Annual Report 2006 (PDF) - Schulthess Group
Annual Report 2006 (PDF) - Schulthess Group
Annual Report 2006 (PDF) - Schulthess Group
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<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
Content<br />
<strong>Schulthess</strong> <strong>Group</strong> – a dynamic enterprise<br />
Core activities of the <strong>Schulthess</strong> <strong>Group</strong> 2<br />
Brief overview of <strong>2006</strong> 4<br />
Key figures 5<br />
Editorial 6<br />
Environment and Ecology 10<br />
Social responsibility 12<br />
<strong>Schulthess</strong> <strong>Group</strong> – a survey of the group<br />
Heating/Cooling Technology 15<br />
Washing Technology 21<br />
Corporate Governance 24<br />
<strong>Schulthess</strong> <strong>Group</strong> – the group in figures<br />
Consolidated balance sheet 34<br />
Consolidated income statement 35<br />
Consolidated cash flow statement 36<br />
Consolidated statement of changes in equity 37<br />
Notes to the consolidated financial statements 38<br />
<strong>Report</strong> of the group auditors 61<br />
<strong>Schulthess</strong> <strong>Group</strong> – visionary tradition<br />
Milestones 66<br />
Companies of the <strong>Schulthess</strong> <strong>Group</strong> 67<br />
Financial calendar 68<br />
Investor Relations 68<br />
<strong>Schulthess</strong> <strong>Group</strong> – the holding in figures<br />
Balance sheet 62<br />
Income statement 62<br />
Notes to the financial statements 63<br />
Proposed appropriation of available earnings 64<br />
<strong>Report</strong> of the statutory auditors 65
<strong>Schulthess</strong> <strong>Group</strong> Core activities 2<br />
Core activities of the <strong>Schulthess</strong> <strong>Group</strong><br />
The core activities of the <strong>Schulthess</strong> <strong>Group</strong> are the development, manufacture<br />
and distribution of products and services in two divisions:<br />
Heating and Cooling Technology and Washing Technology<br />
Genvex A/S<br />
Haderslev/DK<br />
Schulhess Maschinen AG<br />
Wolfhausen/CH<br />
Production plants of the <strong>Schulthess</strong> <strong>Group</strong><br />
Division: Washing Technology | Heating/Cooling Technology and Ventilation<br />
KKT Kraus Kälteund<br />
Klimatechnik GmbH<br />
Lauf a. d. Pegnitz/DE<br />
Alpha-Innotec GmbH<br />
Kasendorf /DE<br />
Heating and Cooling<br />
Technology Division<br />
This division of the <strong>Schulthess</strong> <strong>Group</strong> focuses<br />
on the development, production and international<br />
distribution of heat pumps, commercial<br />
and industrial cooling and air-conditioning<br />
units, and controlled ventilation systems. The<br />
rapidly growing emphasis on the importance<br />
of renewable energy sources, of which these<br />
systems and products are classic examples,<br />
has contributed to an impressive breakthrough<br />
for the <strong>Group</strong> in recent years, especially<br />
in Europe. The European markets are<br />
just beginning to take off. We can therefore<br />
predict with confidence that these products<br />
and systems will continue to have considerable<br />
growth and sales potential.<br />
Heat pumps are heating units that are used<br />
primarily in heating systems for detached<br />
homes and apartment buildings, but also<br />
increasingly in commercial premises.<br />
Three-quarters of the heat is produced from<br />
renewable sources – from ground heat, air<br />
or water, depending on the system. Heat is<br />
extracted from the source and converted by<br />
the heat pump into a form which the system<br />
can use to heat rooms or hot water. Sales are<br />
strongest in central and northern Europe, and<br />
there is steadily growing interest in southern<br />
and eastern Europe.<br />
The Cooling and Air-conditioning segment<br />
develops and manufactures air-conditioning,<br />
cooling and ventilation systems for use<br />
in medical equipment, laboratories and<br />
operating theatres, in telecommunications<br />
(e.g. in main frame computers and servers),<br />
in the food industry, refineries, shops, etc. In<br />
addition to standard cooling units, there are<br />
numerous requests for individually designed<br />
and manufactured custom systems. The<br />
market for the systems, units and products of<br />
this division is worldwide.
<strong>Schulthess</strong> <strong>Group</strong> Core activities 3<br />
In many European countries, house-building<br />
projects are increasingly being obliged to<br />
comply with ultra-low energy standards and<br />
air-tightness norms. This leads to a growing<br />
demand for internal ventilation systems for<br />
these buildings. Controlled residential ventilation<br />
can provide a pleasant living environment<br />
in closed spaces, and tackle humidity- and<br />
allergy-related problems. The technology<br />
of these advanced systems with immense<br />
potential is based on the same heat pump<br />
principles. Sales are concentrated in northern<br />
Europe and growing steadily in central Europe.<br />
Alpha-Innotec GmbH, the heat pump production<br />
facility, is based in Kasendorf, Germany.<br />
KKT-Kraus Kälte- und Klimatechnik GmbH in<br />
Lauf an der Pegnitz, Germany, specializes in<br />
the development and production of cooling<br />
and air-conditioning equipment. Systems<br />
and appliances for controlled residential<br />
ventilation are manufactured by Genvex A/S in<br />
Haderslev, Denmark.<br />
The following <strong>Group</strong> companies also belong<br />
to the Heating and Cooling Technology<br />
Division:<br />
• Alpha-Innotec GmbH, Kasendorf, Germany<br />
• Novelan GmbH, Kasendorf, Germany<br />
• KKT - Kraus Kälte- und Klimatechnik GmbH,<br />
Lauf a. d. Pegnitz, Germany<br />
• Genvex A/S, Haderslev, Denmark<br />
• Calmotherm AG, Altishofen, Switzerland<br />
• Novelan AG, Bereich Siemens Wärmepumpen,<br />
Dällikon, Switzerland<br />
Washing Technology<br />
Division<br />
In washing technology, the <strong>Schulthess</strong> <strong>Group</strong><br />
is a leading manufacturer of automatic<br />
washing machines and dryers in the domestic,<br />
commercial and industrial segments. It<br />
pursues a clearly focused premium strategy<br />
as regards products, quality and pricing, and<br />
is positioned at the top end of the market.<br />
An important element of its product strategy<br />
is the emphasis on ecological responsibility.<br />
Long product life, energy efficiency and the<br />
use of high-quality materials underpin all<br />
product development.<br />
In the household appliance segment, which<br />
generates the highest volumes and sales, the<br />
<strong>Group</strong> manufactures and distributes washing<br />
machines and dryers both for individual households<br />
(detached homes or owner-occupied<br />
apartments) and for apartment buildings.<br />
The commercial and industrial appliances<br />
(wash extractors and commercial dryers,<br />
together with a commercial range of rotary<br />
and flat-bed irons) is geared towards the<br />
requirements of commercial firms, hotels,<br />
residential homes and hospitals.<br />
On its home market in Switzerland, the<br />
Washing Technology Division is present in all<br />
market segments. Sale is made through own<br />
subsidiaries allover Switzerland. Our division<br />
has a significant share of the market in all<br />
segments in Switzerland, and is one of the<br />
leading suppliers.<br />
In international sales, the Washing Technology<br />
Division concentrates on the commercial and<br />
industrial segments as well as communal<br />
laundries. The division has independent<br />
importers or private label representatives in<br />
all European countries. The Austrian market is<br />
served by a group-owned sales subsidiary.<br />
All the division’s domestic and commercial<br />
laundry appliances are manufactured in<br />
Wolfhausen, Switzerland.<br />
The Washing Technology Division is made<br />
up of the following <strong>Group</strong> companies:<br />
• <strong>Schulthess</strong> Maschinen AG, Wolfhausen,<br />
Switzerland<br />
• Merker AG, Dällikon, Switzerland<br />
• Novelan AG, Bereich Haushalt, Dällikon,<br />
Switzerland<br />
• <strong>Schulthess</strong> Maschinen GmbH, Vienna,<br />
Austria
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<strong>Schulthess</strong> <strong>Group</strong> Brief overview of <strong>2006</strong> Max M. Müller 4<br />
CFO<br />
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Brief overview of <strong>2006</strong><br />
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Sales in million CHF<br />
Cash flow in million CHF<br />
01.01.<strong>2006</strong> 31.12.<strong>2006</strong><br />
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SPI<br />
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<strong>Group</strong> sales<br />
For the first time in the company‘s history,<br />
sales topped the CHF 300 million mark: over<br />
CHF 306 million compared with CHF 184<br />
million in 2005. This was equivalent to an<br />
increase of 66 %.<br />
Sales in the Heating/Cooling Technology<br />
Division stood at more than CHF 184 million<br />
(2005: CHF 64 million). This massive increase<br />
was accounted for by organic growth of CHF<br />
57 million and acquired growth of CHF 63<br />
million. The major share of organic growth<br />
was generated by heating technology and<br />
our main product, heat pumps. In the cooling<br />
technology sector, KKT Kraus Kälte- und Klimatechnik<br />
was consolidated for the first time<br />
and reported sales of CHF 63 million.<br />
The Washing Technology Division increased<br />
sales slightly from CHF 120 million to CHF 122<br />
million.<br />
Material costs<br />
As a percentage of sales, the cost of materials<br />
rose from 35.2 % to 41.1 %. This was accounted<br />
for by the Heating/Cooling Technology<br />
Division. Vigorous growth in this division<br />
pushed up material costs disproportionately<br />
because Heating/Cooling Technology<br />
generates slightly lower value added than the<br />
Washing Technology Division.<br />
Personnel costs<br />
On average throughout <strong>2006</strong>, the <strong>Schulthess</strong><br />
<strong>Group</strong> had 951 employees, which translates<br />
into an increase of 54 %. Personnel costs for<br />
<strong>2006</strong> amounted to CHF 80.4 million (+ CHF<br />
23.7 million). This development too was a<br />
result of the strong growth in the Heating/<br />
Cooling Technology Division. In order to avoid<br />
delivery bottlenecks, employees put in more<br />
overtime and we took on temporary staff.<br />
Advertising costs<br />
We ramped up advertising in Europe‘s most<br />
important heat pump markets in order to<br />
boost penetration. Advertising costs amounted<br />
to CHF 13 million, or 4.3 % of <strong>Group</strong> sales.<br />
Operating profit (EBIT) and<br />
net profit<br />
EBIT was up from CHF 24.9 million (2005)<br />
to CHF 46.4 million (<strong>2006</strong>), or by 86.6 %.<br />
The Heating/Cooling Technology Division<br />
contributed more than CHF 30 million of this<br />
figure. Washing Technology improved its EBIT<br />
by almost CHF 17 million. The EBIT margin was<br />
thus over 15 %.<br />
The increase in net profit was likewise impressive<br />
and the operating margin stood at 10.5 %.<br />
This generated a net profit of more than CHF<br />
32 million.<br />
Key balance sheet figures<br />
Vigorous growth also resulted in sharp increases<br />
in both current and fixed assets. Total assets<br />
on 31 December <strong>2006</strong> stood at CHF 213 million<br />
(2005: CHF 174 million). Shareholders‘ equity<br />
continues to account for more than 60 % of<br />
total assets. Liquid assets amounted to more<br />
than CHF 13 million on 31 December <strong>2006</strong>.<br />
Investments<br />
The <strong>Schulthess</strong> <strong>Group</strong> made another round<br />
of major investments in production facilities<br />
in <strong>2006</strong>. A new factory is currently under<br />
construction at our heat pump production<br />
headquarters in Kasendorf (Germany), which<br />
will push up production capacity fourfold.<br />
The investments in washing technology are<br />
mainly designed to boost productivity. All in<br />
all, CHF 19 million were invested in property,<br />
plant and equipment and intangible assets<br />
in <strong>2006</strong>.
<strong>Schulthess</strong> <strong>Group</strong> Finances Key figures 5<br />
Key figures 2004 –<strong>2006</strong><br />
Sales 306,602 184,536 165,330<br />
Operating cash flow EBITDA 54,703 30,584 25,376<br />
as % of sales 17.8 % 16.6 % 15.3 %<br />
Operating profit EBIT 46,391 24,861 20,439<br />
as % of sales 15.1 % 13.5 % 12.4 %<br />
Profit for the year (EAT) 32,265 18,302 16,124<br />
as % of sales 10.5 % 9.9 % 9.8 %<br />
Total assets 213,624 174,085 137,112<br />
Current assets 108,853 84,150 72,897<br />
as % of total assets 51.0 % 48.3 % 53.2 %<br />
Non-current assets 104,771 89,935 64,215<br />
as % of total assets 49.0 % 51.7 % 46.8 %<br />
Short-term liabilities 66,540 47,689 33,164<br />
as % of total assets 31.1 % 27.4 % 24.2 %<br />
Long-term liabilities 17,561 21,638 14,615<br />
as % of total assets 8.2 % 12.4 % 10.7 %<br />
Shareholders‘ equity 129,523 104,758 89,333<br />
as % of total assets 60.6 % 60.2 % 65.2 %<br />
Return on Equity (ROE) in % 27.5 % 18.9 % 19.4 %<br />
CAPEX and acquisitions, net 18,890 33,711 5,452<br />
as % of operating cashflow EBITDA 34.5 % 110.2 % 21.5 %<br />
Number of employees 951 618 587<br />
Sales per employee (in CHF) 322,400 298,602 281,652<br />
Number of registered shares 1,062,500 1,062,500 1,062,500<br />
Earnings per share EPS (in CHF) 30.37 17.23 15.18<br />
Price/earning ratio 28.75 18.87 11.82<br />
EBITDA per share (in CHF) 51.49 28.78 23.88<br />
Price/EBITDA ratio 16.96 11.29 7.51<br />
Dividend per registered share (in CHF) 12.00 8.00 7.00<br />
Pay-out ratio 39.52 % 46.44 % 46.13 %<br />
Shareholders‘ equity per share (in CHF) 121.90 98.60 84.08<br />
Closing price (in CHF) 873.00 325.00 179.30<br />
High (in CHF) 884.00 336.00 179.80<br />
Low (in CHF) 322.00 176.00 120.00<br />
Market capitalization (in CHF 1,000) 927,563 345,313 190,506<br />
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<strong>Schulthess</strong> <strong>Group</strong> Editorial Rudolf Kägi Artur Rodecker 6<br />
Chairman CEO<br />
Dynamic growth and high profitability<br />
The <strong>Schulthess</strong> <strong>Group</strong> continues to grow rapidly, with sales climbing<br />
steeply once again. Operating results were above expectations and<br />
the <strong>Group</strong> is poised to develop successfully and highly profitably in<br />
the years ahead.<br />
Dear Shareholders<br />
Our <strong>Group</strong> continues to grow vigorously and profitability<br />
too is developing extremely positively.<br />
The Heating/Cooling Technology Division has played a<br />
decisive role in the <strong>Group</strong>‘s development and for the first<br />
time ever, sales and profits during the year under review<br />
accounted for the lion‘s share of <strong>Group</strong> figures. Against<br />
a positive economic backdrop and growing acceptance<br />
for low-energy-consumption heating systems, the Heating/Cooling<br />
Technology Division established itself as the<br />
fastest-growing business unit in our <strong>Group</strong>. The Washing<br />
Technology Division operates in saturated markets and, as<br />
a result, only posted a slight improvement. However, there<br />
are many important synergies between the two divisions in<br />
supply management, production and distribution/marketing,<br />
which can be further developed.<br />
<strong>Group</strong> sales rose from CHF 184 million in 2005 to CHF 306<br />
million. This increase of CHF 122 million is equivalent to a<br />
percentage increase of 66 %. Of this figure, CHF 59 million<br />
was achieved through organic growth, while KKT Kraus<br />
Kälte- und Klimatechnik, which was acquired with effect<br />
from 1 January <strong>2006</strong>, accounted for the remaining CHF 63<br />
million. With CHF 184 million, or 187 %, the Heating/Cooling<br />
Technology Division generated most of the growth.<br />
The remainder was achieved by the Washing Technology<br />
Division. EBIT rose from CHF 24.9 million to CHF 46.4<br />
million, which is equivalent to an EBIT margin of 15.1 %<br />
(2005: 13.5 %). Net profit, too, was up markedly from CHF<br />
18.3 million to CHF 32.3 million, which represents a net<br />
profit margin of 10.5 % and exceeded our expectations.<br />
Dynamic development<br />
in the Heating/Cooling Technology<br />
Division<br />
The Heating/Cooling Technology Division comfortably<br />
exceeded budgeted growth figures in its heating technology,<br />
cooling technology and ventilation segments.<br />
Heat pump applications have turned to be a reliable<br />
guarantee of growth. The high prices of gas and oil, both<br />
of which are subject to massive fluctuation, combined with<br />
an increasingly unstable geopolitical situation, were instrumental<br />
to the disproportionately high increase in heat<br />
pump sales in Germany and France. In the second and third<br />
quarters of <strong>2006</strong>, this led to major production bottlenecks<br />
with relatively long lead times.<br />
At our Alpha-Innotec GmbH factory in Kasendorf, Germany,<br />
work is proceeding full speed ahead to increase<br />
available production capacity fourfold by spring 2007 and<br />
to establish modernized, partially automated production<br />
processes that will give us even greater flexibility when<br />
dealing with existing market circumstances.<br />
As an all-round supplier, Alpha-Innotec overhauled its<br />
entire range of geothermal heat pumps in <strong>2006</strong>. As a<br />
result, the Heating/Cooling Technology Division now has a<br />
market-leading, state-of-the-art product line in the range<br />
up to 33 kW, which is equally suitable for new housing<br />
starts and renovations.<br />
In the controlled residential ventilation segment, Genvex<br />
A/S in Haderslev, Denmark, also reported an encouraging<br />
year. Controlled ventilation is being used increasingly in<br />
modern buildings throughout Europe. There are three main<br />
reasons for this: to maintain property value; to increase<br />
comfort; and to comply with regulations issued by the EU<br />
and individual legislations. Genvex is successfully positioned<br />
in the premium segment and supplies multifunctional<br />
systems that are able to exchange, heat and cool air, and<br />
supply hot water, all with a single unit.<br />
The growth in sales was achieved by a concerted expansion<br />
of international distribution structures and a notable<br />
improvement in the company‘s market position in Denmark.<br />
Economies of scale and improvements in production<br />
processes have significantly improved profitability.
