Chairman<br />

Heinrich M. Lanz, Vice Chairman<br />

Hans C. Bodmer<br />

Fritz Hauff<br />

Clemens Ruckstuhl (as of 27.06.2012)<br />

<strong>INTEGRA</strong> Real Estate Ltd. Board of Directors<br />

Adrian Oehler, Chairman<br />

Kurt Balmer<br />

Max Zollinger<br />

Clemens Ruckstuhl<br />

Adrian Oehler, CEO<br />

<strong>INTEGRA</strong> Biosciences Group Board of Directors<br />

Adrian Oehler, Chairman<br />

Philip Bodmer<br />

Jeffrey Leathe<br />

Gary Nelson<br />

Prof. Dr. Roger Nitsch<br />

Elmar Morscher<br />

John Warren<br />

Elmar Morscher, CEO CH<br />

Gary Nelson, CEO USA<br />

Aquametro Group Board of Directors<br />

Adrian Oehler, Chairman<br />

Dr. Heinz Graf<br />

Fritz Hauff<br />

Anton Lauber (to March 2012)<br />

Cleto de Pedrini<br />

Roger Baumer<br />

Fritz Hauff, CEO<br />

SIGNAL Group Board of Directors<br />

Fritz Hauff, Chairman<br />

Jean Burelle<br />

Laurent Burelle<br />

Hans Peter Klauser<br />

Heinrich M. Lanz<br />

Adrian Oehler<br />

Ernst Moser, CEO<br />

<strong>INTEGRA</strong> India Group Co. Ltd. Board of Directors<br />

as of 01.06.2012 (Merger) K. Narsim Shenoy, Chairman<br />

Rahul G. Divan<br />

S. R. Divatia<br />

Adrian Oehler<br />

N. Srinivasan<br />

Corinne Räz, CEO<br />

<strong>INTEGRA</strong> Engineering (India) Ltd. Board of Directors<br />

Adrian Oehler, Chairman<br />

Rahul G. Divan (as of 01.06.2012)<br />

Shalin Divatia<br />

Jayvant Mehta (to 28.04.2012)<br />

Mahendra Sanghvi<br />

Corinne Räz<br />

Swami Prasad, CEO<br />

Micronic B.V.<br />

5


Showroom Bauwerk<br />

integra immobilien<br />

Introduction<br />

<strong>INTEGRA</strong> Real Estate Ltd. manages the properties of the Integra Group pension fund.<br />

It also develops, builds, and rents its own real estate. In addition, it manages the properties<br />

of Integra <strong>Holding</strong>’s subsidiaries, and provides construction management services<br />

to other clients.<br />

FY2011<br />

2011 was a year of personnel changes at <strong>INTEGRA</strong> Real Estate Ltd.. The CEO left the<br />

company in early 2011, after which the president of the board of directors filled the position<br />

on an interim basis. Individuals in accounting and administration as well as marketing<br />

had to be replaced. A new employee was hired for the construction management<br />

department. The additional capacity allowed us to self-manage the finishing work at<br />

IntegraSquare, which had been handled until then by external architects and consultants.<br />

IntegraSquare in Wallisellen<br />

The higher level of efficiency achieved upon reorganization made the position of the CEO<br />

redundant for the time being. We are especially pleased that the lease agreements with<br />

Siemens Mobility could be extended through to 2020, as a result of which we are contributing<br />

to retaining valuable manufacturing jobs in Wallisellen.<br />

We also managed to lease most of the commercial space at IntegraSquare. The<br />

Chinderstern kindergarten moved into Hammerweg 2 and a new pediatric office opened<br />

up in Hammerweg 4. We signed-up another three tenants for stores along the<br />

Industriestrasse for occupation in early 2012. Many top-notch firms have established their<br />

showrooms on this street and the vacancy rate for commercial space is now very low. In<br />

the fall of 2011, we improved the directional signs at IntegraSquare and optimized some<br />

of the outdoor facilities.<br />

6


View of <strong>INTEGRA</strong> site in Will<br />

Concept for IntegraSquare Wil<br />

View of IntegraSquare Wil<br />

In 2011, we also renovated the property of the <strong>INTEGRA</strong> company pension fund located<br />

in Wiesgasse, Wallisellen. The facilities were converted and made ready for occupation<br />

on schedule within just three months. We also installed environmentally-friendly solar<br />

panels for water heating.<br />

Moreover, we conducted a study in 2011 on development of the Wil site. Four architectural<br />

offices were involved in presenting concepts for urban development, characterized<br />

by optimized, multi-faceted, quality living and leisure facilities.<br />

A new and more powerful image<br />

Late in the fall of 2011, we redesigned the logos of <strong>INTEGRA</strong> Real Estate Ltd. and<br />

