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Annual Report 2005<br />
<strong>Value</strong> <strong>added</strong>.
AFG Arbonia-Forster-Holding AG:<br />
a leading integrated supplier to the<br />
construction industry<br />
AFG Arbonia-Forster-Holding AG, based in<br />
Arbon (Canton Thurgau), Switzerland, is a lead-<br />
ing integrated supplier to the construction<br />
industry. The company is listed on SWX Swiss<br />
Exchange, and comprises four divisions –<br />
Heating Technology and Sanitary Equipment,<br />
Kitchens and Refrigeration, Steel Technology,<br />
and Windows and Doors – with production fa-<br />
cilities in Switzerland, Germany, and the Czech<br />
Republic. The company operates in more than<br />
80 countries worldwide via around 30 of its<br />
own distribution companies and representatives<br />
and partners.<br />
AFG Arbonia-Forster-Holding AG has built<br />
strong market positions in its home markets,<br />
Switzerland and Germany, through its Arbonia,<br />
Kermi, Prolux, Forster, Piatti, EgoKiefer and<br />
(since 2005) Miele Kitchens brands. It is also<br />
engaged in intensive ongoing efforts to enter<br />
and build new markets, primarily in eastern<br />
Europe, Russia, and the Middle and Far East.<br />
In 2005, AFG Arbonia-Forster-Holding AG<br />
employed approximately 5,000 people, and<br />
recorded sales of CHF 1,123.6 million and<br />
earnings before interest and tax (EBIT) of<br />
CHF 72.8 million.<br />
Sales growth in 2005<br />
+9.5%<br />
New national markets thanks to acquisition<br />
of Miele Kitchens<br />
+50<br />
AFG share price in 2005<br />
+90.7%
Windows and Doors<br />
19.4 %<br />
Steel Technology<br />
12.9 %<br />
Kitchens and<br />
Refrigeration<br />
21.0 %<br />
Key figures and information for investors<br />
Key figures 2005 1) 2004 1) 2003 2) 2002 2)<br />
in CHF million<br />
Net sales 1123.6 1026.6 687.6 686.4<br />
EBITDA 117.9 127.4 92.3 98.3<br />
in % of net sales 10.5% 12.4% 13.4% 14.3%<br />
EBIT 72.8 67.9 34.6 47.9<br />
in % of net sales 6.5% 6.6% 5.0% 7.0%<br />
Group profit 51.5 49.5 20.3 17.8<br />
in % of net sales 4.6% 4.8% 3.0% 2.6%<br />
Total assets 978.0 922.4 689.2 697.4<br />
Equity capital 316.7 279.2 287.1 270.6<br />
in % of total assets 32.4% 30.3% 41.7% 38.8%<br />
Net indebtedness 247.2 244.6 71.4 93.0<br />
Cash flow from operating activities 83.8 30.9 74.4 79.5<br />
Investment 81.1 194.2 37.4 29.8<br />
Headcount (full-time equivalent) 4803 4608 3382 3378<br />
Net sales 2005 3) EBIT 2005 3)<br />
Information for investors 2005 1) 2004 1) 2003 2) 2002 2)<br />
Price of bearer share in CHF on Dec 31 347 182 154 75<br />
Stock market capitalization, bearer shares, in CHF m 4) 437.2 229.3 194.0 94.5<br />
Group profit per bearer share in CHF 29.40 28.24 10.99 9.61<br />
Price/earnings per ratio bearer share in CHF 4) 12.12 6.62 14.01 7.80<br />
Gross dividend per bearer share in CHF 7.00 7.00 2.80 0.00 5)<br />
1) Data from 2004 onwards = IFRS<br />
2) Data up to 2003 = Swiss GAAP FER<br />
Heating Technology<br />
and Sanitary<br />
Equipment<br />
46.7 %<br />
3) Consolidated Divisions – without Corporate Services<br />
4) Calculated on the basis of the price of December 31<br />
Windows and Doors<br />
26.6 %<br />
Steel Technology<br />
14.7 %<br />
Kitchens and<br />
Refrigeration<br />
12.1%<br />
5) In 2002 a par value repayment of CHF 2.80 was made instead of paying a dividend<br />
Heating Technology<br />
and Sanitary<br />
Equipment<br />
46.6 %
in CHF m Net sales 1), 2) in CHF m Cash flow from operating activities<br />
in Mio. CHF Nettoumsätze<br />
1), 2)<br />
and investment 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />
Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />
Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF Nettoumsätze in Mio. CHF 1), 2)<br />
Entwicklung Cash Flow und Investitionen 1), 2) in Mio. CHF 1), 2)<br />
Entwicklung Cash Flow und Investitionen<br />
1200 200<br />
1080<br />
960<br />
840<br />
720 720 720<br />
600<br />
480 480 480 80<br />
360 60<br />
240 240 240 40<br />
120 20<br />
in CHF m EBIT and group profit 1), 2) in Mio. CHF 1), 2)<br />
1), 2)<br />
1), 2)<br />
Entwicklung Entwicklung EBIT und Konzerngewinn Average number of employees<br />
100 100 100 5000<br />
90 90 4500<br />
80 80 4000<br />
70 70 3500<br />
60 60 3000<br />
50 50 2500<br />
40 40 2000<br />
30 30 1500<br />
20 20 1000<br />
10 10 500<br />
EBIT Net profit<br />
Cash flow from operating activities Investments<br />
∅-Personalbestand ∅-Personalbestand ∅-Personalbestand ∅-Personalbestand<br />
in CHF m Net indebtedness 1), 2) in Mio. CHF Nettoverschuldung Share price in 2005<br />
1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />
1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />
1), 2) in Mio. CHF Nettoverschuldung Kursentwicklung 2005<br />
1), 2) Kursentwicklung 2005<br />
100 100 100 400<br />
50<br />
50<br />
0 350<br />
–50<br />
–50<br />
100 100 100 300<br />
–150<br />
–200 250<br />
–250<br />
–300 200<br />
–350<br />
95 95 95 96<br />
97 98 98 99 00 01 01 02 02 03 04 05<br />
95 96 97 98 99 00 01 02 03 04 05<br />
95 96<br />
97 98 98 99 00 01 01 02 02 03 04 05<br />
180<br />
160<br />
140<br />
120<br />
100<br />
95 96 97 98 99 00 01 02 02 02 03 04 05<br />
95 96<br />
97 98 99 00 01 02 03 03 03 04 05 05 05<br />
J F M A M J J A S O N D<br />
AFG Arbonia-Forster-Group in CHF SPI
Content<br />
Report Section 3<br />
Financial Section 67<br />
3 Group<br />
3 Milestones 2005<br />
5 Report of the Board of Directors<br />
9 Message of the Chairman of the Board of Directors<br />
13 Organisation<br />
14 AFG Facilities<br />
16 The acquisition of Miele Kitchens<br />
20 Financial Report<br />
22 AFG Brands and Products<br />
24 Divisions<br />
24 Heating Technology and Sanitary Equipment<br />
30 Kitchens and Refrigeration<br />
36 Steel Technology<br />
42 Windows and Doors<br />
48 Corporate Center<br />
52 Environment and Safety<br />
55 Corporate Governance<br />
68 Consolidated Income Statements AFG Arbonia-Forster-Group<br />
111 Report of the group auditors<br />
112 Income Statements AFG Arbonia-Forster-Holding AG<br />
117 Report of the statutory auditors<br />
118 Supplementary Information for Investors<br />
119 History<br />
120 AFG Companies and Adresses<br />
123 Important Dates, Contact
Milestones 2005<br />
Finger on the pulse of the markets<br />
2 3<br />
January — 17–22 January: Forster Profile Systems’ new-look exhibition stand and the inno-<br />
vative Forster fuego light TEGO system developed in collaboration with Dorma receive a<br />
great reception at Bau in Munich, the most important building trade fair in the German-spea-<br />
king world. — 25–29 January: The two kitchen companies Forster and Piatti appear together<br />
for the first time at Switzerland’s most important building trade fair, Swissbau in Basel, and<br />
win a bronze Xaver Award for their attractive exhibition stand design. Windows and doors<br />
manufacturer EgoKiefer also presents a new stand to great public acclaim, underscoring its<br />
technology leadership. — 27 January: The Board of Directors approves Forster Profilsysteme’s<br />
proposal to invest in a heat insulated window and door system, launching a new generation<br />
of profile technology.<br />
March — 15–19 March: At the ISH 2005 in Frankfurt, the world’s biggest bathroom, buil-<br />
ding, energy and air-conditioning technology fair, AFG’s Heating Technology and Sanitary<br />
Equipment Division presents highlights from the Kermi heating technology, Kermi sanitary<br />
and Arbonia product ranges. The new Bagnotherm and Credo II bathroom radiator lines and<br />
the Toca and Toca XP shower stall ranges receive the red dot design award 2005 from the<br />
renowned Design Zentrum Nordrhein Westfalen in Germany.<br />
April — 22 April: At the AGM, AFG shareholders approve a dividend of CHF 7.00 per bearer<br />
share. This payment, more than double the CHF 2.80 distributed the year before, reflects a<br />
sharp gain in the group’s profitability.<br />
September — 1 September: AFG takes over the manufacture and sale of global brand Miele<br />
Kitchens from German company Miele & Cie. KG in Gütersloh. AFG continues operating<br />
Miele’s state-of-the-art kitchen production facilities in Warendorf (North Rhine-Westphalia,<br />
Germany), which employ around 300 people. The acquisition of Miele’s kitchen capacities<br />
makes AFG one of the biggest kitchen manufacturers in Europe. — 16 September: EgoKiefer<br />
AG commissions its new high-tech processing center in Villeneuve (Canton Vaud). Not only<br />
does this move significantly expand capacities and enable more flexible production, but it<br />
underscores the company’s commitment to French-speaking Switzerland.
Milestones 2005<br />
October — 3 October: Forster’s joinery works in Arbon (Canton Thurgau) is integrated with<br />
Piatti’s joinery facility in Dietlikon (Canton Zurich). All staff are kept on within the Kitchens<br />
and Refrigeration Division. — 26 October: The SAP R/3 implementation project in Arbon<br />
(Canton Thurgau) kicks off. The goal of the project is to deliver an integrated IT solution for<br />
the Kitchens and Refrigeration and Steel Technology divisions.<br />
November — 7–11 November: Forster Profilsysteme presents its new heat insulated window<br />
and door system at the French-speaking world’s most important building trade fair, Bâtimat<br />
in Paris, under the Forster unico brand.<br />
December — 2 December: A new subsidiary, AFG Kitchen International Ltd., is founded to<br />
acquire and hold interests in kitchen distribution companies in Switzerland and abroad.<br />
— 12 December: AFG Kitchen International Ltd. founds its first subsidiary and distribution<br />
company, AFG Küchenstudio BeLux GmbH in Strassen (Luxembourg), to buy and sell kitchen<br />
furniture and accessories. — 12 December: AFG invests in the construction of an expanded<br />
transportation center for its two logistics companies, Asta AG and Spedition Gächter AG. The<br />
new center is due to be up and running by mid-2006.
Report of the Board of Directors<br />
Dear Shareholders<br />
4 5<br />
After extraordinary acquisition-driven growth the previous year, 2005 was a period of con-<br />
solidation and reinforcement of our reputation at a high level. Sluggish construction activity<br />
in key markets, signs of which became apparent early in the year under review, slowed busi-<br />
ness, especially in Heating Technology and Sanitary Equipment, our largest division. Despite<br />
the considerable effort and expense required to integrate the previous year’s acquisitions and<br />
restructure and integrate the kitchens business, the group managed to increase sales almost<br />
10 percent. However, profit growth was not quite on this scale owing to sharp rises in pur-<br />
chasing costs and margin pressure. Even so, AFG Arbonia-Forster-Holding AG managed to<br />
maintain organic growth above the market average in all segments, and gain further market<br />
share.<br />
The year under review was also the first time the group derived the full benefit of<br />
its new, cost-efficient and long-term financing strategy, for which the foundations had been<br />
laid the previous year. It was thus possible to increase group profits by around 4 percent to<br />
CHF 51.5 million, despite a significant rise in the cost of materials. This has prompted the<br />
Board of Directors to move that this year’s Annual General Meeting approve a dividend of<br />
CHF 7.00 on bearer shares and CHF 1.40 on registered shares, unchanged from last year.<br />
Innovation makes all the difference<br />
With the exception of the Heating Technology and Sanitary Equipment Division, which suffered<br />
the effects of stagnant building and fitting activity in Germany, all divisions developed<br />
in line with the high expectations. AFG’s Arbonia-Forster-Holding AG dual strategy involves<br />
focusing on the traditional activities and products of a construction industry supplier. At the<br />
same time, it has defined its fields of business in such a way as to ensure that fluctuations<br />
(especially economic swings) are balanced out among divisions with different cycles. This<br />
strategy paid off in 2005. It also became clear that in weak or saturated markets it is the<br />
ability to innovate that makes the crucial competitive difference. Unavoidable personnel<br />
adjustments and innovative products played a key role in compensating for a decline in sales<br />
and earnings in the Heating Technology and Sanitary Equipment Division.<br />
The ability to develop innovative products, coupled with strict cost management,<br />
also contributed to the success of all the other divisions. In this way Steel Technology was able<br />
to continue with successful moves to shift its focus from low-margin products to higher<strong>added</strong>-value<br />
applications of its knowledge of materials and processing. It continues to<br />
concentrate its efforts on the automobile industry, an attractive growth market and of Forster<br />
precision steel tubing.<br />
A growing market combined with innovative products developed and successfully<br />
commercialised by EgoKiefer AG (Windows and Doors Division) in recent years enabled this<br />
division to record the best results in its history. EgoKiefer AG was also able to further grow<br />
market share. However, the very competitive environment meant that in some cases margins<br />
came under pressure. Demand for EgoKiefer products had already exceeded available
Report of the Board of Directors<br />
capacities the previous year, prompting the Board of Directors and management to expand<br />
the windows production facility in Villeneuve (Canton Vaud) during the year under review.<br />
Growing demand also necessitated an additional production facility for doors in Altstätten<br />
(Canton St. Gallen) in 2005. The construction of these new facilities was completed in fall<br />
2005, and the additional capacities are already well utilised.<br />
Miele Kitchens: a milestone in the development of AFG<br />
A real breakthrough which resonated throughout the group was the acquisition in fall 2005<br />
of Miele’s kitchen manufacturing capacities. This move rounds off the Kitchens and Refrig-<br />
eration Division’s range with the addition of a world-renowned premium brand. Of strategic<br />
importance for the group is the worldwide distribution network that AFG Arbonia-Forster-<br />
Holding AG acquired along with the Miele Kitchens facility in Warendorf (North Rhine-West-<br />
phalia), Germany. Not only is it suitable as a sales network for AFG’s kitchen and refrigeration<br />
products, but it is a valuable global marketing instrument in the context of the group’s<br />
increasingly important efforts to expand internationally.<br />
The Board of Directors (from left to right):<br />
Dr. Arthur Loepfe, Dr. Edgar Oehler, Dr. Ernst Buob,<br />
Andreas Gühring, Dr. Ulrich Flückiger
Changes in finance and reporting<br />
6 7<br />
Apart from the acquisition of Miele Kitchens on 1 September 2005, by our new subsidiary<br />
Warendorfer Küchen GmbH, 2005 was the first time that all acquisitions from the previous<br />
accounting period were consolidated for the full financial year. At the same time the group<br />
moved over to International Financial Reporting Standards (IFRS). This change, which has<br />
involved a considerable amount of effort and investment, is designed in part to meet the<br />
requirements for listing on the main board of SWX Swiss Exchange. Much more than this,<br />
however, it is an acknowledgement of the increasingly international character of AFG Arbonia-<br />
Forster-Holding AG. Companies wishing to be attractive to international investors as well as<br />
customers must meet IFRS requirements. This was the key consideration behind the Board of<br />
Directors’ decision to undertake the complex and costly switch to IFRS financial reporting.<br />
Otherwise the changeover to IFRS has not had a significant impact on either the income statement<br />
or the balance sheet for 2005. Thanks to IFRS we are now comparable with competitors<br />
and related companies internationally.
Report of the Board of Directors<br />
Confident for the current year<br />
The Board of Directors again anticipates organic growth of 8 to 10 percent for the current<br />
financial year, provided the current market environment is not drastically affected by unfore-<br />
seen events. Given the sustained competitive pressure, which in some cases is likely to<br />
increase, the great challenge will be to increase profitability in line with growth in volumes.<br />
The necessary steps have been taken at all levels to create the basis for doing so. For this<br />
reason the Board of Directors is confident of meeting the sales and earnings targets that have<br />
been set.<br />
We would like to thank our shareholders for the trust they have placed in us and<br />
AFG Arbonia-Forster-Holding AG over the last twelve months. Thanks also go to our custom-<br />
ers for their loyalty, and to our staff for their hard work and dedication to AFG. It was only<br />
through the collaborative efforts of all concerned that we were able to achieve these results<br />
during the year under review.<br />
The Board of Directors of AFG Arbonia-Forster Holding AG
Seeking new shores<br />
Message of the Chairman of the Board of Directors<br />
For the third time in a row since I took responsibility for AFG Arbonia-Forster-Holding AG<br />
I can report on a successful financial year. In 2005 we made further progress in developing<br />
the group in line with our strategy, coming a major step closer to our goal of being a “one<br />
building, one stop provider” among the classic construction industry suppliers.<br />
One of the cornerstones of this strategy is the complementary nature of our product<br />
range. Quality, the ability to innovate and proximity to the market are also part of this strategy.<br />
AFG’s products have always stood out in terms of quality and innovation. And in the last three<br />
years we have given high priority to more effective coverage of existing markets and the penetra-<br />
tion of new ones. In the current international environment, even high-quality, innovative products<br />
cannot sell themselves.<br />
On the importance of brands and labels<br />
Branding plays an increasingly important role in the internationalisation of our business.<br />
Creating a product personality can be a decisive factor in gaining access to certain distribu-<br />
tion channels or getting a good price for our products. Only products with a high degree of<br />
credibility in terms of their quality and origins in the broadest sense have a chance of suc-<br />
ceeding in the market without their price being eroded too seriously.<br />
Seen from this perspective, the acquisition of both Bruno Piatti AG and EgoKiefer AG<br />
did a great deal to establish AFG’s Arbonia-Forster-Holding AG image in the market as a supplier<br />
of quality products. But in 2005 we were also able to seize a unique opportunity with the acqui-<br />
sition of Miele Kitchens. Miele as a company is one of the leading international household equip-<br />
ment brands, and has an outstanding image in terms of quality and innovation. The addition of<br />
Miele Kitchens to the Kitchens and Refrigeration Division has considerably boosted the reputation<br />
of AFG as a whole, reinforcing the market’s perception of the quality of AFG’s product portfolio.<br />
Miele Kitchens will be manufactured by our new subsidiary Warendorfer Küchen GmbH, and<br />
marketed worldwide.<br />
In taking over Miele Kitchens we not only acquired a brand, but gained access to a<br />
global distribution network of enormous importance. We now have a firm foothold in around 50<br />
markets via distribution channels and, in some cases, actual points of sale. This marks an important<br />
– and given that it happened within one year, a unique – step forward in our efforts to internationalise<br />
our business.<br />
8
Message of the Chairman of the Board of Directors<br />
Internationalisation: a necessary move with great potential<br />
Around 90 million people live in our home markets, Switzerland and Germany. In 2005 we<br />
continued to generate around 80 percent of our sales in these two main markets. Their role<br />
as a solid foundation for growth is therefore not in dispute. They continue to represent great<br />
opportunities, but at the same time they show how vulnerable we are. So far we have gener-<br />
ated a mere 20 percent of our sales in other important growth markets which are home to<br />
billions of people: the new EU member states, Russia, the Middle and Far East, North and<br />
South America, Oceania, and northern and southern Africa. We will and must make sustained<br />
efforts to expand and grow our business outside our two home markets. And we have excel-<br />
lent opportunities to do so. The chief motivating factor is surely the enormous market poten-<br />
tial awaiting us in these markets of the future. If we make further acquisitions, in Switzerland<br />
and Germany we will ultimately reach the antitrust limits with certain product groups. This is<br />
not a risk we will face in any other market in the foreseeable future.<br />
This means that the international expansion of our business is crucial from a strategic<br />
point of view, and a key factor in the future of our company. Despite sales of over a billion francs,<br />
in global terms we are still a small player. We have only two alternatives in an environment of<br />
ongoing consolidation on the international markets: either we are swallowed up by a large com-<br />
petitor, or we ourselves become one of those major players. I have always made our intentions<br />
clear: while independence is not a virtue in itself, it is a challenge for anyone with an entrepre-<br />
neurial frame of mind. For this reason we will play an active and independent role in the consoli-<br />
dation and development of the markets – and not as the subsidiary of a much larger company.<br />
Without expanding AFG Arbonia-Forster-Holding AG internationally, however, we<br />
cannot reach this goal. We are under no illusions: our international plans involve a great deal<br />
of hard work. We have to create a proper foundation in personnel and organisational terms,<br />
which means we will have to invest in human resources. There will be massive investment,<br />
particularly in reinforcing sales and distribution, to enable us to successfully exploit the po-<br />
tential of the international markets.<br />
Foundation laid and first steps taken<br />
For some time already we have had branches in some of the eastern European markets that<br />
are most interesting for us. In the last two years we have also gained a foothold in a number<br />
of fascinating growth markets by setting up initial bases in Shanghai, Beijing and Dubai. We<br />
are closely watching developments in the United States, which could also potentially be a very<br />
attractive market for us. In the past, AFG Arbonia-Forster-Holding AG has taken the time to<br />
find the right solution. We have now set our course. To work in foreign markets we need<br />
highly qualified, committed and reliable staff and partners. They must have the ability to<br />
operate in different cultures and markets, show enthusiasm for our products, and display the<br />
pioneering spirit which is absolutely necessary to conquer new markets.