<strong>Schulthess</strong> <strong>Group</strong> Editorial Rudolf Kägi Artur Rodecker 7<br />
Chairman CEO<br />
Cooling and air-conditioning technology operations, which<br />
were acquired on 1 January <strong>2006</strong> with the KKT Kraus<br />
Kälte- und Klimatechnik GmbH company in Lauf, Germany,<br />
were integrated in the <strong>Schulthess</strong> <strong>Group</strong> last year. An<br />
increased willingness on the part of industry to make<br />
capital investments again has had a very positive influence<br />
on both the company‘s fields of activity. Sales of custommade<br />
cooling units, which are distributed worldwide<br />
through OEM partners, have been particularly encouraging.<br />
The custom systems unit acquired and completed<br />
a significant number of major orders both at home and<br />
abroad. In its first year as a member of the <strong>Group</strong>, the<br />
company reached all its sales targets and clearly exceeded<br />
its profit targets.<br />
Washing Technology reports slight<br />
increase<br />
The Washing Technology Division, whose main market is<br />
Switzerland, reported slight growth last year. Sales were<br />
up minimally by 1.5 % compared with 2005. EBIT, too, was<br />
up nominally on the previous year. We have introduced<br />
a concerted package of measures to generate stronger<br />
growth and continue to assign high importance to profitability<br />
in this division. The launch of a new generation<br />
of household washing machines and driers in <strong>2006</strong> will<br />
provide the basis for expansion of its markets. The major<br />
strengths of the new models are ease of operations, convenience<br />
and intelligence, and they are designed for use in<br />
private homes and apartment building laundry rooms.<br />
Sales of the new semi-professional ProLine series developed<br />
in 2005 also showed encouraging growth.<br />
Prices and conditions in our export markets remained<br />
stiffly competitive, and we failed to achieve our targets.<br />
Sales in some countries were actually down, and we intend<br />
to rectify this situation in the course of 2007.<br />
Rudolf Kägi<br />
Chairman and Delegate<br />
of the Board of Directors<br />
Artur Rodecker<br />
CEO
<strong>Schulthess</strong> <strong>Group</strong> Editorial Rudolf Kägi Artur Rodecker 8<br />
Chairman CEO<br />
Stock price<br />
After the massive increases in our share price of previous<br />
years, we expected things to proceed at a somewhat more<br />
leisurely pace last year. However, continued positive sentiment<br />
on the equity markets and in the economy, together<br />
with a boom in heat pumps, showed that our business<br />
plans had been somewhat conservative. Price increases<br />
were significantly higher than expected, which did not go<br />
unnoticed by investors. With a stock growth of over 168 %<br />
and a stock value of CHF 873 as per 31 December <strong>2006</strong> our<br />
stock has been a veritable outperformer. Over a twelvemonth<br />
period, we were the third-best stock in the SPI.<br />
Even in a five-year comparison of all SPI stocks, <strong>Schulthess</strong><br />
can be found up at the forefront. This demonstrates the<br />
sustainability of our company‘s development and at the<br />
same time proves that the <strong>Schulthess</strong> <strong>Group</strong> has been<br />
transformed into a dynamic growth corporation. This,<br />
too, is how we see our task and will be sticking to our aim<br />
of generating sustainable growth both organically and<br />
through acquisitions, while maintaining and increasing the<br />
company‘s profitability.<br />
Outlook 2007<br />
The Heating/Cooling Technology Division‘s continued<br />
dynamic growth will serve to accentuate its importance to<br />
the <strong>Schulthess</strong> <strong>Group</strong> as a whole.<br />
The main priority in the heat pump sector will be to expand<br />
our international markets with a view to maintaining the<br />
pace of future growth.<br />
Expansion of production capacity will be our first priority.<br />
The attendant improvement in productivity will enable us<br />
to offset increases in the price of raw materials like steel<br />
and alloys and other components, which in turn will keep<br />
us internationally successful.<br />
In the Washing Technology Division, we will need to make<br />
more concerted efforts to establish a stronger foothold in<br />
international markets with a selective product range and<br />
to introduce further rationalization measures to keep us<br />
competitive.<br />
Sincere thanks<br />
We should like to thank our investors in the name of<br />
the <strong>Group</strong> for their loyalty to our company. Through our<br />
dividend policy, we intend to give them a fitting share of<br />
our success.<br />
We should also like to thank our many customers in<br />
Europe who have shown their trust in us and bought our<br />
products, directly contributing to this positive result.<br />
Finally, and very especially, we should like to offer our<br />
sincere thanks to our employees, whose commitment and<br />
hard work have contributed so much towards the successful<br />
development of our company.<br />
Rudolf Kägi Artur Rodecker<br />
Chairman and Delegate CEO<br />
of the Board of Directors
<strong>Schulthess</strong> <strong>Group</strong> Environment and Prof. Dr. Wagner 10<br />
Ecology<br />
Future applications of renewable energy<br />
to water and space heating<br />
Sales figures for heat pumps have risen meteorically in recent years. No doubt the<br />
trend has been spurred by significant rises in oil and gas prices. However, the underlying<br />
reasons are this technology‘s increasingly high profile, and an awareness of its<br />
efficiency, environmental friendliness and cost effectiveness. Heat pump technology<br />
has been innovative for decades.<br />
Professor Ulrich<br />
Wagner, D. Eng.<br />
Chair of Energy<br />
Management and<br />
Application Engineering,<br />
Munich Technical<br />
University<br />
Independent expert Prof. Dr. Ing. Ulrich Wagner<br />
looks at the qualities which distinguish the<br />
heat pump from other regenerative technology<br />
options and from cogeneration and discusses<br />
further developments that may be expected.<br />
End-consumption of energy for space heating<br />
accounts for around 30 % of the energy<br />
balance sheet. The main energy sources for<br />
space heating are oil and gas plus, to a lesser<br />
extent, coal-fired remote heating systems and<br />
electric heating plant, including heat pumps.<br />
The ambitious policy targets now being set<br />
to cut CO2 emissions pose major challenges<br />
to every energy application, especially space<br />
heating. Further technical improvements in<br />
the heating of buildings, and successive modernization<br />
of heating systems, can achieve<br />
significant reductions.<br />
The heat pump of today is a highly developed<br />
technical system, tried over many years, using<br />
low-temperature heat from solar energy. The<br />
same process has been used for many decades,<br />
in hundreds of millions of cooling plants.<br />
Energy is input to compress a coolant boiling<br />
at low temperature. This allows the use of<br />
ambient air, geothermal sources, groundwater<br />
(and sometimes also waste heat such as flue<br />
gas), which would otherwise be unusable.<br />
This is how the main regenerative energy<br />
sources are exploited. Geothermal sources<br />
and groundwater store solar energy and break<br />
the interdependency of supply and demand.<br />
The main advantages of heat pumps can be<br />
summarized as follows:<br />
• High energy efficiency<br />
• Diversification of primary energy sources<br />
used for space heating. This is important<br />
to energy policy, because it draws on the<br />
whole spectrum of energy sources in the<br />
power generation mix<br />
• No emissions at place of use<br />
• Very long lifetime with relatively low maintenance<br />
costs<br />
• No space taken up with tanks and chimneys<br />
• The heat pump can be used to provide<br />
monovalent or monoenergetic heating<br />
systems; there is no need for an auxiliary<br />
system.<br />
Alternative options<br />
One of the most exciting possible uses of<br />
renewable energy in our latitudes is solar<br />
low-temperature heat generation. A broad<br />
range of simple solar panels already exists on<br />
the market (e.g. for swimming pool heating).<br />
These range from ordinary panels (typically<br />
to provide hot water) to costlier vacuum<br />
tube systems (to boost hot water and space<br />
heating).<br />
A plant for solar-supported water heating<br />
normally consists of a panel, which heats the<br />
hot water tank via an additional inbuilt heat<br />
exchanger. A conventional boiler provides<br />
the supply at times when incoming radiation<br />
or buffer storage prove insufficient to meet<br />
demand.
<strong>Schulthess</strong> <strong>Group</strong> Environment and Prof. Dr. Wagner 11<br />
Ecology<br />
If boost heating is required in addition to<br />
solar-powered hot water, the necessary panel<br />
surface can be estimated at around 1 sq. m<br />
per 10 sq. m of active area. This makes a<br />
10 –30 % heating boost possible, assuming<br />
that the contribution to hot water supply is<br />
unaltered at 60–80 %.<br />
Solar power plants have now reached a high<br />
technical level and will cross the economic<br />
viability threshold if oil prices continue to rise.<br />
The combustion of biogenic energy sources<br />
releases only the quantity of CO2 which<br />
was taken from the atmosphere during the<br />
growth of the plant. This form of energy use<br />
is therefore CO2-neutral, apart from losses<br />
during preparation of the fuel and transport<br />
to the place of use. Technical systems for<br />
biogenic energy sources are now available in<br />
many forms: from fi rewood-burning stoves to<br />
central heating with wood pellet-fi red boiler<br />
and fully-automated equipment. The market<br />
offers a wide range.<br />
There are also plants for cogeneration of heat<br />
and power. These are usually fi red by natural<br />
gas and are therefore non-regenerative (apart<br />
from biogas and biofuel plants), but I mention<br />
them here because of their high public<br />
profi le. They generate electricity and heat<br />
simultaneously. The heat is usually not suffi<br />
cient to meet the entire electricity and heat<br />
requirement of a building, but can be fl exibly<br />
dimensioned to operate in tandem with the<br />
grid and a conventional heating system. The<br />
typical dimensioning is around 30 % of maximum<br />
heat output. This meets around 70 % of<br />
annual heating requirements, the rest being<br />
produced via a conventional system.<br />
In conclusion<br />
Thus a geothermal probe heat pump can<br />
achieve energy savings of around 30 % on a<br />
modern low-temperature oil-fi red boiler and<br />
15 % on the newest gas condensing central<br />
heating boiler. Compared with older heating<br />
systems, savings are even higher, up to<br />
50 %. At current fuel prices, the investment is<br />
written off after a few years only. Rising gas<br />
and oil prices further enhance the cost-effectiveness<br />
of heat pumps.<br />
Primary energy<br />
1 ⁄3 electricity<br />
+<br />
2 ⁄3 renewable energy from<br />
air or<br />
water or<br />
geothermal heat<br />
While the development of the heat pump is<br />
already very advanced, it is far from complete.<br />
Thus, for example, there is room for further<br />
improvement of the plant components. Modifi<br />
ed control systems and combined units for<br />
heating, hot water, ventilation and possibly<br />
cooling can increase effi ciency and benefi ts<br />
further. In future, reversible heat pumps might<br />
cater for the growing need for cooling in offi ce<br />
and residential buildings.<br />
In view of the qualities I have described, the<br />
heat pump will further increase its market<br />
share and make a signifi cant contribution to<br />
energy saving and CO2 reduction.<br />
Alpha-Innotec<br />
heat pump with<br />
– heeting<br />
– hot water<br />
– ventilation
<strong>Schulthess</strong> <strong>Group</strong> Social responsibility Felix Kolb 12<br />
Human Ressources<br />
Basic and further training<br />
as a corporate endeavour<br />
All basic and further training activities undertaken by the <strong>Schulthess</strong> <strong>Group</strong> are part of its staff policy, which is itself<br />
derived from the company‘s overall policy. The education and training initiatives are ambitious, and geared to corporate<br />
issues and needs.<br />
Felix Kolb<br />
Human Ressources<br />
Michèle Baltensperger<br />
Human Ressources<br />
The importance of qualified<br />
staff for corporate success<br />
A company‘s competitiveness depends largely<br />
on the extent to which it succeeds in achieving<br />
product and process innovation through<br />
the development of new products and the<br />
intelligent application of new technologies,<br />
as well as organization and management<br />
methods. The capacity for innovation is, in the<br />
main, determined by the availability of the<br />
necessary knowledge and expertise at various<br />
operational levels. The filling of job vacancies<br />
and the implementation of a basic and further<br />
training programme are crucial to the building<br />
up of these resources.<br />
Decentralized training<br />
structure<br />
The <strong>Schulthess</strong> <strong>Group</strong> consists of separate,<br />
largely autonomous units, which are organized<br />
as classic SMEs. And so the SME spirit<br />
pervades the whole group, and lends the<br />
organization flexibility, drive and innovativeness.<br />
Our approach to basic and further training<br />
is likewise decentralized. Each subsidiary<br />
determines its own training programme in the<br />
light of local conditions and requirements. The<br />
variations in specific expertise in the different<br />
companies can be taken into consideration<br />
and built into the training of skilled specialists.<br />
The <strong>Schulthess</strong> <strong>Group</strong> focuses on three<br />
main areas in its training programmes: the<br />
training of apprentices, the integration of new<br />
entrants, and the targeted development of<br />
existing staff.<br />
Apprentice training<br />
Through the training of apprentices, the<br />
<strong>Schulthess</strong> <strong>Group</strong> accepts its social responsibility,<br />
and helps create a pool of highly<br />
qualified, industry-specific specialists. Apprenticeships<br />
are offered exclusively in areas<br />
where the individual firms offering places<br />
have a particular expertise. In this way a high<br />
standard of training can be guaranteed. By<br />
adopting the rotation principle, which allows<br />
apprentices to familiarize themselves with<br />
different departments within a particular organization,<br />
we can ensure an all-round training<br />
that promotes understanding of corporate<br />
interrelationships. The apprentice gains a<br />
knowledge of the possible job opportunities<br />
and can plan his or her future career path.<br />
Our policy of targeting apprentices from<br />
the local community upgrades the area and<br />
makes it less likely that young people move<br />
away in search of work.<br />
Induction programme<br />
A company relies not only on the human resources<br />
it develops in-house, but also on the<br />
wider employment market. These new recruits<br />
bring with them valuable know-how, ideas and<br />
experience from other sectors, cultures and<br />
companies. In order to realize their full potential,<br />
they need to acquire the skills necessary<br />
for a specific industry as well a knowledge of<br />
the processes, procedures and culture peculiar<br />
to a specific company. Our comprehensive<br />
induction programmes for all new employees<br />
merge existing skills with the requirements<br />
of their new situation. The programmes may<br />
last several weeks and may include areas not<br />
directly related to their immediate role in the
<strong>Schulthess</strong> <strong>Group</strong> Social responsibility Felix Kolb 13<br />
Human Ressources<br />
organization. This transfer of know-how gives<br />
new entrants a sound basis for making full use<br />
of their skills in their respective organization.<br />
Staff development<br />
The appointment of new staff is only one<br />
way of improving collective knowledge, but<br />
the further training of employees who have<br />
been with the company for years is at least as<br />
important. For this reason we strongly encourage<br />
and support professional and personal<br />
development for all our staff.<br />
There are three stages to the process. In<br />
the first phase, we identify development<br />
opportunities and activities. At the same time,<br />
if necessary, we offer career advice, reviewing<br />
and updating the goals identified on an<br />
annual basis. The second phase is the actual<br />
training. The <strong>Schulthess</strong> <strong>Group</strong> considers the<br />
duration and cost implications on a case-bycase<br />
basis. The third phase is the practical<br />
application of newly acquired knowledge. This<br />
is achieved principally through the extension<br />
of existing responsibilities or by the move to a<br />
new role within the group.<br />
All these initiatives are of vital importance<br />
for the companies, because employees who<br />
continually update their knowledge, and<br />
whose potential is fully realized, make a<br />
decisive contribution to the achievement of<br />
corporate goals.
<strong>Schulthess</strong> <strong>Group</strong> Heating/Cooling Heinz Weggel 15<br />
Technology Division Alpha-Innotec GmbH<br />
Heating/Cooling Technology Division<br />
posts rapid growth<br />
The Heating/Cooling Technology Division can look back on a remarkably successful year, with an increase in sales<br />
of 187 % and EBIT growth of 213 %. This means that for the first time the results of the Heating/Cooling Technology<br />
Division have excelled those of the Washing Technology Division. The <strong>Schulthess</strong> <strong>Group</strong> will continue to focus on the<br />
Heating/Cooling Technology Division because it has considerable long-term potential.<br />
For some years now already, in response<br />
to market assessments and forecasts, the<br />
<strong>Schulthess</strong> <strong>Group</strong> has focused its corporate<br />
strategy on the Heating/Cooling Technology<br />
Division. Developments and results of the<br />
past few years, and particularly in <strong>2006</strong>, are<br />
unequivocal: the strategy has proven to be<br />
astute and is now paying off.<br />
Nevertheless, we are still very much at the<br />
beginning. The market potential has grown<br />
considerably, particularly in Europe. For this<br />
reason, the <strong>Schulthess</strong> <strong>Group</strong> will continue to<br />
push ahead with expansion of the Heating/<br />
Cooling Technology Division. Apart from this,<br />
the <strong>Schulthess</strong> <strong>Group</strong> intends to establish<br />
itself as a leading provider in all its markets.<br />
In its Heating/Cooling Technology Division,<br />
the <strong>Schulthess</strong> <strong>Group</strong> concentrates on<br />
three main areas: heating technology (main<br />
products: heat pumps) – cooling technology<br />
– controlled ventilation.<br />
All business areas performed over average<br />
in <strong>2006</strong>, wheras heat pump sales and profits<br />
rose overproportional.<br />
Heating technology<br />
Heat pump markets expanding at full speed<br />
The market for heat pumps in Europe has<br />
developed way beyond expectations.<br />
Estimates were forecasting average market<br />
growth of approx. 30 % in Europe<br />
Sales figures in Germany have literally exploded<br />
(approx. 140 % market growth, or around<br />
43,000 new units). With a 20-25 % market<br />
share in the new housing sector, the heat<br />
pump has established itself as the heating<br />
system of the future in Germany once and for<br />
all.<br />
Growth rates even in relatively „saturated“<br />
markets with a high proportion of heat pumps,<br />
such as Switzerland (approx. 30 % market<br />
growth and about 16,000 units) underscore<br />
the continued increase in the importance of<br />
heat pumps.<br />
Double-digit growth was also reported in<br />
France, Austria, the UK and Eire, Benelux and<br />
eastern Europe.<br />
Despite the boom, various market studies are<br />
predicting an uninterrupted upward tendency.<br />
By 2010, the industry is expecting a total<br />
market of some 400,000 units.<br />
Heating/Cooling Technology Division 31.12.<strong>2006</strong> 31.12.2005<br />
in CHF 1,000<br />
Sales 184,241 64,020<br />
Operating Profit EBIT 30,417 9,712<br />
EBIT Margin 16.5 % 15.2 %<br />
Heinz Weggel<br />
Managing Director<br />
Alpha-Innotec GmbH
<strong>Schulthess</strong> <strong>Group</strong> Heating/Cooling Heinz Weggel 16<br />
Technology Division Alpha-Innotec GmbJ<br />
Ground-breaking ceremony in Kasendorf (DE) with the Bavarian Environment Minister Dr. Schnappauf<br />
Extension 2007/2008<br />
Factory-extension Alpha-Innotec GmbH in Kasendorf (DE)<br />
Expansion of production capacity<br />
In retrospect, the <strong>Schulthess</strong> <strong>Group</strong>‘s<br />
decision in 2005 to go ahead with a massive<br />
increase in capacity at its Kasendorf factory<br />
was absolutely spot-on. Once the facility is<br />
finished, Alpha-Innotec will be able to push up<br />
production to four times its present level.<br />
Construction work got under way at the<br />
beginning of <strong>2006</strong> following a groundbreaking<br />
ceremony at which Bavarian Environment<br />
Minister Dr. Werner Schnappauf turned the<br />
first shovelful of earth. The first heat pumps<br />
from the new facility are due to come off the<br />
production line in spring 2007. The <strong>Group</strong>‘s<br />
foresight has ideally equipped Alpha-Innotec<br />
to meet the growth in Europe that has been<br />
forecast.<br />
A further construction stage starting in 2007<br />
and ending in 2008 will see the completion<br />
of an administrative and training centre. This<br />
investment will enable Alpha-Innotec to intensify<br />
important projact- and sales-trainings<br />
for installers, distributers and international<br />
sales agencies as well as for its after-sales<br />
services, which are all-important for products<br />
like these.<br />
Extension <strong>2006</strong>
<strong>Schulthess</strong> <strong>Group</strong> Heating/Cooling Heinz Weggel 17<br />
Technology Division Alpha-Innotec GmbH<br />
New products<br />
The R&D department continued to pursue its<br />
highly successful compact product strategy. In<br />
<strong>2006</strong>, for example, we completely redesigned<br />
and relaunched the entire geothermal and<br />
water range. Within the space of a few years,<br />
the entire product portfolio (air, earth and<br />
water) has thus been realigned and Alpha-<br />
Innotec now holds a leading position in this<br />
area in Europe.<br />
The new compact heat pumps now offer<br />
customers appliances that are virtually ready<br />
to connect, have a small footprint and already<br />
contain many of the components for heating<br />
and brine circuits that need to be installed<br />
externally on standard heat pumps.<br />
At the same time, there is increasing demand<br />
for heat pumps that provide not only warmth<br />
but also low-cost, environment-friendly cooling.<br />
Virtually all the geothermal heat pumps<br />
from Alpha-Innotec come with the option of<br />
„passive cooling“, as it is know. Compared<br />
with traditional oil- or gas-fired heating<br />
systems, this feature is extremely convenient<br />
for the customer.<br />
Alpha-Innotec has also made a significant<br />
move on the markets with the development<br />
of unusually efficient, high-performance heat<br />
pumps that derive their energy from air. The<br />
company rolled out a number of products<br />
whose efficiency is eminently suitable for old<br />
buildings in need of renovation and systems<br />
with a very large heat output.<br />
Our designers and developers also pay<br />
particular attention to the issue of noise<br />
suppression. In this area, Alpha-Innotec has a<br />
considerable amount of know-how and offers<br />
extremely quiet-running appliances.<br />
Distribution<br />
Expansion of the division‘s distribution<br />
channels continued apace as part of moves<br />
to strengthen the Alpha-Innotec and Siemens<br />
brands. As a result, the Alpha-Innotec brand<br />
has been successfully positioned as an international<br />
provider and is recognized as one<br />
of Europe‘s major heat pump specialists. By<br />
concentrating on heat pumps, which are now<br />
its core business, the company has managed<br />
to expand its share of its two domestic markets,<br />
Switzerland and Germany, as well in an<br />
ever-expanding export market.<br />
In a bid to further internationalize its operations,<br />
the company will now be focusing<br />
on France, Great Britain, Austria and the<br />
Existing factory of Alpha-Innotec GmbH in Kasendorf (DE)<br />
Scandinavian countries. New legislation in all<br />
these countries has significantly increased<br />
demand for heat pumps. From an organizational<br />
point of view, the division chooses to<br />
work with independent distribution partners<br />
whose experience and specialization qualify<br />
them ideally for this particular task. Marketing<br />
activities, documentation and customer trainings<br />
form an important part of sales.<br />
Outlook<br />
A number of extremely promising sales channels<br />
are currently being established and in<br />
<strong>2006</strong> the company finalized agreements with<br />
suitable export partners in high-growth countries<br />
as well as big-name OEM customers.<br />
The heat pump has undoubtedly established<br />
itself as the system of choice for new housing<br />
projects and is gradually replacing conventional<br />
heating systems. However, enormous<br />
potential is also forecast for the technology in<br />
modernizations and renovations. With this in<br />
mind, Alpha-Innotec will be presenting a new<br />
series of high-performance air / water heat<br />
pumps at ISH Frankfurt, the world‘s biggest<br />
fair for building, energy, ventilation technology<br />
and renewable energies, in spring 2007.