IntegraSquare. The purpose was to ensure that the IntegraSquare brand is more clearly<br />

recognizable as a product of <strong>INTEGRA</strong> Real Estate Ltd. and to project our competency<br />

in the fields of construction site and facility management. Focusing on imagery<br />

that exudes professionalism, modernity, and competence, the new logos should benefit<br />

the Wil project.<br />

Outlook<br />

Major new projects are in the pipeline for the year 2012. We will continue to pursue<br />

conversion and detailing of the Wil site. The concepts developed will define the direction<br />

and serve as the basis for the development and partial zoning plan, and should be<br />

submitted for permitting in the first half of the year.<br />

Our construction site management effort in the first quarter will focus on building<br />

more commercial space for new tenants along the Industriestrasse.<br />

Other projects planned for 2012 include renovation of the property in the<br />

Neuwiesenstrasse in Volketswil and the Lehenmattstrasse in Basel. Eighteen new<br />

apartments will be fully renovated in the Neuwiesenstrasse, along with new additions,<br />

at a cost of about CHF 4,8 million. The conversion will be completed in 2013, in time<br />

to rent out the units as of April 1 and July 1, 2013 respectively.<br />

7


integra biosciences <strong>group</strong><br />

Introduction<br />

<strong>INTEGRA</strong> booth at a trade fair 30 th anniversary of pipetting aid PIPETBOY<br />

<strong>INTEGRA</strong> Biosciences Ltd. was established as a trading business of laboratory equipment<br />

in 1965 in Zurich and is now headquartered in Zizers. This company and<br />

<strong>INTEGRA</strong> Biosciences Corporation in Hudson, NH (USA), together comprise the<br />

<strong>INTEGRA</strong> Biosciences Group. The <strong>group</strong> is a leading global supplier of high-grade laboratory<br />

equipment for precision liquid handling and sterile preparation of cell cultures.<br />

Products are developed, produced, and sold by both companies. The US firm has its<br />

own sales staff, whereas sales in Europe and Asia are managed via a network of 90<br />

independent distributors. In 2011, our subsidiary, the <strong>INTEGRA</strong> India Group, started<br />

building up a sales network for <strong>INTEGRA</strong> Biosciences products in India.<br />

Products with an excellent reputation<br />

Products from <strong>INTEGRA</strong> Biosciences are used in many research labs within the global<br />

life science industry and enjoy an excellent reputation. <strong>INTEGRA</strong> Biosciences products<br />

are to be found mainly in pharmaceutical and biotech research, clinical diagnostics, and<br />

for quality control in the food and cosmetics industries.<br />

The innovative VIAFLO products including VISION, VOY<strong>AG</strong>ER, and VIAFLO 96 pipettors<br />

and GRIPTIP pipettor tips have set new standards in terms of ease of use and reliability<br />

for precision dispensing of tiny quantities of liquids (microliters). These new products<br />

perfectly compliment popular products that <strong>INTEGRA</strong> has supplied for years in the<br />

milliliter range including PIPETBOY, DOSE IT, and VACUSAFE.<br />

MEDIACLAVE and MEDIAJET are leading products worldwide for sterile filling of Petri<br />

dishes with cultures; FIREBOY and FLAMEBOY offer laboratories a safe 21st century<br />

alternative to the traditional Bunsen burner. CELLINE, CELLROLL, and CELLSPIN<br />

belong in every research lab that cultures living cells.<br />

8


VIAFLO 96 – 96 channel Hand Held Pipettor<br />

VIAFILL<br />

VIALINK<br />

FY2011<br />

The review of the year 2011 happens with mixed feelings. Profits were below expectations,<br />

but in view of the tough economic conditions we faced, the year could be viewed<br />

a successful one. Worldwide revenues rose by 7% to CHF 17,6 million. In mid-year, we<br />

took action to retain our market share as the strong Swiss Franc made our products too<br />

expensive for our distribution network to remain competitive. Consequently we elected<br />

to offer discounts to offset the negative effects of the rising exchange rate. These discounts<br />

resulted in a loss of 7–8% of revenues. Some of this loss could be offset through<br />

increased sourcing activity in Europe and by paying Euro to Swiss suppliers also. In spite<br />

of the great pressure on margins, we were able to increase our gross profit by<br />

TCHF 250. We hired an additional six employees to reach a total of 80.<br />

The currency crisis drove down European revenues by about 3%, though Europe still<br />

accounts for 42% of overall revenues. Revenues in North and South America rose by<br />