10 11<br />
Finding these people is the greatest challenge we will face in building our busi-<br />
ness outside our two home markets of Switzerland and Germany. Given the importance of<br />
this international expansion for AFG, we have decided to reinforce the Board of Directors<br />
accordingly, and at the next Annual General Meeting will be proposing Paul Witschi for<br />
election as a new member. Over several decades he has been very successful in building up<br />
the Geberit Group’s international operations, and he will be able to give us valuable support<br />
as we develop our foreign business further.<br />
It will not be easy to handle major international acquisitions ourselves. For this<br />
reason, our first priority in pursuing development outside our home markets will be to grow<br />
under our own steam and concentrate on appropriate strategic partnerships.<br />
This means that in the years to come, organic growth will be even more important<br />
than it has been so far. This type of growth takes more time, but it is less risky. In the future we<br />
will continue to gain market share through outstanding performance rather than by trying to buy<br />
market share – which we cannot do in any case. So far we have succeeded with this approach,<br />
even last year when the market environment was in some cases very tough. I am convinced that<br />
we will be able to continue doing so in future.<br />
In the last two financial years, 2004 and 2005, we have substantially strengthened<br />
our market position by means of major acquisitions. We have also addressed weaknesses in<br />
kitchens and heating technology, created clearer management structures, introduced compatible<br />
IT systems across the group, and implemented broad-based and cost-efficient financing measures.<br />
Against this backdrop, and with renewed growth in sales and earnings last year despite the weak<br />
German business, AFG Arbonia-Forster-Holding AG is well equipped to tackle the challenges of<br />
the future, and in particular international expansion. There is still plenty to decide and to be done<br />
to ensure that the group and its staff at all levels are working together in pursuit of this strategy.<br />
Among other things this includes integrating all companies, internal and external communication,<br />
common marketing and a common identity, and exploiting synergy wherever possible. As<br />
far as we can predict these things, the economic environment will work in our favour, especially<br />
now that the outlook is looking brighter in the important German market. Eastern Europe and<br />
the Middle and Far East still appear to be growing, albeit slightly less rapidly.<br />
We have good reason to look to the future with confidence – a future that will tend<br />
to be marked by steady, sustained growth rather than great leaps. Anyone who has followed our<br />
progress over the last few years will know that we are always good for a pleasant surprise. That<br />
will continue to be the case in future.
Message of the Chairman of the Board of Directors<br />
Outlook for 2006<br />
The 2006 financial year has got off to a good start. There is much to suggest that the mood<br />
of investors and consumers is improving. Figures for the first months of the year are encour-<br />
aging. Among other things we have embarked on new activities abroad, founded our own<br />
distribution companies in a number of important countries, opened our own showrooms,<br />
hired new staff, and initiated various marketing measures. We have also decided on moves<br />
to harmonise the marketing and identity of our different divisions and business units. Added<br />
to this, in 2006 we will substantially reinforce our organisation at the group and top manage-<br />
ment level.<br />
I would like to express my warmest personal thanks to you, the shareholders, for your<br />
interest in AFG Arbonia-Forster-Holding AG, your loyalty, and the trust you have placed in the<br />
company’s management. I would also like to cordially thank all our staff, a dedicated team span-<br />
ning national boundaries. Warm thanks also go to our customers all over the world, whose needs<br />
and requirements spur us on to ever greater achievement.<br />
Dr. Edgar Oehler<br />
Chairman of the Board of Directors and CEO
AFG Arbonia-Forster-Holding AG<br />
Dr. Edgar Oehler*, Chairman and CEO<br />
Corporate Center Human Resources, Communications, Legal, Real Estate,<br />
Strategic Purchasing, Project Management, Transport and Logistics<br />
Dr. Stefan Holenstein<br />
Heating Technology<br />
and Sanitary<br />
Equipment<br />
Knut Bartsch*<br />
Arbonia<br />
Kermi<br />
Prolux<br />
Kitchens and<br />
Refrigeration<br />
N.N.<br />
Forster<br />
Miele Kitchens<br />
Piatti<br />
Forster Kitchens<br />
Daniel Gobbo<br />
Forster Refrigeration<br />
Daniel Gobbo<br />
Miele Kitchens<br />
Kerstin Loeser<br />
Herbert Rosenzweig<br />
Dr. Uwe Steinmeyer<br />
Piatti Kitchens<br />
Organisation<br />
Organisational structure<br />
Bruno Bernhardsgrütter<br />
Steel Technology<br />
Dr. Christian Mayer<br />
Gabriele De Nardi<br />
Forster<br />
Windows and Doors<br />
Thomas Gerosa*<br />
EgoKiefer<br />
Finance, Controlling<br />
and Reporting<br />
Felix Bodmer*<br />
Information<br />
Technology<br />
* Members of Group<br />
Management<br />
Group Management (from left to right):<br />
12 13<br />
Dr. Stefan Holenstein, Felix Bodmer, Dr. Edgar Oehler,<br />
Thomas Gerosa, Knut Bartsch
Europe<br />
Austria<br />
Baltic states<br />
Belgium<br />
Bosnia and Herzegovina<br />
Bulgaria<br />
Byelorussia<br />
Croatia<br />
Cyprus<br />
Czech Republic<br />
Denmark<br />
Germany<br />
Finland<br />
France<br />
Georgia<br />
Great Britain<br />
Greece<br />
Hungary<br />
Ireland<br />
Island<br />
Italy<br />
Luxemburg<br />
Malta<br />
Moldavia<br />
Netherlands<br />
Norway<br />
Poland<br />
Portugal<br />
Principality of<br />
Liechtenstein<br />
Romania<br />
Russia<br />
Serbia and Montenegro<br />
Sweden<br />
Switzerland<br />
Slovakia<br />
Slovenia<br />
Spain<br />
Turkey<br />
Ukraine<br />
Distribution facilities worldwide, production facilities in Europe<br />
America<br />
Chile<br />
Guadeloupe<br />
Canada<br />
Mexico<br />
USA<br />
Africa<br />
Egypt<br />
South Africa<br />
Far and Middle East<br />
Armenia<br />
Bahrain<br />
Dubai<br />
Iran<br />
Israel<br />
Jordan<br />
Kazakhstan<br />
Kuwait<br />
Lebanon<br />
Qatar<br />
Saudi Arabia<br />
Syria<br />
United Arab Emirates<br />
Far East<br />
China<br />
Hong Kong<br />
Japan<br />
Korea<br />
Mongolia<br />
Singapore<br />
Taiwan<br />
Oceania<br />
Australia<br />
New Zealand<br />
Plattling (Bavaria), Germany<br />
Arbonia, Kermi, Prolux,<br />
1600 employees<br />
Dietlikon ZH, Switzerland<br />
Piatti, 350 employees<br />
Villeneuve VD,<br />
Switzerland<br />
EgoKiefer, 100 employees
Arbon TG, Switzerland<br />
(Romanshornerstrasse and Zelgstrasse)<br />
Forster Profiles, Forster Refrigeration,<br />
300 employees<br />
Arbon TG, Switzerland<br />
(Egnacherstrasse and Industriestrasse)<br />
Arbonia, Kermi, Prolux, Forster Kitchens,<br />
Forster Steel Technology, Asta, Gächter,<br />
800 employees<br />
Altstätten SG, Switzerland<br />
EgoKiefer AG, 900 employees<br />
Riesa (Sachsen), Germany<br />
Arbonia, Kermi, Prolux,<br />
300 employees<br />
Strˇíbro, Czech Republic<br />
Arbonia, Kermi, Prolux,<br />
900 employees<br />
14 15<br />
Warendorf (North Rhine Westphalia), Germany<br />
Miele Kitchen, 300 employees
F12 program in high-gloss synthetic<br />
material, color 470 (gloss white) with<br />
strip handles (top).<br />
Precise manufacture of panels in gloss<br />
synthetic material. A blue protective<br />
film is applied to the surface of the<br />
high-quality synthetic panel (bottom).<br />
The acquisition of Miele Kitchens<br />
16 17<br />
“Quality, streamlined design and an array<br />
of impressive functional advantages.”<br />
“For many years my passion has been designing individual kitchens.<br />
I have created an ideal working environment for myself in an old electricity works.<br />
I can rely on the consistently high quality of service and partnership from the<br />
people at Warendorfer Küchen GmbH.”<br />
Olaf Gatzke (42), “Expert in dream kitchens” (Germany), www.miele-gatzke.de
The acquisition of Miele Kitchens<br />
Entering the premium segment and<br />
a broader international market<br />
On 1 September 2005, AFG Arbonia-Forster-Holding AG acquired the Miele Kitchens production and<br />
distribution business from Miele & Cie. KG, a German company based in Gütersloh. The unit, based in<br />
Warendorf in the German Westphalia region, manufactures high-end, design-oriented kitchens,<br />
which are marketed under the brand “Miele Die Küche” (in German-speaking countries). The acquisition<br />
of Miele Kitchens gives the Kitchens and Refrigeration Division access to the top end of the<br />
kitchen manufacturing market, and enables AFG Arbonia-Forster-Holding AG to embark on a key<br />
strategic process of internationalisation. Miele Kitchens generates annual sales of around EUR 33 million,<br />
around 60 % of which comes from outside the German market.<br />
With AFG Arbonia-Forster-Holding AG’s takeover of Miele Kitchens on 1 September<br />
2005, a unit of secondary importance for the Miele Group has advanced to become one of<br />
AFG Arbonia-Forster-Holding AG’s core businesses. Following the acquisition, the kitchen<br />
manufacturing unit was spun off from the Miele Group and integrated into AFG Arbonia-<br />
Forster-Holding AG as part of its Kitchens and Refrigeration Division. All 268 employees were<br />
kept on.<br />
Warendorfer Küchen GmbH manufactures premium segment kitchen fittings featuring<br />
high-quality materials, exclusive design and outstanding ease of use. Miele Kitchens<br />
and the “Miele Die Küche” brand (used in German-speaking countries) ideally complement<br />
the group’s existing kitchen range marketed under the Forster and Piatti brands. The acquisition<br />
of Miele Kitchens marks another important step towards AFG Arbonia-Forster-Holding<br />
AG’s goal of becoming a leading international supplier of kitchens to the building trade, able<br />
to offer a comprehensive range of products and services under the “one building – one stop”<br />
banner.<br />
The acquisition gives the division specific know-how in the industrial manufacture<br />
of high-quality kitchens and access to production capacities that, depending on the order<br />
situation, can in future also be used for the manufacture of Forster and Piatti kitchens.<br />
Strong in Europe<br />
Miele Kitchens’ largest single market is Germany, which accounts for almost 40 % of sales.<br />
More than 60 % of the unit’s production is exported to countries outside Germany. Its core<br />
markets are the UK, Portugal, Spain, Austria, Greece, and the Benelux countries. Since the<br />
acquisition by AFG Arbonia-Forster-Holding AG, the development of Warendorfer Küchen<br />
GmbH’s sales has been stable. While sales in Germany have declined slightly reflecting a weak<br />
market, export sales have increased, thanks in particular to wholesale business. Membership<br />
of the AFG Arbonia-Forster-Group, whose Kitchens and Refrigeration Division is already one<br />
of the leading manufacturers of kitchens in Europe, will have a positive impact on Miele<br />
Kitchens sales.
Successful debut at the A30-Küchenmeile<br />
18 1<br />
In September 2005, AFG Arbonia-Forster-Holding AG joined forces with Miele Kitchens to<br />
present their new offerings at A30-Küchenmeile, a marketing initiative organised by German<br />
kitchen manufacturers to showcase their products and services. New products with high-gloss<br />
finishes and new models in wood and synthetics were very well received by trade partners.<br />
Warendorfer Küchen GmbH has now joined the A30-Küchenmeile alliance.<br />
Outlook: New distribution channels for new products<br />
In the short financial year from 1 September to 31 December 2005, the foundation was laid<br />
to serve customers directly in markets such as Germany, Austria, the Benelux states, France<br />
and Japan in 2006. Wherever appropriate in light of specific national or regional circum-<br />
stances, in the future Miele Kitchens will continue to be marketed in cooperation with local<br />
Miele distribution companies. In 2006, Miele Kitchens will enter two new markets. A new<br />
representative office will be set up in Dubai, and the first point of sale for Miele Kitchens will<br />
be opened in Switzerland in the new AFG kitchen center in Chur (Canton Graubunden).<br />
The trendsetting Eurocucina industry fair in Milan in April 2006 will see the pre-<br />
sentation of more innovations underscoring Miele Kitchens as a premium brand in tandem<br />
with AFG Arbonia-Forster-Holding AG’s proven kitchen range.
Financial Report<br />
First financial statements under IFRS in 2005<br />
With the 2005 financial statements, AFG Arbonia-Forster-Holding AG has reported for the first time<br />
in accordance with International Financial Reporting Standards (IFRS). While the transition had only a<br />
marginal influence on 2005 results, it had a significant impact on the results of the previous year that<br />
was characterised by acquisitions.<br />
In the 2005 financial year, AFG Arbonia-Forster-Holding AG (AFG) saw net revenues<br />
grow by 9.4% to CHF 1,123.6 million (from CHF 1,026.6 million the previous year). Adjusted for<br />
acquisitions, organic growth came to 2.7%, with the AFG Group gaining market share in all segments<br />
despite predominantly sluggish construction activity.<br />
When comparing the income statement for the year under review with the previous<br />
year’s, it should be remembered that this was the first time EgoKiefer AG and Bruno Piatti AG were<br />
consolidated within AFG for the full twelve months (in 2004 they were consolidated for only eight<br />
and eleven months respectively). Warendorfer Küchen GmbH was consolidated with effect on the<br />
date of its takeover, 1 September 2005. The previous year’s figures were also adjusted with regard to<br />
the first-time adoption of IFRS.<br />
Lower depreciation and optimised financing structure<br />
In 2005, the cost of materials increased from 42.6% to 46.6% of net revenues on increases in the<br />
price of raw materials such as steel, aluminum and crude oil. Particularly in Germany, growth in vol-<br />
umes was not sufficient for growing contribution margins to offset the increased cost of materials.<br />
This was reflected in EBITDA, which at CHF 117.9 million fell short of the previous year’s record CHF<br />
127.4 million. The fact that EBIT nevertheless came in higher than the previous year at CHF 72.8 mil-<br />
lion versus CHF 67.9 million is due to much lower depreciation. There was a decline in amortisation<br />
on intangible assets resulting from the purchase price allocation on the first-time consolidation. And<br />
at the same time, depreciation on companies acquired in 2004 was lower.<br />
The difference in financial income in 2005 is primarily due to the release of negative<br />
goodwill from the acquisition of Bruno Piatti AG booked in 2004. The situation with regard to finan-<br />
cial expenses improved thanks to new long-term external financing measures (a bond issue and a<br />
USPP) completed in 2004. The development of income tax expenses was also gratifying last financial<br />
year. Although it was not possible to deduct major loss carryforwards, the effective tax rate declined<br />
to 18.0% from 18.6% the previous year. This enabled AFG Arbonia-Forster-Holding AG to again im-<br />
prove its results, with an increase of corporate profit to CHF 51.5 million (from CHF 49.5 million the<br />
previous year).<br />
Continuity in balance sheet and cash flow statement<br />
There was little change in the 2005 group balance sheet by comparison with the previous year. A<br />
year-on-year increase in total assets to CHF 978.0 million from CHF 922.4 million was due almost<br />
entirely to the acquisition of Miele Kitchens. This takeover was also one of the factors behind an<br />
increase in goodwill. Despite the addition of Miele Kitchens and the higher average price of steel and<br />
other raw materials, there was a substantial reduction (especially in volume terms) in inventories.
20 21<br />
The consolidated cash flow statement for the 2005 financial year shows a CHF 9.4<br />
million decline in liquid funds versus an increase of CHF +25.3 million the previous year. This<br />
was due to the price paid to acquire Miele Kitchens, which was financed entirely with inter-<br />
nally generated funds, and to the fact that pension fund premiums for the Arbon-based<br />
companies had to be paid twice in 2005 owing to a contractual change.<br />
Transition to IFRS has no major impact on corporate profit<br />
The 2005 financial statements are the first time AFG Arbonia-Forster-Holding AG has reported in<br />
accordance with International Financial Reporting Standards (IFRS). The group financial statements<br />
contain detailed notes and comments on the reconciliations necessary to restate the 2004 accounts<br />
under IFRS. While the move to IFRS had no substantial impact on 2005 results, there are one-time<br />
effects for 2004 because of the acquisitions that took place that year. However, these cancel each<br />
other out more or less completely at the corporate profit level.<br />
Balance sheet reconciliations at 1 January 2004 and 31 December 2004, include the<br />
following changes: The acquisition of EgoKiefer AG resulted in goodwill of CHF 33.2 million. Because<br />
of purchase price allocations for the companies acquired in 2004, a net CHF 24.2 million in intangible<br />
assets was identified. A valuation of the market value of the land and buildings used for operational<br />
purposes (including the companies acquired in 2004) by external assessors led to a net adjustment of<br />
CHF –31.5 million at 31 December 2004. These changes to the balance sheet do not have a significant<br />
influence on the consolidated income statements for 2005 and subsequent years, with higher amortisation<br />
from intangible assets offset by lower depreciation on buildings used for operational purposes.<br />
As things stand at the moment, there is no impairment of goodwill necessary.<br />
Outlook<br />
Following successful efforts to secure long-term funding in 2004 and the transition to IFRS in<br />
2005, from a financial point of view the current year will be shaped by ongoing optimisation<br />
efforts, particularly in terms of the group’s (reporting) processes, organisation, systems, current<br />
assets and expenses. In light of changes in the law that will take effect on 1 July 2007,<br />
AFG will set up an adequate risk management system and expand its internal control<br />
system.
Portfolio<br />
Heating Technology and Sanitary Equipment Kitchens and Refrigeration<br />
Brands<br />
Products<br />
Radiators Radiators<br />
Markets<br />
34 countries<br />
Shower stalls<br />
Surface heating<br />
Steel service center<br />
including Switzerland and the Principality of Liechtenstein<br />
Materials<br />
Steel Steel<br />
Comments<br />
Glass<br />
Aluminum<br />
Synthetics<br />
Radiators Steel kitchens<br />
Steel fittings<br />
Switzerland<br />
Principality of Liechtenstein<br />
Italy<br />
Steel Steel<br />
Stainless steel<br />
Radiators and shower screens in more than 2000 RAL colors More than 2000 RAL/<br />
Production sites<br />
CH-Arbon<br />
DE-Plattling<br />
DE-Riesa<br />
CZ-Strˇíbro<br />
Headcount<br />
CH-Arbon<br />
DE-Plattling<br />
DE-Riesa<br />
CZ-Strˇíbro<br />
AFG Brands and Products<br />
CH-Arbon<br />
DE-Plattling<br />
DE-Riesa<br />
CZ-Strˇíbro<br />
2619 886<br />
NCS colors<br />
Built-in refrigerators<br />
Switzerland<br />
Principality of Liechtenstein<br />
Germany<br />
Steel<br />
Synthetics<br />
Aluminum<br />
More than 2000 RAL/<br />
NCS colors,<br />
only specialist OEM<br />
for Swiss norm<br />
CH-Arbon CH-Arbon<br />
One building, one stop: AFG Arbonia-Forster-Holding AG’s winning strategy<br />
AFG Arbonia-Forster-Holding AG is a leading integrated supplier to the construction industry,<br />
specialising in segments that reward outstanding innovation and responsiveness with robust<br />
margins and exceptional long-term growth potential. The group manufactures complemen-<br />
tary products and systems in four divisions – Heating Technology and Sanitary Equipment,<br />
Kitchens and Refrigeration, Windows and Doors, and Steel Technology – which are offered
Kitchens Kitchens<br />
50 countries<br />
including Switzerland and the<br />
Principality of Liechtenstein<br />
Syntetics<br />
Stainless steel<br />
Veneer<br />
Four Coating systems<br />
More than 2000 RAL/NCS<br />
colors, lower units<br />
in 18 different heights<br />
Wall units<br />
Switzerland<br />
Principality of Liechtenstein<br />
Real wood<br />
Synthetic resin<br />
Laminate<br />
More than 2000<br />
RAL/NCS colors<br />
Steel Technology Windows and Doors<br />
Precision steel tubing Profile systems for:<br />
18 countries<br />
including Switzerland and the<br />
Principality of Liechtenstein<br />
Steel Steel<br />
Brilliant surfaces<br />
(Ra max. 0.2 µm);<br />
manufactured to tolerances<br />
of ± 0.02 mm<br />
Windows, Doors and Facades<br />
44 countries<br />
including Switzerland and the<br />
Principality of Liechtenstein<br />
Stainless steel<br />
Certified for fire and smoke<br />
protection purposes in more<br />
than 20 countries<br />
Windows<br />
Doors<br />
Switzerland<br />
22 23<br />
Principality of Liechtenstein<br />
Synthetics<br />
Steel<br />
Wood<br />
Aluminum<br />
Heat insulating glass for energy<br />
savings of more than 70%.<br />
Manufactures and delivers<br />
1300 windows a day<br />
DE-Warendorf CH-Dietlikon CH-Arbon CH-Arbon CH-Altstätten<br />
315 871<br />
CH-Villeneuve<br />
as an integrated range in line with its strategy of “one building, one stop.” Using its home<br />
markets in Switzerland and Germany as a base, AFG Arbonia-Forster-Holding AG is striving<br />
to expand internationally into promising markets. To ensure customers high quality through-<br />
out, the group is vertically integrated, with in-house capacities right along the value chain<br />
from R&D and production to sales and marketing.