<strong>Schulthess</strong> <strong>Group</strong> Heating/Cooling Dr. Rainer Gay 18<br />
Technology Division KKT Kraus Kälte- und Klimatechnik GmbH<br />
Dr. Rainer Gay<br />
Managing Director<br />
KKT Kraus Kälte- und<br />
Klimatechnik GmbH<br />
Rack cooler-based air-conditioning systems<br />
Cooling technology<br />
Developments in cooling technology in <strong>2006</strong><br />
The cooling technology sector made a<br />
pleasing contribution to the division‘s overall<br />
growth in <strong>2006</strong>. Compared with 2005, sales<br />
were up by 38 %. EBIT, too, was up substantially<br />
as a result of tight and consistent cost<br />
control.<br />
Virtually all activities in the cooling technology<br />
sector made an equal contribution to<br />
growth.<br />
Custom systems<br />
Custom systems developed positively in <strong>2006</strong><br />
and recorded an encouraging increase compared<br />
with previous years. The department<br />
specializes in building one-off, tailor-made<br />
systems for individual customers.<br />
One of the vital ingredients of our success<br />
here is our insistence on using only highquality<br />
components which we manufacture<br />
ourselves in systems with technology of<br />
equally high quality, and offering customers<br />
all-inclusive solutions from a single supplier.<br />
Several top-grade projects were completed<br />
in the medical and laboratory sector. These<br />
included a biomedicinal laboratory for a pharmaceuticals<br />
group in Leiden (Netherlands),<br />
four state-of-the-art operating theatres for<br />
a clinic in Amsterdam, a radiological examination<br />
centre for a clinic in the UK, as well as<br />
operation centers for clinics in England and<br />
Northern Ireland.<br />
Cooling technology also supplied convincing<br />
proof of its speed and flexibility by installing<br />
an air-conditioning system for a call centre in<br />
Berlin at extremely short notice. Apart from<br />
this, the company supplied its first rack cooler-based<br />
air-conditioning systems to a publishing<br />
company and the Max Planck Institute.<br />
These have been designed specially for server<br />
clusters that generate large amounts of heat.<br />
OEM customers<br />
(Industrial cooling systems and chillers for<br />
medical diagnosis instruments)<br />
The main business issues for industrial coolers<br />
were future strategic planning, reorganization<br />
and consolidation. The continuing slide<br />
in market prices for the sector‘s core products<br />
was offset by sales of energy-saving systems.<br />
New trends in the market for highly specialized<br />
media coolers point out the way for the<br />
years ahead. Customers are focusing increasingly<br />
on investment costs, product precision<br />
and, above all, life-cycle cost. Despite the<br />
exacting demands, we succeeded in acquiring<br />
several new major customers.<br />
The medical technology key account management<br />
sector has a good chance of developing<br />
further by exploiting synergies within the<br />
group while maintaining the same high quality<br />
standards and expanding distribution. At<br />
the same time, it will play a major role in the<br />
cooling technology sector‘s product portfolio.<br />
Outlook<br />
Expectations for 2007 are positive for<br />
both custom systems and the OEM sector.<br />
Preparations are under way for more projects<br />
from neighbouring countries in Europe as well<br />
as a wide-ranging project involving several<br />
clinics for the Russian Federal Centres. We<br />
are also targeting substantial sales increases<br />
in rack-cooling systems through selective<br />
acquisitions and marketing measures.<br />
As part of our medium- to long-term success<br />
strategy in the OEM customer sector in 2007,<br />
we have planned a number of new products as<br />
well as significant strengthening of our aftersales<br />
service.
<strong>Schulthess</strong> <strong>Group</strong> Heating/Cooling Peter Ebdrup 19<br />
Technology Division Genvex A/S<br />
Controlled ventilation<br />
Market development<br />
In many European countries, building projects<br />
are subject increasingly to new standards<br />
and official requirements that demand<br />
more efficient insulation for buildings using<br />
construction materials that reduce energy<br />
use. Ultra-low energy standards are a feature<br />
demanded of more and more new buildings.<br />
The EU, for instance, has already introduced<br />
various directives on the subject. Developments<br />
like this will require the installation<br />
of the controlled ventilation appliances and<br />
systems used in the air-conditioning and<br />
cooling of buildings designed along these<br />
lines. In the ventilation sector, we registered a<br />
considerable increase in demand, particularly<br />
in Scandinavia.<br />
In Europe, then, importance is being increasingly<br />
attached to a healthy climate both at<br />
work and in our own four walls. The demand<br />
for suitable products is rising significantly.<br />
Forecasts indicate that growth here will<br />
double in the next five to eight years.<br />
Sales in <strong>2006</strong><br />
The controlled ventilation sector recorded a<br />
outstanding rise in sales for <strong>2006</strong>. This was<br />
achieved mainly as a result of intensified<br />
efforts in marketing and sales.<br />
Product development / Products<br />
Thanks to a new corporate design, product<br />
strategy and an innovative marketing concept,<br />
the sector reported satisfactory growth in<br />
<strong>2006</strong> and will continue to work in the same<br />
direction in 2007, with a particular focus on<br />
quality and growth.<br />
Distribution<br />
The sector substantially strengthened its<br />
distribution arm in its domestic market of<br />
Denmark as well as the Scandinavian countries.<br />
In these states, strict building regulations<br />
provide the conditions necessary for an<br />
acceleration in sales growth. Other countries<br />
with a special need for controlled ventilation<br />
systems are Germany and Austria.<br />
Peter Ebdrup<br />
Managing Director<br />
Genvex A/S<br />
Outlook / Focus 2007<br />
In 2007 this sector will be looking towards<br />
further, faster growth. The necessary market<br />
conditions are certainly there. We believe the<br />
market in many countries is set to continue<br />
growing strongly.<br />
New products, expansion of distribution<br />
channels in various countries and improved<br />
marketing are the measures we will be<br />
adopting to anchor the Genvex brand and its<br />
products successfully in European markets.
<strong>Schulthess</strong> <strong>Group</strong> Washing Technology Hans Jürg Schwendener 21<br />
Division Merker AG and Novelan AG<br />
Washing Technology Divisions<br />
posts modest growth<br />
The Washing Technology Division reported slight overall growth from CHF 120 million to 122 million in its usual<br />
markets. The slide in prices mentioned in 2005 continued in <strong>2006</strong> as a direct consequence of surplus capacity.<br />
The Washing Technology Divisions‘ profitability was nevertheless encouraging and up slightly on the previous year.<br />
For the current year, we expect another moderate increase and stable profitability.<br />
The <strong>Schulthess</strong> <strong>Group</strong> is keenly aware of the<br />
importance and significance of its traditional<br />
washing technology operations within the<br />
context of its overall strategy. However, it is<br />
difficult to achieve significant organic growth<br />
in saturated markets. Our priority is to hold<br />
our position and grow at least in line with the<br />
overall market.<br />
But our strategy has been – and remains – to<br />
expand our sound market position in washing<br />
technology on the basis of a premium product<br />
strategy. This is the reason we continue to<br />
make selective investments at our Wolfhausen<br />
factory, and why we are systematically<br />
renewing our range. The strategy ensures our<br />
development and the division‘s economic<br />
success.<br />
The Washing Technology Division mainly<br />
addresses two segments: private households<br />
(detached houses and apartment buildings)<br />
and commercial (hotels, homes for the elderly,<br />
nursing homes, hospitals and laundries).<br />
Washing Technology Division 31.12.<strong>2006</strong> 31.12.2005<br />
in CHF 1,000<br />
Sales 122,361 120,516<br />
Operating Profit EBIT 16,817 16,123<br />
EBIT Margin 13.7 % 13.4 %<br />
Households<br />
Market development<br />
The private household market in Switzerland<br />
developed positively in <strong>2006</strong>. This trend<br />
was due mainly to increased activity in new<br />
housing starts. Indicators from the industry<br />
(planning permission applications and approvals,<br />
as well as the number of apartments<br />
being completed) remain positive.<br />
New range<br />
At the start of the year, <strong>Schulthess</strong> and Merker<br />
successfully rolled out new product lines: the<br />
<strong>Schulthess</strong> Spirit XLI series, and the Merker<br />
Bianca / Vento d-Line, respectively. These<br />
newly developed washing machines and<br />
dryers for private households and apartment<br />
buildings offer considerable added value for<br />
customers in the form of new and practical<br />
product features. To coincide with the launch<br />
of the new product lines, both brand images<br />
were overhauled and all product documentation<br />
completely revised.<br />
Outlook for 2007<br />
The target once again, for 2007, is to achieve<br />
a further improvement in the household<br />
segment. The measures pinpointed include<br />
intensified marketing efforts, selective and<br />
innovative product modifications and improved<br />
services from our after-sales service.<br />
Hans Jürg Schwendener<br />
Managing Director<br />
Merker AG<br />
and Novelan AG<br />
Energy efficiency classes A+ and B<br />
The new fiscal year got off to a positive start<br />
when the <strong>Schulthess</strong> and Merker brands<br />
made successful presentations of their full<br />
household ranges at Swissbau. The spotlight<br />
here was on the further improved XLI and<br />
d-Line machines; here, the automatic washing<br />
machines were recently awarded an A+ label,<br />
while the condensation dryers achieved a B<br />
label in the highest-possible energy efficiency<br />
categories.<br />
More new dryers are scheduled for mid-2007.<br />
These, too, will come with functions and<br />
features that offer customers considerably<br />
more practical value. We expect that the new<br />
products, combined with our marketing and<br />
distribution efforts, should lead to further<br />
growth.
<strong>Schulthess</strong> <strong>Group</strong> Washing Technology Hans Peter Stamm 22<br />
Division <strong>Schulthess</strong> Maschinen AG<br />
Hans Peter Stamm<br />
Head of Marketing,<br />
Sales, Customer<br />
Services, <strong>Schulthess</strong><br />
Maschinen AG<br />
Hotel Swiss Holiday Park at Morschach with <strong>Schulthess</strong>-Wäscherei<br />
Commercial Switzerland<br />
Positive market development<br />
The Swiss market for professional laundry<br />
applications (hotels, homes for the elderly,<br />
nursing homes, hospitals and laundries) developed<br />
encouragingly in <strong>2006</strong>. The industry<br />
benefited from a generally positive investment<br />
environment, with customers finally overcoming<br />
their reluctance to spend money and<br />
beginning to modernize their laundries.<br />
Pleasing sales growth<br />
<strong>Schulthess</strong> registered encouraging growth in<br />
its commercial machine segment during the<br />
year under review, further consolidating an<br />
already strong market position. Concerted<br />
marketing measures combined with figures<br />
based on genuine business situations are<br />
beginning to bear fruit, as many homes and<br />
hotels revert to running their own in-house<br />
laundries for economic and quality reasons.<br />
New, expanded commercial range<br />
<strong>Schulthess</strong> maintains an intense dialogue<br />
with its customers, taking on board invaluable<br />
ideas and insights that then flow into its new<br />
product development. Suggestions like these<br />
have to led to improvements in the latest<br />
versions of the ProLine washing machine<br />
dryer range, but were also incorporated in the<br />
industrial dryers launched in the second half<br />
of the year that made a sizeable contribution<br />
towards the good result.<br />
<strong>Schulthess</strong> has also specialized in featuring<br />
the WetClean system in its products. With this<br />
process, it is possible to clean sensitive modern<br />
textiles (outerwear, fire brigade clothing,<br />
Gore-Tex, etc.) with water and ecological<br />
liquid detergents. Our industrial machines and<br />
new commercial models feature the washing<br />
and drying programs required for use of the<br />
process.<br />
Following its acquisition of the general distributors<br />
for VEIT professional ironing products<br />
(ironing stations, shirt finishers), <strong>Schulthess</strong><br />
is now a one-stop shop for professional<br />
laundry machines and has ideally rounded<br />
off its range. This has led to considerable<br />
expansion in the customer network.<br />
Outlook for 2007<br />
Provided that the economy remains stable, we<br />
expect a further increase in commercial sales<br />
in Switzerland this year.
<strong>Schulthess</strong> <strong>Group</strong> Washing Technology Gion A. Huonder 23<br />
Division Schulhess Maschinen AG<br />
Commercial Europe<br />
Commercial segment: export concept<br />
For exports, <strong>Schulthess</strong> focuses mainly on<br />
Europe and is mostly represented by partners<br />
who distribute its products under the <strong>Schulthess</strong><br />
label or their own. Partners tend to be<br />
specialists with many years of experience in<br />
laundry equipment but are often only able to<br />
cover a section of the possible segments in<br />
their markets. <strong>Schulthess</strong> is therefore often<br />
compelled to have several distributors in the<br />
same market. <strong>Schulthess</strong> export products are<br />
used exclusively for commercial or industrial<br />
purposes.<br />
Development in <strong>2006</strong> below expectations<br />
Growth in our export markets in <strong>2006</strong> unfortunately<br />
failed to keep pace with developments<br />
on the domestic market in Switzerland. Sales<br />
were below target and in some markets<br />
actually fell. This is attributable mainly to the<br />
fact that foreign markets and prices are stiffly<br />
competitive.<br />
New distributors<br />
We are happy to note that we managed to<br />
acquire new distribution partners for the<br />
markets in Russia, Ukraine, Bulgaria, Romania<br />
and Germany. The medium-term outlook<br />
in all these countries is interesting, but a<br />
considerable amount of effort will be required<br />
if we are to establish an acceptable market<br />
position.<br />
Outlook for 2007<br />
Our aim this year is to ramp up export<br />
activities and open new distribution channels.<br />
We also have plans to expand distribution<br />
through our existing partners. In its new<br />
generation of ProLine machines, <strong>Schulthess</strong><br />
now has a suitable range of machines for<br />
export, which together with the other measures<br />
should enable us to achieve our growth<br />
targets.<br />
Production<br />
Investments in capacity in <strong>2006</strong><br />
The encouraging increase in capacity utilization<br />
in <strong>2006</strong> put our production facilities under<br />
pressure. In order to cover our own needs<br />
for sheet metal as well as rising demand from<br />
Alpha-Innotec, we invested a total of CHF 4<br />
million in modernization and automation of<br />
our production facilities, particularly the fully<br />
automated sheet metal section.<br />
Robots number seven and eight were installed<br />
in the washing machine assembly section.<br />
These new semiautomatic systems are used<br />
for clinching – or press-joining – washing<br />
machine housings and have halved throughput<br />
time.<br />
Investment projects for 2007<br />
The following large-scale projects are<br />
projected for 2007, the main objectives being<br />
to increase capacity and further rationalize<br />
production:<br />
A world-wide novelty: the RAS-Multibend Center<br />
Gion A. Huonder<br />
Head of Production,<br />
Logistics, <strong>Schulthess</strong><br />
Maschinen AG<br />
• In April 2007, the surface-finishing<br />
department will go into production following<br />
a complete renovation. Apart from<br />
increasing capacity, this will virtually halve<br />
energy costs and massively reduce the<br />
department‘s ecological footprint.<br />
• Capacity in the sheet metal punching and<br />
bending section will need to be increased<br />
again in 2007. To achieve this, the two<br />
existing punching systems will be replaced<br />
by two fully automated Trumpf TruPunch<br />
5000 machines. This will boost punching<br />
capacity by a full 50%.
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 24<br />
Corporate Governance<br />
<strong>Schulthess</strong> <strong>Group</strong> AG (“the Company”) is strongly committed to good corporate governance.<br />
In the interest of our shareholders, we regularly inform, with a high degree of<br />
transparency, about our financial results and business activities as well as latest events.<br />
In addition to the information in the annual and half-year reports, there are many<br />
details about the enterprise on our corporate homepage www.schulthess-group.com.<br />
1. Corporate structure and shareholders<br />
1.1 Corporate structure<br />
The operational corporate structure is shown in the following organisational chart.<br />
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Board of Directors<br />
Chairman/Delegate: Rudolf Kägi<br />
Vice Chairman: Dr. Peter R. Isler<br />
Members: Prof. Dr. Christian Belz, Andrea Malär, Thomas D. Rutz<br />
<strong>Schulthess</strong> <strong>Group</strong><br />
CEO Artur Rodecker, CFO Max M. Müller<br />
Waschtechnik Wärme- / Kältetechnik<br />
<strong>Schulthess</strong> Maschinen AG CH Alpha-Innotec GmbH DE<br />
<strong>Schulthess</strong> Maschinen GmbH AT Novelan GmbH DE<br />
Merker AG CH<br />
Novelan AG (Household) CH<br />
KKT Kraus<br />
Kälte- und Klimatechnik GmbH DE<br />
Genvex A/S DK<br />
Calmotherm AG CH<br />
Novelan AG (Heating/Cooling) CH
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 25<br />
Consolidated entities<br />
a) Listed company<br />
Company <strong>Schulthess</strong> <strong>Group</strong> AG<br />
Domicile Bubikon/ZH<br />
Listing SWX Swiss Exchange<br />
Market capitalisation as of 31 Dec. <strong>2006</strong><br />
CHF 927,563 million<br />
Own shares held as of 31 Dec. <strong>2006</strong> 0 %<br />
Security number SGRN / 00 1 878 504<br />
ISIN CH0018785045<br />
b) Non-listed companies<br />
The consolidated non-listed companies belonging to<br />
<strong>Schulthess</strong> <strong>Group</strong> AG are shown on page 37 of the financial<br />
report.<br />
1.2 Significant shareholders<br />
The following shareholders owned more than 5 % of the<br />
registered shares as of 31 December <strong>2006</strong>:<br />
Name of shareholder Dec. 31, <strong>2006</strong> Dec. 31, 2005<br />
Rudolf Kägi 10.05 % 10.23 %<br />
Paul O Rutz. 9.99 % 9.99 %<br />
Focus Capital, UC 6.83 % ‹ 5 %<br />
Andrea Malär 5.42 % 5.28 %<br />
GlobeFlex Capital, LP 5.16 % ‹ 5 %<br />
<strong>Schulthess</strong> <strong>Group</strong> AG is not aware of any shareholders’<br />
agreements or of any other arrangements between its<br />
significant shareholders with regard to the registered<br />
shares in <strong>Schulthess</strong> <strong>Group</strong> AG or the execution of shareholders’<br />
rights.<br />
1.3 Cross shareholdings<br />
<strong>Schulthess</strong> <strong>Group</strong> AG has not entered into any cross shareholdings<br />
with other companies based on either capital or<br />
voting rights.<br />
2. Capital structure<br />
2.1 Capital<br />
The ordinary share capital of the <strong>Schulthess</strong> <strong>Group</strong> AG<br />
amounts to CHF 2,125,000.<br />
2.2 Authorised and conditional capital in particular<br />
As of 31 December 2005, there was no additional authorised<br />
or conditional capital.<br />
2.3 Changes in capital structure<br />
The ordinary share capital of the <strong>Schulthess</strong> <strong>Group</strong> AG did<br />
not change during the year under review.<br />
Shareholders’ equity changed mainly due to the increase<br />
in retained earnings. The structure of shareholders’ equity,<br />
during the last three years reported, is the following:<br />
Shareholders’ equity <strong>Schulthess</strong> <strong>Group</strong> AG<br />
(in CHF 1,000) Dec. <strong>2006</strong> Dec. 2005 Dec. 2004<br />
Ordinary share capital 2,125 2,125 2,125<br />
Reserves for own shares 0 0 4,558<br />
Reserves 24,856 24,856 20,298<br />
Retained earnings 46,757 41,568 32,834<br />
Total 73,738 68,549 59,815<br />
2.4 Shares<br />
The share capital is divided into 1,062,500 registered<br />
shares with a par value of CHF 2 each. All registered<br />
shares are entitled to dividend payments. Each registered<br />
share with voting right entitles to one vote. Only persons,<br />
registered in the stock ledger of <strong>Schulthess</strong> <strong>Group</strong> AG,<br />
as shareholders with the right to vote, may exercise the<br />
voting right. The voting right per shareholder is restricted<br />
to a limit of 5% of all registered shares reported in the<br />
commercial register. An exception to this rule are those<br />
shareholders, who held more than 5% of the shares in<br />
<strong>Schulthess</strong> <strong>Group</strong> AG prior to the initial public offering<br />
(“grandfathering”). Ownership of shares by foreign investors<br />
is not subject to any limitation.<br />
2.5 Participation certificates or Bonus certificates<br />
<strong>Schulthess</strong> <strong>Group</strong> AG has neither participation certificates<br />
nor bonus certificates outstanding.<br />
2.6 Details of transferability<br />
The transferability of registered shares, with respect to<br />
ownership as shareholder or usufructuary, is subject to the<br />
approval by the Board of Directors. The approval can be<br />
refused for important reasons, such as:<br />
1. In case, an acquirer were to own or to acquire as a<br />
shareholder directly or indirectly more than 5% of<br />
the total amount of registered shares reported in the<br />
commercial register. The Board of Directors can make<br />
exceptions from this rule.