16%, this region now accounts for 31% of total revenues. In Asia, our 2011 revenues<br />

grew strongly, rising by over 50%, as a consequence the share of the total revenues<br />

from Asia rose from 14% to 20%. The remaining 7% of the revenues came from the<br />

rest of the world and private label customers.<br />

We continued to expand our product line in 2011 by launching three new laboratory products:<br />

VIAFLO 96 – a hand-operated 96-channel pipettor; VACUSIP – an aspiration system<br />

for laboratory fluids, and VIAFILL – a fast multi-purpose reagent dispenser. These new<br />

products were well received in the market meeting the needs of our target customers.<br />

We boosted revenues from sale of consumables such as pipette tips by 71% to CHF<br />

2,1 million.<br />

Outlook<br />

We remain focused on aspects of laboratory product innovation that we believe can<br />

make a positive difference for our customers and therefore enhance our business. We<br />

will also continue to concentrate on investment in people.<br />

In 2012, we anticipate more challenges arising from the economic situation in Europe<br />

and the rising value of the Swiss Franc. Unfortunately, these factors are beyond our<br />

control, but we will seek to counter their impact by investing in new and innovative<br />

products. The VIAFLO 96 line will be enhanced with many new software applications.<br />

The new VIAFLO 384 line will be launched as an even more productive pipettor. These<br />

efforts will certainly help raise sales of our profitable consumables. A faster, more productive<br />

version of the MEDIAJET and further optimization of our popular electronic<br />

pipettes are also in the development pipeline. In Europe, Asia, Africa, and South<br />

America our area sales managers will continue to assist distributors in identifying and<br />

securing sales from customers. In the U.S. the sales department will expand its direct<br />

relationship with customers. Future market growth opportunities in China and India<br />

naturally also play an important role in our expansion plans.<br />

9


Diesel Switch<br />

aquametro <strong>group</strong><br />

Introduction<br />

Aquametro Ltd. was founded in 1928 in Basel, Switzerland to develop, manufacture<br />

and distribute water meters. Today we develop, produce, calibrate, and market intelligent<br />

measuring devices worldwide for applications involving water, thermal energy,<br />

oil, and other liquids. We support companies and business partners with next-generation<br />

systems for data acquisition, data management and integrated solutions for<br />

other higher level control and assessment systems.<br />

FY2011<br />

During the last year we were able to expand our market position in selected sectors.<br />

Employing a strategy of strict cost-cutting and intense marketing we were able to<br />

counter the negative effects of turbulent currency fluctuations. We achieved worldwide<br />

market leadership in the area of measurement of fuel consumption in ships and<br />

vehicles. Our 185 employees in 2011 achieved <strong>group</strong> revenues of CHF 52,0 million.<br />

AMBILL ® muc – Aquametro’s smart metering solution<br />

Market segments<br />

In our water supply division, core products include the aquabasic ® mechanical home<br />

water meter, which can be expanded/modified at any time with a broad range of system<br />

modules. The modular aquaconcept ® system with its outstandingly adaptable features<br />

has proven especially popular with water utilities and municipalities. The RUBIN<br />

large volume mechanical water meter and the AMFLO ® M<strong>AG</strong> PRO / AMFLO ® M<strong>AG</strong><br />

SMART magnetic induction flow meters complete our product line.<br />

The Aquametro thermal energy division offers a broad spectrum of volumetric flow<br />

sensors and energy calculators. In 2011, we expanded our line of products in this area<br />

with the introduction of the AMFLO ® SONIC Dry X series. Thanks to the modular<br />

design of this meter, subcomponents can be replaced without interrupting the<br />

process.<br />

10


CONTOIL ® DFM 8<br />

During 2011, we focused on solutions for energy savings in cold and hot water systems.<br />

We enhanced our CALEC ® ST energy calculators and CALEC ® energy master<br />

series with new communication interfaces to ensure compatibility with all system<br />

integrators.<br />

Our division focusing upon measurement of fuel consumption of vehicles and ships<br />

launched a host of new products for measuring diesel fuel. The new dual-chamber<br />