Kermi shower stall, Toca model<br />
(top left).<br />
Arbonia heated towel rack, Bagno-<br />
therm BTV model (top right).<br />
Pioneering radiator manufacturing<br />
technology is a prerequisite for<br />
progress and success, in tandem<br />
with the highest possible degree of<br />
rationalization and efficiency,<br />
consistently high levels of quality,<br />
and state-of-the-art production<br />
lines. Here you see the production<br />
line for Karotherm bathroom<br />
radiators at the Arbon (Canton<br />
Thurgau) facility (bottom).<br />
Heating Technology and Sanitary Equipment Division<br />
“The word ‘impossible’ isn’t really<br />
in our vocabulary.”<br />
“We’re a large heating specialist, and are well known for our ability to deliver<br />
appropriate heating solutions for even the most exceptional needs.<br />
Arbonia is just the right partner for us, in terms of both the variety of its range<br />
and its flexibility.”<br />
Andreas Müller (34), CEO of Alois Müller GmbH, Memmingen (Germany),<br />
www.heizungsbau-mueller.com<br />
24 25
Heating Technology and Sanitary Equipment Division<br />
Division consolidates market position in Europe<br />
Through its Heating Technology and Sanitary Equipment Division, AFG Arbonia-Forster-Holding AG is one of Europe’s<br />
leading providers of radiators, surface heating systems and shower stalls. The division offers a comprehensive range of<br />
products in the heating and shower screen segments under the Arbonia, Kermi and Prolux brands. The division’s production<br />
facilities are located in Germany, Switzerland and the Czech Republic. In addition to its home markets, Germany and<br />
Switzerland, the division is also present in France, the UK, Austria, Poland and the Czech Republic via sales and distribution<br />
companies. Representative offices were opened in the promising Chinese and central Asian markets in the year 2005. The<br />
pillars of the division’s philosophy are systematic orientation to the needs of customers and the market, and constant<br />
development of the product portfolio through innovation.<br />
With few exceptions, the Heating Technology and Sanitary Equipment Division’s markets<br />
were lackluster in 2005. Even so, the division successfully maintained its position in the Euro-<br />
pean market to turn in an operating profit (EBIT) of CHF 35.7 million.<br />
Thanks to significant investment aimed at strengthening its innovation leadership<br />
and boosting productivity and flexibility, the division is fully equipped to meet rising demand<br />
and further consolidate its market position. In light of declining sales and further efforts to<br />
increase efficiency, the workforce was reduced from 2,711 to 2,619 during the year under<br />
review.<br />
The Heating Technology and Sanitary Equipment Division was able to maintain or<br />
strengthen its position in most markets in 2005. The generally difficult economic environ-<br />
ment, and in particular the persistent weakness of the European residential construction<br />
business, depressed demand and slowed sales – although this weaker demand was in part<br />
the market’s response to price hikes necessitated by increases in steel, energy and transporta-<br />
tion costs.<br />
Divergent market developments<br />
While the division profited from healthy residential construction activity in Switzerland, its<br />
most important market, Germany – and in particular the German construction industry – was<br />
affected by an unfavorable economic and political framework and very subdued capital and<br />
consumer spending. Added to this, 2005 no longer saw the investment in residential con-<br />
struction witnessed in 2004 in anticipation of a reduction in the German homeowner’s tax<br />
deduction. A similar preemptive effect also had a negative impact on business in Poland:<br />
alongside generally slow building activity, developments there were influenced by an increase<br />
in value-<strong>added</strong> tax on building materials implemented during 2004, which prompted many<br />
people to bring forward their investment plans.<br />
Declines in the German and Polish markets were offset to some extent by intensive<br />
efforts to make the division’s business more international. For example, there were positive<br />
developments in sales in Russia and other former Soviet states. In this region the division has<br />
been quick to introduce distribution strategies geared to long-term success (which include<br />
the involvement of strong local trading partners), which in combination with a portfolio of
26 27<br />
market-oriented products have resulted in gratifying market penetration and growing brand<br />
awareness. More intense marketing efforts have also had a positive impact on business in<br />
France and Italy.<br />
Further milestones are the division’s entry into the Hungarian and Romanian mar-<br />
kets, assuring it a foothold in two young, emerging economies. In China the central govern-<br />
ment is currently introducing more stringent financing requirements in an effort to prevent<br />
the construction sector from overheating. This has significantly slowed growth in residential<br />
construction, which has also had an impact on the division’s business there. The division has<br />
further expanded its sales organisation in China to enable it to participate in the future<br />
growth of this market.<br />
Innovations from the<br />
division in in 2005 met<br />
with gratifying and<br />
widespread approval.<br />
Innovation a major source of impetus<br />
Regardless of swings in the economy, AFG Arbonia-Forster-Holding AG is systematically<br />
geared to the needs and requirements of its customers. Innovations introduced by the Heat-<br />
ing Technology and Sanitary Equipment Division in 2005 met with gratifying and widespread<br />
approval. In particular, the patented principle underlying the new Therm X2 flat radiator,<br />
which saves energy while at the same time offering greater comfort, illustrates the division’s<br />
ability to spot market opportunities early on and exploit them capably and expertly.<br />
In surface heating, the division took its full-range strategy a step further by enter-<br />
ing the wall heating and surface cooling segments. And last year the Heating Technology and<br />
Sanitary Equipment Division once again demonstrated its design expertise in impressive fash-<br />
ion: Its new Bagnotherm and Credo II bathroom radiator lines and its Toca and Toca XP<br />
shower stall ranges were not only praised in the highest terms by customers, but also received<br />
the red dot design award 2005 from the renowned Design Zentrum Nordrhein-Westfalen<br />
(Sachsen) in one of the biggest design competitions in the world. In<br />
2005, the division underscored its innovation leadership in shower stalls<br />
with KermiEXTRA, a concept that sets a milestone in terms of individu-<br />
alised shower design by enabling solutions that even the most flexible<br />
standard range cannot achieve (for example spacious walk-in showers).<br />
The trade gave these innovations a very positive reception. The division’s<br />
prestigious stand at the ISH (the international trade fair for bathroom,<br />
building, energy and air-conditioning technology) in Frankfurt was an<br />
impressive reminder of the outstanding market position of the Arbonia and Kermi brands,<br />
and attracted above-average numbers of visitors.<br />
The division also received very gratifying feedback from a survey of tradespeople<br />
on shower screens conducted by trade magazine markt intern. Kermi was given top marks<br />
for product mix, product quality, handling of complaints, supply of replacement parts and<br />
assembly technology/ease of assembly. This put Kermi at the top of the overall rankings once<br />
again.
Investment at all facilities<br />
Efforts to globalise<br />
and boost efficiency are<br />
pillars of the division’s<br />
growth strategy.<br />
Heating Technology and Sanitary Equipment Division<br />
Last financial year the Heating Technology and Sanitary Equipment Division again invested in<br />
all its facilities in an effort to further boost productivity, flexibility and quality. Worthy of spe-<br />
cial mention is the launch of new facilities in Riesa, Germany, for manufacturing convector<br />
heaters. The flexibility and efficiency of these new facilities have helped strengthen one of the<br />
division’s classic competitive advantages by enabling further reductions in delivery times. At<br />
the Arbon facility, the division commissioned new wet coating equip-<br />
ment which extends the range of colors, particularly for small batches,<br />
and enables specific customer requirements to be met to even shorter<br />
delivery deadlines. In Plattling, the division invested in manufacturing<br />
equipment to rationalise the production of flat radiators and shower<br />
stalls. After production at the Str ˇíbro works in the Czech Republic was<br />
expanded in 2004, during the year under review the focus was on optimising<br />
quality and productivity. The final phase of the implementation<br />
of the SAP R/3 system at the Arbon (Canton Thurgau) and Riesa facilities was completed successfully.<br />
The new software system ensures that all the division’s facilities are now optimally<br />
networked. The resulting gains in flexibility and transparency have already had a positive<br />
impact on an operational level.<br />
Outlook: Consolidated market position and further international expansion<br />
The division anticipates a tough operating environment for the current year as well. In Germany,<br />
for example, the new federal government is planning to significantly increase the<br />
burden on private individuals and corporations, and the construction industry will continue<br />
to feel the effects of the complete abolition of the homeowner’s tax deduction.<br />
In Switzerland, the division’s second home market, the current figures for residential<br />
planning permission indicate a positive trend for 2006. Residential construction activity is<br />
forecast to stabilise at a high level in the medium term.<br />
The environment will remain very challenging in 2006, and the division will continue<br />
to respond with an absolute commitment to the needs of its customers and the market.<br />
A good international reputation and the brand equity of Arbonia, Kermi and Prolux are the<br />
basis of strong customer relationships which enable the division to act as a reliable partner to<br />
wholesalers, architects, planners and tradespeople. In 2006, these qualities will again be<br />
rounded off by consistent top quality and a broad service offering.<br />
The Heating Technology and Sanitary Equipment Division intends to use its strong<br />
position in its home markets as a basis for pursuing its strategy of globalisation further in<br />
2006. It will do so through intense efforts to expand country-specific product portfolios,<br />
especially for shower screens, and by penetrating new markets. At the same time the division<br />
will consolidate its position in its home markets by building its innovation and design expertise<br />
further, and optimising cost structures and production processes.
in CHF million<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
Heating Technology and Sanitary Equipment: key figures<br />
Net sales<br />
EBITDA<br />
EBIT<br />
35.7<br />
43.0<br />
EBIT in % of net sales<br />
6.7 %<br />
57.7<br />
8.0 %<br />
Headcount (full-time equivalent)<br />
68.8<br />
261<br />
2711<br />
530.<br />
540.7<br />
28 2<br />
The bathroom: an oasis of wellbeing — The bathroom is increasingly one of the most<br />
important living spaces in the home. What was once a utilitarian place for washing<br />
has become an oasis of wellbeing – a place to retreat, relax and regenerate from the<br />
stress of everyday life. And this means expectations are higher too. People want<br />
beautifully designed bathrooms which function perfectly, and are prepared to invest<br />
accordingly. This development is opening up new opportunities for the Heating Tech-<br />
nology and Sanitary Equipment Division and its portfolio of outstanding designer<br />
radiators and high-end shower stalls. And all the more so given that each of its brands,<br />
Arbonia, Kermi and Prolux, is clearly positioned in this segment and offers a range of<br />
products systematically geared to the new bathroom trend – a fact underscored by<br />
numerous contemporary awards and design prizes.
Piatti kitchen, Trend model<br />
(top left).<br />
Forster kitchen, Color Line 2 model<br />
(top right).<br />
Delivering 75 kitchens and 350<br />
refrigerators a day requires a high<br />
degree of expertise at every<br />
stage of production, right up to<br />
final assembly. Here you see<br />
the fully automated process for<br />
producing panels to customer<br />
specifications (bottom).<br />
Kitchens and Refrigeration Division<br />
“Swiss made: a quality benchmark<br />
in kitchen building.”<br />
“Forster Kitchens: What I like most is their clear design language and a way of<br />
using of high-quality steel that is unique anywhere in the world. Forster Kitchens<br />
stand out in terms of toughness, ease of use, hygiene and extreme durability.<br />
They’re timeless classics for tenants and property owners.“<br />
Reto Visini (42), Proprietor, Anne-Marie Fischer + Reto Visini Architects,<br />
Zurich (Switzerland), www.fischer-visini.ch<br />
“Piatti Kitchens: For me the key deciding factors are quality, professional advice<br />
and flexibility. This is why the Swiss quality brand Piatti has been our choice for years.<br />
Piatti Kitchens guarantee satisfied tenants and many years of use.”<br />
Othmar Räbsamen (42), CEO, ASIG building cooperative, Zurich (Switzerland),<br />
www.bgasig.ch<br />
30 31
Integration of Forster and Piatti bears fruit<br />
The Kitchens and Refrigeration Division of AFG Arbonia-Forster-Holding AG, with its Forster and Piatti brands, is by far the<br />
biggest manufacturer and supplier of kitchens in Switzerland, while the Miele Kitchens brand is represented in more than<br />
50 countries. Its extraordinarily broad selection of products ranges from low-cost models to exclusive, state-of-the-art<br />
kitchens in stainless steel or high-gloss finishes, marketed both to the building trade and direct to household consumers.<br />
Its two independent brands Forster and Piatti are clearly positioned in the market, and have great future potential. The<br />
division is also managing to exploit synergies at all levels. A dense distribution network guarantees close proximity to cus-<br />
tomers throughout Switzerland. Forster Refrigeration is the only manufacturer in Switzerland to develop and produce<br />
high-quality built-in refrigerators in different sizes. Most of its customers are distribution partners and consumers in Swit-<br />
zerland.<br />
Kitchens and Refrigeration Division<br />
In the 2005 financial year, the Kitchens and Refrigeration Division extended its position as the<br />
leading kitchen manufacturer in Switzerland. The acquisition of Miele Kitchens as of 1 Sep-<br />
tember 2005 gave AFG Arbonia-Forster-Holding AG access to the premium segment of the<br />
world market. Including Miele Kitchens from 1 September 2005, sales grew an impressive<br />
16.5 % to CHF 238.8 million. Organic growth came to 5.2 %. The division’s EBIT was up<br />
108.9 % to CHF 9.3 million during the year under review. The headcount grew to 886 including<br />
268 people from Miele Kitchens. Adjusted for the acquisition, the headcount declined by 14 to<br />
592 employees as a result of efficiency gains at Piatti.<br />
The acquisition of Miele Kitchens, whose products (labeled “Miele Die Küche” in<br />
German-speaking countries) are manufactured by Warendorfer Küchen GmbH in Warendorf,<br />
Westfalen (Germany), was the most important milestone in the strategic development of the<br />
Kitchens and Refrigeration Division during the 2005 financial year. Since the takeover did not<br />
take effect until 1 September 2005, the impact of the integration on the year under review<br />
was fairly limited. The report below therefore refers to the performance of the division without<br />
Miele Kitchens.<br />
Integration of Forster and Piatti bears fruit<br />
The program to integrate Forster Küchen- & Kühltechnik AG, Arbon (Canton Thurgau), with<br />
Bruno Piatti AG, Dietlikon (Canton Zurich), released considerable synergies in 2005, and underscored<br />
the division’s market potential. Both companies saw a sharp increase in sales, consolidating<br />
AFG Arbonia-Forster-Holding AG’s market leadership. With a market share of<br />
around 20 %, the company is by far the largest manufacturer and supplier of kitchens in<br />
Switzerland. Progress on the earnings side was also largely due to the successful integration<br />
of the two brands under the “Chef de Cuisine” banner. As part of the successful ISO<br />
9001:2000 recertification, all operational processes were reviewed in detail. Various measures<br />
were taken that resulted in a reduced error rate, an optimised cost structure, and, in<br />
turn, increased competitiveness. The restructuring was more or less completed during 2005.
Positive market environment<br />
32 33<br />
The market is still highly fragmented, and during the year under review was again dominated<br />
by a large number of providers with small market shares and overcapacities, coupled with<br />
growing imports. Related to this was another increase in margin pressure and more intense<br />
price competition. However, the fundamentals on the demand side stimulated investment in<br />
the residential sector, with interest rates low, institutional investors eager to invest, and resi-<br />
dential vacancy rates low in the major Swiss urban centers. Forster and Piatti kitchens drew<br />
considerable benefit from this positive environment. Also conducive to success were the divi-<br />
sion’s concerted efforts to maintain customer proximity, the consistently high quality of its<br />
advice and service, and its ability to anticipate customer needs and implement innovations<br />
rapidly. Piatti illustrated this with the launch of its handleless kitchen, new models in the<br />
popular colors sand, wenge and rosewood, and the integration of multimedia applications.<br />
In the year under review Piatti, acquired in 2004, recorded the highest volume of new orders<br />
in the firm’s 58-year history, and the company grew twice as quickly as the market in 2005.<br />
A strategic adjustment undertaken in 2004 at Forster (involving a return to the wholesale<br />
market) had a positive impact.<br />
With a market share<br />
of around 20 %,<br />
AFG Arbonia-Forster-<br />
Holding AG is by far the<br />
largest manufacturer<br />
and supplier of kitchens<br />
in Switzerland.<br />
Distribution network even more efficient<br />
One particular area of focus in 2005 was to optimise the existing dense distribution network<br />
and make its coverage even more complete. Forster, which specialises in steel kitchens, closed<br />
gaps in the network of seven kitchen centers and five regional representatives in western and<br />
northwest Switzerland and the Valais. Partnerships with new specialist<br />
dealers were forged in Fiesch (Canton Valais), Lugano (Canton Ticino)<br />
and Urdorf (Canton Zurich). Distribution via “Badewelten,” the collec-<br />
tive brand of Swiss sanitary installation companies, was made more pro-<br />
fessional, which stimulated sales of utility room fittings. In 2005, Piatti<br />
came even closer to its customers, and with eight branches and 80<br />
retailers has excellent coverage of the whole of Switzerland. On aver-<br />
age, there is a Piatti showroom twenty minutes away by car from any-<br />
where in the country. A strong domestic market position and know-how<br />
built up over decades will continue to serve as the basis for penetrating<br />
selected export markets in the future. With modern production facilities<br />
and outstanding “made in Switzerland” product and service quality, the<br />
Forster and Piatti brands are ideally placed to be successfully marketed<br />
on an international basis. Cooperation with Miele Kitchens, a brand that is firmly established<br />
and distributed internationally, will open up additional opportunities.
With “made in Switzerland”<br />
product and service<br />
quality, the Forster and<br />
Piatti brands are ideally<br />
placed to be successfully<br />
marketed on an<br />
international basis.<br />
Kitchens and Refrigeration Division<br />
Forster Refrigeration a strong, innovative presence in the market<br />
Thanks to its concentration on the Swiss market for built-in appliances, Forster Refrigeration<br />
saw a slight increase in sales. Its market share for appliances that meet the Swiss SMS instal-<br />
lation standard is over 60 %. One real hit has turned out to be the innovative niche product<br />
Capovino, the first world’s first built-in wine cooler with two different variable temperature<br />
zones for red and white wine. The market received this world first with enthusiasm.<br />
Outlook: Market potential intact, outlook encouraging<br />
Following the successful completion of the restructuring and a strategic reorientation, the<br />
stage is set for the Kitchens and Refrigeration Division to increase profitability. Added to this,<br />
lively new construction and renovation activity is opening up further<br />
growth potential. Forster and Piatti are well equipped to tap into this<br />
potential, and will strive for further growth in market share. To this end,<br />
in spring 2006 the Kitchens and Refrigeration Division is opening a new<br />
kitchen center in Chur (Canton Graubunden), incorporating the three<br />
brands Forster, Miele Kitchens and Piatti under one roof, which will serve<br />
as a platform for more intensive marketing in the promising region of<br />
Southeast Switzerland. Added to this, the division will fill the last re-<br />
maining gaps in its network of regional representatives in Switzerland.<br />
Although the market for built-in refrigerators is showing no clear signs<br />
of growth, the Refrigeration unit anticipates an increase in sales thanks<br />
to its leading position in the Swiss market for built-in fridges and Forster’s<br />
innovative strength. Here selected niche products, distributed on both the domestic and<br />
export markets, should play an even more significant role going forward.<br />
The kitchen becomes a place to live and enjoy — In recent years, the kitchen has evolved<br />
into a true living space. Building clients increasingly expect high-quality materials and a<br />
level of design in keeping with the rest of the living area. Despite a high degree of price<br />
awareness, people are willing to invest more in the kitchen as an area to live in and enjoy.<br />
In parallel with this, demand for expert, creative planning and comprehensive customer<br />
service is growing. People are also becoming increasingly brand aware. With its clearly<br />
defined Forster, Miele Kitchens and Piatti brands, AFG Arbonia-Forster-Holding AG will<br />
derive long-term benefit from this trend. As regular market research shows, consumers<br />
perceive these as three attractive, high-quality brands.
in CHF million Kitchens and Refrigeration: key figures<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
Net sales<br />
EBITDA<br />
EBIT<br />
4.5<br />
.3<br />
1 .4<br />
17.4<br />
EBIT in % of net sales<br />
3. %<br />
2.2 %<br />
Headcount (full-time equivalent)<br />
886<br />
635<br />
1) incl. Warendorfer Küchen GmbH since 1 September 2005<br />
2) incl. Bruno Piatti AG since 1 February 2004<br />
205.1<br />
238.8<br />
34 35
Precision steel tubing, 25 x 1.2 mm<br />
(top left).<br />
Forster thermfix vario facade system<br />
in stainless steel (top right).<br />
The steel band is cut to the required<br />
breadth and prepared for dispatch to<br />
the tube welding line (bottom).<br />
Steel Technology Division<br />
“Customer satisfaction is a key<br />
component of our corporate culture.”<br />
“Consistently high quality and the ability to deliver to deadline have made Forster<br />
an outstanding supplier and unique partner for the last thirty years.”<br />
Ernst Hauser (53), Head of Purchasing, USM U. Schärer Söhne AG, Modular Furniture,<br />
Münsingen (Switzerland), www.usm.com<br />
36 37
Steel Technology Division<br />
Upgrades across the board<br />
The Steel Technology Division operates in two businesses: precision steel tubing, and profile systems. All products are<br />
manufactured at highly efficient facilities in Arbon (Canton Thurgau), and European countries outside Switzerland account<br />
for the lion’s share of sales. The Forster Precision Steel Tubing unit specialises in customer-specific solutions for sectors<br />
such as heating technology, furniture and shopfitting, automobiles, construction, and mechanical engineering. The Forster<br />
Profile Systems unit supplies the construction industry with a range of profile systems for windows, doors and facades as<br />
well as for security applications such as fire, smoke, burglar and bullet proofing in steel and stainless steel. Both units are<br />
geared to sustained, organic growth and increased profit contribution.<br />
In 2005 the Steel Technology Division, comprising the Precision Steel Tubing and Profile Sys-<br />
tems units, saw sales increase 13.4 % to CHF 147.0 million in a hard-fought market, demon-<br />
strating that the strategic focus on high-end systems and customer solutions is paying off. A<br />
slight decline in margins and lower sales of commodity-type products, and one-time charges<br />
for a switch to higher-margin products led to a reduction in earnings (EBIT) from CHF 12.9<br />
million to CHF 11.3 million year on year. The market was responded very positively to the<br />
decision to offer customer-specific value creation processes as part of the range of services,<br />
which has opened up interesting opportunities for profitable growth. The division’s head-<br />
count increased to 315 in the year under review.<br />
The impressive growth in sales revenues on slightly lower volumes was largely due<br />
to higher steel prices and concentration on higher-value-<strong>added</strong> market segments. Driven by<br />
supply bottlenecks, steel prices reached a high at the beginning of 2005, although prices<br />
declined somewhat in the course of the year as the supply situation returned to normal. As<br />
the situation eased, there was an improvement in inventory availability in the steel industry,<br />
leading to much more intense price competition.<br />
Focus on higher-value-<strong>added</strong> products<br />
In this environment, the division’s strategic reweighting of its product portfolio became all the<br />
more important. For example, it was increasingly able to market higher-value-<strong>added</strong> products<br />
for the automobile industry as opposed to simple radiator tubes. During the course of the<br />
year the division abandoned the manufacture of products which, from the customer’s point<br />
of view, no longer require Forster’s high quality standards and can just as easily be produced<br />
by competitors in low-wage countries. With the exception of a few specialty products, Forster<br />
also ceased manufacturing standard tubes to DIN 2395. Although the upgrade in production<br />
was not enough to fully offset the decline in volumes, it does create the basis for lasting<br />
improvements in performance.<br />
Production costs were further reduced through a series of rationalisation projects,<br />
and there were substantial productivity gains in drawing, fixed-length and systems manufac-<br />
turing in particular. In addition to this, the division enhanced its fixed length tubing and truing<br />
capabilities to lay the technical foundation for a number of automotive product innova-<br />
tions.