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 26<br />
2. Insofar as the recognition of an acquirer as a shareholder,<br />
according to the information available, could hinder<br />
the Company to provide proof, that it is Swiss controlled,<br />
as demanded by federal laws.<br />
3. If the acquirer does not explicitly declare to the Company,<br />
that he acquired and will hold the shares in his<br />
own name and for his own interest.<br />
Legal entities and groups of joint owners, who are related<br />
to one another through capital ownership, voting rights,<br />
common management or in any other manner, shall be<br />
considered as one sole acquirer. The same shall apply for<br />
all persons or legal entities or groups of joint owners, who<br />
act in concert, as a syndicate or in any other manner with<br />
the intent to evade the limitation on voting rights.<br />
<strong>Schulthess</strong> <strong>Group</strong> AG maintains a stock ledger, listing the<br />
name and address of the holders and usufructuaries. The<br />
register in the stock ledger requires the condition, that the<br />
acquisition of shares for ownership or as a usufructuary<br />
can be proven.<br />
A simplification or the abolition of restriction rules on<br />
voting rights or the transferability of registered shares<br />
requires a resolution of the Shareholders’ Meeting. Such<br />
a resolution must be adopted by at least two thirds of the<br />
represented shares, and by the absolute majority of the<br />
represented par value of shares.<br />
2.7 Convertible bonds and options<br />
<strong>Schulthess</strong> <strong>Group</strong> AG has not issued any convertible<br />
bonds.<br />
For compensation purposes, <strong>Schulthess</strong> <strong>Group</strong> AG implemented<br />
an employee option plan for members of the Board<br />
of Directors and senior management. <strong>Schulthess</strong> <strong>Group</strong> AG<br />
holds treasury shares or OTC warrants to ensure exercise<br />
of such options. Details of these options are described<br />
below; there are no further options outstanding.<br />
Outstanding options on shares of <strong>Schulthess</strong> <strong>Group</strong> AG<br />
Number of opt. Issue date Conversion right Strike price Maturity date<br />
12,900 March 2004 1 option : 1 registered share CHF 134.00 March 2008<br />
5,445 March 2005 1 option : 1 registered share CHF 290.00 April 2009<br />
2,670 March <strong>2006</strong> 1 option : 1 registered share CHF 600.00 March 2010<br />
If all of the options mentioned above were executed, this would represent 1.98 %<br />
of the share capital.<br />
3. Board of Directors<br />
On 31 December <strong>2006</strong>, the <strong>Schulthess</strong> <strong>Group</strong> AG Board of<br />
Directors consisted of five members.<br />
3.1 Members of the Board of Directors<br />
3.2 Other activities and interests<br />
The personal details and other activities and interests<br />
of individual members of the Board of Directors are as<br />
follows:<br />
Chairman and Delegate<br />
Rudolf Kägi<br />
Born 1941, Swiss<br />
Education and qualifications:<br />
Technical draughtsman / designer<br />
and electrical technician<br />
Non-executive member<br />
Member of the Board since 1995<br />
and Chairman of the Board since<br />
2000<br />
Career:<br />
Joined company in 1963 as designer, head of research and<br />
development and member of Management from 1984 and,<br />
from 1991, CEO of <strong>Schulthess</strong> Maschinen AG and from 1995<br />
CEO of <strong>Schulthess</strong> <strong>Group</strong>.<br />
Other important activities and interests:<br />
Chairman of the Board of Directors of all <strong>Schulthess</strong> <strong>Group</strong><br />
AG subsidiaries<br />
Vice-Chairman<br />
Dr. Peter R. Isler<br />
Born 1946, Swiss<br />
Education and qualifications:<br />
Dr. iur. (Doctor of Law), University of<br />
Zurich, attorney-at-law and LL.M.<br />
Non-executive member<br />
With the <strong>Schulthess</strong> <strong>Group</strong> since<br />
1998<br />
Career:<br />
Attorney-at-law and partner in the law firm Niederer Kraft<br />
& Frey, Zurich<br />
Other important activities and interests:<br />
Bank Leu AG, member of the Board of Directors<br />
Clariant AG, member of the Board of Directors<br />
Zellweger Luwa AG, member of the Board of Directors
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 27<br />
Member<br />
Prof. Dr. Christian Belz<br />
Born 1953, Swiss<br />
Education and qualifications: Dr.<br />
oec. (Doctor of Economics) University<br />
of St. Gallen<br />
Non-executive member<br />
With the <strong>Schulthess</strong> <strong>Group</strong> since<br />
1998<br />
Career:<br />
Professor of Business Management at the University of<br />
St. Gallen<br />
Managing Director of the Institute of Marketing and<br />
Commerce<br />
Other important activities and interests:<br />
Jelmoli Holding AG, member of the Board of Directors<br />
Member<br />
Andrea Malär<br />
Born 1947, Swiss<br />
Education and qualifications:<br />
Electrical and production engineer,<br />
Biel Technical College<br />
Non-executive member<br />
With the <strong>Schulthess</strong> <strong>Group</strong> since<br />
1998<br />
Career:<br />
MBM Management-Beratung AG, Chairman of the Board of<br />
Directors<br />
Other important activities and interests:<br />
none<br />
Member<br />
Thomas D. Rutz<br />
Born 1956, Swiss<br />
Education and qualifications:<br />
Business economist, Zurich Technical<br />
College<br />
Non-executive member<br />
With the <strong>Schulthess</strong> <strong>Group</strong> since<br />
2002<br />
Career:<br />
Compagnie Granière SA and Hermes-Holding AG, CEO<br />
Other important activities and interests:<br />
none<br />
Independence of non-executive Directors<br />
Rudolf Kägi was CEO of the <strong>Schulthess</strong> <strong>Group</strong> until 30 April<br />
<strong>2006</strong>. The other four have not been members of <strong>Group</strong><br />
Management at <strong>Schulthess</strong> <strong>Group</strong> during the last three<br />
years. In addition, there are no substantial business relations<br />
between <strong>Schulthess</strong> <strong>Group</strong> AG (Holding company) or<br />
its subsidiaries and any of the non-executive Directors.<br />
3.3 Cross involvements<br />
There are no cross-involvements between the Board of<br />
Directors of <strong>Schulthess</strong> <strong>Group</strong> AG and other listed companies.<br />
3.4 Elections, independence of non-executive Directors<br />
The Board of Directors of <strong>Schulthess</strong> <strong>Group</strong> AG shall be<br />
comprised of at least three to a maximum of seven members,<br />
according to the Articles of Incorporation. They shall<br />
be appointed by the Shareholders’ Meeting for a term of<br />
three years and may be re-elected at the end of this period.<br />
The elections shall take place in a staggered manner and<br />
shall be organised in such a way, that Chairman and Vice<br />
Chairman are never to be re-elected at the same time.<br />
Details of elections can be seen in the following table:<br />
Name Office Duties Member Elected<br />
since until SM<br />
Rudolf Kägi Chairman and CEO non-executive 1995 2007<br />
Dr. Peter R. Isler Vice-Chairman non-executive 1998 2009<br />
Prof. Dr. Christian Belz Member non-executive 1998 2009<br />
Andrea Malär Member non-executive 1998 2009<br />
Thomas D. Rutz Member non-executive 2002 2007<br />
Dr. Peter Isler, Christian Belz and Andrea Malär were individually<br />
re-elected at the shareholders’ meeting on 20 April<br />
<strong>2006</strong> for a further period of three years.<br />
3.5 Internal Organisation<br />
The Board of Directors has the supreme responsibility for<br />
the strategy and the ultimate direction of the business of<br />
<strong>Schulthess</strong> <strong>Group</strong> AG. It is the ultimate decision-making<br />
authority and determines the guidelines for the strategy,<br />
organisation, financial planning and accounting, to be<br />
followed by <strong>Schulthess</strong> <strong>Group</strong>. The Board of Directors has<br />
entrusted its Delegate with the management of the daily<br />
operations.<br />
The Board of Directors of <strong>Schulthess</strong> <strong>Group</strong> AG met 7 times<br />
for regular Board meetings during the financial year <strong>2006</strong>;<br />
3 all-day meetings and 4 half-day meetings. The Chairman<br />
of the Board determines the items on the agenda. In addition,<br />
each member of the Board of Directors can request<br />
further items to be included in the agenda. All members<br />
of the Board of Directors receive extensive detailed information,<br />
prior to the meetings, in order to prepare for the<br />
items on the agenda.
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 28<br />
Committees<br />
The Board of Directors has established an Audit Committee<br />
and a Compensation Committee. The chairmen were<br />
appointed by the Board of Directors. The committees meet<br />
regularly and their duty is to produce meeting minutes and<br />
recommendations for the regular meetings of the Board of<br />
Directors. The reports are presented by the Chairman in<br />
question.<br />
Audit Committee<br />
The Audit Committee consists of two non-executive<br />
members of the Board of Directors. The period of office<br />
is 1 year, although re-election is possible. The Audit<br />
Committee currently consists of Dr. Peter R. Isler and<br />
Rudolf Kägi, with Dr. Peter R. Isler holding the chair. The<br />
Audit Committee met five times in the <strong>2006</strong> financial<br />
year. These meetings were also attended by the Chief<br />
Executive Officer and the Chief Financial Officer and, when<br />
necessary, representatives of the auditors. The Audit<br />
Committee’s main task is to maintain a comprehensive and<br />
efficient audit concept for the <strong>Schulthess</strong> <strong>Group</strong>. The Audit<br />
Committee’s duties include the following with regard to<br />
external auditing:<br />
• Approval of the key points of the audit<br />
• Acceptance of the audit report and any recommendations<br />
from the auditors before the end of year accounts<br />
(individual and group annual accounts) are distributed<br />
for the approval of the full Board of Directors<br />
• Suggestions to the Board of Directors on the question<br />
of which external auditors should be submitted to the<br />
general meeting for selection as auditor and group<br />
accounts auditor and assessment of the performance,<br />
fees and independence of the auditors.<br />
Compensation Committee<br />
The Compensation Committee consists of two non-executive<br />
members of the Board of Directors. The period<br />
of office is 1 year, although re-election is possible. The<br />
Compensation Committee currently consists of Rudolf Kägi<br />
and Andrea Malär, with Rudolf Kägi holding the chair.<br />
The duty of the Compensation Committee is to submit to<br />
the full Board of Directors the compensation (incl. option<br />
programme) for members of the Board of Directors and to<br />
set the compensation for members of management.<br />
The Compensation Committee met once on the <strong>2006</strong><br />
financial year.<br />
3.6 Definition of responsibilities<br />
The Board of Directors of <strong>Schulthess</strong> <strong>Group</strong> AG has issued<br />
organisational regulations and appointed a separate Board<br />
of Directors for each of the companies within the Holding.<br />
The Board of Directors of <strong>Schulthess</strong> <strong>Group</strong> AG has delegated<br />
the responsibilities for daily business operations<br />
to the <strong>Group</strong> Management of <strong>Schulthess</strong> <strong>Group</strong>, whereby<br />
it should be borne in mind that investment decisions<br />
exceeding CHF 1 million must be taken by the entire Board<br />
of Directors. All responsibilities of <strong>Group</strong> Management<br />
are described in detail in a separate handbook on organisational<br />
rules of procedure. The Chief Executive Officer<br />
manages the <strong>Schulthess</strong> <strong>Group</strong>. He gives the full Board<br />
of Directors the annual budget, individual projects and<br />
regularly informs the Board of the business developments<br />
in all subsidiary companies.<br />
3.7 Information and control instruments<br />
The Board of Directors of <strong>Schulthess</strong> <strong>Group</strong> AG has a<br />
detailed MIS (Management Information System) at their<br />
disposal. The Chief Financial Officer reports the important<br />
profitability and liquidity figures directly to the members<br />
of the Board of Directors, on a monthly basis. Consolidated<br />
financial statements (including consolidated balance<br />
sheet, income statement and cashflow statement) are<br />
issued on an annual and half-year basis. All figures<br />
are compared with the results of the previous year and<br />
against the budget. On the basis of the monthly account,<br />
a calculation is made, whether the budget can be reached.<br />
The Chief Executive Officer and the Chief Financial Officer<br />
for the business divisions check and discuss the financial<br />
results of each subsidiary on a monthly basis. Each of<br />
these reports is discussed at the meetings of the Board of<br />
Directors.
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 29<br />
4. <strong>Group</strong> Management<br />
On 31 December <strong>2006</strong>, <strong>Schulthess</strong> <strong>Group</strong> Management<br />
consisted of two members.<br />
4.1 Members of <strong>Group</strong> Management<br />
4.2 Other activities and interests<br />
The personal details and other activities and interests of<br />
the two members of <strong>Group</strong> Management are as follows:<br />
Chief Executive Officer (CEO)<br />
Artur Rodecker<br />
Born 1956, German<br />
Education and qualifications:<br />
Electrical engineer, Coburg Technical<br />
College (Germany)<br />
Career:<br />
Chief Executive Officer (CEO) since<br />
1 May <strong>2006</strong><br />
Member of <strong>Group</strong> Management<br />
since 2003<br />
With the <strong>Schulthess</strong> <strong>Group</strong> as General Manager of Alpha-<br />
Innotec GmbH since 2000<br />
Founder of Alpha-Innotec GmbH in Kasendorf (Germany)<br />
in 1998<br />
Many years with the Siemens <strong>Group</strong> in Germany<br />
Other important activities and interests:<br />
none<br />
Chief Financial Officer (CFO)<br />
Max M. Müller<br />
Born 1962, Swiss<br />
Education and qualifications:<br />
Federal diploma in accounting and<br />
controlling<br />
Career:<br />
CFO and member of <strong>Group</strong> Management<br />
since 1996<br />
From 1982 until 1995, various<br />
positions in finance and controlling with medium sized<br />
companies<br />
Other important activities and interests:<br />
none<br />
4.3 Management contracts<br />
Neither <strong>Schulthess</strong> <strong>Group</strong> AG nor its subsidiaries have any<br />
management contracts with third parties.<br />
5. Compensation, shareholdings<br />
and loans<br />
5.1 Content and method of determining compensation and<br />
shareholding programmes<br />
The members of the Board of Directors of <strong>Schulthess</strong> <strong>Group</strong><br />
AG receive remuneration for their services. The Board of<br />
Directors determines the size of this remuneration.<br />
All members of <strong>Group</strong> Management receive a remuneration<br />
based on results. Up to 60 % of the total remuneration is<br />
paid on a variable basis. For the Chief Executive Officer<br />
and the Chief Financial Officer, the variable part of the<br />
remuneration will be based on the reported consolidated<br />
earnings after tax (EAT). In case of the Managing Directors,<br />
earnings before interest and tax (EBIT) of their respective<br />
company or business division shall determine the variable<br />
part of their remuneration.<br />
According to the regulations for the issuance of options<br />
on shares of <strong>Schulthess</strong> <strong>Group</strong> AG, dated December 20,<br />
2001, the members of the Board of Directors, the members<br />
of <strong>Group</strong> Management and further persons in leadership<br />
positions receive options within limits, decided by the<br />
Board of Directors. Options were allocated for the first time<br />
in April 2002.<br />
5.2 Compensation for acting members of governing<br />
bodies<br />
The total amount of compensation, which has been paid<br />
to the executive member of the Board of Directors (until 30<br />
April <strong>2006</strong>) and the other members of <strong>Group</strong> Management<br />
during financial year <strong>2006</strong>, reached CHF 1,570,000. Additionally<br />
shares and options have been allocated according<br />
to 5.4 and 5.6.<br />
The acting, non-executive members of the Board of Directors<br />
received remuneration for their services in a total amount of<br />
CHF 207,000 and shares (see 5.4) and options (see 5.6).<br />
There were no additional severance payments made to<br />
persons, who gave up their functions in a governing body<br />
during the year under review.<br />
5.3 Compensation for former members of governing<br />
bodies<br />
During financial year <strong>2006</strong>, members of governing bodies,<br />
who ended their function in previous reporting periods<br />
received CHF 0.<br />
5.4 Share allotment during the reporting period<br />
The executive member of the Board of Directors (until 30<br />
April <strong>2006</strong>) and the members of <strong>Group</strong> Management were<br />
allotted a total of 340 shares. The non-executive members<br />
of the Board of Directors received 145 shares.<br />
5.5 Share ownership<br />
The members of <strong>Group</strong> Management hold in total 9,710<br />
registered shares of <strong>Schulthess</strong> <strong>Group</strong> AG, as of 31 December<br />
<strong>2006</strong>.
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 30<br />
The non-executive members of the Board of Directors<br />
(including closely linked parties) hold a total of 207,223<br />
registered shares of <strong>Schulthess</strong> <strong>Group</strong> AG.<br />
5.6 Options<br />
The members of the Board of Directors of <strong>Schulthess</strong><br />
<strong>Group</strong> AG as well as the members of <strong>Group</strong> Management<br />
receive a minimum of 14 %, but a maximum of 42 % of their<br />
honorarium (for Board members) and variable compensation<br />
(for <strong>Group</strong> Management, respectively) in form of<br />
options or shares. The option programme was established<br />
in April 2002. All options are vested for three years and can<br />
be executed during the period of one year thereafter.<br />
The following options were held as of 31 December <strong>2006</strong>:<br />
Member of <strong>Group</strong> Management<br />
Number Allocation Conversion right Strike price Maturity<br />
of options date<br />
3,000 2004 1 option : 1 registered share CHF 134.00 March 2008<br />
1,500 2005 1 option : 1 registered share CHF 290.00 April 2009<br />
570 <strong>2006</strong> 1 option : 1 registered share CHF 600.00 March 2010<br />
Non-executive members of the Board of Directors<br />
Number Allocation Conversion right Strike price Maturity<br />
of options date<br />
5,900 2004 1 option : 1 registered share CHF 134.00 March 2008<br />
2,300 2005 1 option : 1 registered share CHF 290.00 April 2009<br />
1,335 <strong>2006</strong> 1 option : 1 registered share CHF 600.00 March 2010<br />
5.7 Additional honorariums and remunerations<br />
The members of the Board of Directors as well as the<br />
members of <strong>Group</strong> Management have not received any<br />
additional honorariums or remunerations during <strong>2006</strong>, for<br />
services towards <strong>Schulthess</strong> <strong>Group</strong> AG or any of its subsidiaries,<br />
which exceeded half of the ordinary remuneration<br />
received.<br />
5.8 Loans granted to governing bodies<br />
<strong>Schulthess</strong> <strong>Group</strong> AG and its subsidiaries have not granted<br />
any loans or guarantees to the members of the Board of<br />
Directors or to the members of <strong>Group</strong> Management.<br />
5.9 Highest total compensation<br />
The member of the Board of Directors with the highest<br />
total compensation, received for his services as Board<br />
member and as member of <strong>Group</strong> Management a total<br />
amount of CHF 631,000.<br />
– Number of shares allocated: 180<br />
– Number of options allocated: 720<br />
– Maturity date: 30 March 2010,<br />
– conversion rate 1:1,<br />
– strike price CHF 600.00<br />
6. Shareholders’ participation<br />
rights<br />
6.1 Voting rights and representation<br />
Each registered share with a voting right entitles to one<br />
vote at the Shareholders’ Meeting of <strong>Schulthess</strong> <strong>Group</strong> AG.<br />
A shareholder may, directly or indirectly, for own and<br />
represented shares, combine only the voting rights of 5%<br />
of the total number of shares registered in the commercial<br />
gazette. Legal entities and groups of joint owners who are<br />
related to one another through capital ownership, voting<br />
rights, common management or in any other manner are<br />
considered as one single acquirer. The same shall apply for<br />
legal entities and groups of joint owners who act in concert,<br />
as a syndicate or in any other manner with the intent<br />
to evade the limitation on voting rights. These voting right<br />
limitations do not apply for proxy of custody accounts or<br />
governing bodies, or for independent proxy in terms of Art.<br />
689c of the Swiss Code of Obligations. This voting right<br />
restriction is not applicable for those shareholders, who<br />
were already registered with more than 5% of all shares at<br />
the time, that the Articles of Incorporation concerning the<br />
voting rights restrictions were issued. This exception was<br />
again made during the reported period in <strong>2006</strong> (please<br />
also refer to “grandfathering” shareholders in section 2.4<br />
“Shares” on page 25 of this annual report).<br />
Each shareholder with the registered right to vote may be<br />
represented by another shareholder, who is registered in<br />
the stock ledger. Proxy of custody accounts in terms of Art.<br />
689d of the Swiss Code of Obligations as well as proxy of<br />
governing bodies and the independent scrutator do not<br />
need to be shareholders.<br />
Conditions for cancelling statutory voting rights<br />
restrictions:<br />
Any change of the voting rights restrictions needs a resolution<br />
by the Shareholders’ Meeting, whereby the adoption<br />
of at least two thirds of the represented share votes and<br />
the absolute majority of the represented par value of<br />
shares is required.<br />
6.2 Statutory quorums<br />
For resolutions concerning:<br />
– the change from registered shares into bearer shares<br />
– the dissolution of the Company (also as a result of a<br />
merger)<br />
– the change of the Articles of Incorporation on restriction<br />
of the transferability of registered shares, the restriction<br />
on voting rights, the statutory quorums and the dismissal<br />
of more than one third of the members of the Board<br />
of Directors require the adoption of at least two thirds of<br />
the represented share votes and the absolute majority<br />
of the represented par value of shares. Unless otherwise<br />
provided by the law. <strong>Schulthess</strong> <strong>Group</strong> AG shall adopt
<strong>Schulthess</strong> <strong>Group</strong> Finances Corporate Governance 31<br />
resolutions and make elections with the majority of the<br />
share votes cast, without considering the number of<br />
shareholders present and the represented number of<br />
shareholder votes.<br />
6.3 Convocation to the Shareholders’ Meeting<br />
The convocation to the Shareholders’ Meeting and the<br />
agenda are according to the regulations set by the law.<br />
6.4 Agenda of the Shareholders’ Meeting<br />
The Board of Directors shall call the Shareholders’ Meeting.<br />
Notice of the Shareholders’ Meeting is given by way<br />
of publication of the invitation in the Swiss Official Gazette<br />
at least twenty days before the day of the Shareholders’<br />
Meeting. Shareholders, who are registered in the stock<br />
ledger, will also receive an invitation by mail. The Board<br />
of Directors prepares the items on the agenda of the<br />
Shareholders’ Meeting. One or more shareholders with the<br />
registered right to vote, who own shares of the Company<br />
representing at least CHF 100,000 of the share capital of<br />
the Company, may request that an item be included in the<br />
agenda before the Shareholders’ Meeting is being called.<br />
Requests for the inclusion of specific issues and motions in<br />
the agenda must be submitted to the Board of Directors at<br />
least 45 days before the Shareholders‘ Meeting.<br />
6.5 Registration in the stock ledger<br />
During the last 10 days prior to the Shareholders’ Meeting,<br />
no registration in the stock ledger shall be carried out.<br />
Shareholders, who sell their shares prior to the Shareholders’<br />
Meeting, cannot carry out their voting rights anymore.<br />
In case of a partial sale or an additional purchase,<br />
shareholders can exchange the delivered entry card at<br />
the information counter on the date of the Shareholders’<br />
Meeting.<br />
7. Changes of control and defence<br />
measures<br />
7.1 Opting out clauses<br />
There are no statutory clauses concerning Opting-out or<br />
Opting-up (Art. 22 SESTA).<br />
7.2 Change of control clauses<br />
Neither the members of the Board of Directors nor the<br />
members of <strong>Group</strong> Management have any specific contractual<br />
agreements, which would protect them in case of an<br />
undesirable change of control in the Company.<br />
8. Auditors<br />
8.1 Duration of the mandate and term of office of lead<br />
auditor<br />
PricewaterhouseCoopers AG, Zurich has been auditor of<br />
<strong>Schulthess</strong> <strong>Group</strong> AG (holding company) and <strong>Schulthess</strong><br />
<strong>Group</strong> since 1995.<br />
The head auditor has been responsible for the existing<br />
auditing mandate since 2003.<br />
8.2 Auditing honorarium<br />
During financial year <strong>2006</strong>, PricewaterhouseCoopers AG<br />
charged <strong>Schulthess</strong> <strong>Group</strong> with CHF 250,000 for auditing<br />
services in relation to the financial statements of <strong>Schulthess</strong><br />
<strong>Group</strong> AG (holding company) and its subsidiaries, as<br />
well as the consolidated financial statements of <strong>Schulthess</strong><br />
<strong>Group</strong>.<br />
8.3 Additional fees<br />
In addition, PricewaterhouseCoopers AG charged <strong>Schulthess</strong><br />
<strong>Group</strong> with CHF 82,000 for services regarding tax and<br />
further advice.<br />
8.4 Supervisory and control instruments vis-à-vis the<br />
auditors<br />
The Audit Committee of the Board of Directors evaluates<br />
the efficiency, honorariums and independence of the<br />
auditors and group auditors on a yearly basis. The<br />
Board of Directors proposes the external auditors to the<br />
Shareholders’ Meeting. The Audit Committee examines the<br />
scope of the external auditing, the auditing plans relevant<br />
processes and discusses the auditing results with the<br />
external auditors on a yearly basis.<br />
9. Information policy<br />
<strong>Schulthess</strong> <strong>Group</strong> AG applies an open and transparent<br />
information policy towards its shareholders, the public<br />
and the capital markets. Shareholders receive detailed<br />
information about the business activities and financial<br />
situation of <strong>Schulthess</strong> <strong>Group</strong> AG on a semi-annual basis.<br />
After the announcement of the full year financial results in<br />
March, a detailed annual report is published. This report<br />
is sent to shareholders together with the invitation to the<br />
Shareholders’ Meeting. <strong>Schulthess</strong> <strong>Group</strong> continuously<br />
takes care of investors and has regular interviews with the<br />
financial and daily press. The <strong>Schulthess</strong> <strong>Group</strong> website<br />
www.schulthess-group.com is meticulously taken care of<br />
and the Company management actively participates at<br />
investor seminars and regularly meets larger investors on<br />
a one-on-one basis.