CONTOIL ® DFM 8 EDM and CONTOIL ® DFM 8 ECO series complement our existing,<br />

popular DFM family of products. Through modifications and use of other materials,<br />

the CONTOIL ® meters can be used for a broad range of applications.<br />

Smart metering and wireless M-bus devices were the hot topics in measuring peripheral<br />

forms of energy. Our product range in this area was expanded in 2011 with the<br />

addition of systems and solutions for remote reading of meters, associated data management,<br />

and billing software.<br />

Today, Aquametro offers a wide range of equipment and supplementary parts, like<br />

temperature sensors, to test and calibrate all kinds of volumetric components in the<br />

oil, industrial, and water sectors. This capability covers our own line and third-party<br />

brands. We are certified under the EN 17025 standard, which authenticates the quality<br />

of our products and systems.<br />

Outlook<br />

In 2012, we will seek to re-enforce and expand our positions in the various national and<br />

international markets, through strong emphasis on development and sales of applicationoriented<br />

systems and solutions in all sectors. We will underpin this strategy through participation<br />

in international trade fairs/conferences, more intense training of distributors and<br />

partners, and by bolstering in-house technical expertise.<br />

AMFLO ® SONIC DryX<br />

11<br />

CALEC ST ®


Traffic signals on the Lucerne ring road<br />

signal <strong>group</strong><br />

Introduction<br />

For over 65 years SIGNAL Ltd. has been an innovator in the areas of signaling, information,<br />

marking, and traffic control systems – and contributed significantly towards<br />

traffic safety. We are the leader in signaling and traffic-control systems for Swiss highways<br />

and roads. Our product range includes products and systems for parking lot<br />

management, outdoor spaces, tunnel safety and digital signs. The related expert consulting,<br />

planning, engineering, and assembly services that we also offer are often<br />

decisive factors that further boost the success of our business activities. Wherever<br />

there is a need to direct traffic into lanes – whether it involves car drivers, bicycle riders,<br />

pedestrians, or inline skaters – you can count on SIGNAL Ltd. to provide full-scale<br />

solutions.<br />

Our comprehensive network of 11 sales and service branches ensures good customer<br />

relationships in all the language regions of Switzerland. Our local presence throughout<br />

Switzerland offers many advantages: it enables us to respond more quickly, interact<br />

more closely with our customers, and raises our dependability. Signal believes it is<br />

crucial to recognize and incorporate local conditions into traffic control planning, right<br />

from the start.<br />

Head office of SIGNAL Ltd. in Büren a.A.<br />

Our subsidiary, Segnaletica Mordasini Ltd. in the canton of Tessin, is an established<br />

authority in the application of street marking. Our teams are equipped with marking<br />

machines and materials suitable for both indoor and outdoor facilities.<br />

Outside Switzerland we have cooperated for many years with Compagnie Signature<br />

(France). In addition, we work with various sales partners to cater to the key market<br />

of tunnel safety.<br />

In terms of market segmentation our business revenue comes from the Swiss federal<br />

government (30%), the private sector and cities and municipalities (40%). The<br />

remaining 30% of our revenues stem from industrial, commercial, retail, and private<br />

customers.<br />

12


Electrical work in Büren a.A.<br />

Signals along highway A2: Belchen tunnel<br />

Tunnel safety<br />

SIGNAL Ltd. is widely known as a dependable partner. Each of our branches have a<br />

team of advisors and a service bay for assembly and marking tasks. We invest in our<br />

employees to enable them to stay at the cutting-edge and they are fully versed with<br />

all relevant standards, laws, and regulations.<br />

We strive to understand the technical and other needs of our clients to enable us to<br />

deliver what is expected – in a competent manner, from the initial planning stage<br />

through to execution and service.<br />

At SIGNAL Ltd., our highest priority is quality, occupational safety, and environmental<br />

protection. We have been awarded three certifications pursuant to ISO 9001 for quality<br />

management, ISO 14001 for environmental protection, and OHSAS 18001 for occupational<br />

safety. Our prism signals passed the EN 12966 CE certification in 2011.<br />

FY2011<br />

We continued on our path of success in FY2011. Our staff of roughly 210 achieved<br />

operating revenues of over CHF 50,0 million – marking the second best performance<br />

in our 65-year history.<br />

The signals unit saw strong demand for information systems, signs for traffic zones,<br />

and speed limiting signs. The street marking unit grew well, mainly as a result of infrastructure<br />

optimization and lengthy periods of good weather. We successfully completed<br />

large projects during the year, such as the A16 Transjurane highway, the<br />

Belchen tunnel along highway A2, and the traffic information system in Lucerne. The<br />

only strategic goals that remained unfulfilled in 2011 resulted from the strong Swiss<br />

Franc and postponement of some projects.<br />

Outlook<br />

We aim to keep pushing the successful strategy we have pursued over the last few<br />

years. Our head office in Büren a.A. and the 11 branch offices can look forward to continued<br />

success in the short term, with a positive outlook for 2012. We will bolster our<br />

sales and street marking units, with special emphasis on the growing segments – systems<br />

and solutions with electronic barriers, automated bollards, dynamic information<br />

and display systems, and parking control systems. Our order backlog includes major<br />

highway projects for the traffic signals unit and for the stage two overhaul of the<br />