38 3<br />
Projects aimed at making production more flexible – primarily by reducing set-up<br />
times at the welding facility – progressed on schedule. The SAP implementation has been<br />
launched successfully, and will result in a clear improvement in the transparency and quality<br />
of process-related information, and enable customer inquiries to be dealt with even more<br />
quickly.<br />
Alongside the development of new products to build AFG Arbonia-Forster-Holding<br />
AG’s position as an integrated supplier to the construction industry, the division is also work-<br />
ing closely with customers to integrate additional procedures and value-adding processes into<br />
the value chain. Examples include processes for polishing stainless steel window and door<br />
profiles, and stamping and pressing processes for finishing tube components for shutters, to<br />
name but a few. Here synergies with purchasing, production and distribution logistics are<br />
being fully exploited.<br />
Forster Precision Steel<br />
Tubing seeks growth<br />
primarily in the European<br />
automotive sector,<br />
by far the largest market<br />
for high-end precision<br />
steel tubing.<br />
Precision steel tubing for the automotive industry<br />
When it comes to precision steel tubing, Forster’s traditional strength has been tubes for<br />
furniture and shopfitting (trade name WBKV) that are ready for finishing (in most cases<br />
chrome plating). Forster is looking primarily to the European automotive sector, by far the<br />
largest market for high-end precision steel tubing, as a source of substantial growth. To this<br />
end, in recent years the company has laid the necessary foundations through an upgrade to<br />
ISO TS 16949 certification, and technology and process audits from well<br />
known OEMs (original equipment manufacturers) and first-tier suppliers<br />
(direct suppliers to OEMs). The implementation of a computer aided<br />
quality assurance (CAQ) system acquired in 2004 was successfully completed<br />
by the end of 2005, and now all quality management functions<br />
from quality planning and risk management (failure modes and effects<br />
analysis or FMEA) to statistical quality controls and complaints handling<br />
are computer aided from start to finish. Efforts to grow the tubing business<br />
are based on a substitution strategy involving the replacement of<br />
expensive tubing applications with more cost-effective tubing solutions<br />
offering customers the same benefits. The most important of these is to<br />
substitute custom-rolled, welded tubes for cold-drawn tubing. Samples<br />
of a whole series of substitute products for steering, chassis and drive train systems have already<br />
been successfully produced, and some have been mass-produced and delivered.
Steel Technology Division<br />
In addition to this substitution strategy, in 2005 Forster modernised its tube draw-<br />
ing facilities to be able to manufacture tubes that cannot be substituted by welded tubing<br />
because of the dimensions, material characteristics or precision required. The focus is on<br />
drawn profiles and small, thick-walled tubes from conventional and high-hardness steels.<br />
Innovative profile systems<br />
In 2005, exports<br />
accounted for more<br />
than 70 % of Profile<br />
Systems sales.<br />
In 2005 the Forster unit saw a substantial increase in sales despite sluggish construction activ-<br />
ity in countries like Germany, the Netherlands, Belgium and Italy. Thanks to broad geograph-<br />
ic diversification, declining sales in some countries were more than offset by increases in<br />
other markets. International expansion into new markets also bore healthy fruit, with grow-<br />
ing demand in Russia, Poland and Slovenia in particular. In 2005, exports<br />
accounted for more than 70 % of Profile Systems sales. Numerous product<br />
innovations also helped boost sales. At Europe’s biggest building<br />
trade fairs, Bau in Munich and Bâtimat in Paris, Forster presented its<br />
unique T90/F90 fire protection system, and Forster fuego light TEGO, a<br />
system developed in collaboration with Dorma that allows the straightforward<br />
integration of access control, escape route surveillance and<br />
door automation. Both innovations met with a great response from the<br />
industry. Forster Profile Systems’ broad selection of products has been expanded by the addition<br />
of new concealed hinges, panic fittings and flush-fitting glass, giving architects and designers<br />
a whole new range of possibilities.<br />
During 2005 a development team came up with a completely new steel and stainless<br />
steel profile system for thermally insulated doors and windows called Forster unico. The<br />
system was extremely well received by a trade audience at the Bâtimat fair in Paris in November.<br />
New state-of-the-art production facilities were commissioned in March 2006, and first<br />
sales of the Forster unico system are scheduled for June 2006.<br />
The year under review also saw the implementation of new CE marking standards.<br />
In Switzerland, Forster acquired more than 400 fire protection licensees, and offered training<br />
in the new EN norms at its facilities. Altogether, more than 1,200 people attended the fire<br />
protection courses at Arbon (Canton Thurgau). Forster’s facade systems were inspected and<br />
approved in accordance the new EN norms.<br />
Outlook: Further growth in volumes and profitability<br />
The Steel Technology Division foresees growing demand for steel in 2006, resulting in a marginal<br />
firming in steel prices. The launch of new, innovative products in both the division’s units<br />
will more than make up for the anticipated decline in sales of commodity-type products, and<br />
should enable slight growth in volumes and increasing market shares in the high-end segment.
in CHF million Steel Technology: key figures<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
2005<br />
2004<br />
Net sales<br />
EBITDA<br />
EBIT<br />
11.3<br />
16.6<br />
12.<br />
17.8<br />
EBIT in % of net sales<br />
7.7 %<br />
12 .6<br />
10.0 %<br />
Headcount (full-time equivalent)<br />
315<br />
308<br />
147.0<br />
40 41<br />
Ongoing efforts to rationalise production should offset unavoidable increases in<br />
costs, especially energy costs, and give a sustained boost to the division’s performance. The<br />
Steel Technology Division sees particular growth potential in the automotive industry. Invest-<br />
ment in office furniture has also picked up again after a number of slack years, creating op-<br />
portunities for additional growth.<br />
The ability to penetrate new markets and consistently come up with a large number<br />
of innovative products forms the basis for continued growth in sales and earnings at the<br />
Profile Systems unit. Our product range meets growing safety requirements particularly ef-<br />
fectively.<br />
Trend to narrower profiles, better safety and security, and lower costs — Forster Profile<br />
Systems anticipates various trends that are emerging on the customer side. They in-<br />
clude demand for very narrow frames that help create bright, well insulated spaces<br />
by enabling a higher proportion of glass to be used in the construction of buildings.<br />
And the highest levels of fire and smoke protection and burglar and bullet proofing<br />
are an increasingly important consideration. The automobile industry will face even<br />
greater pressure to cut costs. One way of doing this is by substituting Forster’s custom-rolled,<br />
welded tubes for high-cost cold-drawn tubing. In 2005 a number of<br />
potential customers initiated sampling processes. Forster precision steel tubing is<br />
already proving to be a good alternative in terms of both price and quality.
Residential and office building on<br />
Kreuzplatz in Zurich, with EgoKiefer<br />
HA3 wood/aluminum sound insulated<br />
windows (top).<br />
EgoKiefer synthetic lift and slide<br />
doors are assembled at the Altstätten<br />
Ost production facility. There is a<br />
growing trend to large windows and<br />
french windows (bottom).<br />
Windows and Doors Division<br />
“Windows and doors give<br />
the façade a face.”<br />
“Manufacturing premium doors and windows is only one facet of EgoKiefer’s<br />
business. They are just as strong in terms of advising customers, assembly and<br />
fitting, and after-sales service. EgoKiefer helps us deliver high-quality windows<br />
and doors offering optimum value for money.”<br />
Daniel Rhyner (38), Team Manager at Karl Steiner AG, Total Services Contractor,<br />
Zurich (Switzerland), www.steiner.ch<br />
42 43
Windows and Doors Division<br />
Market leadership extended<br />
The Windows and Doors Division with its EgoKiefer brand is Switzerland’s leading provider of windows and doors. Ego-<br />
Kiefer develops, manufactures, markets and fits a wide variety of doors and windows made of synthetics, synthetics/alu-<br />
minum, and wood and wood/aluminum, plus doors for interior and exterior use. The division has two production facilities,<br />
in Altstätten (Canton St. Gallen) and Villeneuve (Canton Vaud). EgoKiefer windows and doors are innovative, modular<br />
system solutions that can be tailored to cover all customer requirements. EgoKiefer strives to built long-term partnerships<br />
with its customers and suppliers.<br />
In 2005, the Windows and Doors Division generated sales of CHF 220.6 million with around<br />
870 staff. This is a year-on-year increase of 5.5 % on a full-year comparison basis, and a new<br />
record in the history of the company. During the year under review, EgoKiefer AG once again<br />
grew market share in all sales regions, and extended its leadership in the Swiss windows and<br />
doors market. Operating profit (EBIT) came to CHF 20.5 million, resulting in a virtually unchanged<br />
EBIT margin of 9.3 %.<br />
In the year under review, EgoKiefer’s production facilities in Altstätten (Canton St.<br />
Gallen) and Villeneuve (Canton Vaud) manufactured more than 600,000 square meters of<br />
windows and more than 17,000 doors – year-on-year growth of 4 % for windows and 19 %<br />
for doors. This is the highest production figure in the history of EgoKiefer. Particularly notable<br />
was powerful growth in synthetic/aluminum windows (+75 %). But sales of HA3 wood/aluminum<br />
windows (+9 %), lift and slide doors (+30 %), and doors (+19 %) also developed very<br />
well indeed. During the year under review the Swiss windows and doors market benefited<br />
from strong construction activity. The volume of the windows and doors business grew only<br />
marginally, by around 2 to 3 %, versus 2004. Demand from new residential construction and<br />
renovation grew so positively that it more than made up for a decline in demand from the<br />
non-residential sector. EgoKiefer managed to tap into the healthy development of the economy<br />
to extend its leadership in the Swiss market.<br />
Expertise along the entire process chain<br />
The company was able to further reduce throughput and delivery times thanks to lean and<br />
automated production processes optimised on an ongoing basis. The implementation of a<br />
highly flexible estimate and order management system at branch offices, linked online to<br />
Ego-Kiefer headquarters in Altstätten (Canton St. Gallen), proved to be extraordinarily effective.<br />
Thanks to smart, just-in-time handling of production processes, EgoKiefer is able to<br />
manage and coordinate the production of 1,300 window units, the loading of more than 50<br />
trucks, and the delivery of 150 orders throughout Switzerland and its neighboring countries<br />
every day.
Production capacities expanded<br />
44 45<br />
The first phase of the extension of EgoKiefer’s production facility in Villeneuve (Canton Vaud)<br />
was completed on time in August 2005. The extension comprises a new 2,695 square-meter<br />
building with a state-of-the-art high-tech window processing center. A total of CHF 5.8 mil-<br />
lion has been invested in Phase 1. The new production capacities have resulted in further<br />
increases in volumes and greater flexibility allowing the rapid launch of new product innova-<br />
tions. Heavy demand has prompted EgoKiefer to shift the manufacture of synthetic entrance<br />
doors and lift and slide doors to a new location. The new, rented “Altstätten East” production<br />
facility, covering a total of 1,000 square meters, was commissioned in May 2005.<br />
EgoKiefer sets the trend<br />
EgoKiefer again<br />
extended its lead in<br />
Swiss windows and<br />
doors in 2005.<br />
In the year under review, EgoKiefer extended its technology leadership by once again bring-<br />
ing a whole range of attractive innovations to market. These included an optimised basic<br />
version of EgoKiefer’s exclusive insulating glass EgoVerre ® . Since June 2005, EgoKiefer has<br />
been delivering its window systems with enhanced heat insulation as standard – at no extra<br />
price. With around 2.7 million units sold, EgoVerre ® is one of the most successful insulating<br />
glass technologies in Switzerland. The new XL ® window system in wood/aluminum, with its<br />
visibly higher proportion of glass, opens up a whole new world of windows. The new system<br />
is EgoKiefer’s response to concrete customer demand for more light,<br />
warmth and visibility. The profile geometry has also been improved sig-<br />
nificantly through the use of innovative adhesives technology. The lean,<br />
streamlined design opens up new perspectives for construction planners<br />
designing facades. In May 2005, EgoKiefer became the first company in<br />
Switzerland to offer a synthetic/aluminum integrated solution for win-<br />
dows, lift and slide doors, and entrance doors. The solution opens up a<br />
huge number of options when it comes to designing dynamic, individual<br />
facades. The aesthetic quality of EgoKiefer’s new designer interior doors created a stir at the<br />
Swissbau 2005 building trade fair. Thanks to its extensive distribution network, EgoKiefer can<br />
offer its expertise and know-how, in areas ranging from pre-construction to fitting, throughout<br />
the whole of Switzerland.
Windows and Doors Division<br />
Outlook: Continued leadership through ideas<br />
Going forward, EgoKiefer will keep to its successful formula of leadership through ideas, in-<br />
vesting in expanding the company, its partner network and its range of services. In 2006<br />
(probably mid-year), EgoKiefer will launch its new XL ® synthetic window system, adding an<br />
attractive alternative material to the wood/aluminum version launched in the 2005 financial<br />
year. A customer-focused range of products, pan-Swiss market coverage, and outstanding<br />
service capabilities will keep EgoKiefer on the growth path in 2006, and enable it to further<br />
build on its market leadership. The company will strive for particularly strong growth in the<br />
doors business.<br />
EgoKiefer will keep to<br />
its formula of leadership<br />
through ideas.<br />
Construction remains healthy — Since 2000, construction has performed better that the<br />
Swiss economy as a whole. While gross domestic product (GDP) had only increased around<br />
2 % by 2004, investment in building construction had grown around 12 % over the same<br />
period. There was another slight increase in real investment in construction in 2005. This<br />
positive development was largely due to new residential construction:<br />
38,500 new residential units were built in 2005, almost 5% more<br />
than the previous year, and the highest figure since 1996. Statistics<br />
for the number of homes under construction and trends in planning<br />
permission point to stagnation or only a slight increase in residential<br />
construction activity in 2006. It pays to be cautious with regard to<br />
further developments: from 2007 and 2008 onward, market analysts forecast a decline in<br />
residential building and, by extension, in total construction activity.
in CHF million Windows and Doors: key figures<br />
2005<br />
2004<br />
2004<br />
2005<br />
2004<br />
2004<br />
2005<br />
2004<br />
2004<br />
2005<br />
2004<br />
2004<br />
2005<br />
2004<br />
2004<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
1)<br />
2)<br />
Net sales<br />
EBITDA<br />
EBIT<br />
13.<br />
20.5<br />
1 .7<br />
26.6<br />
26.4<br />
26.7<br />
EBIT in % of net sales<br />
.3 %<br />
8.5 %<br />
Headcount (full-time equivalent)<br />
871<br />
84<br />
866<br />
.4%<br />
163.3<br />
20 .0<br />
220.6<br />
1) EgoKiefer has been integrated in AFG Arbonia-Forster-Group since 1 May 2004.<br />
2) 2004 pro/forma comparison for 12 months (under Swiss GAAP FER)<br />
46 47
Corporate Center<br />
In the service of success<br />
The Corporate Center delivers services which are not core competencies of AFG Arbonia-Forster-Holding AG, but which<br />
are crucial to the successful development of its business. Three of the Corporate Center’s most important areas of respon-<br />
sibility are human resources, information technology (IT), and transport and logistics.<br />
Human resources<br />
In 2005, the HR teams of the major AFG companies in Switzerland merged to form the AFG<br />
Arbonia-Forster-Holding AG Human Resources department. The new department’s role in-<br />
cludes personnel development: preparing employees to meet the requirements of the or-<br />
ganisation now and going forward. The basis of personnel development is the systematic<br />
identification of suitable managers and specialist staff, both inside and outside the company.<br />
Since 2005, this has been done by means of a cross-divisional staff appraisal system, peri-<br />
odic assessments of the status quo, and tests conducted as part of the recruitment process<br />
to assess a candidate’s personality and his or her behavior in everyday situations. The findings<br />
of these tests are then backed up with interviews or assessments. The next phase is to de-<br />
velop key competencies such as the ability to work in an international environment, and in-<br />
tercultural management and social skills.<br />
Information technology<br />
During the year under review, the IT function of Bruno Piatti in Dietlikon (Canton Zurich) was<br />
integrated with the IT organisation at the Steel Technology Division and Forster Kitchens and<br />
Refrigeration in Arbon (Canton Thurgau), a move which included expanding the company’s<br />
internal IT capabilities (insourcing). The year 2005 also saw the launch of the largest informa-<br />
tion technology project ever undertaken by AFG Arbonia-Forster Holding AG: the implemen-<br />
tation of SAP in the Kitchens and Refrigeration and Steel Technology divisions. The implemen-<br />
tation project is being delivered in collaboration with Comgroup, a subsidiary of the Würth<br />
Group. Parallel to the implementation of SAP, AFG Arbonia-Forster-Holding AG is also setting<br />
up a cross-locational SAP center of competence in Arbon and Dietlikon.<br />
Transport and logistics on the road to success<br />
Most of the Group’s transport and logistics services are provided by two group companies<br />
based in Arbon TG: Asta AG and Spedition Gächter AG. The year under review saw both<br />
companies put in another very good performance. The operating profit (EBIT) of Asta AG,<br />
which employs 28 people, increased 33.8 % to CHF 1.2 million on sales of CHF 20.3 million<br />
(+10.3 %). The company works in partnership with specialist forwarders to deliver most of<br />
the logistics services required by AFG Arbonia-Forster-Holding AG, but also works for independent<br />
customers both in Switzerland and abroad.
48 4<br />
Spedition Gächter AG specialises in providing services to customers in two indus-<br />
tries that require particularly sophisticated transport services: printing and paper machinery,<br />
and the finishing industry. In 2005 its 18 employees generated an EBIT of CHF 0.3 million on<br />
sales of CHF 6.5 million (+11.1 %).<br />
These gratifying results were achieved in an environment of rising heating oil and<br />
diesel prices, and growing pressure on prices from forwarding companies in the new EU<br />
member countries. Both companies were able to avoid a collapse in margins thanks to integrated<br />
solutions, consistently high quality and targeted cost-cutting.<br />
Investing in the future<br />
Given the growth of Asta AG and Spedition Gächter AG themselves and the growth of AFG<br />
Arbonia-Forster-Holding AG, Asta’s most important customer, the logistics center has to be<br />
expanded. For this reason a new logistics center with five loading and unloading stations and<br />
2,200 square meters of warehousing and handling space is to be set up by mid-2006. This<br />
means that as the year progresses, Industriestrasse in Arbon (Canton Thurgau) will become<br />
an efficient hub handling just-in-time deliveries to customers in Switzerland and abroad.<br />
In autumn 2005, Spedition Gächter AG commissioned vehicles that fulfill the Euro<br />
5 norm, and during 2006 Asta AG will also renew its fleet to meet the new standard. The new<br />
technology will help reduce emissions by up to 80% by comparison with the Euro 3 norm that<br />
currently applies.