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated financial statements 33<br />
<strong>Schulthess</strong> <strong>Group</strong><br />
Consolidated financial statements<br />
<strong>Schulthess</strong> <strong>Group</strong><br />
<strong>Schulthess</strong> <strong>Group</strong> – the group in figures<br />
Consolidated balance sheet 34<br />
Consolidated income statement 35<br />
Consolidated cash flow statement 36<br />
Consolidated statement of changes in equity 37<br />
Notes to the consolidated financial statements 38<br />
General informations 38<br />
Main accounting principles 38<br />
Management of financial risks 43<br />
Assessments and evaluations of accounting presentation risks 43<br />
Segment information 44<br />
<strong>Report</strong> of the group auditors 61
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated balance sheet 34<br />
Consolidated balance sheet<br />
in CHF 1,000 Notes 31.12.<strong>2006</strong> 31.12.2005<br />
Cash and cash equivalents 13,021 17,831<br />
Trade receivables 6 42,566 28,917<br />
Other receivables 7 3,005 3,311<br />
Prepaid expenses 1,356 1,161<br />
Inventories and long-term construction contracts 8 48,905 32,930<br />
Current assets 108,853 50.96 % 84,150 48.34 %<br />
Property, plant and equipment 9 74,306 64,629<br />
Intangible assets 10 28,200 24,226<br />
Pension assets 18 1,474 0<br />
Deferred income tax assets 17 791 1,080<br />
Non-currrent assets 104,771 49.04 % 89,935 51.66 %<br />
Total assets 213,624 100 % 174,085 100 %<br />
Financial liabilities 11 5,732 6,587<br />
Trade payables 14,829 7,610<br />
Current income tax liabilities 9,393 4,155<br />
Other payables 12 13,429 10,049<br />
Accrued expenses 13 21,093 17,104<br />
Short-term provisions 16 2,064 2,184<br />
Short-term liabilities 66,540 31.15 % 47,689 27.39 %<br />
Financial loans 14 1,558 6,474<br />
Long-term provisions 16 2,666 3,782<br />
Deferrred income tax liabilities 17 13,337 11,382<br />
Long-term liabilities 17,561 8.22 % 21,638 12.43 %<br />
Total liabilities 84,101 39.37 % 69,327 39.82 %<br />
Share capital 2,125 2,125<br />
Capital reserves 16,307 16,210<br />
Retained earnings 108,630 85,225<br />
Currency translation differences 1,160 157<br />
Capital and reserves attributable to equity holders 128,222 60.02 % 103,717 59.58 %<br />
Minority interest in equity 1,301 1,041<br />
Total shareholders‘ equity 19 129,523 60.63 % 104,758 60.18 %<br />
Total shareholders‘ equity and liabilities 213,624 100 % 174,085 100 %<br />
The notes on pages 38 to 60 are an integral part of these consolidated financial statements.
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated income statement 35<br />
Consolidated income statement<br />
in CHF 1,000 Notes <strong>2006</strong> 2005<br />
Total Sales 5 306,602 100 % 184,536 100 %<br />
Sales deductions 5 – 7,696 –5,379<br />
Net Sales 5 298,906 179,157<br />
Cost of material –126,022 –64,998<br />
Personnel expenses 20 –80,473 –56,745<br />
Rent expenses –2,012 –1,736<br />
Administration expenses – 6,236 –4,601<br />
Advertising expenses –13,209 –9,457<br />
Other operating expenses –20,038 –12,889<br />
Other income 3,787 1,853<br />
Operating EBITDA 54,703 17.84 % 30 584 16.57 %<br />
Depreciation on property, plant and equipment 9 –7,062 –5,101<br />
Depreciation on intangible assets 10 –1,250 –622<br />
Operating profit EBIT 46,391 15.13 % 24,861 13.47 %<br />
Finance income 21 262 276<br />
Finance expenses 22 – 602 –229<br />
Financial result – net –340 47<br />
Share of loss of associates 0 – 60<br />
Profit before income tax 46,051 15.02 % 24,848 13.47 %<br />
Income tax expenses 17 –13,786 –6,546<br />
Profit for the year 32,265 10.52 % 18,302 9.92 %<br />
Attributable to:<br />
Equity holders of the Parent Company 31,705 17,892<br />
Minority interest 560 410<br />
Profit for the year 32,265 18,302<br />
Basic earnings per share (in CHF) 23 29.85 17.05<br />
Diluted earnings per share (in CHF) 23 29.84 16.84<br />
For the first time income and expenses of KKT Kraus Kälte- und Klimatechnik GmbH have been included. Net sales in FY<br />
<strong>2006</strong> amounted to CHF 63.2 million and operating profit EBIT to CHF 6.8 million.<br />
The notes on pages 38 to 60 are an integral part of these consolidated financial statements.
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated cash flow statement 36<br />
Consolidated cash flow statement<br />
in CHF 1,000 Notes <strong>2006</strong> 2005<br />
Operating profit EBIT 46,391 24,861<br />
Share-based payments 180 327<br />
Depreciation on property, plant and equipment 7,062 5,101<br />
Depreciation on intangible assets 1,250 622<br />
Interest received 262 276<br />
Interest paid – 602 –229<br />
Income tax paid – 6,755 –5,795<br />
Change in valuation adjustments on trade receivables –586 525<br />
Change in valuation adjustments on inventories 428 –430<br />
Change in provisions – 679 –462<br />
Cash flow before changes in net current assets 46,951 24,796<br />
Change in receivables –12,952 –3,882<br />
Change in inventories and construction contracts –16,403 –578<br />
Change in pension fund assets –2,031 0<br />
Change in liabilities and accrued expenses 12,648 1,729<br />
Cash flow from operating activities<br />
Cash flow from investing activities<br />
28,213 22,065<br />
Investing in property and plant 9 – 6,542 –5,267<br />
Divesting in property and plant 9 0 503<br />
Investing in machinery and vehicles 9 –9,778 –7,604<br />
Divesting in machinvery and vehicles 9 90 107<br />
Divesting in associates 0 340<br />
Divesting in financial assets 0 349<br />
Investing in intangible assets 10 –2,682 –1,954<br />
Divesting in intangible assets 10 22 0<br />
Take-over of minority shares of Alpha-Innotec GmbH 0 –2,421<br />
Acquisition of subsidiaries (net of cash acquired) 24 0 –17,764<br />
Cash flow from investing activities<br />
Cash flow from financing activities<br />
– 18,890 –33,711<br />
Proceeds from financial liabilities 0 5,000<br />
Repayments of financial liabilities –855 –1,010<br />
Proceeds from financial loans 84 5,000<br />
Repayments of financial loans –5,000 0<br />
Transactions with treasury shares 0 9,088<br />
Purchase of OTC-warrants for treasury shares 0 –5,023<br />
Dividends paid to Company‘s shareholders – 8,480 –7,145<br />
Dividends paid to minority interests –300 –180<br />
Cash flow from financing activities –14,551 5,730<br />
Currency translation differences 418 12<br />
Net change in cash and cash equivalents<br />
Statement of cash positions:<br />
–4,810 –5,904<br />
Cash and cash equivalents as at 1 January 17,831 23,735<br />
Cash and cash equivalents as at 31 December 13,021 17,831<br />
Net change in cash and cash equivalents –4,810 –5,904<br />
The increase of earn out of CHF 1.940 million (as part of goodwill) was a non-liquidity-related transaction.<br />
The notes on pages 38 to 60 are an integral part of these consolidated financial statements.
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated statement of changes in equity 37<br />
Consolidated statement of changes in equity<br />
in CHF 1,000<br />
Share<br />
capital<br />
Capital<br />
reserves<br />
Treasury<br />
shares<br />
The notes on pages 38 to 60 are an integral part of these consolidated financial statements.<br />
Retained<br />
earnings<br />
Currency<br />
translation<br />
differences<br />
Equity<br />
attributable to<br />
share holders<br />
Balance at 1 January 2005 2,125 11,680 –4,558 79,055 220 88,522 811 89,333<br />
Currency translation differences –63 –63 –63<br />
Net income/(expense) recognised directly in equity –63 –63 –63<br />
Profit for the year 2005 17,892 17,892 410 18,302<br />
Total recognised income and expense 17,892 –63 17,829 410 18,302<br />
Transactions with treasury shares 4,530 4,558 9,088 9,088<br />
Share-based payments (IFRS 2) 446 446 446<br />
Purchase of OTC-warrants for treasury shares –5,023 –5,023 –5,023<br />
Dividend payment – 7,145 – 7,145 –180 – 7,325<br />
Balance at 31 December 2005 2,125 16,210 0 85,225 157 103,717 1,041 104,758<br />
Balance at 1 January <strong>2006</strong> 2,125 16,210 0 85,225 157 103,717 1,041 104,758<br />
Currency translation differences 1,003 1,003 1,003<br />
Net income/(expense) recognised directly in equity 1,003 1,003 1,003<br />
Profit for the year <strong>2006</strong> 31,705 31,705 560 32,265<br />
Total recognised income and expense 31,705 1,003 32,708 560 33,268<br />
Transactions with treasury shares 97 97 97<br />
Share-based payments (IFRS 2) 180 180 180<br />
Dividend payment – 8,480 – 8,480 –300 – 8,780<br />
Balance at 31 December <strong>2006</strong> 2,125 16,307 0 108,630 1,160 128,222 1,301 129,523<br />
Minority<br />
interest<br />
Total<br />
equity
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 38<br />
consolidated financial statements<br />
Notes to the consolidated financial statements<br />
1. General information<br />
The <strong>Schulthess</strong> <strong>Group</strong>‘s core activities are the development,<br />
manufacture and marketing of products and services<br />
of its two divisions: Heating/Cooling Technology and<br />
Washing Technology. At 31 December <strong>2006</strong> the <strong>Schulthess</strong><br />
<strong>Group</strong> employed 1,069 personnel in Europe.<br />
In the Heating/Cooling Technology division, the<br />
<strong>Schulthess</strong> <strong>Group</strong> develops, manufactures and markets<br />
heat pumps, commercial and industrial cooling systems<br />
and controlled residential ventilation. The heat pumps<br />
are manufactured at the Alpha-Innotec GmbH production<br />
plant in Kasendorf, Germany. Systems and appliances<br />
for controlled residential ventilation are manufactured at<br />
Genvex A/S in Haderslev (Denmark). KKT Kraus Kälte- und<br />
Klimatechnik GmbH in Lauf (Germany) is a manufacturer<br />
of systems and appliances in the field of cooling and air<br />
conditioning technology.<br />
In the Washing Technology segment, the <strong>Schulthess</strong><br />
<strong>Group</strong> is a leading manufacturer of washing machines and<br />
-dryers and operates in both the household market as well<br />
as in the commercial and industrial markets. All the household<br />
and laundry appliances marketed by this division are<br />
developed and manufactured by <strong>Schulthess</strong> Maschinen AG<br />
in Bubikon-Wolfhausen.<br />
The parent or holding company, the <strong>Schulthess</strong> <strong>Group</strong> AG,<br />
has its head office at Landstrasse 37, CH-8633 Bubikon-<br />
Wolfhausen, Zurich (Switzerland). The <strong>Schulthess</strong> <strong>Group</strong><br />
AG has been listed on the Swiss Stock Exchange (SWX)<br />
since April 1998.<br />
The presented consolidated financial statement was<br />
approved for publication by the Board of Directors on<br />
6 March 2007.<br />
2. Main accounting principles<br />
2.1 Basis of preparation<br />
The <strong>Schulthess</strong> <strong>Group</strong>‘s consolidated financial statement<br />
is based on the individual financial statements of the<br />
<strong>Group</strong> companies prepared according to uniform guide<br />
lines. The financial statement is prepared on the historical<br />
cost principle, unless otherwise stated in the accounting<br />
principles set out below, and in accordance with the International<br />
Financial <strong>Report</strong>ing Standards (IFRS) which have<br />
been approved by the International Accounting Standards<br />
Board (IASB) and complies with both Swiss law and the<br />
accounting regulations of the SWX Swiss Stock Exchange‘s<br />
listing requirements. The presented consolidated financial<br />
statement is in Swiss Francs (CHF), i.e. the operating and<br />
reporting currency used by the parent company and the<br />
<strong>Group</strong>.<br />
The following accounting principles were used consistently<br />
for the periods in the presented consolidated financial<br />
statements. The accounting principles have been consistently<br />
applied by the <strong>Group</strong> companies.<br />
Except for the following change which came into effect on<br />
1 January <strong>2006</strong>, all other accounting principles applied for<br />
the <strong>2006</strong> consolidated financial statements were the same<br />
as those applied at 31 December 2005:<br />
• IAS 19 Employee Benefits (Amendment)<br />
Basically the same accounting principles were applied as<br />
in the previous year (see 2.16). However the notes were<br />
revised and supplemented with additional information.<br />
The following standards, amendments and interpretations<br />
came into effect on 1 January <strong>2006</strong> but are not relevant for<br />
<strong>Schulthess</strong> <strong>Group</strong>:<br />
• IAS 21 Net Investment in a Foreign Operation (Amendment)<br />
• IAS 39 Cash Flow Hedge Accounting of Forecast Intragroup<br />
Transactions (Amendment)<br />
• IFRS 1 First-time Adoption of International Financial<br />
<strong>Report</strong>ing Standards (Amendment)<br />
• IFRS 4 Insurance contracts (Amendment)<br />
• IFRS 6 Exploration for and Evaluation of Mineral<br />
Resources (new)<br />
• IFRIC 4 Determining whether an Arrangement contains<br />
a Lease (new)
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 39<br />
consolidated financial statements<br />
• IFRIC 5 Rights to Interests arising from Decommissioning,<br />
Restoration and Environmental Rehabilitation<br />
Funds (new)<br />
• IFRIC 6 Liabilities arising from Participating in a Specific<br />
Market – Waste Electrical and Electronic Equipment<br />
(new)<br />
The following standards, interpretations and amendments<br />
to existing standards that have been published and that<br />
are mandatory for accounting periods beginning on or after<br />
1 May <strong>2006</strong> or later periods have not been applied by the<br />
<strong>Schulthess</strong> <strong>Group</strong> in advance:<br />
• IFRS 7 Financial Instruments – Disclosures (new)<br />
• IFRS 8 Operating Segments (replaces IAS 14)<br />
The entity has not undergone a careful analysis of the<br />
operating segments and segment performance in the<br />
financial statements and therefore no final assessment<br />
of the impact on the segment presented can presently be<br />
made.<br />
• IFRIC 8 Scope of IFRS 2<br />
• IFRIC 10 Interim Financial <strong>Report</strong>ing<br />
The following standards, interpretations and amendments<br />
to existing standards that have been published that are<br />
mandatory for accounting periods beginning on or after<br />
1 May <strong>2006</strong> or later periods but are not relevant for the<br />
<strong>Schulthess</strong> <strong>Group</strong>:<br />
• IFRIC 7 Applying the Restatement Approach under IAS<br />
29, Financial <strong>Report</strong>ing in Hyperinflationary<br />
Economies<br />
• IFRIC 9 Reassessment of Embedded Derivatives<br />
2.2 Balance sheet date<br />
The balance sheet date for the <strong>Schulthess</strong> <strong>Group</strong>, all group<br />
companies and the consolidated financial statements is 31<br />
December.<br />
2.3 <strong>Group</strong> companies<br />
As at 31 December the <strong>Schulthess</strong> <strong>Group</strong> AG held participations<br />
in the following companies:<br />
There were no changes in the group companies in the<br />
financial year <strong>2006</strong>.<br />
For the first time all expenditure and income (result) of KKT<br />
Kraus Kälte- und Klimatechnik GmbH as well as KKT Kraus<br />
Industriekühlung GmbH were included. The assets and<br />
liabilities of both these companies were included for the<br />
first time at 31 December 2005.<br />
2.4 Consolidation method<br />
Companies which the <strong>Schulthess</strong> <strong>Group</strong> AG controls<br />
financially and operatively and in which the <strong>Group</strong> holds<br />
a direct or indirect interest of more than 50% are fully<br />
consolidated.<br />
In the case of associated companies in which the <strong>Schulthess</strong><br />
<strong>Group</strong> has decisive influence but does not have<br />
control and holds an interest of between 20% and 50% are<br />
consolidated according to the equity method.<br />
Participations of less than 20% are included at present fair<br />
value.<br />
The capital is consolidated according to the purchase<br />
method.<br />
2.5 Intercompany transactions<br />
All assets, liabilities and transactions between <strong>Group</strong><br />
companies are eliminated.<br />
2.6 Translation of foreign currencies<br />
The reporting currency is the Swiss Franc (CHF). The items<br />
disclosed in the financial statements of the individual<br />
<strong>Group</strong> companies are stated in the currency of the<br />
economic area in which the company is primarily active<br />
(functional currency).<br />
Company Nominal capital Percentage held<br />
<strong>2006</strong> 2005<br />
<strong>Schulthess</strong> <strong>Group</strong> AG, CH-Bubikon CHF 2,125,000 Parent company<br />
<strong>Schulthess</strong> Maschinen AG, CH-Bubikon CHF 1,500,000 100 % 100 %<br />
Merker AG, CH-Dällikon CHF 500,000 100 % 100 %<br />
Novelan AG, CH-Dällikon CHF 1,250,000 100 % 100 %<br />
Wamatec SA, CH-Lamone CHF 100,000 100 % 100 %<br />
<strong>Schulthess</strong> Maschinen GmbH, AT-Wien EUR 500,000 100 % 100 %<br />
Alpha-Innotec GmbH, DE-Kasendorf EUR 500,000 100 % 100 %<br />
Novelan GmbH, DE-Kasendorf EUR 25,000 100 % 100 %<br />
Calmotherm AG, CH-Altishofen CHF 250,000 70 % 70 %<br />
Genvex A/S, DK-Haderslev DKK 2,000,000 100 % 100 %<br />
KKT Kraus Kälte- und Klimatechnik GmbH, DE-Lauf EUR 250,000 100 % 100 %<br />
KKT Kraus Industriekühlung GmbH, DE-Lauf EUR 100,000 100 % 100 %
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 40<br />
consolidated financial statements<br />
Transactions in foreign currencies are translated into the<br />
reporting currency at the exchange rate applicable on the<br />
date of the transaction. Foreign currency gains and losses<br />
resulting from such transactions or the translation of<br />
financial assets and liabilities from foreign currencies are<br />
disclosed in the income statement.<br />
Assets and liabilities of <strong>Group</strong> companies which are shown<br />
in currencies other than the Swiss Franc are translated at<br />
the exchange rate applicable at balance sheet date. Income,<br />
expenses, cash flows, cash drains and other income<br />
statement items are translated at the average exchange<br />
rate for the reporting period. Translation differences are<br />
disclosed under shareholders’ equity and do not affect net<br />
profit.<br />
Year-end and average exchange rates:<br />
Balance sheet Income statement<br />
Year-end rates Average rates<br />
Currency 31.12.06 31.12.05 <strong>2006</strong> 2005<br />
1 EUR 1.610 1.555 1.5733 1.5485<br />
100 DKK 21.50 20.85 21.10 20.79<br />
2.7 Cash and cash equivalents<br />
This comprises cash and cash equivalents including cash<br />
convertible investments, which can be turned into cash<br />
with an initial time period of maximum three months.<br />
2.8 Financial activities for trading purposes<br />
Following their initial valuation, financial assets available<br />
for sale are disclosed at their current value. Valuation<br />
gains or losses to current value are included in the result<br />
of the period in which they occurred.<br />
2.9 Trade receivables<br />
Trade accounts receivable are initially stated at the<br />
appropriate current value and then valued subsequently<br />
at ongoing historical cost after deduction of the valuation<br />
adjustment. Valuation adjustments against trade accounts<br />
receivable are made when objective indications exist that<br />
the amounts owing cannot be recovered in full. The extent<br />
of the valuation adjustment is the difference between<br />
the book value of the receivable and the expected cash<br />
flow. The valuation adjustment is disclosed in the income<br />
statements.<br />
2.10 Inventories and long-term construction contracts<br />
Inventories are valued at the lower of the weighted average<br />
cost method or net realizable value.<br />
Semi-manufactured and finished products are valued at<br />
manufacturing cost on the basis of progress made. The<br />
manufacturing costs include the direct material and labour<br />
costs as well as the relevant proportional overheads. Valuation<br />
adjustments are made for non-realizable items.<br />
As long as income and expenditure in connection with<br />
long-term construction contracts can be reliably<br />
assessed, then the resulting turnover can be captured in<br />
accordance with the Percentage-of-Completion-Method.<br />
This means that income and expenditure will be captured<br />
in the income statement based on the degree of completion.<br />
The degree of completion will be determined by the<br />
Cost-to-Cost-Method, which means that the degree of<br />
completion can be calculated by comparing the accumulated<br />
actual project costs at a given time with the estimate<br />
total cost of the project. Foreseeable losses on long-term<br />
construction contracts can immediately be charged to the<br />
income statement.<br />
2.11 Non-current assets<br />
Non-current assets are shown at cost less accumulated<br />
depreciation and possible valuation losses. Cost is depreciated<br />
on the straight-line method over their estimated<br />
economic life. The depreciation rates are as follows:<br />
Property none<br />
Plant 25 years<br />
Fixed installations 15 years<br />
Production equipment and machinery 10 years<br />
Specialized tools 5 years<br />
IT equipment 5 years<br />
Trucks 10 years<br />
Service vehicles 5 years<br />
Costs of maintenance and repairs as well as low-value<br />
items are charged directly as expenditure to the income<br />
statement. Any financing costs relating to non-current<br />
assets under construction are charged directly to the<br />
income statement.<br />
Any renovation work increasing the value and lengthening<br />
of the useful life of non-current assets is capitalized.<br />
All gains and losses from the sale of non-current assets are<br />
charged to the income statement.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 41<br />
consolidated financial statements<br />
2.12 Intangible assets<br />
Acquired intangible assets that represent a future economic<br />
benefit, such as acquired software, licenses, patents<br />
and similar rights, are shown at cost and are depreciated<br />
by the straight-line method over their useful lives of 3 to 5<br />
years.<br />
Acquired customer lists are depreciated by the straightline<br />
method over 10 years. Acquired trade marks are not<br />
depreciated but checked annually for impairment.<br />