Lucerne ring road, the city tangent of Berne, the six-lane expansion for Blegi-Rütihof<br />

in the canton of Zug, and for further sections of the A16 Transjurane highway.<br />

13


Company offices<br />

integra engineering india<br />

Introduction<br />

On January 3, 2011, <strong>INTEGRA</strong> <strong>Holding</strong> significantly increased its presence in India<br />

through the acquisition of a majority share of Schlafhorst Engineering (India) Ltd., following<br />

prolonged negotiations with the former promoter and a public open offer to the minority<br />

shareholders. The company founded in 1981 as Padmatex Engineering Ltd. was<br />

renamed <strong>INTEGRA</strong> Engineering India Ltd. during the year. <strong>INTEGRA</strong> Engineering has a<br />

long history of activity in the textile industry, all of which began with a German collaboration<br />

for commercial production of high-speed draw frames and autoconers. Apart from<br />

its operational activities, the company possesses large production facilities and a plot of<br />

approx. 80,000 m2 in size and also considerable cash reserves. Business activities over<br />

the last few years were drawn down to the absolute minimum, because the goals of the<br />

former majority shareholder were unclear.<br />

The <strong>INTEGRA</strong> India Group Company Ltd. (<strong>INTEGRA</strong> India), formerly Integra Hindustan<br />

Control Ltd., was founded in 1987 as a joint venture with ABB India to produce signaling<br />

relays for the safety systems of the Indian Railways. It will be merged in early 2012 into<br />

<strong>INTEGRA</strong> Engineering.<br />

Factory<br />

By combining our machining and fabrication expertise at <strong>INTEGRA</strong> Engineering with the<br />

electrical engineering and electronic assembly expertise at <strong>INTEGRA</strong> India, we aim to<br />

deliver integrated products for current and prospective customers. The newly merged<br />

company will be able to fabricate, assemble and install completely integrated apparatus<br />

and device solutions, and/or subassemblies and parts. Our main target segments are<br />

power technology, transportation systems, textile machinery as well as general industry<br />

in India and abroad. We anticipate that <strong>INTEGRA</strong> Engineering will grow continuously over<br />

the next few years and contribute significantly to the growth of the entire <strong>group</strong> over the<br />

long-term.<br />

FY2011<br />

The year 2011 was defined by major challenges and changes and thus was a tough one<br />

for the <strong>INTEGRA</strong> India Group Company. During the year we had to bear a decline of our<br />

traditional railway relay business, while at the same time we adapted our processes and<br />

focused on winning new customers requiring assembly of electro-mechanical products.<br />

14


Plano milling machine<br />

Laser cutter<br />

High speed draw frame<br />

15<br />

Engineering<br />

In spite of a fall of about 45% in revenues to CHF 2,5 million, <strong>INTEGRA</strong> India managed<br />

to again become profitable in the last quarter and delivered a much better bottom line<br />

over the prior year.<br />

Another challenge in 2011 was to give <strong>INTEGRA</strong> Engineering a new impetus by restructuring<br />

it as an engineering and manufacturing company and winning new customers. The<br />

machine shop had to be assessed, old equipment was partly overhauled or replaced, and<br />

new priorities and actions had to be put in place. We invested in equipment, including the<br />

purchase of a new CNC turning centre and a new powder coating unit due to go operational<br />

in Q1 of 2012. In addition, we hired and trained new qualified staff.<br />

Orders worth CHF 1,8 million allowed us to beat our prior year operating revenues by<br />

24%, which generated a small profit of TCHF 54. We financed the investments from<br />

leasing and interest income, supplemented by in-house funds. Company management<br />

and the board of directors focused on coming up with a new strategy for the merged<br />

company and preparing both units for the integration.<br />

Outlook<br />

Plans are to continue production of existing textile machines and pursue the spares<br />

business. A new generation of textile machines that meet current operating requirements<br />

will be launched in the fall of 2012 with relatively minimal outlay. In 2012, we will develop<br />

and introduce the high-speed draw frame with new state-of-the-art features. We will use<br />

our in-house expertise to push this business unit and optimize its profits.<br />

The merged and integrated <strong>INTEGRA</strong> Engineering company will look to grow in other<br />

fields too. In 2011, we became heavily involved in the process of intensifying our profile as<br />

an engineering and manufacturing firm. This effort is still underway, and more work is<br />

needed in marketing to entrench this profile in the market. We also need to improve and<br />

expand specific aspects of our operations expertise, such that we can reliably deliver the<br />

expected quality. We also need to define processes, install systems, and provide targeted<br />

training to our staff. In the first half of 2012, we will still be in the middle of the stepwise<br />

reorganization and integration of the two firms, and will need to invest in more equipment.<br />

Already there are signs of strong demand for powder coating, evidenced by the fact that<br />

we won several orders before the plant was even ready. Our new capabilities will enable<br />

us to also offer European firms interesting solutions and procurement options in the Indian<br />

market. We see many facets for growing the current business and are confident that<br />

<strong>INTEGRA</strong> Engineering India will grow continuously over the next few years and soon contribute<br />

significantly to the growth of the entire <strong>group</strong>.


