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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 />

0<br />

Brief overview of <strong>2006</strong><br />

04 05 06<br />

Sales in million CHF<br />

Cash flow in million CHF<br />

01.01.<strong>2006</strong> 31.12.<strong>2006</strong><br />

CHF 800.–<br />

CHF 600.–<br />

CHF 400.–<br />

Konzerngewinn<br />

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<strong>Schulthess</strong><br />

SPI<br />

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<strong>Schulthess</strong> stock quotation in comparison with 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

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