Development costs are only shown as intangible assets<br />
to the extent that they comply with specific accounting<br />
criteria (IAS 38) and the capitalized amount is considered<br />
to be realizable as a result of future economic benefits.<br />
Development costs are shown at cost and depreciated by<br />
the straight-line method over its useful life of 5 to 7 years.<br />
The costs include primarily material and labour costs but<br />
not the cost of third-party funds. Depreciation commences<br />
with the utilization of the asset.<br />
All research costs are charged directly as expenditure in<br />
the income statement.<br />
Goodwill – the difference between the cost of acquisition<br />
and the fair value of the acquired net assets – is disclosed<br />
in the balance sheet and is checked annually for impairment.<br />
2.13 Impairment of assets<br />
Assets with a limited useful life are checked at balance<br />
sheet date for impairment. If there is any indication of a<br />
long-term decrease in value, impairment tests are carried<br />
out to calculate the realizable value of the assets.<br />
Goodwill and other intangible assets with an unlimited<br />
useful life as well as unused intangible assets are checked<br />
for impairment annually. The impairment test for the<br />
income generating asset in question is performed using<br />
the discounted cash flow method.<br />
If the book value exceeds realizable value, the necessary<br />
valuation adjustment is made and charged to the income<br />
statement.<br />
2.14 Financial liabilities and financial loans<br />
Initially financial liabilities and financial loans are stated<br />
at their fair value after deduction of transaction costs. In<br />
following years, they are valued at ongoing costs.<br />
Financial liabilities are classified as short-term liabilities<br />
since they are due within twelve months of the balance<br />
sheet date. Financial loans run more than 12 months and<br />
are therefore classified as long-term.<br />
2.15 Trade payables<br />
Trade accounts payable and other liabilities are shown at<br />
cost.<br />
2.16 Staff pension obligations<br />
The <strong>Schulthess</strong> <strong>Group</strong> runs a number of occupational<br />
pension plans that are adapted to local requirements in<br />
the various countries.<br />
All Swiss <strong>Group</strong> companies either have their own legally<br />
independent pension fund or belong to collective schemes<br />
with insurance companies. A pension agreement was<br />
concluded directly with an insurance company on behalf of<br />
a foreign <strong>Group</strong> company.<br />
The pension funds are financed by contributions from<br />
employers and employees. These pension and retirement<br />
benefits in accordance with IAS 19 (Employee benefits) are<br />
defined benefit plans. The implications of the calculation<br />
of pension entitlement in accordance with IAS 19 are<br />
disclosed in the notes to the financial statements. In accordance<br />
with IAS 19, actuarial gains and losses are recorded<br />
using the corridor approach. According to the corridor<br />
approach, the accumulated unrecognized actuarial gains<br />
and losses which exceed 10% of the greater of the present<br />
value of the defined benefit obligation or the fair value of<br />
the existing plan assets is divided by the expected average<br />
remaining working life of the employees participating in<br />
the plan and recognized as income or expense. Otherwise<br />
no actuarial gain or loss is stated.<br />
2.17 Current income tax liabilities<br />
Current income tax is based on the taxable income of the<br />
current financial year and is accrued as expenditure.<br />
2.18 Deferred income tax liabilities<br />
Deferred income tax is determined by the liability method<br />
using the legally applicable income tax rates on all<br />
valuation differences. Tax savings due to tax losses carried<br />
forward to be offset against future taxable income and<br />
other deferred tax credits are disclosed only to the extent<br />
that it is probable that future taxable income will be available<br />
against which the deductible temporary differences<br />
can be utilized.<br />
2.19 Provisions<br />
A provision is only disclosed if the company has a current<br />
(legal or de facto) liability in respect of a past event and<br />
it is probable the discharge of the liability will result in an<br />
outflow of resources and a reliable estimate of the amount<br />
of the liability has been made. If no provision could be<br />
made because one of the above criteria was not met, a<br />
corresponding contingent liability must be disclosed.<br />
Provisions are checked at each balance sheet date and<br />
adjusted to the current best estimate. If the corresponding<br />
interest rate effect is significant then the amount of the<br />
provision corresponds to the cash value necessary in order<br />
to discharge the liability. In the event of discounting, the
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 42<br />
consolidated financial statements<br />
increase in the provision over time is treated as interest<br />
expenditure. If it is expected that the expenditure in respect<br />
of the discharge of a liability against which a provision<br />
has been made will be reimbursed by a third party, then<br />
this reimbursement is recorded only when it is practically<br />
certain that the <strong>Group</strong> will receive the reimbursement.<br />
2.20 Financial leasing and operating leasing<br />
Leasing agreements in which the <strong>Schulthess</strong> <strong>Group</strong> in the<br />
main assumes most or all of the risks and opportunities as<br />
owner of the property are categorized as financial leases.<br />
Assets used by the owner that are acquired within the<br />
framework of a financial leasing agreement are assigned a<br />
value corresponding to their fair value or, if lower, the cash<br />
value of the minimum leasing payments since commencement<br />
of the lease minus accumulated depreciation and<br />
expenditure associated with loss of value.<br />
A leasing agreement is categorized as operating leasing if<br />
in the main most or all the risks and opportunities associated<br />
with the property remain with the lessor. Leasing payments<br />
made within the framework of an operating leasing<br />
agreement are recorded on the straight-line method<br />
throughout the duration of the leasing agreement.<br />
2.21 Treasury shares<br />
Treasury shares are shown at cost and are setoff against<br />
shareholders‘ equity.<br />
2.22 Earnings per share (EPS)<br />
The undiluted earnings per share are determined by dividing<br />
the profit, after deducting minority shareholdings, by<br />
the weighted average number of shares circulating during<br />
the reporting period. The diluted earnings per share also<br />
include all potential dilution effects.<br />
2.23 Recording of sales revenue and income<br />
Sales revenue consists of all sales of goods and services<br />
less deductions such as rebates, quantity discounts, cash<br />
discounts as well as value added tax and commissions.<br />
They are recorded at the time of transfer of utilization and<br />
risk. Services are recorded when they are provided. At the<br />
end of the current financial year, the service subscriptions<br />
for the following year are invoiced to customers and<br />
accrued as a liability.<br />
Revenue from long-term construction contracts is recorded<br />
in accordance with the Percentage-of-Completion-Method.<br />
2.24 Share-based payments<br />
Compensation resulting from the option plan is recorded<br />
as expenditure at grant date.<br />
2.25 Derivate financial instruments<br />
The <strong>Schulthess</strong> <strong>Group</strong> does not make use of derivative<br />
financial instruments as hedge against foreign exchange<br />
and interest rate risks.<br />
2.26 Dividends<br />
Dividends are recorded as liabilities in the period when<br />
they were declared.<br />
2.27 Segments<br />
The <strong>Schulthess</strong> <strong>Group</strong> is active in two business segments<br />
according to its organizational structure. In the primary<br />
segment – subdivided into Heating/Cooling Technology<br />
and Washing Technology – the <strong>Schulthess</strong> <strong>Group</strong> is<br />
involved in the development, production, marketing and<br />
servicing of heat pumps and refrigeration products and<br />
washing machines. In the secondary segment, the key<br />
figures are presented from a geographical point of view.<br />
The costs accruing in the <strong>Schulthess</strong> <strong>Group</strong> AG (holding<br />
company) are stated under Corporate. These refer to both<br />
segments.<br />
2.28 Transactions with minority shareholders<br />
Transactions with minorities are treated like transactions<br />
with own shareholders. Purchases and sales of minority<br />
shares are booked under share equity. Possible differences<br />
to the disclosed minority shares are booked against reserves<br />
(economic entity model).
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 43<br />
consolidated financial statements<br />
3. Management of financial risks<br />
Risk policy<br />
The <strong>Schulthess</strong> <strong>Group</strong> is exposed to various risks,<br />
which are primarily related to currency and interest rate<br />
fluctuations. Management regularly monitors these risks.<br />
Wherever possible, the shortest available term is chosen<br />
for bank financing. Foreign currencies are held for future<br />
requirements. The <strong>Schulthess</strong> <strong>Group</strong> does not engage in<br />
any derivative financial instruments to hedge against such<br />
risks.<br />
Furthermore the <strong>Group</strong>‘s risk management policy also<br />
includes risk coverage based on a comprehensive, efficient<br />
insurance protection.<br />
Liquidity risk<br />
The <strong>Group</strong>‘s financial management ensures that companies<br />
in the <strong>Schulthess</strong> <strong>Group</strong> always have access to optimum<br />
liquidity. Cash and cash equivalents are invested on a<br />
short-term basis. Sufficient credit-lines are available from<br />
Swiss banks to bridge any short-term liquidity shortages.<br />
Interest rate risk<br />
Contracting of bank financing and the connected interest<br />
rate conditions are administered centrally. Interest rates<br />
for both short-term and long-term bank loans are fixed at<br />
the conclusion of the transaction.<br />
Foreign currency risk<br />
The <strong>Schulthess</strong> <strong>Group</strong> only operates in Europe, primarily<br />
in Western and Central Europe. It only operates in the<br />
currencies CHF, EUR and DKK. Exchange rate fluctuations,<br />
in particular concerning the EUR, could affect the disclosed<br />
net assets.<br />
Credit failure risk<br />
The <strong>Schulthess</strong> <strong>Group</strong> is susceptible to financial losses if<br />
a business associate is unable or unwilling to honour its<br />
obligations.<br />
Cash and cash equivalents are held mainly in the form of<br />
current accounts or short-term deposits with Swiss banks.<br />
Receivables for goods and services are continuously monitored<br />
at local level as well as via the <strong>Group</strong>‘s management<br />
reporting. Credit risks are minimised because of a broad<br />
customer base.<br />
4. Assessments and evaluations of<br />
accounting presentation risks<br />
<strong>Group</strong> Management has discussed the development and<br />
disclosure of critical presentation methods. This evaluation<br />
is based on experience and other factors, such as expectations<br />
of future events, that appear appropriate under the<br />
present circumstances.<br />
The value of acquired goodwill is verified every year.<br />
Any loss in value is charged directly to the consolidated<br />
income statement.<br />
If the estimated pre-tax discount rate (WACC) applied<br />
to the discounted cash flows had been 10 % higher than<br />
management‘s estimates (for example 9.35 % instead<br />
of 8.5 %), the <strong>Schulthess</strong> <strong>Group</strong> would still not have to<br />
recognise an impairment against goodwill.<br />
The accrual of deferred income tax for offsetting losses<br />
carried forward in future is based, on the one hand, on the<br />
positive financial result achieved in <strong>2006</strong> and, on the other<br />
hand, on the budget and medium-term planning.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 44<br />
consolidated financial statements<br />
5. Segment Information<br />
5.1 Primary reporting format: business segments<br />
5.1.1 Income Statement<br />
in CHF 1,000 Heating/Cooling Tech. Washing Technology Corporate 1)<br />
Elimination 2)<br />
Total<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
Total segment net sales 179,253 61,882 119,653 117,275 0 0 298,906 179,157<br />
Inter-segment sales 494 311 3,948 2,271 –4,442 –2,582 0 0<br />
Total Net Sales 179,747 62,193 123,601 119,546 –4,442 –2,582 298,906 179,157<br />
Depreciation on property, plant and equipment 2,839 974 5,196 4,280 0 0 8,035 5,254<br />
Impairment of property, plant and equipment 0 0 277 469 0 0 277 469<br />
Non-cash expenses (income) 403 663 –470 –1,030 –770 0 –837 –367<br />
Operating profit EBIT 30,417 9,712 16,817 16,123 –843 –974 46,391 24,861<br />
Share of loss of associates 0 0 0 –60 0 –60<br />
Financial result –340 47<br />
Profit before income tax 46,051 24,848<br />
Income tax expenses –13,786 –6,546<br />
Profit for the year 32,265 18,302<br />
5.1.2 Balance sheet<br />
in CHF 1,000 Heating/Cooling Tech. Washing Technology Corporate Total<br />
31.12.06 31.12.05 31.12.06 31.12.05 31.12.06 31.12.05 31.12.06 31.12.05<br />
Assets 110,140 70,469 98,573 94,972 4,911 8,644 213,624 174,085<br />
Liabilities –32,060 –20,706 –34,312 –32,942 –17,729 –15,679 –84,101 –69,327<br />
Net assets 78,080 49,763 64,261 62,030 –12,818 –7,035 129,523 104,758<br />
5.1.3 Capital expenditure (CAPEX)<br />
in CHF 1,000 Heating/Cooling Tech. Washing Technology Corporate Total<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
Total 11,475 4,064 7,527 10,761 0 0 19,002 14,825<br />
5.1.4 Expense for Research & Development<br />
in CHF 1,000 Heating/Cooling Tech. Washing Technology Corporate Total<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
Total 1,354 761 2,805 2,471 0 0 4,159 3,232<br />
1) Mainly costs of the parent company<br />
2) Inter-segment transactions are valued at market conditions.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 45<br />
consolidated financial statements<br />
5.2.4 Analysis of sales by category<br />
5.2 Secondary reporting format: geographical segments<br />
5.2.1 Sales; based on the country the customer is located<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Switzerland 148,091 135,658<br />
Germany 118,395 23,400<br />
Austria 14,897 10,086<br />
Denmark 8,316 5,977<br />
Other European countries 16,903 9,415<br />
Total 306,602 184,536<br />
5.2.2 Total assets; based on where the assets are located<br />
in CHF 1,000 31.12.06 31.12.05<br />
Switzerland 111,645 109,279<br />
Germany 88,884 52,330<br />
Austria 2,517 2,903<br />
Denmark 10,578 9,573<br />
Total 213,624 174,085<br />
5.2.3 Capital expenditure (CAPEX); based on where the assets are<br />
located<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Switzerland 7,737 10,778<br />
Germany 10,404 1,237<br />
Austria 20 31<br />
Denmark 841 2,779<br />
Total 19,002 14,825<br />
Heating/Cooling Tech. Washing Technology Total<br />
<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
Sales of goods 177,249 62,955 77,083 75,245 254,332 138,200<br />
Revenue from services 6,992 1,065 45,278 45,271 52,270 46,336<br />
Total Sales 184,241 64,020 122,361 120,516 306,602 184,536<br />
Sales deductions –4,988 –2,138 –2,708 –3,241 –7,696 –5,379<br />
Net Sales 179,253 61,882 119,653 117,275 298,906 179,157
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 46<br />
consolidated financial statements<br />
6. Trade receivables<br />
in CHF 1,000 31.12.06 31.12.05<br />
Gross amount 43,358 30,295<br />
Less: value adjustments of receivables –792 –1,378<br />
Total 42,566 28,917<br />
The book value corresponds to the fair value.<br />
Amount of impairment charged to income statement<br />
under position „sales deductions“<br />
7. Other receivables<br />
–586 525<br />
in CHF 1,000 31.12.06 31.12.05<br />
Prepayments 497 458<br />
Other receivables 2,508 1,655<br />
Receivables from staff pension fund <strong>Schulthess</strong><br />
<strong>Group</strong> AG<br />
0 1,198<br />
Total 3,005 3,311<br />
The book value corresponds to the fair value.<br />
8. Inventories and long-term construction<br />
contracts<br />
in CHF 1,000 31.12.06 31.12.05<br />
Raw material 18,023 10,739<br />
Work in progress 10,905 7,473<br />
Finished goods 15,538 10,620<br />
Service parts 9,237 9,560<br />
Long-term construction contracts (PoC) 1,092 0<br />
Gross amount 54,795 38,392<br />
Less: value adjustments for obsolete inventories –5,890 –5,462<br />
Total 48,905 32,930<br />
Amount of value adjustments to inventories<br />
charged to income statement under position<br />
„cost of material“<br />
428 –430<br />
Pledged inventories 0 0<br />
Details of long-term construction contracts (PoC)<br />
in CHF 1,000 31.12.06 31.12.05<br />
Revenues from long-term construction contracts<br />
(PoC)<br />
14,915 0<br />
Accrued contract costs and recognized profit 4,994 0<br />
Progress billings (Prepayments) –3,902 0<br />
Contracts in process net (PoC) 1,092 0<br />
Contracts in process due from customers (asset) 1,092 0<br />
Contracts in process due to customers (liability) 0 0<br />
Contracts in process net (PoC) 1,092 0<br />
Advances received from customers (PoC) 124 0<br />
Retentions 0 0
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 47<br />
consolidated financial statements<br />
9. Property, plant and equipment<br />
in CHF 1,000 Land Buildings Machinery,<br />
Vehicles<br />
Gross book value at 1 January 2005 13,555 29,263 49,669 92,487<br />
Acquisition of subsidiary 0 0 6,682 6,682<br />
Additions 2,052 3,215 7,604 12,871<br />
Disposals – 412 – 91 – 531 – 1,034<br />
Currency translation differences 3 23 25 51<br />
Gross book value at 31 December 2005 15,198 32,410 63,449 111,057<br />
Accumulated depreciation at 1 January 2005 0 1,262 37,175 38,437<br />
Acquisition of subsidiary 0 0 3,301 3,301<br />
Depreciation charge 0 1,256 3,376 4,632<br />
Impairment 0 469 0 469<br />
Disposals 0 0 – 424 – 424<br />
Currency translation differences 0 2 11 13<br />
Accumulated depreciation at 31 December 2005 0 2,989 43,439 46,428<br />
Net book value at 31 December 2005 15,198 29,421 20,010 64,629<br />
Gross book value at 1 January <strong>2006</strong> 15,198 32,410 63,449 111,057<br />
Additions 1,971 4,571 9,778 16,320<br />
Disposals 0 0 –1,642 –1,642<br />
Currency translation differences 75 257 424 756<br />
Gross book value at 31 December <strong>2006</strong> 17,244 37,238 72,009 126,491<br />
Accumulated depreciation at 1 January <strong>2006</strong> 0 2,989 43,439 46,428<br />
Depreciation charge 0 1,269 5,516 6,785<br />
Impairment * 0 277 0 277<br />
Disposals 0 0 –1,552 –1,552<br />
Currency translation differences 0 19 228 247<br />
Accumulated depreciation at 31 December <strong>2006</strong> 0 4,554 47,631 52,185<br />
Net book value at 31 December <strong>2006</strong> 17,244 32,684 24,378 74,306<br />
* Because a tenant prematurely ended his rental agreement, an impairment of CHF 0.277 million had to be made. The basis for the calculation of the<br />
impairment was the value in use method. The cash value of future rental payments was calculated. Because the building will be demolished at the<br />
termination of the rental agreement, rental payments for the next 3 years were considered. The amount of CHF 0.277 million was allocated to the<br />
segment Washing technology.<br />
Total
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 48<br />
consolidated financial statements<br />
Further information to property, plant and equipment<br />
in CHF 1,000 31.12.06 31.12.05<br />
Pledged assets under restriction of ownership<br />
Secured land and buildings<br />
– Book value 0 0<br />
– Secured amount 0 0<br />
– Amount drawn 0 0<br />
Prepayments for machinery and vehicles 4,449 2,173<br />
Net book value for machinery und vehicles in finance lease 353 346<br />
Amount for contractual liabilities for the acquisition of<br />
nun-current assets<br />
4,126 1,237
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 49<br />
consolidated financial statements<br />
10. Intangible assets<br />
in CHF 1,000 Acquired<br />
intangible assets<br />
Acquired<br />
development<br />
costs<br />
Generated<br />
development<br />
costs<br />
Goodwill Total<br />
Gross book value at 1 January 2005 3,851 865 1,611 6,426 12,753<br />
Acquisition of subsidiary 96 0 0 14,348 14,444<br />
Additions 172 72 1,710 104 2,058<br />
Disposals – 91 0 0 0 – 91<br />
Change in provisions of earn out 0 0 0 – 1,033 – 1,033<br />
Currency translation differences 10 0 0 0 10<br />
Gross book value at 31 December 2005 4,038 937 3,321 19,845 28,141<br />
Accumulated depreciation at 1 January 2005 1,666 568 40 1,095 3,369<br />
Acquisition of subsidiary 11 0 0 0 11<br />
Depreciation charge 298 109 215 0 622<br />
Disposals – 91 0 0 0 – 91<br />
Currency translation differences 4 0 0 0 4<br />
Accumulated depreciation at 31 December 2005 1,888 677 255 1,095 3,915<br />
Net book value at 31 December 2005 2,150 260 3,066 18,750 24,226<br />
Gross book value at 1 January <strong>2006</strong> 4,038 937 3,321 19,845 28,141<br />
Purchase Price Allocation KKT Kraus; IFRS 3 7,223 0 0 – 6,791 432<br />
Additions 326 285 2,071 0 2,682<br />
Disposals –5 0 –36 0 –41<br />
Change in provisions of earn out 0 0 0 2,073 2,073<br />
Currency translation differences 40 0 58 0 98<br />
Gross book value at 31 December <strong>2006</strong> 11,622 1,222 5,414 15,127 33,385<br />
Accumulated depreciation at 1 January <strong>2006</strong> 1,888 677 255 1,095 3,915<br />
Depreciation charge 365 159 726 0 1,250<br />
Disposals –11 0 – 8 0 –19<br />
Currency translation differences 30 0 9 0 39<br />
Accumulated depreciation at 31 December <strong>2006</strong> 2,272 836 982 1,095 5,185<br />
Net book value at 31 December <strong>2006</strong> 9,350 386 4,432 14,032 28,200<br />
The generated development costs not yet used as assets were CHF 0.915 million as per 31 December <strong>2006</strong> (2005: CHF 1.361 million).<br />
The acquired trade marks with indefinite useful lives amounts to CHF 7.563 million (2005: CHF 1.421 million).