System for reading barcodes on tubes<br />

micronic<br />

FY2011 was again a great year for growth of our own products. Production at the<br />

Philadelphia plant is now at a level where we can cover the requirements of our customers<br />

in North and South America. During the year we added a new 500 m2 cleanroom<br />

facility in Lelystad, and invested in machines and new injection molding tools.<br />

The expansion of our production capacity was to ensure competitive on time deliveries.<br />

As a business driven by innovation we invested in new products, including an amber<br />

tube for light sensitive samples and new high quality 2 ml, 4 ml and 6 ml sample storage<br />

tube.<br />

In addition to these new consumable products, we introduced a scanner and software<br />

able to read the most popular tube coding symbologies. Our success last year<br />

stemmed from the fact that we continued to invest in new products, new packaging,<br />

and made a range of qualitative improvements to our current products.<br />

Furthermore, we kept our customers satisfied by expanding and reorganizing the<br />

company.<br />

New scanner for two kinds of codes New tube with a threaded cap<br />

16


integra holding ltd.<br />

Auditor's report<br />

We have audited the consolidated financial statements of <strong>INTEGRA</strong> <strong>Holding</strong> Ltd., for the financial year ended<br />

December 31, 2011, comprising the balance sheet, statement of income, cash flow, shareholders’ equity, and<br />

notes.<br />

Responsibility of the Governing Board<br />

The governing board is responsible for the preparation of the company’s consolidated financial statements in<br />

compliance with the Swiss GAAP FER regulations and Swiss law. Furthermore, the board is required to put into<br />

place and maintain internal controls appropriate for preparing consolidated financial statements free of material<br />

misstatements arising from violations or errors. It is also responsible for selecting the accounting methods to be<br />

applied and for making reasonable estimates.<br />

Responsibility of the auditor<br />

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We<br />

conducted our audit in accordance with Swiss laws and auditing standards, which require that we plan and<br />

perform the audit to obtain reasonable assurance as to whether the consolidated financial statements are free<br />

of material misstatement.<br />

We have examined, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial<br />

statements, using our discretion on the audit procedures to identify the risks of material misstatements arising<br />

from violations or errors. We have also assessed the client’s internal controls over financial reporting, in order<br />

to identify any risks and define the scope of the audit, but not to issue an opinion on the effectiveness of the<br />

client’s system of controls. Furthermore, we also assessed the accounting principles used, significant estimates<br />

made, and the overall presentation of the consolidated financial statements. We believe that our audit provides<br />

a reasonable basis for our opinion.<br />

Auditor’s opinion<br />

In our opinion, the consolidated financial statements present fairly the Group’s assets, financial position, and<br />

profit situation on December 31, 2011, in compliance with the Swiss GAAP FER regulations and Swiss law.<br />

Reporting based on other legal regulations<br />

We hereby confirm that we meet the legal requirements for professional qualifications pursuant to R<strong>AG</strong> (Auditing<br />

Standards Act) and independence pursuant to §728 of OR (Swiss code of Obligations), and that our independence<br />

was not undermined in any manner under the existing circumstances. Furthermore, we confirm that the<br />

governing board has put internal controls in place pursuant to §728a par. 1(3) of OR and the Swiss Auditing<br />