We deliver on time to customers all<br />
over the world.<br />
Logistics<br />
“A strong forwarder you can rely on.”<br />
“We transport large volumes of goods for our customers, both as part and full loads.<br />
In a domestic business characterised by an increasingly tough economic environment,<br />
we choose the provider that delivers the best services. This explains why Lista AG<br />
and Asta AG are long-standing partners of ours.”<br />
Michael Kunze (44), Head of Forwarding, Lista AG, Erlen (Switzerland),<br />
www.lista.com<br />
“A reliable and flexible response to our day-to-day logistical challenges.”<br />
Ulrike Kipphan (29), General Procurement Services & Utilities,<br />
Heidelberger Druckmaschinen AG, Wiesloch (Germany), www.heidelberg.com<br />
50 51
An integral component of our corporate<br />
philosophy<br />
Environmental compatibility and safety at the workplace are taken so seriously at AFG Arbonia-Forster-Holding AG that<br />
they are viewed as key factors in the sustainable economic success of our company. These are issues that affect every<br />
part of the business, from R&D through production and service. In recent years, AFG Arbonia-Forster-Holding AG has<br />
significantly stepped up its environment and safety efforts in line with international standards. As a result, most divisions<br />
and units have ISO certification.<br />
Environment and Safety<br />
Heating Technology and Sanitary Equipment Division<br />
External measurements taken in line with the VOC guidelines revealed that emissions of<br />
volatile organic compounds from the vent stacks at Kermi GmbH in Plattling (Bavaria) fall well<br />
below the permitted limits, and have declined further by comparison with 2004 levels. A<br />
technical modification to the spot welding equipment used in the mass production of radia-<br />
tors enabled a 40 % reduction in the consumption of cooling lubricants. In line with the divi-<br />
sion-wide logistics policy, more deliveries have been switched to environmentally-friendly<br />
transportation by water rather than by road.<br />
Kermi s.r.o. in Str ˇíbro has been able to reduce volumes of waste and optimise pro-<br />
cedures for environmentally-compatible waste disposal. Efforts to improve workplace design<br />
and ergonomics have resulted in greater safety and reduced the physical demands on employ-<br />
ees.<br />
Arbonia AG in Arbon (Canton Thurgau) has enhanced employee safety by intro-<br />
ducing modified personal protective gear and installing new suction units. A new locking<br />
system has been installed to improve building security.<br />
Technical modifications have been carried out to minimise noise and dust levels in<br />
tube production at AFG-Arbonia-Forster-Riesa GmbH, and further investment in safety has<br />
had a positive impact on insurance premiums.<br />
In the medium term, the division plans ongoing optimisation of processes related<br />
to water consumption, wastewater, waste management, energy consumption and the struc-<br />
tural development of its facilities to maintain its excellent environmental and safety standards<br />
going forward.
Kitchens and Refrigeration Division<br />
52 53<br />
In the Kitchens and Refrigeration Division, the outsourcing of Piatti’s logistics had a particu-<br />
larly positive impact on environmental performance. The implementation of an integrated<br />
distribution and recycling system has helped minimise the number of vehicles traveling emp-<br />
ty, systematise the return of waste, and increase recycling rates. For example, wood waste<br />
from furniture production at Bruno Piatti AG is used to heat the whole building, and system-<br />
atic sorting of construction waste in cooperation with professional recycling firms has en-<br />
abled a high proportion of materials to be recycled.<br />
Looking forward to 2007, Piatti plans to acquire ISO 14001 certification for its<br />
environmental management system, and Forster Kitchens and Refrigeration will follow suit.<br />
In 2005, the company that produces Miele Kitchens (now Warendorfer Küchen<br />
GmbH) embarked on the annual certification under ISO 14001 (environment), ISO 9001<br />
(quality management) and ISO 18001 (workplace safety). This certification will continue. Ac-<br />
cording to the relevant reports, spot checks revealed no irregularities in the disposal of dan-<br />
gerous materials or the implementation of the waste management policy.<br />
Steel Technology Division<br />
As in previous years, in 2005 Forster had its new profile systems subjected to intensive testing<br />
by state-approved institutions prior to market launch, before homologising them in line with<br />
different national standards. This ensures a high degree of product safety for staff, external<br />
companies involved in subsequent processing, and customers.<br />
To enhance workplace safety, during the year under review all crane operators<br />
were given training in the latest accident prevention measures. Advanced training was also<br />
provided on the Swiss ordinance on the movement of waste (VeVA), the new Swiss chemicals<br />
legislation, CE marking, risk evaluation, and laser protection. All production and transporta-<br />
tion facilities were subjected to a systematic risk review. Fire protection, chemical storage and<br />
the handling of water-polluting liquids were also brought up to the latest safety standards in<br />
light of the planned ISO 14001 certification.<br />
During the year under review the Steel Technology Division began laying the foun-<br />
dations to acquire ISO 14001 certification for its environmental management system, planned<br />
for 2007. Parallel to this, by 2007 all major production facilities will undergo a risk review<br />
under EN 1050 (European norm) in an effort to substantially improve workplace safety.
Environment and Safety<br />
Windows and Doors Division<br />
In line with ISO 1400 guidelines, at EgoKiefer the search for materials and production proc-<br />
esses that enable optimum quality, productivity and environmental compatibility begins as<br />
soon as work starts on developing new generations of products. Since the end of May 2005,<br />
EgoKiefer has been delivering an optimised basic version of its exclusive insulating glass Ego-<br />
Verre ® . Thanks to a new glass coating, the glass u-value (heat insulation) has been improved<br />
from 1.2 to 1.1 W/m 2 K (European norm) – at no additional cost and without affecting the<br />
excellent light transmission and total energy transmission of the material. Used in conjunction<br />
with EgoKiefer’s high-performance window systems, this enables consumers to save up to<br />
380,000 kg of heating oil per year, which corresponds to a CO 2 reduction of 1,180,000 kg.<br />
Despite a increases in production of 19 % for doors and 4 % for windows, emis-<br />
sions of VOCs (volatile organic compounds) at EgoKiefer have risen by only 2 %. VOC emis-<br />
sions have been reduced 12 % in the manufacture of synthetic window systems, and 7 % in<br />
the manufacture of wood and wood/aluminum window systems. VOC emissions produced in<br />
assembly were reduced by a whole 13 %. Waste per unit (= 1m2 of window or 1 door element)<br />
stabilised at the low level of 1.20 kg per unit. The final commissioning of new wastewater<br />
separation equipment enabled EgoKiefer to almost halve emissions of special waste<br />
(water contaminated with paint or varnish) to 0.042 kg. The recycling rate is stable at 33 %.<br />
In the medium term, EgoKiefer will prepare an updated environmental balance<br />
sheet for all its window systems, and use the findings to develop its products from an environmental<br />
point of view.<br />
The environmental performance of the division’s production and assembly processes<br />
will be further enhanced as the technology permits. On the safety side, the division<br />
plans to invest in spark detection equipment for its shaving removal system to minimise the<br />
risk of fire.
Corporate Governance<br />
Corporate Governance<br />
54 55<br />
General — This report complies with the SWX Swiss Exchange corporate governance guidelines of 17 April 2002. Unless<br />
otherwise indicated, the data are valid as at 31 December 2005.<br />
1. Corporate structure and shareholders<br />
1.1 Group structure<br />
Operational group structure — The operational structure of AFG Arbonia-Forster-Holding AG comprises four divisions<br />
– Heating Technology and Sanitary Equipment, Kitchens and Refrigeration, Steel Technology, and Windows and Doors – in<br />
addition to the Finance, Controlling and Reporting function and the Corporate Center.<br />
The company reports in line with IFRS on the basis of this structure. In the report section page 24 and consecutive pages<br />
of this report contain descriptions of the divisions.<br />
Basis of consolidation — The companies that make up the basis of consolidation of AFG Arbonia-Forster-Holding AG are<br />
listed in the Financial section on page 110 of this report. The bearer shares of AFG Arbonia-Forster-Holding AG are listed<br />
on SWX Swiss Exchange under security number 1213250/ISIN CH0012132509. Information about market capitalisation<br />
can be found in the information for investors. The registered shares of AFG Arbonia-Forster-Holding AG are not listed on<br />
the stock exchange. Besides AFG Arbonia-Forster-Holding AG, none of the other companies that make up the basis of<br />
consolidation are listed on a stock exchange in Switzerland or abroad.<br />
1.2 Major shareholders — Major shareholders at the end of 2005 and 2004:<br />
On 18 May 2005, notification was received that Julius Baer Multistock SICAV holds a voting share of less than 5 % in AFG<br />
Arbonia-Forster-Holding AG. No other disclosures as per Swiss stock exchange law were made during the year under<br />
review. As far as the company is aware, there are no pooling agreements involving major shareholders. As far as the com-<br />
pany is aware, there are no pooling agreemetnts involving major shareholders.<br />
1.3 Cross-participations — AFG Arbonia-Forster-Holding AG does not hold more than 5 % of the votes or the equity of<br />
any other group company and vice versa.<br />
in %<br />
31/12/2005 31/12/2004<br />
Voting share Capital share Voting share Capital share<br />
Edgar Oehler 59.0 26.0 58.9 26.0
2. Capital structure<br />
Corporate Governance<br />
2.1 Capital and changes to the capital during the last three years, and other financial instruments — Since the Annual<br />
General Meeting voted to reduce the company’s share capital by 40 % from CHF 12,600,420 in 2003, it has remained<br />
unchanged at CHF 7,560,252. There has been no change in the proportion of registered shares and bearer shares.<br />
There is neither authorised nor conditional capital. The company has issued neither participation nor profit-sharing cer-<br />
tificates. No convertible bonds or warrants issued by AFG Arbonia-Forster-Holding AG are outstanding. AFG Arbonia-<br />
Forster-Holding AG issued a bond (term 2004–10) with an interest rate of 3.375 % and a total nominal value of CHF 150<br />
million on 3 June 2004. The debt must be repaid on 3 June 2010. Interest is paid annually on 3 June. AFG Arbonia-<br />
Forster-Holding AG concluded a private placement of USD 160 million with a group of US investors on 2 December 2004.<br />
The placement is hedged against interest and exchange rate risks, and is composed of different tranches in USD and EUR<br />
with terms of between four and ten years.<br />
31.12.2005/31.12.2004/31.12.2003<br />
Category Share of votes Number Nominal value Share capital<br />
Registered shares 68.18% 2 700 000 0.84 2 268 000<br />
Bearer shares 31.82% 1 260 060 4.20 5 292 252<br />
Total 100% 3 60 060 7 560 252<br />
2.2 Limitation on the transfer of registered shares and registration of shareholders — The transfer of registered shares<br />
requires the consent of the Board of Directors. The Board of Directors may refuse consent provided AFG offers to acquire<br />
the shares for itself or for another shareholder or third party at their actual value at the time of the request. Consent may<br />
also be refused if the purchaser does not submit a declaration that he/she is purchasing the registered shares in his/her<br />
own name and for his/her own account. Registered shares acquired by a trust or a domiciliary company will only be<br />
entered in the ledger if the identity of the beneficial owner is made known to the company. This is subject to Art. 685 b<br />
(4) of the Swiss Code of Obligations. No exceptions were granted to these principles in the year under review.
3. The Board of Directors of AFG Arbonia-Forster-Holding AG<br />
56 57<br />
3.1 Members of the Board of Directors — The Board of Directors of AFG Arbonia-Forster-Holding AG consists of the fol-<br />
lowing members:<br />
Edgar Oehler — (1942, Swiss citizen), Ph.D., executive member, Chairman of the Board of Directors and CEO since 13<br />
October 2003. 1971–1995 Member of the Swiss National Council; member of several parliamentary committees; 1973–<br />
1985 Editor-in-Chief of the daily newspaper “Die Ostschweiz”; 1985–1990 General Manager of AFG Arbonia-Forster-<br />
Holding AG; 1991–2004 Chairman of the Swiss Cigarette Industry Federation, CISC FR.<br />
Ernst Buob — (1946, Swiss citizen), Ph.D. (Law), Attorney-at-Law, non-executive member of the Board of Directors since<br />
13 October 2003. Partner in the law firm Buob Staub & Partner, St. Gallen. Ernst Buob has never been part of the execu-<br />
tive management of AFG Arbonia-Forster-Holding AG or its affiliated companies. His business relationship with AFG<br />
Arbonia-Forster-Holding AG consists in the activities of the law firm Buob Staub & Partner with respect to this company<br />
and its affiliated companies.<br />
Arthur Loepfe — (1942, Swiss citizen), Ph.D. (Econ.), non-executive member of the Board of Directors since 2002.<br />
1979–2002 Partner in BSG Business Consulting St. Gallen; 1993–2000 Economic Director of the Canton of Appenzell<br />
Innerrhoden; since 1999 member of the Swiss National Council. Arthur Loepfe has never been part of the executive management<br />
of AFG Arbonia-Forster-Holding AG or its affiliated companies. He has no material business relationships with<br />
AFG Arbonia-Forster-Holding AG or its affiliated companies.<br />
Ulrich Flückiger — (1942, Swiss citizen), Ph.D., non-executive member of the Board of Directors since 2005. 1985–1987<br />
Vice Director Marketing & Sales at Maschinen AG, Berne; 1987–1999 Ray & Berndtson SA and CEO of Korn/Ferry (Schweiz)<br />
AG; since 2000 Managing Partner of drf consulting AG. Arthur Loepfe has never been part of the executive management<br />
of AFG Arbonia-Forster-Holding AG or its affiliated companies. During the year under review his business relationships<br />
with AFG Arbonia-Forster-Holding AG consisted of executive search consulting conducted by drf consulting AG on behalf<br />
of AFG Arbonia-Forster-Holding AG.<br />
Andreas Gühring — (1963, German citizen), degree in engineering, since 2005 non-executive member of the Board of<br />
Directors representing holders of bearer shares. 1992–1996 Head of Industrial Engineering at Hydac GmbH; 1997–2000<br />
CEO of Valeo GmbH; 2000–2004 CEO (Technology) of ThyssenKrupp Federn GmbH; 2004–2005 CEO of Brose Fahrzeugteile<br />
GmbH & Co. KG; since 2005 CEO of ThyssenKrupp Drauz Nothelfer Gmbh in Heilbronn. Andreas Gühring has never been<br />
part of the executive management of AFG Arbonia-Forster-Holding AG or its affiliated companies. He has no material<br />
business relationships with AFG Arbonia-Forster-Holding AG or its affiliated companies.
3.2 Other activities and interests<br />
Edgar Oehler — Since 1988 owner, Chairman and CEO of Hartchrom AG/Surface Technologies International Holding AG,<br />
Steinach (Canton St. Gallen); member of various boards companies and foundations in Switzerland and abroad.<br />
Ernst Buob — Chairman of the Board of Moser Holding AG, Innsbruck; member of the Board of Directors of Hälg Holding<br />
AG, St. Gallen, and Hartchrom AG/Surface Technologies International Holding AG, Steinach (Canton St. Gallen); member<br />
of various boards of companies and foundations in Switzerland and abroad.<br />
Arthur Loepfe — Member of the Board of Directors of Emil Ebneter AG/Appenzeller Alpenbitter, Appenzell AI, Brauerei<br />
Locher AG, Appenzell AI, Serto AG/Gressel AG, Aadorf (Canton Thurgau), and Blumer-Lehmann AG/Holzwerk Lehmann<br />
AG, Gossau (Canton St. Gallen); member of various boards of companies and foundations in Switzerland.<br />
Ulrich Flückiger — Since 2001 majority shareholder, Chairman and Managing Director of drf consulting AG, Urdorf<br />
(Canton Zurich).<br />
Andreas Gühring — Member of the Supervisory Board of ThyssenKrupp Umformtechnik GmbH, Ludwigsfelde.<br />
3.3 Corporate integration — There are no reciprocity agreements with other boards of directors of companies listed on<br />
the stock exchange.<br />
Corporate Governance<br />
3.4 Election and term of office — The members of the Board of Directors are generally elected by the ordinary general<br />
meeting for a period of three years. The first term of a member of the Board of Directors equals the remaining mandate<br />
of the member he/she has replaced, if applicable. The members of the Board of Directors may be re-elected an indefinite<br />
number of times. The terms of office of the current members are as follows:<br />
First elected Term expires<br />
Edgar Oehler 2003 2006 (proposed for re-election at the 2006 AGM)<br />
Ernst Buob 2003 2006 (proposed for re-election at the 2006 AGM)<br />
Arthur Loepfe 2002 2006 (proposed for re-election at the 2006 AGM)<br />
Ulrich Flückiger 2005 2006 (will not stand for re-election at the 2006 AGM)<br />
Andreas Gühring 2005 2006 (proposed for re-election at the 2006 AGM)
58 5<br />
3.5 Internal organisation — The Board of Directors meets at the invitation of the Chairman as often as the business of<br />
the company requires, and at least three times a year. The full Board of Directors met five times during the year under<br />
review.<br />
3.5.1 Division of duties — The Board of Directors is presided by its Chairman, Dr. Edgar Oehler, who is also Chief Execu-<br />
tive Officer. Vice-Chairman of the Board of Directors is Dr. Ernst Buob. The Board of Directors is supported by an Audit<br />
Committee and a Remuneration and Nominations Committee.<br />
3.5.2 Board committees — Each committee has a written charter, approved by the Board of Directors, laying down its<br />
powers and responsibilities and working procedures. The Board of Directors appoints the members and chairs of the com-<br />
mittees.<br />
Audit Committee — The Audit Committee is composed of at least three members, of whom at least two (one of whom<br />
must be the chairman of the committee) are independent and have experience in finance and accounting. The main re-<br />
sponsibilities of the Audit Committee are reviewing the effectiveness of the external and internal auditors, evaluating the<br />
internal control system, reviewing the financial reports and the performance, fees and independence of the external audi-<br />
tors. The Audit Committee meets as often as business requires.<br />
Since 9 June 2005, the Audit Committee has comprised the following members:<br />
– Arthur Loepfe, Chairman<br />
– Ernst Buob, Deputy Chairman<br />
– Andreas Gühring<br />
The Audit Committee met once during the year under review.<br />
Remuneration and Nominations Committee — The Remuneration and Nominations Committee is composed of at least<br />
three members, of whom at least two are independent. The main responsibilities of the Remuneration and Nominations<br />
Committee are approving the group’s remuneration policy and determining principles for selecting candidates for election<br />
to the Board of Directors and for top management. The Remuneration and Nominations Committee meets as often as<br />
business requires.<br />
Since 9 June 2005, the Remuneration and Nominations Committee has comprised the following members:<br />
– Edgar Oehler, Chairman<br />
– Andreas Gühring, Deputy Chairman<br />
– Ulrich Flückiger<br />
The Remuneration and Nominations Committee did not meet during the year under review.
3.5.3 Working procedures of the Board of Directors — The Board of Directors met five times during the year under re-<br />
view. During the 2005 financial year, most of the duties of the Board of Directors were carried out by the full board. Before<br />
their meetings, members of the Board of Directors receive documentation enabling them to prepare properly to deal with<br />
the items on the agenda. As a rule the meetings last three quarters of a day. Members of Group Management, repre-<br />
sentatives of the external auditors and external consultants are invited as necessary to deal with specific issues.<br />
3.6 Division of powers — The Board of Directors is responsible for guiding, supervising and monitoring the executive<br />
management of the company. It is responsible for approving and regularly reviewing company strategy, enacting the ne-<br />
cessary rules, instructions and guidelines, and establishing the organisation and risk policy of AFG Arbonia-Forster-Holding<br />
AG. It is also responsible for supervising and monitoring the persons entrusted with running the company. The Board of<br />
Directors has designated Dr. Edgar Oehler as Managing Director; he simultaneously heads Group Management as Chief<br />
Executive Officer (CEO). The division of powers between the Board of Directors, Group Management and divisional man-<br />
agement is set out in detail in the articles of association, by-laws and division of powers and responsibilities (“Kompetenz/<br />
Pflichtenregelung”) of AFG Arbonia-Forster-Holding AG. Within the framework of the law and the articles of association,<br />
and based on the by-laws and division of powers and responsibilities, the Board of Directors has delegated the manage-<br />
ment of the group to Group Management. Group Management has limited powers to decide on its own affairs and on<br />
applications from the divisions.<br />
Corporate Governance<br />
3.7 Group management information and control instruments — The Board of Directors is kept informed about the ac-<br />
tivities of executive management and the divisions via a number of different channels: The Management Information<br />
System (MIS) provides the members of the Board of Directors with fundamental information about the financial, income<br />
and risk situation of the group. The external auditors provide the Board of Directors with written and spoken information<br />
on the main findings of the audit. The CEO oversees the members of Group Management who report to him and ensures<br />
compliance with the law, the articles of association and regulations throughout the Group. He reports to the Board of<br />
Directors on a regular basis, and immediately in the event of extraordinary developments. The Board of Directors may<br />
demand any additional information it needs to carry out its tasks.