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 50<br />
consolidated financial statements<br />
Impairment test for goodwill<br />
The impairment test for goodwill was made in December <strong>2006</strong> for the financial year <strong>2006</strong>. The same procedure was followed for the acquired trade marks of<br />
Genvex A/S and KKT Kraus Kälte- und Klimatechnik GmbH.<br />
The value-in-use for goodwill is based on the following essential assumptions:<br />
Cash-generating unit (CGU) Book value<br />
of goodwill<br />
Currency Gross<br />
Margin<br />
Growth<br />
rate<br />
Discount rate<br />
(WACC)<br />
Projection<br />
period<br />
Novelan AG 605 CHF 40 % 14 % 9 % 5 years<br />
Calmotherm AG 260 CHF 29 % 15 % 9 % 5 years<br />
Alpha-Innotec GmbH 2,724 EUR 45 % 25 % 8.5 % 5 years<br />
Genvex A/S 946 DKK 51 % 20 % 8.5 % 5 years<br />
KKT Kraus Kälte- und Klimatechnik GmbH 9,497 EUR 44 % 10 % 8.5 % 5 years<br />
Total in CHF 1,000 14,032<br />
Goodwill-values allocated to the segments as follows:<br />
in CHF 1,000 Washing Technology Heating/Cooling Technology Total<br />
31.12.06 31.12.05 31.12.06 31.12.05 31.12.06 31.12.05<br />
Switzerland 305 305 560 560 865 865<br />
Germany 0 0 12,221 17,072 12,221 17,072<br />
Denmark 0 0 946 813 946 813<br />
Total 305 305 13,727 18,445 14,032 18,750<br />
The book value of the purchased goodwill at 31 December <strong>2006</strong><br />
amounts to CHF 14.032 million (2005: CHF 18.750 million). This was<br />
allocated to the cash generating units. The target amount for a cash<br />
generating unit is based on a value-in-use calculation. The cashflow<br />
projection is based on a medium-term plan covering a 5 year period<br />
laid down by management and approved by the board of directors.<br />
The cashflows expected in this period, were extrapolated based on<br />
the growth rates shown above. These growth rates are in line with<br />
past experience for the expected long-term average growth in the<br />
corresponding business segment. The gross profit margin laid down by<br />
management is based on past experience.<br />
The applied discount rate (WACC) is before tax.<br />
Based on the impairment test there was no need for impairment in<br />
<strong>2006</strong>.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 51<br />
consolidated financial statements<br />
11. Financial liabilities<br />
in CHF 1,000 31.12.06 31.12.05<br />
Short-term bank overdrafts 732 1,587<br />
Fixed bank advance; Period: 23.12.05–23.12.07,<br />
interest rate: 2.25 % p.a.<br />
Fixed bank advance; Period: 23.12.05–23.12.06,<br />
interest rate: 1.95 % p.a.<br />
5,000 0<br />
0 5,000<br />
Total 5,732 6,587<br />
The book value is approximately the market value.<br />
No assets are pleged as security for these borrowings.<br />
12. Other payables<br />
in CHF 1,000 31.12.06 31.12.05<br />
Tax (without income tax) 2,440 2,152<br />
Social security payments 390 850<br />
Prepayments from customers 5,417 4,933<br />
Leasing liabilities 355 346<br />
Earn out payment for acquisitions 2,740 0<br />
Other liabilities 2,087 1,768<br />
Total 13,429 10,049<br />
13. Accrued expenses<br />
in CHF 1,000 31.12.06 31.12.05<br />
Revenue from services concerning following year 9,087 8,871<br />
Revenue reimbursement to customers 218 227<br />
Personnel: vacation, overtime etc. 9,823 6,635<br />
Other accrued expenses 1,965 1,371<br />
Total 21,093 17,104<br />
14. Financial loans<br />
in CHF 1,000 31.12.06 31.12.05<br />
Bank loan 1,558 1,474<br />
Fixed bank loan; Period: 23.12.05–23.12.07,<br />
interest rate: 2.25 % p.a.<br />
0 5,000<br />
Total 1,558 6,474<br />
The book value is approximately the market value.<br />
No assets are pledged as security for this loan.<br />
15. Leasing-liabilities<br />
Leasing-liabilities at 31 December <strong>2006</strong>:<br />
in CHF 1,000<br />
Due in financial year<br />
Operating-<br />
Leasing<br />
Finance-<br />
Leasing<br />
2007 280 131<br />
2008 199 174<br />
2009 97 29<br />
2010 75 21<br />
later 22 –<br />
Total 673 355<br />
Deduction of financing expenses –2<br />
Total without financing expenses 353<br />
Previous year 539 346<br />
Operating-Leasing contracts of <strong>Schulthess</strong> <strong>Group</strong> are mainly for vehicles<br />
only. Contract period is maximum 5 years.<br />
Operating leasing charged to income statement <strong>2006</strong> were CHF 0.329<br />
million (2005: CHF 0.631million).<br />
Finance-Leasing contracts are only for vehicles.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 52<br />
consolidated financial statements<br />
16. Provisions<br />
in CHF 1,000 Warranty Earn out payments<br />
for acquisition<br />
of subsidiaries<br />
Long-term<br />
provisions for<br />
personnel<br />
Balance at 1 January 2005 4,080 1,306 911 6,297<br />
Acquisition of subsidiaries 364 800 0 1,164<br />
Creation 3,214 0 0 3,214<br />
Utilisation – 3,442 – 33 0 – 3,475<br />
Dissolution – 105 – 1,033 – 104 – 1,242<br />
Currency translation differences 8 0 0 8<br />
Balance at 31 December 2005 4,119 1,040 807 5,966<br />
Thereof short-term 2,184 0 0 2,184<br />
Thereof long-term 1,935 1,040 807 3,782<br />
Balance at 1 January <strong>2006</strong> 4,119 1,040 807 5,966<br />
Creation 3,202 1,970 0 5,172<br />
Utilisation –3,180 0 0 –3,180<br />
Dissolution 0 –2,740 –557 –3,297<br />
Currency translation differences 69 0 0 69<br />
Balance at 31 December <strong>2006</strong> 4,210 270 250 4,730<br />
Thereof short-term 2,064 0 0 2,064<br />
Thereof long-term 2,146 270 250 2,666<br />
The <strong>Schulthess</strong> <strong>Group</strong> grants a warranty on its products as a rule for 2 years. During this period products are repaired or<br />
replaced free of charge. The provision is calculated on actual costs for warranty and replacement in relation to the sales<br />
achieved.<br />
The medium-term plan forms the basis for earn out payment for acquisitions of subsidiaries. This applies only to Genvex<br />
A/S and KKT Kraus Kälte- und Klimatechnik GmbH.<br />
The final earn out payment for KKT Kraus Kälte- und Klimatechnik GmbH amounts to CHF 2.740 million and is shown under<br />
the position 12. „Other payables“.<br />
The remaining amount (CHF 0.270 million) is provided for Genvex A/S.<br />
Total
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 53<br />
consolidated financial statements<br />
17. Tax<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Current tax 11,993 6,464<br />
Change in deferred income tax 1,793 82<br />
Total income tax expense 13,786 6,546<br />
Transitions of income tax expense<br />
Profit before income tax 46,051 24,848<br />
Average weighted group tax rate 30,47 % 27,59 %<br />
Income tax calculated at group tax rate 14,030 6,856<br />
+/- effect:<br />
Expenses not deductible for tax purposes 5 538<br />
Utilisation of previously not capilalized tax losses –2 – 714<br />
Income not subject to tax –256 – 32<br />
Previous years and other items 9 – 102<br />
Total income tax expense 13,786 6,546<br />
in % of profit before income tax 29.94 % 26.34 %<br />
Composition of deferred income tax<br />
Proof according to balance sheet items<br />
in CHF 1,000<br />
31.12.<strong>2006</strong><br />
Assets<br />
31.12.<strong>2006</strong><br />
Liabilities<br />
31.12.2005<br />
Assets<br />
31.12.2005<br />
Liabilities<br />
Losses carried foward 735 0 901 0<br />
Trade receivables 0 390 0 300<br />
Inventories 0 1,423 0 1,147<br />
Non-current assets 0 10,386 0 9,026<br />
Liabilities and provisions 56 1,138 179 909<br />
Total 791 13,337 1,080 11,382<br />
On valuation differences on participations (<strong>2006</strong>: CHF 32.8 million, 2005: CHF 16.8 million) no deferred taxes were recorded.<br />
Change in deferred income tax<br />
in CHF 1,000 <strong>2006</strong><br />
Assets<br />
<strong>2006</strong><br />
Liabilities<br />
2005<br />
Assets<br />
2005<br />
Liabilities<br />
Balance at 1 January 1,080 11,382 381 10,331<br />
Acquisition of subsidiary 0 0 0 270<br />
Creation; as per IFRS 3 – PPA KKT Kraus GmbH 0 432 0 0<br />
Creation 0 1,914 720 969<br />
Utilisation –295 – 416 – 23 – 190<br />
Currency translation differences 6 25 2 2<br />
Balance at 31 December 791 13,337 1,080 11,382<br />
Capitalized gross amount of tax losses carried foward of<br />
subsidiaries, which incurred losses in the last two years 3,346 3,367
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 54<br />
consolidated financial statements<br />
18. Employee benefits<br />
18.1 Status of pension funds<br />
in CHF 1,000 31.12.<strong>2006</strong> 31.12.2005<br />
Present value of funded obligations 90,833 82,322<br />
Fair value of plan assets –86,110 – 82,878<br />
4,723 – 556<br />
Unrecognised actuarial gains / (losses) – 6,197 1,113<br />
Pension fund (assets) / liabilities in the balance sheet –1,474 557<br />
18.2 Pension fund expense for the year<br />
<strong>2006</strong> 2005<br />
Current service costs 1,926 2,228<br />
Interest expense 2,676 2,667<br />
Expected income from plan assets –2,900 – 2,609<br />
Actuarial (gains) –1,237 0<br />
Total pension fund expense for the year 465 2,286<br />
Actual income from plan assets 5,440 6,381<br />
18.3 Development of the defined benefit plan liability<br />
<strong>2006</strong> 2005<br />
Balance at 1 January 82,322 76,194<br />
Current service costs 1,926 2,228<br />
Interest expense 2,676 2,667<br />
Contributions by plan participants 2,295 1,966<br />
Actuarial losses 8,612 2,005<br />
Benefit payments – 6,998 –2,738<br />
Balance at 31 December 90,833 82,322<br />
18.4 Development of the fair value of plan assets<br />
<strong>2006</strong> 2005<br />
Balance at 1 January 82,878 74,553<br />
Expected income on plan assets 2,900 2,609<br />
Actuarial gains 2,540 4,098<br />
Employer contributions 2,495 2,390<br />
Employee contributions 2,295 1,966<br />
Benefit payments –6,998 –2,738<br />
Balance at 31 December 86,110 82,878
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 55<br />
consolidated financial statements<br />
18.5 Composition of plan assets<br />
<strong>2006</strong> in % 2005 in %<br />
Equity 14,420 17 % 14,390 17 %<br />
Debt 68,130 79 % 65,090 79 %<br />
Other 3,560 4 % 3,398 4 %<br />
Total 86,110 100 % 82,878 100 %<br />
18.6 Weighted actuarial assumptions<br />
31.12.<strong>2006</strong> 31.12.2005<br />
<strong>Annual</strong> discount rate 3.25 % 3.50 %<br />
Long-term expected income from plan assets 3.50 % 3.50 %<br />
Future annual salary increases 1.50 % 1.50 %<br />
Future annual pension increases 0.50 % 0.50 %<br />
Average life expectancy of males at pension date 17.56 years 17,56 years<br />
Average life expectancy of females at pension date 21.15 years 21.15 years<br />
The long-term expected annual income is based on the following assumptions:<br />
Equity: 6 %<br />
Debt: 3 %<br />
Other: 4 %<br />
18.7 Other disclosures<br />
31.12.<strong>2006</strong> 31.12.2005<br />
Adjustments from experience on plan liabilities 4,542 –4,116<br />
Adjustments from experience on plan assets 2,540 4,097<br />
18.8 Pension expense<br />
<strong>2006</strong> 2005<br />
Defined contribution plan pension expense 835 249
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 56<br />
consolidated financial statements<br />
19. Shareholders‘ equity<br />
Equity categories are defined as follows:<br />
• Share capital is the share capital of the parent company <strong>Schulthess</strong><br />
<strong>Group</strong> AG.<br />
• Capital reserves are premiums from capital increases by the<br />
<strong>Schulthess</strong> <strong>Group</strong> AG as well as profits/losses out from sales of own<br />
shares.<br />
• Treasury shares are own shares bought back by <strong>Schulthess</strong> <strong>Group</strong><br />
AG through the Stock Exchange at market price.<br />
• Retained earnings are all retained profits of group companies and all<br />
other reserves.<br />
Development of share capital<br />
Issued shares of CHF 2.00 par value and nominal value<br />
of shares in CHF 1,000<br />
Issued<br />
shares<br />
(number)<br />
The share capital is made up of 1,062,500 registered shares with a<br />
nominal value of CHF 2.00 fully paid up. Each registered share with<br />
voting rights entitles one vote.<br />
There exists neither approved nor conditional share capital. Profits from<br />
the parent company as well as the subsidiaries can only be distributed<br />
after taking into account the maximum legal and statutory requirements<br />
for the transfer to legal reserves.<br />
In financial year <strong>2006</strong> non distributable reserves amount to CHF 3.8<br />
million (2005: CHF 2.8 million).<br />
Sharecapital<br />
(in CHF 1,000)<br />
Treasury shares<br />
(number)<br />
Treasury shares<br />
(in CHF 1,000)<br />
Circulated shares<br />
(number)<br />
Circulated shares<br />
(in CHF 1,000)<br />
Balance at 1 January 2005 1,062,500 2,125 – 41,839 – 84 1,020,661 2,041<br />
Treasury shares purchased 0 0 – 7,686 – 15 – 7,686 – 15<br />
Treasury shares sold 0 0 49,525 99 49,525 99<br />
Balance at 31 Decmeber 2005 1,062,500 2,125 0 0 1,062,500 2,125<br />
Balance at 1 January <strong>2006</strong> 1,062,500 2,125 0 0 1,062,500 2,125<br />
Treasury shares purchased 0 0 –2,310 –5 –2 310 –5<br />
Treasury shares sold 0 0 2,310 5 2,310 5<br />
Balance at 31 December <strong>2006</strong> 1,062,500 2,125 0 0 1,062,500 2,125
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 57<br />
consolidated financial statements<br />
20. Personnel expenses<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Salaries 65,648 44,446<br />
Termination payments 0 165<br />
Social security costs 8,305 4,814<br />
Share-based payments 624 1,683<br />
Pension cost for defined benefit plans 465 2,286<br />
Pension cost for defined contribution plans 835 249<br />
Other personnel expenses 4,596 3,102<br />
Total 80,473 56,745<br />
20.1 Employees per segment at year-end<br />
31.12.<strong>2006</strong> 31.12.2005<br />
Heating and Cooling Technology 616 396<br />
Washing Technology 453 437<br />
Total 1,069 833<br />
20.2 Employees per country at year-end<br />
31.12.<strong>2006</strong> 31.12.2005<br />
Switzerland 465 445<br />
Germany 513 322<br />
Austria 16 16<br />
Denmark 75 50<br />
Total 1,069 833<br />
20.3 Average number of employees<br />
<strong>2006</strong> 2005<br />
Total 951 618<br />
20.4 Unexercised options on shares of the <strong>Schulthess</strong> <strong>Group</strong> AG<br />
Board of directors of <strong>Schulthess</strong> <strong>Group</strong> AG as well as the group management receive<br />
a minimum of 14 %, but a maximum of 42 % of their directors fees and bonuses in<br />
form of options and shares. The option scheme was set up in April 2002. All options<br />
and shares are blocked for three years and can thereafter be exercised during the<br />
period of one year. Cash settlements are not foreseen. The allocation of options<br />
since 2005 has been fully delegated to a Swiss bank.<br />
Personnel expense for the options schemes 2003, 2004, 2005 and <strong>2006</strong> amounts to<br />
CHF 0.3 million (2005: CHF 0.4 million).<br />
The regulations were amended in July <strong>2006</strong> as follows: The vesting period of 48<br />
months was reduced to 15 months. These resulted in a non-recurring expense of<br />
CHF 0.2 million.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 58<br />
consolidated financial statements<br />
Unexercised options<br />
Average strike price<br />
(CHF per share)<br />
<strong>2006</strong> 2005<br />
Number of<br />
options<br />
Average strike price<br />
(CHF per share)<br />
At 1 January 140,56 51,435 120,24 70,450<br />
Options granted 600,00 2,670 290,00 6,885<br />
Options exercised 105,00 –25,400 125,00 –25,900<br />
Options exercised, prematurely 134,00 – 6,250 – 0<br />
Options exercised, prematurely 290,00 –1,440 – 0<br />
At 31 December 233,63 21,015 140,56 51,435<br />
Out of the 21,015 open options (2005: 51,435) none were exercisable<br />
(2005: 0). In <strong>2006</strong> all of the exercisable options were converted into<br />
shares. A total of 33,090 shares were bought (2005: 25,900).<br />
The strike price was CHF 105.00, CHF 134.00 and CHF 290.00.<br />
Average market price of the share was CHF 590.<br />
Conversion ratio for all options is 1 option : 1 registered share.<br />
Number of<br />
Number of unexercised options have the following maturity dates:<br />
Number of unexercised options<br />
Maturity date Strike price<br />
(CHF per share)<br />
<strong>2006</strong> 2005<br />
March 2007 (ESOP 2003) 105,00 0 25,400<br />
March 2008 (ESOP 2004) 134,00 12,900 19,150<br />
April 2009 (ESOP 2005) 290,00 5,445 6,885<br />
March 2010 (ESOP <strong>2006</strong>) 600,00 2,670 0<br />
21,015 51,435<br />
The fair value for options is calculated using the binomial method with the following parameters:<br />
<strong>2006</strong> 2005<br />
Share price CHF 485 CHF 225<br />
Strike price CHF 600 CHF 290<br />
Duration 4 years 4 years<br />
Volatility 22.0 % 23.2 %<br />
Riskless interest 2.37 % 1.57 %<br />
Conversion ratio 1/1 1/1<br />
Dividend 2005 – CHF 7.00<br />
<strong>2006</strong> CHF 8.00 CHF 7.00<br />
2007 CHF 8.00 CHF 7.00<br />
2008 CHF 8.00 CHF 7.00<br />
2009 CHF 8.00 –<br />
Fair value at issue<br />
Volatility is based on the discounted historical volatitity of the past year.<br />
CHF 48.20 CHF 16.50<br />
Further issued share capital instruments<br />
As a part of the bonus to the management 650 shares (2005: 1,265)<br />
were issued in <strong>2006</strong>. These were definitely bought, but are blocked for<br />
a period of 3 years. In consideration for this blocked period the selling<br />
options<br />
price per share was CHF 407, whereas market price was CHF 485 per<br />
share. This represents a discount of 16 %. These shares are entitled to<br />
dividends.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 59<br />
consolidated financial statements<br />
21. Finance income<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Interest on cash equivalents and trade receivables 262 276<br />
Total 262 276<br />
22. Finance expenses<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Interest expense on bank loans and from third parties 602 229<br />
Total 602 229<br />
23. Earnings per share (EPS)<br />
and dividend per share<br />
in CHF <strong>2006</strong> 2005<br />
Profit for the year attributable to shareholders 31,705,000 17,892,000<br />
Weighted average number of shares in circulation 1,062,140 1,049,414<br />
Basic earnings per share 29.85 17.05<br />
Profit for the year attributable to share holders 31,705,000 17,892,000<br />
Weighted average number of ordinary shares in circulation 1,062,140 1,049,414<br />
Adjustments for share options 360 13,086<br />
Diluted earnings per share 29.84 16.84<br />
Dividend paid per registered share 8.00 7.00<br />
Amount of dividends paid to shareholders 8,480,000 7,145,000<br />
Proposal of the Board of Directors to the <strong>Annual</strong> General Meeting on 19 April 2007:<br />
Payment of a dividend of CHF 12.00 per registered share; amounting to a total dividend of<br />
CHF 12,750,000.