Standard 890.<br />

We recommend approval of these consolidated financial statements<br />

St. Gallen, April 5, 2012<br />

KPMG Ltd.<br />

17<br />

Daniel Steiner<br />

Charted Accountant<br />

Head Auditor<br />

Andrea Schmid<br />

Certified Auditor


<strong>INTEGRA</strong> Group –<br />

Facts & Figures<br />

FY2011 was another good year for the<br />

<strong>INTEGRA</strong> Group. We achieved consolidated<br />

operating revenues of CHF 136,0 million,<br />

just 0,8% less than the prior year.<br />

Our consolidated net revenues rose over<br />

FY2010 by 2,2% to CHF 135,0 million.<br />

Group net income after taxes was CHF<br />

11,9 million, a drop of CHF 2,5 million<br />

over the prior year.<br />

<strong>INTEGRA</strong> Real Estate Ltd.<br />

Operating revenues reached CHF 16,0<br />

million for the first time ever, rising from<br />

just CHF 10,2 million a decade ago. We<br />

were able to extend the lease agreements<br />

with our main tenant, Siemens<br />

Mobility, through to 2020. Following significant<br />

progress in leasing commercial<br />

space in IntegraSquare, only a small proportion<br />

will be left unoccupied by mid-<br />

2012. As a result we are extremely<br />

pleased with the net income of CHF 4,9<br />

million achieved.<br />

Aquametro Group<br />

In spite of the weak Euro, the Aquametro<br />

Group performed well in 2011, marked by<br />

revenues of CHF 51,6 million and a net<br />

income of CHF 4,4 million. We achieved<br />

major growth in the markets in Asia, the<br />

Middle East, and Eastern Europe, while<br />

the domestic segment remained stable.<br />

We also launched several new products.<br />

<strong>INTEGRA</strong> Biosciences Group<br />

The <strong>INTEGRA</strong> Biosciences Group generated<br />

revenues of CHF 17,6 million in<br />

2011. Notwithstanding the difficult conditions<br />

created by turbulent exchange<br />

rates, we replicated our growth of 7%<br />

the prior year. However reduced margins<br />

lowered our EBIT to TCHF 210, which is<br />

below that of the prior year.<br />

integra <strong>group</strong><br />

Key Figures 2010 2011<br />

(in 1’000 CHF)<br />

Net turnover and other operating revenues 133’886 137’062<br />

Added value 95’398 95’439<br />

- Per employee 183 147<br />

EBITDA 27’994 27’194<br />

- Percentage of turnover 20.9% 19.8%<br />

EBIT 19’654 18’491<br />

- Percentage of turnover 14.7% 13.5%<br />

Profit after tax 12’335 10’311<br />

Investments in tangible assets 9’769 5’706<br />

Staffing Level (31.12.) 544 660<br />

Return on equity 11.0% 9.2%<br />

Return on net operating assets (RONOA) 5.9% 5.4%<br />

Equity ratio 40.6% 39.7%<br />

SIGNAL Group<br />

The SIGNAL Group had a successful year<br />

with revenues of CHF 51,7% (+6% over<br />

FY2010) and operating revenues of CHF<br />

50,2 million. We achieved operating profits<br />

of CHF 4,6 million, and net income<br />

was high at CHF 3,2 million.<br />

<strong>INTEGRA</strong> India Group<br />

<strong>INTEGRA</strong> India was badly affected by<br />

a collapse of its traditional business.<br />

However implementing new strategies<br />

we completed more orders than in the<br />

previous year to achieve revenues of CHF<br />

2,5 million. During 2011 – the business<br />

almost reached a turnaround point, with<br />

losses of only TCHF 134.<br />

18<br />

<strong>INTEGRA</strong> Engineering India<br />

<strong>INTEGRA</strong> Engineering is currently in a<br />

phase to transform the barely operational<br />

Schlafhorst unit into an engineering and<br />

manufacturing center. In FY2011, we<br />

expanded our expertise and won new<br />

customers, an effort that should bear fruit<br />

in 2012. Our revenues were CHF 1,2 million<br />

with a tiny profit of TCHF 54.