4. Group Management<br />
60 61<br />
4.1 Members of Group Management — The Group Management of AFG Arbonia-Forster-Holding AG comprises the fol-<br />
lowing members:<br />
Edgar Oehler — (1942, Swiss citizen), Ph.D. (PR), Executive Member, Chairman of the Board of Directors and Managing<br />
Director and CEO since 13 October 2003; see 3.1 and 3.2 for further details of his person.<br />
Felix Bodmer — (1955, Swiss citizen), lic. oec. HSG, Chief Financial Officer (CFO) since 1 June 2003; 1986–1992 various<br />
positions at Hilti Group in finance and controlling, latterly Head of Finance and Controlling at a German subsidiary;<br />
1993–2000 ABB/Alstom, Commercial Director/CFO of group companies, latterly CFO/Head of Shared Services at Alstom<br />
Power (Schweiz) AG; 2000–2003 CFO of Steiner Group.<br />
Knut Bartsch — (1969, German citizen), degree in industrial engineering, Director of Heating Technology and Sanitary<br />
Equipment Division since 1 May 2004; 1996–1997 Assistant Corporate Manager at Preussag AG/TUI AG; with Kermi<br />
GmbH since 1997, Director since 1999.<br />
Thomas Gerosa — (1949, Swiss citizen), business economist, Director of Windows and Doors Division since 1 May 2004;<br />
since 1972 various positions at EgoKiefer AG, Director from 1987–2004, and from 1 May 2004, Managing Director and<br />
CEO. Since 2000 Chairman of the Board of Directors of Alpha RHEINTAL Bank, Heerbrugg (Municipality of Balgach,<br />
Canton St. Gallen).<br />
4.2. Management agreements — AFG Arbonia-Forster-Holding AG has not signed any management agreements with<br />
companies or natural persons outside the group.
5. Compensation, profit-sharing and lending<br />
5.1 Procedure for establishing and setting compensation and profit-sharing programs — The compensation of serving<br />
and former non-executive members of the Board of Directors is not tied to their performance, and is determined by the<br />
Board of Directors itself in accordance with the articles of association. There are no profit-sharing programs. The Remu-<br />
neration and Nominations Committee is responsible for defining the group’s remuneration policy and setting the salaries<br />
of members of Group Management. The remuneration of members of Group Management (including executive members<br />
of the Board of Directors) consists of a base salary and a performance-related component. The amount of this perform-<br />
ance-related component is set by the Board of Directors. Performance evaluations are based on quantitative and quantita-<br />
tive factors. There are no profit-sharing programs.<br />
5.2 Compensation of serving members of corporate bodies — During the year under review, total compensation (includ-<br />
ing reimbursement of expenses and the employer’s contribution to pension plans) paid to serving members of the Board<br />
of Directors and Group Management amounted to:<br />
a) Executive members of the Board of Directors and members of Group Management: CHF 3,082,970<br />
b) Non-executive members of the Board of Directors: CHF 242,890<br />
In 2005, no severance pay was paid out to members of the Board of Directors or members of Group Management whose<br />
mandate came to an end in the course of the year.<br />
5.3 Compensation of former members of corporate bodies — No compensation was paid in the year under review to<br />
members of the Board of Directors or Group Management whose mandate came to an end during the previous financial<br />
year or earlier.<br />
5.4 Allotment of shares in the year under review — Shares were not allotted to either non-executive or executive mem-<br />
bers of the Board of Directors, or to members of Group Management, in 2005. The same applies to natural or legal per-<br />
sons closely associated with them.<br />
Corporate Governance<br />
5.5 Possession of shares — The total number of shares held by executive members of the Board of Directors, members<br />
of Group Management and natural or legal persons closely associated with them on 31 December 2005, was as follows:<br />
1,760 bearer shares, 2,333,620 registered shares. At 31 December 2005, no bearer shares or registered shares were held<br />
by non-executive members of the Board of Directors or natural or legal persons closely associated with them.
62 63<br />
5.6 Options — Since options have never been distributed as part of compensation packages to members of Group<br />
Management or the Board of Directors, neither they nor natural or legal persons closely associated with them hold such<br />
options.<br />
5.7 Additional fees and honoraria — In the year under review, the law firm Buob Staub & Partner, St. Gallen (whose<br />
Managing Partner is Ulrich Flückiger, a member of AFG’s Board of Directors), billed a total of CHF 263,610 for providing<br />
legal advice and representation to AFG Arbonia-Forster-Holding AG and its affiliated companies. In the year under review,<br />
drf consulting AG (whose Managing Partner is Ulrich Flückiger, a member of AFG’s Board of Directors), billed a total of<br />
CHF 41,850 for providing executive search services to AFG Arbonia-Forster-Holding AG and its affiliated companies. Otherwise<br />
no fees or honoraria amounting to or exceeding half the amount of regular remuneration were paid to members of<br />
the Board of Directors or Group Management, or to persons closely associated with them, during the 2005 financial year<br />
for additional services provided to AFG Arbonia-Forster-Holding AG or its affiliated companies.<br />
5.8 Lending — At 31 December 2005, AFG Arbonia-Forster-Holding AG and its affiliated companies had not granted any<br />
securities, loans, advances or credits to any member of the Board of Directors or Group Management or to natural or legal<br />
persons closely associated with them.<br />
5. Highest total compensation — In 2005 the highest paid executive member of the Board of Directors received, including<br />
all types of compensation, a total of CHF 1,683,900.
6 Participatory rights of shareholders<br />
6.1 Voting rights and voting by proxy — The articles of association of AFG Arbonia-Forster-Holding AG contain no<br />
regulations that deviate from the law, and in particular no percentual limitation on voting rights. Every share entitles the<br />
bearer to one vote. Every shareholder is entitled to be represented at the Annual General Meeting by a proxy furnishing<br />
written power of attorney.<br />
6.2 Statutory quorum — Under Art.13 (3) of the articles of association of AFG Arbonia-Forster-Holding AG, the rules on<br />
the transferability of registered shares can only be changed by a resolution of the Annual General Meeting, approved by<br />
at least two thirds of the voting shares represented and the absolute majority of the nominal share value represented.<br />
Otherwise, the articles of association of AFG Arbonia-Forster-Holding AG contain no regulations that deviate from the<br />
law.<br />
6.3 Calling of Annual General Meeting — The articles of association of AFG Arbonia-Forster-Holding AG contain no<br />
regulations that deviate from the law.<br />
6.4 Reports — Shareholders who hold at least CHF 1 million of share capital have the right to request reports about dis-<br />
cussion items. Requests for reports must be submitted to the Board of Directors in writing, specifying proposals, at least<br />
40 days before the date of the General Meeting.<br />
6.5 Registration in share ledger — Holders of registered shares whose names are entered in the share ledger of AFG<br />
Arbonia-Forster-Holding AG 30 days before the date of the Annual General Meeting AG must be sent invitations to the<br />
Annual General Meeting together with the list of proposals from the Board of Directors and admission tickets.<br />
7. Change in control and protective mechanisms<br />
7.1 Obligation to tender — Article 6 of the articles of association of AFG Arbonia-Forster-Holding AG exempts the pur-<br />
chasers of its shares from the obligation to tender a public offering as stipulated by Sections 32 and 52 of the Swiss Stock<br />
Market Act (opting-out clause).<br />
7.2 Change in control clauses — AFG Arbonia-Forster-Holding AG has no arrangements or plans that favor members of<br />
the Board of Directors and/or Group Management or other members of upper management that include change in control<br />
clauses.<br />
Corporate Governance
8. Auditors<br />
64 65<br />
8.1 Length of mandate and term of lead auditor — Since 2003, Ernst & Young AG, St. Gallen, has acted as the auditor<br />
of AFG Arbonia-Forster-Holding AG. Markus Oppliger has held the position of lead auditor since 2003.<br />
8.2 Audit fees — The various auditors billed a total of CHF 830,490 for auditing the financial statements and consoli-<br />
dated accounts of AFG Arbonia-Forster-Holding AG and the financial statements of its affiliated companies. Of this<br />
amount, CHF 581,000 was paid to Ernst & Young AG, St. Gallen.<br />
8.3 Additional fees — In 2005, CHF 109,160 was billed for additional services by the statutory and group auditors of<br />
AFG Arbonia-Forster-Holding AG and other auditors of affiliated companies throughout the group. Of this amount,<br />
CHF 69,880 was paid to Ernst & Young.<br />
8.4 Audit supervision and control instruments — The Audit Committee monitors the professional qualifications, independence<br />
and performance of the external auditors on behalf of the Board of Directors, and reports to the Board of<br />
Directors on its findings. In the year under review, additional measures to oversee the activities of the external auditors<br />
included a meeting between the Chairman of the Board of Directors and the CFO with the lead auditor to discuss the<br />
latter’s findings.<br />
. Information policy — AFG Arbonia-Forster-Holding AG pursues an open information policy with respect to the public<br />
and financial markets, based on the principles set out in Art. 72 of the amended Listing Regulations of the SWX Swiss<br />
Exchange. The annual report of AFG Arbonia-Forster-Holding AG provides information about the business, organisation<br />
and strategy of the group. AFG’s semi-annual report contains the profit and loss account, balance sheet and cash flow<br />
statement for the first six months of the financial year. AFG’s website at www.afg.ch provides additional information. Press<br />
releases publicise important information at short notice.
Financial Report<br />
Consolidated Financial Statements<br />
AFG Arbonia-Forster-Group 68<br />
68 Consolidated Income Statement<br />
Financial Statements<br />
AFG Arbonia-Forster-Holding AG 112<br />
69 Consolidated Balance Sheet<br />
70 Consolidated Cash Flow Statement<br />
71 Consolidated Statement of Changes in Equity<br />
72 Notes to the Consolidated Financial Statements<br />
111 Report of the Group Auditors<br />
112 Income Statement<br />
113 Balance Sheet<br />
114 Notes to the Financial Statements<br />
116 Appropriation of Retained Earnings<br />
117 Report of the Statutory Auditors<br />
66 67
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Consolidated Income Statement<br />
2005 2005 2004 2004<br />
Note in TCHF % in TCHF %<br />
Net revenues 27 1 123 568 100.0 1 026 567 100.0<br />
Other operating income 13 854 1.2 9 423 0.9<br />
Capitalised own services 2 656 0.2 2 369 0.2<br />
Changes in inventories of semi-finished<br />
and finished goods –1 309 0.0 –24 226 –2.4<br />
Net operating performance 1 138 769 101.4 1 014 133 98.8<br />
Cost of material and goods –523 132 –46.6 –437 033 –42.6<br />
Personnel expenses –352 636 –31.4 –321 214 –31.3<br />
Other operating expenses –145 113 –12.9 –128 527 –12.5<br />
EBITDA 117 888 10.5 127 359 12.4<br />
Depreciation and amortisation 32–33 –45 106 –4.0 –59 411 –5.8<br />
EBIT 27 72 782 6.5 67 948 6.6<br />
Financial income 42 5 890 0.5 11 862 1.2<br />
Financial expenses 42 –15 861 –1.4 –18 975 –1.8<br />
Profit before income tax 62 811 5.6 60 835 5.9<br />
Income tax expense 43 –11 279 –1.0 –11 317 –1.0<br />
Profit for the year 51 532 4.6 49 518 4.8<br />
Earnings per share for profit attributable to the<br />
shareholders during the year:<br />
Earnings per bearer share in CHF 39 29.40 28.24<br />
Earnings per registered share in CHF 39 5.88 5.65<br />
Basic and diluted earnings are identical.<br />
EBITDA Earnings before interest, tax, depreciation and amortisation<br />
EBIT Earnings before interest and tax<br />
in TCHF means in thousands of CHF<br />
Due to the transition from Swiss GAAP FER to IFRS, previous year comparatives<br />
have been restated. Explanations to the effect of the transition are explained in<br />
more detail in note 49 Transition from Swiss GAAP FER to IFRS.
Consolidated Balance Sheet<br />
Assets<br />
68 69<br />
2005 2005 2004 2004<br />
Note in TCHF % in TCHF %<br />
Cash and cash equivalents 28 104 416 113 803<br />
Securities 5 420 5 560<br />
Accounts receivable 29 132 982 114 540<br />
Other current assets 23 763 19 100<br />
Deferred expenses 7 981 10 251<br />
Current income tax receivables 273 1 016<br />
Inventories 30 158 842 161 816<br />
Available-for-sale financial assets 79<br />
Current assets 433 677 44.3 426 165 46.2<br />
Deferred income tax assets 37 10 893 8 664<br />
Financial assets 31 24 377 17 663<br />
Property, plant and equipment 32 400 162 370 814<br />
Intangible assets 33 36 726 30 155<br />
Goodwill 33 / 34 36 917 33 158<br />
Investment property 33 35 219 35 771<br />
Non-current assets 544 294 55.7 496 225 53.8<br />
Total Assets 977 971 100.0 922 390 100.0<br />
Liabilities and Shareholders‘ Equity<br />
Borrowings 36 6 440 13 004<br />
Accounts payable 51 490 41 376<br />
Other liabilities 46 613 45 209<br />
Finance lease liabilities 295 1 539<br />
Accruals and deferred income 48 408 47 795<br />
Current income tax liabilities 8 489 7 070<br />
Provisions 35 15 240 13 082<br />
Current liabilities 176 975 18.1 169 075 18.3<br />
Financial debt 36 351 782 351 499<br />
Finance lease liabilities 82 304<br />
Provisions 35 28 621 29 528<br />
Deferred income tax liabilities 37 55 692 61 184<br />
Employee benefit obligations 38 48 158 31 643<br />
Non-current liabilities 484 335 49.5 474 158 51.4<br />
Total Liabilities 661 310 67.6 643 233 69.7<br />
Share capital 39 7 560 7 560<br />
Share premium 38 579 38 579<br />
Treasury shares 40 –6 845 –6 772<br />
Other reserves 41 –10 062 –8 378<br />
Retained earnings 287 429 248 168<br />
Shareholders‘ equity 316 661 32.4 279 157 30.3<br />
Total Liabilities and Shareholders‘ Equity 977 971 100.0 922 390 100.0
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Consolidated Cash Flow Statement<br />
in TCHF<br />
2005 2004<br />
Profit for the year 51 532 49 518<br />
Depreciation and amortisation 45 106 59 411<br />
Non-cash transactions –17 877 –18 067<br />
Changes in working capital (excluding cash and cash equivalents) –4 178 –3 724<br />
Changes in current liabilities 9 233 –56 217<br />
Net cash generated from operating activities 83 816 30 921<br />
To investment activities<br />
Issuance of financial assets –777 –632<br />
Purchases of property, plant and equipment –34 062 –22 209<br />
Purchases of intangible assets and investment property –1 973 –2 464<br />
Acquisition of subsidiaries (net of cash acquired) –31 024 –90 501<br />
From divestment activities<br />
Repayment of financial assets 90 637<br />
Proceeds from sale of property, plant and equipment,<br />
intangible assets and investment property 1 848 333<br />
Net cash used in investing activities –65 898 –114 836<br />
From financing activities<br />
Proceeds from financial debt 339 559<br />
To financing activities<br />
Repayment of warrant bond 1994–2004 –37 700<br />
Dividends paid to shareholders –12 271 –4 909<br />
Purchase of treasury shares –73 –1 090<br />
Repayment of loans –160 134<br />
Repayment of mortgages/other financing activities –14 383 –26 867<br />
Net cash used in/generated from financing activities –26 727 108 859<br />
Effects of translation differences on cash and cash equivalents –578 383<br />
Net (decrease)/increase in cash and cash equivalents –9 387 25 327<br />
Reconciliation of change in cash and cash equivalents<br />
Cash and cash equivalents as of 1/1 113 803 88 476<br />
Cash and cash equivalents as of 31/12 104 416 113 803<br />
Change in cash and cash equivalents –9 387 25 327<br />
Interest paid 15 189 18 087<br />
Interest received 968 678<br />
Income tax paid 12 364 26 434
Consolidated Statement of Changes in Equity<br />
in TCHF<br />
Share capital Share<br />
premium<br />
Retained<br />
earnings<br />
Treasury<br />
shares<br />
Other<br />
reserves<br />
70 71<br />
Balance at 31/12/2003 7 560 38 579 203 559 –5 682 244 016<br />
Profit for the year 49 518 49 518<br />
Dividend relating to 2003 –4 909 –4 909<br />
Treasury shares purchased –1 090 –1 090<br />
Cash flow hedges –7 197 –7 197<br />
Tax effect on cash flow hedges –636 –636<br />
Currency translation differences –545 –545<br />
Balance at 31/12/2004 7 560 38 579 248 168 –6 772 –8 378 279 157<br />
Profit for the year 51 532 51 532<br />
Dividend relating to 2004 –12 271 –12 271<br />
Treasury shares purchased –73 –73<br />
Cash flow hedges –4 185 –4 185<br />
Tax effect on cash flow hedges 332 332<br />
Currency translation differences 2 169 2 169<br />
Balance at 31/12/2005 7 560 38 579 287 429 –6 845 –10 062 316 661<br />
Total
A – Accounting principles<br />
1 General information — AFG Arbonia-Forster-Group (AFG) is a leading supplier of building products within Europe. The Group is<br />
divided into the four main divisions Heating Technology and Sanitary, Kitchens and Refrigeration, Steel Technology, Windows and<br />
Doors. Manufacturing plants are located in Switzerland, Germany and the Czech Republic. AFG owns major brands such as Arbonia,<br />
Kermi, Prolux, Forster, Piatti, Miele Kitchens and EgoKiefer and possesses a strong market position in its home markets in Switzerland<br />
and Germany. International activities especially in Eastern Europe, Russia and the Middle and Far East will rapidly gain importance for<br />
the Group. With its own distribution companies, agencies and partners, AFG is represented in over 80 countries worldwide.<br />
The ultimate parent company, AFG Arbonia-Forster-Holding AG is a corporation organised under Swiss law incorporated and domiciled<br />
at Romanshornerstrasse 4, CH-9320 Arbon. AFG Arbonia-Forster-Holding AG is listed on the SWX Swiss Exchange in Zurich under the<br />
valour number 1213250/ISIN CH0012132509.<br />
These consolidated financial statements have been approved for issue by the Board of Directors of AFG Arbonia-Forster-Holding AG<br />
on 27 February 2006 and require approval from the Annual General Meeting on 21 April 2006. The publication of the consolidated<br />
financial statements occurred on 21 March 2006 at the media and analyst conference.<br />
2 General principles and basis of preparation — The consolidated financial statements of AFG have been prepared in accordance<br />
with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB). As of the pre-<br />
paration date of the consolidated financial statements, all standards issued by the IASB and all interpretations issued by the Interna-<br />
tional Financial Reporting Interpretations Committee (IFRIC) were applied. This also applies to the comparative figures in respect of<br />
2004.<br />
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates and assump-<br />
tions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Areas involving<br />
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial<br />
statements, are disclosed in note 26.<br />
IFRS 1, First-time adoption of International Financial Reporting Standards, has been applied in preparing these financial statements.<br />
AFG has made use of certain exemptions available under IFRS 1, which are disclosed in note 49. Reconciliations and descriptions<br />
of the effect of the transition from Swiss GAAP FER to IFRS on the Group’s equity, net income and cash flows are explained in<br />
note 49.<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Notes to the Consolidated Financial Statements<br />
3 Reporting entity — The consolidated financial statements are based on the financial statements of the individual group companies<br />
prepared as of 31 December. Subsidiaries are fully consolidated from the date on which control is transferred to the Group (gener-<br />
ally where the interest in votes and share capital is more than 50%). They are deconsolidated from the date that control ceases.<br />
Associated companies – investments between 20% to 50% of the voting shares – are reported at the equity method.
The following changes occurred in the Group:<br />
72 73<br />
In the financial year 2005<br />
– As of 7 July 2005, Forster Management AG, CH-Arbon TG, was renamed to AFG Services AG.<br />
– As of 1 September 2005, Miele Küchenwerk, DE-Warendorf was acquired via an asset deal and integrated into AFG Raumwärmer<br />
GmbH, DE-Riesa. Immediately after the transaction, AFG Raumwärmer GmbH, DE-Riesa was renamed to Warendorfer Küchen GmbH<br />
and its registered seat was relocated to DE-Warendorf. The property was acquired by Hermann Forster Küchen und Hausgeräte<br />
GmbH, DE-Stuttgart. Immediately after the transaction, Hermann Forster Küchen und Hausgeräte GmbH was renamed to AFG<br />
Warendorfer Immobilien GmbH and its registered seat was relocated to DE-Warendorf.<br />
– As of 5 September 2005, the nominal capital of Kermi Italia S.r.l., I-Auer was reduced to EUR 15000 and its registered seat was<br />
relocated to I-Burgstall.<br />
– As of 2 December 2005, AFG Küchen International AG, CH-Arbon TG, was founded.<br />
– As of 12 December 2005, AFG Küchenstudio BeLux GmbH, L-Strassen, was founded.<br />
In the financial year 2004<br />
– As of 1 January 2004, 100% of the shares of Spedition Gächter GmbH, CH-Arbon TG, were acquired and the company became<br />
a corporation during 2004.<br />
– As of 1 February 2004, 100% of the shares of Bruno Piatti AG, CH-Dietlikon ZH, were acquired.<br />
– As of 1 May 2004, 100% of the shares of EgoKiefer AG, CH-Altstätten SG, were acquired.<br />
– As of 30 September 2004, Forster Services AG, CH-Zurich ZH, merged with Forster Küchen- & Kühltechnik AG, CH-Arbon TG.<br />
An overview of all group companies is included in note 50.<br />
4 Full consolidation — In line with the full consolidation method, 100% of all balance sheet and income statement items are<br />
included in the consolidated financial statements. Intercompany transactions, balances and unrealised gains on transactions between<br />
group companies are eliminated.<br />
5 Capital consolidation — Subsidiaries are fully consolidated from the date on which control is transferred to AFG. The purchase<br />
method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value<br />
of the assets given and liabilities incurred or assumed at the date of exchange. The excess of the cost of acquisition over the fair<br />
value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. For acquisitions prior to 1 January 2004, no<br />
goodwill was capitalised.<br />
If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in<br />
the income statement.<br />
Companies which are sold are deconsolidated from the date that control ceases. The difference between the consideration received<br />
and the net assets is recognised in the income statement as other operating income/expenses.