<strong>Schulthess</strong> <strong>Group</strong> Finances Notes to the 60<br />
consolidated financial statements<br />
24. Acquisition of subsidiaries<br />
On 23 December 2005 <strong>Schulthess</strong> <strong>Group</strong> AG acquired 100 % of shares<br />
with voting rights of KKT Kraus Kälte- und Klimatechnik GmbH. The<br />
goodwill of CHF 14,3 million shown in the balance sheet at 31 December<br />
2005 was only a provisional figure. The purchase price allocation (IFRS<br />
3) was made in the first half of <strong>2006</strong> with the following results:<br />
in CHF 1,000 Fair Value<br />
<strong>2006</strong><br />
Book value<br />
2005<br />
Cash and cash equivalents 2,563 2,563<br />
Current assets 13,141 13,141<br />
Non-current assets 3,466 3,466<br />
Trademarks and customer lists 7,223 0<br />
Goodwill 9,497 14,348<br />
Third-party liabilities (incl. deferred tax) – 12,823 – 12,391<br />
Total purchase price 23,067 21,127<br />
Provisions for earn out payments 0 800<br />
Purchase price paid 23,067 20,327<br />
Less: cash and cash equivalents – 2,563 – 2,563<br />
Total cash outflow for new acquisition 20,504 17,764<br />
25. Related-party transactions<br />
Total remuneration of the board of directors and group management<br />
according to IFRS 2 for share-based payments; disclosed as follows:<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Short-term employee benefits 1,777 1,360<br />
Compensation after termination of work<br />
contracts<br />
0 0<br />
Compensation on termination of work contracts 0 0<br />
Other long-term compensation 0 0<br />
Share-based payments 583 1,087<br />
Total 2,360 2,447<br />
26. Events after the balance sheet date<br />
After 31 December <strong>2006</strong> there are no events affecting the group financial<br />
statements <strong>2006</strong>.
<strong>Schulthess</strong> <strong>Group</strong> Finances Consolidated financial statement 61<br />
<strong>Report</strong> of the group auditors<br />
<strong>Report</strong> of the group auditors<br />
to the general meeting of <strong>Schulthess</strong> <strong>Group</strong> AG, Bubikon<br />
As auditors of the group, we have audited the consolidated financial statements (consolidated balance sheet, consolidated<br />
income statement, consolidated cash flow statement, consolidated statement of changes in equity and notes to the<br />
consolidated financial statements), pages 34 to 60, of the <strong>Schulthess</strong> <strong>Group</strong> for the year ended 31 December <strong>2006</strong>.<br />
These consolidated financial statements are the responsibility of the board of directors. Our responsibility is to express an<br />
opinion on these consolidated financial statements based on our audit. We confirm that we meet the legal requirements<br />
concerning professional qualification and independence.<br />
Our audit was conducted in accordance with Swiss Auditing Standards and with the International Standards on Auditing,<br />
which require that an audit be planned and performed to obtain reasonable assurance about whether the consolidated<br />
financial statements are free from material misstatement. We have examined on a test basis evidence supporting the<br />
amounts and disclosures in the consolidated financial statements. We have also assessed the accounting principles<br />
used, significant estimates made and the overall consolidated financial statement presentation. We believe that our audit<br />
provides a reasonable basis for our opinion.<br />
In our opinion, the consolidated financial statements of <strong>Schulthess</strong> <strong>Group</strong> give a true and fair view of the financial<br />
position, the results of operations and the cash flows in accordance with the International Financial <strong>Report</strong>ing Standards<br />
(IFRS) and comply with Swiss law.<br />
We recommend that the consolidated financial statements submitted to you be approved.<br />
PricewaterhouseCoopers AG<br />
Stefan Gerber Adrian Steiner<br />
Auditor in charge<br />
Zurich, 6 March 2007
<strong>Schulthess</strong> <strong>Group</strong> Finances Parent company 62<br />
Financial statements<br />
Financial statements<br />
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Balance sheet<br />
in CHF 1 000 31.12.06 31.12.05<br />
Cash 4,156 7,861<br />
Accounts receivable from <strong>Group</strong> companies 5,306 1,451<br />
Other receivables 755 783<br />
Current assets 10,217 10,095<br />
Accounts receivable from <strong>Group</strong> companies,<br />
long term<br />
9,042 9,295<br />
Financial investments 62,837 60,764<br />
Non-current assets 71,879 70,059<br />
Total assets 82,096 80,154<br />
Financial liabilites, short term 5,000 5,000<br />
Financial liabilites, long term 0 5,000<br />
Other liabilities 2,876 319<br />
Accrued expenses 190 165<br />
Tax liabilities 22 81<br />
Provisions 270 1,040<br />
Liabilities 8,358 11,605<br />
Share capital 2,125 2,125<br />
Reserves 24,856 24,856<br />
Retained earnings: 46,757 41,568<br />
– Carried forward from previous year 33,088 25,689<br />
– Net profit 13,669 15,879<br />
Total shareholders‘ equity 73,738 68,549<br />
Total shareholders‘ equity and liabilities 82,096 80,154<br />
Income statement<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Income from financial investments 13,700 17,583<br />
Management fees 1,023 1,070<br />
Other revenue 80 – 200<br />
Financial income 694 4,276<br />
Other income 0 488<br />
Total income 15,497 23,217<br />
Financial expenses 266 5,056<br />
Depreciation of financial investments 0 660<br />
Other operating expenses 1,523 1,575<br />
Taxes 39 47<br />
Total expenses 1,828 7,338<br />
Net profit 13,669 15,879
<strong>Schulthess</strong> <strong>Group</strong> Finances Parent company 63<br />
Notes to the financial statements<br />
Notes to the financial statements<br />
Holdings<br />
Company Nominal capital Percentage held<br />
<strong>2006</strong> 2005<br />
<strong>Schulthess</strong> Maschinen AG, CH-Bubikon CHF 1,500,000 100 % 100 %<br />
Merker AG, CH-Dällikon CHF 500,000 100 % 100 %<br />
Novelan AG, CH-Dällikon CHF 1,250,000 100 % 100 %<br />
<strong>Schulthess</strong> Maschinen GmbH, AT-Wien EUR 500,000 100 % 100 %<br />
Alpha-Innotec GmbH, DE-Kasendorf EUR 500,000 100 % 100 %<br />
Calmotherm AG, CH-Altishofen CHF 250,000 70 % 70 %<br />
Genvex A/S, DK-Haderslev DKK 2,000,000 100 % 100 %<br />
KKT Kraus Kälte- und Klimatechnik GmbH, DE-Lauf EUR 250,000 100 % 100 %<br />
All these companies are operating in Heating/Cooling and Washing Technology industries.<br />
Treasury shares<br />
in number of shares <strong>2006</strong> 2005<br />
Balance at 1 January 0 41,839<br />
Purchase of shares 2,310 7,686<br />
Sale of shares –2,310 –49,525<br />
Balance at 31 December 0 0<br />
in CHF 1,000<br />
Value at 1 January 0 2,892<br />
Purchase of shares at market price 1,216 1,565<br />
Sale of shares at market price –1,216 –4,457<br />
Value at 31 December 0 0<br />
Guarantees (in CHF 1,000) 3,800 4,000<br />
Guarantees to third parties in favour of subsidiaries<br />
Significant shareholders<br />
in % <strong>2006</strong> 2005<br />
Rudolf Kägi 10.05 % 10.23 %<br />
Paul O. Rutz 9.99 % 9.99 %<br />
Focus Capital Investors, UC 6.83 % < 5 %<br />
Andrea Malär 5.42 % 5.28 %<br />
GlobeFlex Capital, LP 5.16 % < 5 %
<strong>Schulthess</strong> <strong>Group</strong> Finances Parent company 64<br />
Proposed appropriation of available earnings<br />
Proposed appropriation of available earnings<br />
Proposal of the Board of Directors for the appropriation of available earnings for <strong>2006</strong>:<br />
in CHF 1,000 <strong>2006</strong> 2005<br />
Carried forward from previous year 33,088 25,689<br />
Net profit 13,669 15,879<br />
Retained earnings 46,757 41,568<br />
Dividend (CHF 12.00 per registered share; before split) –12,750 –8,500<br />
Waived dividend on treasury shares 0 20<br />
Carried forward to next year 34,007 33,088
<strong>Schulthess</strong> <strong>Group</strong> Finances Parent company 65<br />
<strong>Report</strong> of the statutory auditors<br />
<strong>Report</strong> of the statutory auditors<br />
to the general meeting of <strong>Schulthess</strong> <strong>Group</strong> AG, Bubikon<br />
As statutory auditors, we have audited the accounting records and the financial statements (balance sheet, income statement<br />
and notes), pages 62 and 63, of the <strong>Schulthess</strong> <strong>Group</strong> AG for the year ended 31 December <strong>2006</strong>.<br />
These financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on<br />
these financial statements based on our audit. We confirm that we meet the legal requirements concerning professional<br />
qualification and independence.<br />
Our audit was conducted in accordance with Swiss Auditing Standards, which require that an audit be planned and performed<br />
to obtain reasonable assurance about whether the financial statements are free from material misstatement.<br />
We have examined on a test basis evidence supporting the amounts and disclosures in the financial statements. We have also<br />
assessed the accounting principles used, significant estimates made and the overall financial statement presentation. We<br />
believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the accounting records and financial statements and the proposed appropriation of available earnings comply<br />
with Swiss law and the company‘s articles of incorporation.<br />
We recommend that the financial statements submitted to you be approved.<br />
PricewaterhouseCoopers AG<br />
Stefan Gerber Adrian Steiner<br />
Auditor in charge<br />
Zurich, 6 March 2007
<strong>Schulthess</strong> <strong>Group</strong> History 66<br />
Milestones<br />
<strong>2006</strong> Extension of production facilities for heat pumps at Alpha-Innotec GmbH, Kasendorf (Germany)<br />
2005 Acquisition of KKT Kraus Kälte- und Klimatechnik GmbH, Lauf a. d. Pegnitz (Germany)<br />
2004 Takeover of Genvex A/S, Haderslev (Denmark)<br />
2003 Launch of a new washing machine generation Spirit XL for single-family homes, multiple-occupancy properties and<br />
smaller commercial enterprises<br />
2002 Start of new assembly line with integrated production<br />
2001 Takeover of the heating pumps activities of the brand Siemens in Germany and Austria<br />
2000 Takeover of Alpha-Innotec GmbH, Kasendorf (Germany) and Calmotherm AG, Altishofen (Switzerland)<br />
1999 Takeover of Novelan AG, Dällikon. Wuxi Little Swan-<strong>Schulthess</strong> joint venture starts production<br />
1998 <strong>Schulthess</strong> <strong>Group</strong> goes public. Joint venture established with Wuxi Little Swan (China)<br />
1997 Formation of <strong>Schulthess</strong> <strong>Group</strong> AG as the holding company for the <strong>Schulthess</strong> companies<br />
1995 150th anniversary; Maschinenfabrik <strong>Schulthess</strong> AG renamed <strong>Schulthess</strong> Maschinen AG<br />
1995 Spin-off of Maschinenfabrik Hildebrand AG, Aadorf, Switzerland<br />
1994 Introduction of flow production (just-in-time production)<br />
1991 Takeover of Merker AG, Baden, Switzerland<br />
1988/89 Maschinenfabrik <strong>Schulthess</strong> AG, Querop Handels AG and Hildebrand AG join forces to form the <strong>Schulthess</strong> <strong>Group</strong><br />
1988 Management buy-out results in separation from family shareholders group<br />
1978 Launch of the first microchip-controlled washing machines<br />
1951 Production of Europe’s first household washing machines<br />
1949 Invention of punched-card control system for washing machines<br />
1943 Former general partnership transformed into a joint-stock company<br />
1917 Move to production facility in Wolfhausen, canton of Zurich<br />
1904 Production of the first washing machine<br />
1890 Takeover of Ornamentfabrik Künzli & Co. in Zurich<br />
1845 Foundation of „Bauspenglerei Kaspar <strong>Schulthess</strong>“ in Zurich
<strong>Schulthess</strong> <strong>Group</strong> Companies Adresses 67<br />
<strong>Schulthess</strong> <strong>Group</strong> Companies<br />
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Landstrasse 37<br />
CH-8633 Wolfhausen<br />
Telefon +41 55 253 51 11<br />
Fax +41 55 253 54 80<br />
E-Mail direktion@schulthess-group.com<br />
Internet www.schulthess-group.com<br />
<strong>Schulthess</strong> Maschinen AG<br />
Landstrasse 37<br />
CH-8633 Wolfhausen<br />
Telefon +41 55 253 51 11<br />
Fax +41 55 253 54 70<br />
E-Mail info@schulthess.ch<br />
Internet www.schulthess.ch<br />
<strong>Schulthess</strong> Maschinen GmbH<br />
Hetzendorferstrasse 191<br />
AT-1130 Wien<br />
Telefon +43 1 803 98 00 20<br />
Fax +43 1 803 98 00 30<br />
E-Mail verkauf@schulthess.at<br />
Internet www.schulthess-maschinen.com<br />
Merker AG<br />
Buchserstrasse 31<br />
CH-8108 Dällikon<br />
Telefon +41 44 847 21 00<br />
Fax +41 44 847 21 01<br />
E-Mail info@merker.ch<br />
Internet www.merker.ch<br />
Novelan AG<br />
Buchserstrasse 31<br />
CH-8108 Dällikon<br />
Telefon +41 44 847 48 11<br />
Fax +41 44 847 48 10<br />
E-Mail info@novelan.ch<br />
Internet www.novelan.ch<br />
Alpha-Innotec GmbH<br />
Industriestrasse 3<br />
DE-95359 Kasendorf<br />
Telefon +49 9228 9906 0<br />
Fax +49 9228 9906 29<br />
E-Mail kontakt@alpha-innotec.de<br />
Internet www.alpha-innotec.de<br />
Novelan GmbH<br />
Industriestrasse 3<br />
DE-95359 Kasendorf<br />
Telefon +49 9228 99607 0<br />
Fax +49 9228 99607 189<br />
E-Mail info@novelan.com<br />
KKT Kraus Kälte- und<br />
Klimatechnik GmbH<br />
Industriestrasse 23 a<br />
DE-01207 Lauf a. d. Pegnitz<br />
Telefon +49 912 317 40-1<br />
Fax +49 912 382 44-1<br />
E-Mail kkt@KKT-Kraus.com<br />
Internet www.KKT-Kraus.com<br />
Genvex A/S<br />
Sverigevej 6<br />
DK-6100 Haderslev<br />
Tel. +45 (73) 53 27 00<br />
Fax +45 (73) 53 27 07<br />
E-Mail salg@genvex.dk<br />
Internet www.genvex.dk<br />
Calmotherm AG<br />
Logistikcenter Gäuerhof<br />
CH-6246 Altishofen<br />
Telefon +41 62 748 20 00<br />
Fax +41 62 748 20 01<br />
E-Mail info@calmotherm.ch<br />
Internet www.calmotherm.ch
Financial calendar<br />
Balance sheet media conference/<br />
Presentation to analysts 13 March 2007<br />
Shareholders‘ Meeting 19 April 2007<br />
Half-yearly shareholders‘ letter 14 August 2007<br />
Turnover report for 2007<br />
financial year 22 January 2008<br />
Balance sheet media conference/<br />
Presentation to analysts 11 March 2008<br />
Shareholders‘ Meeting 17 April 2008<br />
Contact address for Investor Relations<br />
Max M. Müller<br />
Chief Financial Officer<br />
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Landstrasse 37<br />
CH-8633 Wolfhausen<br />
Telephone ++ 41 55 253 51 11<br />
Fax ++ 41 55 253 54 80<br />
E-mail cfo@schulthess-group.com
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Landstrasse 37<br />
CH-8633 Wolfhausen<br />
Telefon +41 55 253 51 11<br />
Fax +41 55 253 54 80<br />
E-Mail direktion@schulthess-group.com<br />
Internet www.schulthess-group.com<br />
Conception and editing:<br />
<strong>Schulthess</strong> <strong>Group</strong> AG<br />
Design and setting:<br />
Mapro AG, Winterthur<br />
Photos:<br />
Günter Bolzern, Peter Schönenberger, Prisma,<br />
bab.ch/mauritius images, Corbis/Specter<br />
Printing:<br />
Multicolor Print AG, Baar<br />
This report also appears in German. The German version<br />
is binding.<br />
3.2007.450.e