development of the company<br />

Percentage Share of<br />

FY2011 Revenue and B/S<br />

Total by Company (%)<br />

Revenue<br />

B/S total<br />

Staff Count<br />

Profitability<br />

Revenue<br />

(CHF, millions,<br />

left scale)<br />

Profit after tax<br />

in %<br />

(%, right scale)<br />

Return on Investment<br />

Return on equity<br />

Return on<br />

operating assets<br />

Equity ratio<br />

80%<br />

60%<br />

40%<br />

20%<br />

0%<br />

700<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

160<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

20%<br />

10%<br />

0%<br />

-10%<br />

-20%<br />

-30%<br />

50%<br />

40%<br />

30%<br />

20%<br />

10%<br />

19<br />

0%<br />

Aquametro<br />

Group<br />

SIGNAL<br />

Group<br />

<strong>INTEGRA</strong><br />

Biosciences<br />

Group<br />

<strong>INTEGRA</strong><br />

Engineering<br />

India Ltd.<br />

<strong>INTEGRA</strong><br />

Real Estate Ltd.<br />

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011<br />

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011<br />

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011<br />

2001<br />

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011<br />

15%<br />

10%<br />

5%<br />

0%<br />

-5%<br />

-10%<br />

-15%<br />

-20%


integra addresses<br />

<strong>INTEGRA</strong> <strong>Holding</strong> <strong>AG</strong><br />

Hammerweg 1<br />

CH-8304 Wallisellen<br />

Tel. +41 (0)43 233 30 10<br />

Fax +41 (0)43 233 30 11<br />

info@integra.ch<br />

www.integra.ch<br />

Integra Immobilien <strong>AG</strong><br />

Hammerweg 1<br />

CH-8304 Wallisellen<br />

Tel. +41 (0)43 233 30 20<br />

Fax +41 (0)43 233 30 21<br />

info@integra-immobilien.ch<br />

www.integra-immobilien.ch<br />

<strong>INTEGRA</strong> Biosciences Group<br />

<strong>INTEGRA</strong> Biosciences <strong>AG</strong><br />

Tardisstrasse 201<br />

CH-7205 Zizers<br />

Tel. +41 (0)81 286 95 30<br />

Fax +41 (0)81 286 95 33<br />

info@integra-biosciences.com<br />

www.integra-biosciences.com<br />

Aquametro Group<br />

Aquametro <strong>AG</strong><br />

Ringstrasse 75<br />

CH-4106 Therwil<br />

Tel. +41 (0)61 725 11 22<br />

Fax +41 (0)61 725 15 95<br />

info@aquametro.com<br />

www.aquametro.com<br />

Aquametro Belgium Sprl.<br />

Dallaan, 67<br />

B-1933 Sterrebeek<br />

Tel. +32 2 241 62 01<br />

Fax +32 2 216 22 63<br />

info.amb@aquametro.com<br />

www.aquametro.com<br />

Aquametro (China) Pte Ltd.<br />

Tower A, Room 2209, No.188<br />

Zhang Yang Road Tomson Centre,<br />

Post code: 200122<br />

Shanghai, China<br />

Tel. +86 215 012 6401<br />

Fax +86 215 012 6402<br />

sales.china@aquametro.com.sg<br />

www.aquametro.com<br />

20<br />

<strong>INTEGRA</strong> Biosciences Corp.<br />

2 Wentworth Drive<br />

Hudson, NH 03051, USA<br />

Tel. +1-603-578-5800<br />

Fax +1-603-577-5529<br />

contact@viaflo.com<br />

www.integra-biosciences.com<br />

Aquametro Messtechnik GmbH<br />

Kurt-Schumacher-Allee 2<br />

D-28329 Bremen<br />

Tel. +49 421 871 64-0<br />

Fax +49 421 871 64-19<br />

info.amd@aquametro.com<br />

www.aquametro.com<br />

Aquametro Korea Ltd.<br />

#501, Centrum IS Tower, 1209<br />

Jaesong-Dong, Haeundae-Gu<br />

Busan 612-050, South Korea<br />

Tel. +82 51 905 55 66<br />

Fax +82 51 905 55 69<br />

aquametro@korea.com<br />

www.aquametro.co.kr<br />

Aquametro (S.E.A.) Pte Ltd.<br />

190 Woodlands Industrial Park E5<br />

#07-15, Woodlands Bizhub<br />

Singapore 757516<br />

Tel. +65 6899 1980<br />

Fax +65 6899 2972<br />

sales.china@aquametro.com.sg<br />

www.aquametro.com<br />

Representative Offices:<br />

Japan, Dubai


SIGNAL Group<br />

SIGNAL <strong>AG</strong><br />

Industriezone kleine Ey<br />

CH-3294 Büren a/Aare<br />

Tel. +41 (0)32 352 11 11<br />

Fax +41 (0)32 352 11 01<br />

info@signal.ch<br />

www.signal.ch<br />

<strong>INTEGRA</strong> Engineering India Ltd.<br />

Post Box No. 55<br />

Chandrapura Village<br />

Taluka: Halol - 389 350<br />

District: Panchmahals, Gujarat<br />

India<br />

Tel. +91 2676 221870<br />

Fax +91 2676 220887<br />

info@integraengineering.in<br />

www.integraengineering.in<br />

Micronic B.V.<br />

Platinastraat 51<br />

NL-8200 AP Lelystad<br />

Tel. +31 320 27 70 77<br />

Fax +31 320 27 70 88<br />

info@micronic.ch<br />

www.micronic.ch<br />

21<br />

Segnaletica Mordasini SA<br />

Via Morobbia 18<br />

CH-6512 Giubiasco<br />

Tel. +41 (0)91 857 58 92<br />

Fax +41 (0)91 857 78 34<br />

segnaleticamordasini@bluewin.ch


<strong>INTEGRA</strong> <strong>Holding</strong> <strong>AG</strong><br />

Hammerweg 1<br />

CH-8304 Wallisellen<br />

www.integra.ch<br />

Graphic design: aaa-design, Arbenz-Ambühl

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