B – Summary of significant accounting policies<br />
6 Significant accounting policies — The principal accounting policies applied in the preparation of these consolidated financial<br />
statements are set out below, from notes 7 to 26. These policies have been consistently applied to all the years presented, unless<br />
otherwise stated. Balance sheet items are generally stated at cost as modified by the revaluation of financial instruments at fair value<br />
through profit or loss. Borrowing costs are not capitalised.<br />
7 Foreign currency translation<br />
Functional and presentation currency<br />
Items included in the financial statements of each group company are measured using the currency of the primary economic environ-<br />
ment in which the company operates (the functional currency). The consolidated financial statements are presented in Swiss Francs<br />
(CHF).<br />
Transactions and balances<br />
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the trans-<br />
actions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end<br />
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except<br />
when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.<br />
Group companies<br />
The results and financial position of all the group companies that have a functional currency different from the presentation currency<br />
are translated into the presentation currency as follows:<br />
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. Income and<br />
expenses for each income statement as well as the cash flow statements are translated at average exchange rates. All resulting<br />
exchange differences are recognised as a separate component of equity.<br />
Exchange differences arising on intercompany loans of an equity nature that essentially form part of the company’s net investment<br />
in the foreign entity are classified as equity.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign<br />
entity and are translated at the closing rate.<br />
The following foreign currency rates have been applied:<br />
Currency Unit<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Year end rate<br />
2005<br />
Average rate Year end rate<br />
2004<br />
Average rate<br />
EUR 1 1.5570 1.5485 1.5438 1.5441<br />
GBP 1 2.2702 2.2648 2.1830 2.2760<br />
USD 1 1.3156 1.2461 1.1321 1.2430<br />
CZK 100 5.3680 5.1996 5.0675 4.8398<br />
PLN 100 40.3389 38.5113 37.8475 34.0846
74 75<br />
8 Cash and cash equivalents — Cash and cash equivalents include cash on hand, deposits held at call with post and banks, other<br />
short-term highly liquid investments with original maturities not exceeding three months.<br />
9 Securities — Securities within current assets include marketable and easily disposable securities including time deposits with<br />
maturities of between four to twelve months. Securities held for trading are carried at fair value through profit or loss, based on<br />
market prices obtained from the banks. Purchases and sales are recognised on the trade date – the date on which the Group commits<br />
to purchase or sell the security.<br />
Time deposits with maturities of between four to twelve months are carried at face value. As of the balance sheet date, the Group<br />
did not hold any securities, such as bonds or similar items, with the intention of holding to maturity.<br />
10 Receivables — Accounts receivable and other current assets are recognised at net realisable value. A valuation allowance of<br />
accounts receivable is established when there is objective evidence that AFG will not be able to collect all amounts due. Other current<br />
assets include WIR-credits, which are carried at face value less an appropriate provision.<br />
11 Inventories — Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average<br />
cost method based on normal operating capacity. It excludes borrowing costs. Net realisable value is the estimated selling price in<br />
the ordinary course of business, less applicable variable selling expenses. Claimed cash discounts are treated as a reduction of cost.<br />
Items with a low turn-over rate are depreciated and obsolete items are fully written off.<br />
12 Financial assets — Financial assets are initially recognised at cost plus transaction costs. Purchases and sales are recognised on<br />
the trade date – the date on which AFG commits to purchase or sell the security. The classification depends on the purpose for which<br />
the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and reevalu-<br />
ates the designation at every reporting date.<br />
Financial assets held for trading are measured subsequently at fair value through profit or loss as financial income/expenses.<br />
Held-to-maturity financial assets are carried at amortised cost using the effective interest method.<br />
Available-for-sale financial assets are subsequently carried at fair value and changes in the fair value are recognised in equity. When<br />
securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included<br />
in the income statement as financial income/expenses.<br />
Deferred tax assets and capitalised pension surplus are measured at nominal value.<br />
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and AFG has transfer-<br />
red substantially all risk and rewards of ownership.<br />
AFG assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is<br />
impaired.
13 Property, plant and equipment — Land is stated at cost. Buildings, plant, machinery and other equipment are stated at cost<br />
less depreciation. Depreciation is calculated using the straight-line method based on estimated useful lives as stipulated under<br />
note 17.<br />
An asset’s carrying amount is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated<br />
recoverable amount (see also note 16). Impairments are separately disclosed under accumulated depreciation. Repair and mainte-<br />
nance costs are included in the asset’s carrying amount or recognised as a separate asset, only when it is probable that future<br />
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.<br />
14 Intangible assets — Intangible assets include goodwill, which represents the excess of the cost of an acquisition over the fair<br />
value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Impairment on goodwill<br />
(see note 16) is separately disclosed under accumulated impairment losses.<br />
Intangible assets with a finite useful life are amortised. They are measured at cost less accumulated amortisation.<br />
Research and development costs are expensed when incurred, if specific criteria for recognition as intangible assets are not met.<br />
15 Investment property — Investment property, principally comprising land and buildings, is held for long-term rental yields or<br />
appreciation and is predominantly not occupied by AFG. Investment property is carried at cost less accumulated depreciation and any<br />
accumulated impairment losses. Depreciation is calculated using the straight-line method.<br />
The fair value of investment property has been determined using the discounted cash flow method. Based on attainable net rental<br />
income (gross rental income minus operating costs and future refurbishment costs) the discounted cash flows have been calculated<br />
for the next 10 years with a residual value for the time thereafter. The fair value of freehold land has been determined by considering<br />
current local market conditions. The fair value of land with buildings and freehold land of newly acquired subsidiaries has been<br />
determined by external valuers. The fair value of certain other freehold land has been estimated internally.<br />
16 Impairment of assets — Assets subject to amortisation and depreciation, such as property, plant and equipment, other non-<br />
current assets and intangible assets with a definite useful life are reviewed for impairment whenever events or changes in circum-<br />
stances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life, such as goodwill, are<br />
tested annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its<br />
recoverable amount. The recoverable amount is based on discounted future cash flows of the most recent financial forecasts. The<br />
applied discount rate is a pre-tax rate using the weighted average cost of capital (WACC) method. For intangible assets with an<br />
indefinite useful life, a perpetual growth rate is implied. For the purpose of assessing impairment, assets are grouped at the lowest<br />
levels for which there are separately identifiable cash flows (cash-generating units).<br />
The impairment review of other non-current assets other than goodwill are based on value-in-use considerations. Land and buildings<br />
(investment property and other property) are generally calculated by external valuers, using the discounted cash flow method. Other<br />
non-current asset estimates are based on internal criteria.<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group
17 Estimated useful lives<br />
76 77<br />
Asset categories Useful lives<br />
(in years)<br />
Office buildings 35–50<br />
Factory buildings 25–40<br />
Investment properties – buildings 25–50<br />
Intangible assets from business acquisitions 10–20<br />
Production machinery 8–20<br />
Transport and storage equipment 8–15<br />
Vehicles 5–10<br />
Tools and moulds 5<br />
Office furniture and equipment up to 5<br />
IT hardware up to 5<br />
Intangible assets (mainly IT software) up to 4<br />
18 Provisions — Provisions are recognised only when AFG has a present legal or constructive obligation as a result of past events,<br />
the amount has been reliably estimated and it is more likely than not that an outflow of resources will be required to settle the<br />
obligation.<br />
Provisions for restructuring are only recognised when costs for such a program can be reliably estimated by virtue of a detailed formal<br />
plan and AFG has a legal or constructive obligation or has raised a valid expectation in those affected.<br />
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in<br />
provision due to passage of time is recognised as interest expense.<br />
19 Employee benefit obligations — AFG manages various pension plans within Switzerland and abroad. The plans are funded<br />
through payments to trustee-administered funds or insurance companies or are unfunded arrangements.<br />
Based on their characteristics the pension plans qualify under IAS 19 as defined benefit plans. A defined benefit plan is a pension<br />
plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more<br />
factors such as age, years of service and compensation.<br />
The liability recognised in the balance sheet to pay future retirement benefits is determined using the projected unit credit method,<br />
which is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with<br />
adjustments for unrecognised actuarial gains or losses and past service costs. The present value of the defined benefit obligation is<br />
determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds. Actuarial valua-<br />
tions are carried out on a regular basis by independent actuaries.<br />
Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10%<br />
of the value of plan asset or defined benefit obligation are charged or credited to the income statement over the employees’ expected<br />
average remaining working lives.<br />
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
20 Non-current financial debt — Financial debts are classified as non-current if AFG has an unconditional right to defer settlement<br />
of the liability for at least 12 months after the balance sheet date.<br />
Non-current financial debts are initially recognised at fair value, net of transaction costs incurred. They are subsequently stated at<br />
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income<br />
statement over the period of the financial debt, using the effective interest method.<br />
21 Leases — Leases of property, plant and equipment where AFG has substantially all the risk and rewards of ownership are classified<br />
as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased asset and the<br />
present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in finance<br />
lease liabilities. Property, plant and equipment acquired under finance leases is depreciated over the useful life of the asset.<br />
Payments made under operating leases are charged to the income statement as other operating expenses.<br />
22 Deferred income tax — Deferred income tax is provided in full, using the liability method, on temporary differences arising<br />
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income<br />
tax is determined using tax rates that have been enacted by the balance sheet date.<br />
Deferred income tax assets including unused tax loss carryforwards, are recognised to the extent that it is probable that future taxable<br />
profit will be available against which the temporary differences can be utilised.<br />
The book value of capitalised deferred income tax assets is assessed for impairment at each balance sheet date and a loss is recognised<br />
in case of insufficient future taxable profit.<br />
23 Shareholders’ equity — The share premium relates to the Company going public back in 1988.<br />
24 Revenue recognition and other income — Revenue is recognised when risks and rewards of ownership have been transferred<br />
to the buyer.<br />
25 Financial risk management — The Group has written policies in place, covering areas such as cash management and sourcing<br />
of short and long-term borrowings. The management of excess liquidity and the long-term group financing are carried out by a<br />
central treasury department in order to optimise group funds. For this reason AFG ensures a cost-efficient capital funding as well as<br />
matching cash needs with short-term settlement commitments.<br />
Foreign exchange risk — Foreign currency translation differences arise from transactions executed in foreign currencies but settled<br />
in local currencies. To manage such foreign exchange risks, entities in the Group partially use forward currency contracts as defined<br />
by specific written policies.
78 79<br />
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. The<br />
translation of foreign currencies impacts consolidated profit and shareholders’ equity. The major risk of foreign currency translation<br />
for the Group is the Euro. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily<br />
through borrowings denominated in the relevant foreign currencies.<br />
Credit risk — Credit risk is the Group’s exposure that arises if a counterparty is not willing or capable of fulfilling its commitment to<br />
settle the liability and ultimately the Group incurs a loss.<br />
The credit risk relates primarily to accounts receivable. Due to the broad customer base and the possibility of creating specific<br />
collaterals, the credit risk exposure remains confined. AFG has policies in place to minimise solvency and credit risk. Exposure on<br />
outstanding accounts receivable is regularly monitored and actions are taken when deviations from the arrangements have been<br />
identified. An appropriate allowance has been recorded in the balance sheet for the credit risk based on currently available knowledge.<br />
Interest rate risk — Interest risks arise from the fluctuation of interest rates, which could have an adverse impact on the Group’s<br />
net assets and results. Fluctuations of interest rates of interest-bearing assets and liabilities are impacting on the financial income and<br />
financial expenses. As described under market risks, interest rate fluctuations could have an impact on the fair value of certain financial<br />
assets, financial liabilities and financial instruments. The interest rate risk management of long-term borrowings is managed<br />
centrally. For long-term borrowings in other than the reporting currency, the Group enters occasionally into interest rate swaps.<br />
Liquidity risk — The liquidity is permanently monitored by the group treasury department. Based on cash flow projections, the<br />
Group anticipates developments on the net cash position and takes early steps in case of over- and underfunding respectively.<br />
Market risk — Fluctuations of the fair value of certain financial assets, financial liabilities and financial instruments could have an<br />
impact on the Group’s net assets and results. Changes in the fair value of long-term investments, which are kept by the Group for<br />
strategic reasons, do not impact, except for a permanent impairment, the book value of the investment.<br />
Derivative instruments — Derivative instruments such as forward foreign exchange contracts, interest rate swaps or a combination<br />
of both are initially recognised at cost and subsequently remeasured at their fair value. The fair value is recognised in the balance<br />
sheet in the same position as the hedged item.<br />
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and<br />
if so, the nature of the item being hedged. The Group designates certain derivatives as a highly probable forecast transaction (cash<br />
flow hedge).<br />
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well<br />
as its risk management objectives and strategy for undertaking various hedge transactions. The Group also documents its assessment,<br />
both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective<br />
in offsetting changes in fair values or cash flows of hedged items.<br />
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges along with the<br />
related changes in deferred taxes are recognised in equity. The gain or loss relating to the ineffective portion as well as all other<br />
hedges are immediately recognised in the income statement.<br />
Fair value estimation<br />
The fair market value of financial instruments traded in active markets (such as publicly traded derivatives and securities) is based on<br />
quoted market prices at the balance sheet date. The quoted market price used for financial assets is the current bid price, the<br />
appropriate quoted market price for financial liabilities is the current asking price.<br />
The nominal value less estimated allowance of accounts receivable is assumed to approximate their fair value. The nominal value of<br />
accounts payables is assumed to approximate their fair value. The fair value of financial liabilities is estimated by discounting the<br />
future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
26 Critical accounting estimates and assumptions — All estimates and judgements are continually evaluated and are based on<br />
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circum-<br />
stances. AFG makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom<br />
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the<br />
carrying amounts of assets and liabilities within the next financial year are discussed below.<br />
Estimated impairment of goodwill — The Group tests annually whether goodwill has suffered any impairment, in accordance with<br />
the accounting policy stated in note 16. The recoverable amounts of cash-generating units have been determined based on value-<br />
in-use calculations. These calculations require the use of estimates (see note 33).<br />
C – Explanation to certain positions of the consolidated financial statements<br />
27 Segment information — AFG is organised into four main business divisions plus corporate services.<br />
Heating and Sanitary Division — As the leading European manufacturer of radiators, surface heating systems and shower stalls,<br />
with plants in Germany, Switzerland and the Czech Republic, Heating and Sanitary is the largest division of AFG. Outside its domes-<br />
tic markets of Switzerland and Germany, it is represented by distribution companies in France, Great Britain, Austria, Poland and the<br />
Czech Republic. The division offers a comprehensive range of heating technology products and shower stalls under the brand names<br />
Arbonia, Kermi and Prolux.<br />
Kitchens and Refrigeration Division — The Kitchens and Refrigeration division unifies brand names such as Forster kitchens,<br />
Forster refrigerators, Miele Kitchens and Piatti under one roof. Piatti and Forster kitchens are together the leading manufacturers and<br />
suppliers of kitchens in Switzerland. Miele Kitchens is represented in approximately 50 countries worldwide. Despite operating in<br />
different market segments, the brands complement each other in terms of materials and design. Miele Kitchens and Piatti offer a<br />
broad range of materials whereas Forster is concentrating on steel kitchens.<br />
Steel Technology Division — The Steel Technology division operates in two business units: precision steel tubing and profile sys-<br />
tems (in steel and stainless steel). The precision steel tubing unit offers a broad range of products to a variety of industries for the<br />
production of heating technology, furniture, automotive parts, machines, etc. The slightly smaller profile systems unit, in terms of its<br />
gross sales volume, supplies the construction industry with a range of semi-finished products used in fire/smoke protection and se-<br />
curity applications in public, commercial and industrial buildings. Both units develop and produce all their products and services in<br />
Switzerland.<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Windows and Doors Division — The Windows and Doors division with the brand EgoKiefer is Switzerland’s leading provider of<br />
windows and doors and develops, produces and sells a full range of these products. Its products, made of materials such as wood,<br />
synthetic or aluminium are used in a variety of areas, including thermal insulation, soundproofing, security and fire protection.<br />
Corporate Services — Corporate Services consists of service and transportation companies, providing their services to group com-<br />
panies and third parties. The results and balances of Corporate Services are included in the column Others and Eliminations.
Primary reporting format – business divisions<br />
Financial year 2004<br />
Balance at 31/12/2004 resp.<br />
in TCHF<br />
Heating<br />
and<br />
Sanitary<br />
Kitchens<br />
and<br />
Refrigeration<br />
Steel<br />
Technology<br />
Windows<br />
and<br />
Doors<br />
Others<br />
and<br />
Eliminations<br />
80 81<br />
Sales with third parties 540 647 205 039 108 637 163 349 8 895 1 026 567<br />
Sales with other divisions 35 37 20 983 –21 055<br />
Net revenues 540 682 205 076 129 620 163 349 –12 160 1 026 567<br />
EBITDA 68 838 17 396 17 759 26 444 –3 078 127 359<br />
in % of net revenues 12.7 8.5 13.7 16.2 12.4<br />
EBIT 43 044 4 452 12 945 13 941 –6 434 67 948<br />
in % of net revenues 8.0 2.2 10.0 8.5 6.6<br />
Financial income 11 862<br />
Financial expenses –18 975<br />
Profit before income tax 60 835<br />
Income tax expense –11 317<br />
Profit for the year 49 518<br />
Average number of employees 2 711 635 308 849 105 4 608<br />
Division operating assets 341 203 118 328 119 061 137 237 715 829<br />
Reconciliation 206 561 206 561<br />
Consolidated assets 922 390<br />
Division operating liabilities 120 809 31 519 7 804 41 050 201 182<br />
Reconciliation 442 051 442 051<br />
Consolidated liabilities 643 233<br />
Capital expenditures<br />
Property, plant and equipment 15 183 35 412 2 479 61 710 2 684 117 468<br />
Intangible assets 287 9 695 34 64 489 2 255 76 760<br />
Total 15 470 45 107 2 513 126 199 4 939 194 228<br />
Depreciation and amortisation<br />
Property, plant and equipment 23 660 8 422 4 737 3 731 1 422 41 972<br />
Intangible assets 1 193 4 473 77 8 773 1 592 16 108<br />
Total 24 853 12 895 4 814 12 504 3 014 58 080<br />
Non-cash transactions except<br />
depreciation and amortisation 6 351 5 822 455 2 121 4 406<br />
Total
The reconciliation of consolidated assets for the financial year 2004 includes, in the column Others and Eliminations, the goodwill of<br />
CHF 33 million. In the position depreciation and amortisation of the column Others and Eliminations, an impairment charge of CHF<br />
1.5 million is included under intangible assets.<br />
Financial year 2005<br />
Balance at 31/12/2005 resp.<br />
in TCHF<br />
Heating<br />
and<br />
Sanitary<br />
Kitchens<br />
and<br />
Refrigeration<br />
Steel<br />
Technology<br />
Windows<br />
and<br />
Doors<br />
Others<br />
and<br />
Eliminations<br />
Sales with third parties 530 899 238 829 123 292 220 525 10 023 1 123 568<br />
Sales with other divisions 37 19 23 671 41 –23 768<br />
Net revenues 530 936 238 848 146 963 220 566 –13 745 1 123 568<br />
EBITDA 57 661 19 436 16 636 26 629 –2 474 117 888<br />
in % of net revenues 10.9 8.1 11.3 12.1 10.5<br />
EBIT 35 725 9 299 11 255 20 451 –3 948 72 782<br />
in % of net revenues 6.7 3.9 7.7 9.3 6.5<br />
Financial income 5 890<br />
Financial expenses –15 861<br />
Profit before income tax 62 811<br />
Income tax expense –11 279<br />
Profit for the year 51 532<br />
Average number of employees 2 619 886 315 871 112 4 803<br />
Division operating assets 328 108 171 028 127 194 147 202 773 532<br />
Reconciliation 204 439 204 439<br />
Consolidated assets 977 971<br />
Division operating liabilities 119 874 56 997 14 575 43 866 235 312<br />
Reconciliation 425 998 425 998<br />
Consolidated liabilities 661 310<br />
Capital expenditures<br />
Property, plant and equipment 14 130 31 196 9 620 8 910 2 503 66 359<br />
Intangible assets 137 12 854 193 898 623 14 705<br />
Total 14 267 44 050 9 813 9 808 3 126 81 064<br />
Depreciation and amortisation<br />
Property, plant and equipment 20 479 8 151 5 291 4 614 986 39 521<br />
Intangible assets 905 1 986 91 1 564 394 4 940<br />
Total 21 384 10 137 5 382 6 178 1 380 44 461<br />
Non-cash transactions except<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
depreciation and amortisation 3 350 5 319 3 349 1 605 1 597<br />
Total
82 83<br />
Sales are comprised of net revenues from sales and services. Net revenues comprise rental income from investment properties in the<br />
amount of CHF 1.8 million (2004: CHF 1.0 million). Related direct operating expenses were CHF 0.6 million (2004: CHF 0.7 million)<br />
and are included within EBITDA.<br />
Secondary reporting format – geographical segments<br />
Financial year 2004<br />
Balance at 31/12/2004 resp.<br />
in TCHF<br />
Switzerland Germany Other<br />
countries<br />
Net revenues by division 422 805 404 487 199 275 1 026 567<br />
Heating and Sanitary 33 870 358 291 148 486 540 647<br />
Kitchens and Refrigeration 199 986 2 389 2 664 205 039<br />
Steel Technology 23 180 38 058 47 399 108 637<br />
Windows and Doors 162 624 725 163 349<br />
Others and Eliminations 3 145 5 749 1 8 895<br />
Consolidated assets 608 965 225 681 87 744 922 390<br />
Capital expenditures<br />
Property, plant and equipment 102 673 8 543 6 252 117 468<br />
Intangible assets 76 502 138 120 76 760<br />
Total 179 175 8 681 6 372 194 228<br />
Financial year 2005<br />
Balance at 31/12/2005 resp.<br />
in TCHF<br />
Switzerland Germany Other<br />
countries<br />
Net revenues by division 505 646 396 568 221 354 1 123 568<br />
Heating and Sanitary 38 775 341 538 150 586 530 899<br />
Kitchens and Refrigeration 216 712 10 136 11 981 238 829<br />
Steel Technology 23 859 41 546 57 887 123 292<br />
Windows and Doors 219 835 690 220 525<br />
Others and Eliminations 6 465 3 348 210 10 023<br />
Consolidated assets 613 691 275 612 88 668 977 971<br />
Capital expenditures<br />
Property, plant and equipment 24 767 39 549 2 043 66 359<br />
Intangible assets 1 824 12 799 82 14 705<br />
Total 26 591 52 348 2 125 81 064<br />
Division results include inter-divisional transfers. Such transactions are entered into under normal commercial terms and conditions<br />
that would also be available to unrelated third parties. These transfers or transactions are eliminated on consolidation.<br />
Total<br />
Total
28 Cash and cash equivalents — Cash and cash equivalents are denominated in the following currencies:<br />
29 Accounts receivable<br />
30 Inventories<br />
A provision in the amount of CHF 19.9 million (2004: CHF 16.7 million) has been provided for obsolete and slow-moving items and<br />
is deducted from inventories. Inventories written down to net realisable value were CHF 0.7 million (2004: CHF 0.4 million). The<br />
write-down of CHF 0.3 million (2004: CHF 0.2 million) has been recognised as an expense of cost of material and goods. Unrealised<br />
gains between group companies are eliminated.<br />
31 Financial assets<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
in TCHF 31/12/2005 31/12/2004<br />
CHF 68 974 74 527<br />
EUR 27 560 17 656<br />
USD 1 723 14 312<br />
Other currencies 6 159 7 308<br />
Total 104 416 113 803<br />
in TCHF 31/12/2005 31/12/2004<br />
Accounts receivable 142 471 123 470<br />
Allowance for accounts receivable –9 489 –8 930<br />
Total 132 982 114 540<br />
in TCHF 31/12/2005 31/12/2004<br />
Raw material and supplies 57 277 71 440<br />
Semi-finished and finished goods 88 795 77 036<br />
Goods purchased for resale 12 625 13 262<br />
Prepayments 145 78<br />
Total 158 842 161 816<br />
in TCHF 31/12/2005 31/12/2004<br />
Investments in associates > 20% < 50% 386 265<br />
Other financial assets 60 51<br />
Loans 1 229 570<br />
Capitalised pension surplus 22 702 16 777<br />
Total 24 377 17 663
32 Property, plant and equipment<br />
in TCHF<br />
Land<br />
and<br />
buildings<br />
Plant<br />
and<br />
machinery<br />
Other<br />
equipment<br />
Prepayments<br />
and assets<br />
under<br />
construction<br />
84 85<br />
Net book value at 01/01/2004 161 420 98 630 18 832 15 638 294 520<br />
Cost<br />
Balance at 01/01/2004 307 388 444 686 80 858 15 638 848 570<br />
Foreign exchange differences –59 –79 –211 716 367<br />
Acquisition of subsidiaries 62 981 22 950 6 682 92 613<br />
Additions 2 758 13 130 5 994 2 971 24 853<br />
Disposals –1 468 –22 652 –8 898 –149 –33 167<br />
Reclassifications 5 902 10 180 –1 657 –14 852 –427<br />
Balance at 31/12/2004 377 502 468 215 82 768 4 324 932 809<br />
Foreign exchange differences 2 897 4 804 673 113 8 487<br />
Acquisition of subsidiaries 20 334 7 021 2 172 29 527<br />
Additions 5 962 7 491 5 191 18 188 36 832<br />
Disposals –495 –8 500 –5 523 –14 518<br />
Reclassifications 530 5 870 628 –7 607 –579<br />
Balance at 31/12/2005 406 730 484 901 85 909 15 018 992 558<br />
Accumulated depreciation<br />
Balance at 01/01/2004 145 968 346 056 62 026 554 050<br />
Foreign exchange differences –360 –342 –205 3 –904<br />
Depreciation 9 489 22 831 9 609 44 41 973<br />
Disposals –1 281 –22 412 –9 201 –32 894<br />
Reclassifications –215 862 –877 –230<br />
Balance at 31/12/2004 153 601 346 995 61 352 47 561 995<br />
Foreign exchange differences 748 3 295 506 3 4 552<br />
Depreciation 10 651 21 342 7 517 11 39 521<br />
Disposals –275 –8 404 –4 994 –13 673<br />
Reclassifications 1 1<br />
Balance at 31/12/2005 164 725 363 228 64 382 61 592 396<br />
Net book value at 31/12/2004 223 901 121 220 21 416 4 277 370 814<br />
Net book value at 31/12/2005 242 005 121 673 21 527 14 957 400 162<br />
<strong>Value</strong> of leased assets contained in other equipment 541<br />
Previous year 1 092<br />
Total
Future aggregate minimum lease payments — The Group has the following future minimum lease payments under non-cancel-<br />
lable leases:<br />
At 31/12/2004 in TCHF<br />
The consolidated income statement contains lease expenses of CHF 10.7 million (2004: CHF 6.3 million).<br />
As of the balance sheet dates, the Group had entered into the following capital commitments for the purchase of property, plant and<br />
equipment and intangible assets:<br />
Operating<br />
Leasing<br />
The fire insurance value of property, plant and equipment is as follows:<br />
Financial<br />
Leasing<br />
within 1 year 3 631 1 582 5 213<br />
between 2 and 5 years 8 959 347 9 306<br />
after 5 years 1 376 1 376<br />
Total 13 966 1 929 15 895<br />
Interest charge –86<br />
Present value of finance leases 1 843<br />
At 31/12/2005<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
within 1 year 4 049 344 4 393<br />
between 2 and 5 years 9 168 55 9 223<br />
after 5 years 878 878<br />
Total 14 095 399 14 494<br />
Interest charge –22<br />
Present value of finance leases 377<br />
in TCHF 31/12/2005 31/12/2004<br />
Property, plant and equipment 4 341 9 349<br />
Intangible assets 330 876<br />
Total 4 671 10 225<br />
in TCHF 31/12/2005 31/12/2004<br />
Buildings 550 710 432 227<br />
Plant and machinery 805 569 564 609<br />
Total 1 356 279 996 836<br />
Land and buildings with a carrying amount of CHF 32 million (2004: CHF 37.9 million) are pledged to secure mortgages.<br />
Total
33 Intangible assets and investment property<br />
in TCHF<br />
Other<br />
intangible<br />
assets<br />
Goodwill Investment<br />
property –<br />
land<br />
Investment<br />
property –<br />
buildings<br />
86 87<br />
Net book value at 01/01/2004 2 611 14 049 6 268 22 928<br />
Cost<br />
Balance at 01/01/2004 13 516 25 149 18 761 57 426<br />
Foreign exchange differences –13 –31 –44<br />
Acquisition of subsidiaries 39 669 16 419 79 56 167<br />
Additions 2 432 34 658 33 37 123<br />
Disposals –627 –79 –706<br />
Reclassifications 427 427<br />
Balance at 31/12/2004 55 404 34 658 41 568 18 763 150 393<br />
Foreign exchange differences 153 14 2 27 196<br />
Acquisition of subsidiaries 8 999 8 999<br />
Additions 1 961 3 745 13 5 719<br />
Disposals –302 –302<br />
Reclassifications 507 72 579<br />
Balance at 31/12/2005 66 722 38 417 41 570 18 875 165 584<br />
Accumulated amortisation/depreciation<br />
Balance at 01/01/2004 10 905 11 100 12 493 34 498<br />
Foreign exchange differences –23 –23<br />
Amortisation/depreciation 14 608 990 15 598<br />
Impairment 1 500 1 500<br />
Disposals –494 –494<br />
Reclassifications 230 230<br />
Balance at 31/12/2004 25 249 1 500 11 100 13 460 51 309<br />
Foreign exchange differences 110 1 20 131<br />
Amortisation/depreciation 4 940 645 5 585<br />
Disposals –302 –302<br />
Reclassifications –1 –1<br />
Balance at 31/12/2005 29 996 1 500 11 101 14 125 56 722<br />
Net book value at 31/12/2004 30 155 33 158 30 468 5 303 99 084<br />
Net book value at 31/12/2005 36 726 36 917 30 469 4 750 108 862<br />
Fair value of investment properties at 31/12/2004 38 766<br />
Fair value of investment properties at 31/12/2005 38 766<br />
Total
Expenses for research and development in the amount of CHF 13.8 million (2004: CHF 13.9 million) have been charged to the income<br />
statement, since they did not fulfil the capitalisation criteria.<br />
All intangible assets included in the column Other intangible assets have been purchased or acquired. No reversal of a previously<br />
recognised impairment loss has taken place.<br />
Goodwill from business combinations is allocated to the Group’s cash-generating units (CGUs) EgoKiefer, Spedition Gächter and<br />
Warendorfer Unternehmen. The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations<br />
use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the<br />
five year period are extrapolated using the estimated growth rates stated below.<br />
Key assumptions used for<br />
value-in-use calculations<br />
Budgeted gross margins were determined based on past performance and expectations for the market development. The growth<br />
rates used are consistent with the forecasts included in industry reports. The discount rates used are pre-tax and reflect specific risks<br />
relating to the relevant CGUs.<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
in %<br />
The carrying amounts of goodwill by CGU are presented below:<br />
Warendorfer<br />
Unternehmen<br />
Spedition<br />
Gächter<br />
EgoKiefer<br />
Budgeted gross margin 73.7 42.3 62.9<br />
Growth rate 1.0 1.0 1.0<br />
Discount rate 14.0 17.3 10.9<br />
in TCHF<br />
Warendorfer<br />
Unternehmen<br />
Spedition<br />
Gächter<br />
EgoKiefer<br />
At 31/12/2004 0 33 158<br />
At 31/12/2005 3 759 0 33 158
88 89<br />
34 Business combinations — The following fair value of assets and liabilities have arisen from the acquisitions as mentioned under<br />
note 3:<br />
Assets<br />
in TCHF<br />
Warendorfer<br />
Unternehmen<br />
Total<br />
2005<br />
Spedition<br />
Gächter<br />
Piatti<br />
Küchen<br />
EgoKiefer Total<br />
2004<br />
Cash and cash equivalents 112 1 105 1 232 2 449<br />
Accounts receivable 5 977 5 977 637 18 436 15 326 34 399<br />
Other current assets 513 513 48 5 485 5 475 11 008<br />
Inventories 3 914 3 914 30 10 292 30 676 40 998<br />
Deferred income tax assets 2 420 2 420<br />
Financial assets 98 98 339 2 383 9 889 12 611<br />
Property, plant and equipment 29 527 29 527 2 036 32 093 58 484 92 613<br />
Intangible assets 8 999 8 999 9 419 30 251 39 670<br />
Investment property 16 419 79 16 498<br />
Total Assets 51 448 51 448 3 202 95 632 151 412 250 246<br />
Liabilities<br />
Borrowings 264 1 753 11 527 13 544<br />
Accounts payable 2 663 2 663 1 414 37 247 27 009 65 670<br />
Other liabilities 206 1 832 2 038<br />
Accruals and deferred income 2 496 2 496 20 3 581 9 434 13 035<br />
Financial debt 1 842 29 800 27 715 59 357<br />
Provisions 3 245 3 245 3 137 2 110 5 247<br />
Deferred income tax liabilities 1 077 19 284 20 361<br />
Employee benefit obligations 15 765 15 765 1 4 867 2 585 7 453<br />
Total Liabilities 24 169 24 169 3 747 83 294 99 664 186 705<br />
Net assets acquired 27 279 27 279 –545 12 338 51 748 63 541<br />
Goodwill/negative goodwill 3 745 3 745 1 500 –4 950 33 158 29 708<br />
Computed purchase<br />
consideration paid 31 024 31 024 955 7 388 84 906 93 249<br />
Purchase consideration<br />
settled in cash<br />
were as follows:<br />
Cash outflow on acquisitions 31 024 31 024 900 7 050 85 000 92 950<br />
Net cash outflows<br />
were as follows: 2005 2004<br />
Cash outflow on acquisitions 31 024 92 950<br />
Cash and cash equivalents<br />
in subsidiaries acquired<br />
–2 449<br />
Net cash outflow on acquisitions 31 024 90 501
External independent valuers and actuaries have been engaged for the determination of the fair values of land, buildings, investment<br />
properties and the employee benefit obligations.<br />
The identified negative goodwill from the acquisition of Piatti has been directly recognised in the 2004 income statement as financial<br />
income. The acquired businesses contributed the following results to the Group from the date of acquisition:<br />
Due to significant differences in accounting policies used by the acquired businesses prior to their acquisition, it has been impractical to<br />
produce twelve-month revenues and results in conformity with IFRS.<br />
35 Provisions<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
in TCHF<br />
Warendorfer<br />
Unternehmen<br />
Spedition<br />
Gächter<br />
Piatti<br />
Küchen<br />
EgoKiefer Total<br />
Profit/(loss) contributed to the Group in 2004 –114 –7 056 9 933 2 763<br />
Profit/(loss) contributed to the Group in 2005 –707 –707<br />
in TCHF<br />
Warranty Personnel Other<br />
provisions<br />
Balance at 1/1/2004 20 569 6 819 11 874 39 262<br />
Foreign exchange differences –168 –68 –91 –327<br />
Acquisition of subsidiaries 2 743 2 504 5 247<br />
Additional provisions 12 232 5 776 1 692 19 700<br />
Used during the year –10 749 –636 –6 120 –17 505<br />
Unused amounts reversed –1 449 –139 –2 179 –3 767<br />
Balance at 31/12/2004 23 178 11 752 7 680 42 610<br />
Foreign exchange differences 155 112 32 299<br />
Acquisition of subsidiaries 117 3 105 23 3 245<br />
Additional provisions 12 815 2 987 2 216 18 018<br />
Used during the year –12 067 –1 454 –1 250 –14 771<br />
Unused amounts reversed –1 594 –410 –3 536 –5 540<br />
Balance at 31/12/2005 22 604 16 092 5 165 43 861<br />
thereof current at 31/12/2004 11 132 525 1 425 13 082<br />
thereof current at 31/12/2005 11 758 64 3 418 15 240<br />
Total
The current provision is expected to be fully utilised during 2006. The non-current provision is expected to be utilised as follows:<br />
90 91<br />
Warranty — Warranty provisions are assessed for each order individually. In case of a high volume of orders, such an individual<br />
assessment might be impractical and standard rates are applied based on past experience.<br />
Personnel — Personnel provisions comprise mainly a provision for partial retirement.<br />
Other provisions — Other provisions include a restructuring provision and provisions for highly likely additional charges imposed<br />
on indirect taxes.<br />
in TCHF<br />
36 Borrowings and non-current financial debt — On 2 December 2004, AFG Arbonia-Forster-Holding AG completed a private<br />
placement (US PP) with a group of US investors worth USD 160 million, of which 125 million were paid out in US dollars and 27.6<br />
million in Euros. The placement, which is largely hedged against interest and currency risk, is divided into various US dollar and Euro<br />
tranches with terms of between four and ten years.<br />
The non-current financial debt is comprised of the following:<br />
Warranty Personnel Other<br />
provisions<br />
between 2 and 5 years 10 844 3 434 1 725 16 003<br />
after 5 years 12 595 23 12 618<br />
in TCHF<br />
31/12/2005 31/12/2004<br />
Mortgages 6 350<br />
Bond 148 978 148 767<br />
US private placement 206 229 182 955<br />
Swap USD –3 499 8 301<br />
Swap EUR 74 5 126<br />
Total 351 782 351 499<br />
Total
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
As of the 2005 balance sheet date, mortgages have been reclassified from non-current financial debt to current borrowings since<br />
their redemption will occur in 2006. The US private placement includes covenants covering key ratios such as minimum net worth,<br />
interest coverage ratio and leverage ratio. In the event of non-compliance, the note holders may at any time at their option, declare<br />
the notes then outstanding to be immediately due and payable. AFG was in compliance with the covenants under Swiss GAAP FER<br />
for 2004. AFG complies with the covenants for 2005 on the basis of the consolidated financial statements prepared for the first time<br />
under IFRS, assuming the negotiated covenants under Swiss GAAP FER still remain valid.<br />
The maturities of the non-current financial debts are as follows:<br />
The effective interest rates at the balance sheet date were as follows:<br />
The breakdown of interest bearing liabilities by currency were as follows:<br />
31/12/2005 31/12/2004<br />
between 1 and 2 years 6 350<br />
between 2 and 5 years 167 195 12 042<br />
after 5 years 184 587 333 107<br />
Total 351 782 351 499<br />
31/12/2004<br />
Borrowings 2.8%<br />
As of the balance sheet date, AFG had CHF 134.4 million (2004: CHF 128.5 million) of undrawn credit facilities available.<br />
in TCHF<br />
CHF EUR USD<br />
Financial debt 3.5% 5.1% 5.9% 1)<br />
31/12/2005<br />
Borrowings 2.7%<br />
Financial debt 3.5% 5.1% 5.9% 1)<br />
1) Interest paid is significantly lower due to the cross currency swaps.<br />
in TCHF<br />
31/12/2005 31/12/2004<br />
CHF 155 418 168 121<br />
EUR 42 685 42 291<br />
USD 160 119 154 091<br />
Total 358 222 364 503
92 93<br />
37 Deferred income taxes — Deferred tax assets and liabilities arise due to differences between the group valuation and tax valu-<br />
ation in the following balance sheet items:<br />
Assets<br />
in TCHF<br />
Deferred tax<br />
assets<br />
31/12/2005 31/12/2004<br />
Deferred tax<br />
liabilities<br />
Deferred tax<br />
assets<br />
Deferred tax<br />
liabilities<br />
Accounts receivable 36 1 143 71 1 132<br />
Other current assets 62 32 62<br />
Inventories 895 8 307 992 9 468<br />
Non-current financial assets 344 6 521 347 6 608<br />
Property, plant and equipment 2 462 26 193 3 582 29 433<br />
Intangible assets 6 664 43 5 081<br />
Investment property 594 3 305 1 019 4 790<br />
Liabilities<br />
Current liabilities 127 211 744 808<br />
Non-current liabilities 888 563 102<br />
Current and non-current provisions 2 188 7 750 1 659 8 248<br />
Employee benefit obligations 6 010 3 735<br />
Treasury shares 461 455<br />
Deferred taxes from timing differences 14 005 60 156 13 242 65 732<br />
Offset of deferred tax assets and liabilities –4 464 –4 464 –4 548 –4 548<br />
Net deferred taxes from timing differences 9 541 55 692 8 694 61 184<br />
Deferred tax assets derived from tax loss carryforwards 6 634 7 084<br />
Valuation allowance –5 282 –7 114<br />
Total deferred taxes 10 893 55 692 8 664 61 184<br />
Deferred income tax assets are recognised as tax loss carryforwards and temporary differences to the extent that the realisation of<br />
the related tax benefit through future taxable profits is probable.
Activity in the deferred income tax account is as follows:<br />
Unrecognised tax loss carryforwards<br />
in TCHF<br />
31/12/2005 31/12/2004<br />
Tax loss carryforwards 28 680 27 213<br />
thereof recognised as deferred taxes –6 886 –392<br />
Unused tax loss carryforwards 21 794 26 821<br />
Portion expiring:<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
within 1 year 370<br />
between 2 and 5 years 15 231 21 590<br />
after 5 years 13 079 5 623<br />
Total 28 680 27 213<br />
Tax effect on unrecognised tax loss carryforwards 5 282 7 114<br />
38 Employee benefit obligations — The following amounts are included in the consolidated financial statements:<br />
in TCHF<br />
2005 2004<br />
Balance at 01/01 52 520 35 126<br />
Acquisition of subsidiaries –2 420 20 361<br />
Charged to shareholders‘ equity –332 636<br />
Credited to the income statement –4 969 –3 603<br />
Balance at 31/12 44 799 52 520<br />
in TCHF<br />
31/12/2005 31/12/2004<br />
Present value of funded obligations 297 937 289 304<br />
Fair value of plan assets 335 625 325 062<br />
Overfunding –37 688 –35 758<br />
Present value of unfunded obligations 48 648 26 789<br />
Unrecognised actuarial losses –17 029 –2 354<br />
Pension surplus not capitalised based on IAS 19.58 b 31 525 26 189<br />
Liability (net) recognised in the balance sheet 25 456 14 866<br />
thereof recorded as employee benefit obligations 48 158 31 643<br />
thereof contained in financial assets –22 702 –16 777
The amounts recognised in the income statement under personnel expenses are as follows:<br />
in TCHF<br />
94 95<br />
2005 2004<br />
Current service cost 16 863 16 534<br />
Employee contributions –8 568 –7 801<br />
Interest cost 11 592 11 056<br />
Expected net return on plan assets –14 628 –13 946<br />
Past service cost 370<br />
Actuarial gains/losses recognised during the year –4 992 838<br />
Pension surplus not capitalised 5 334 2 391<br />
Net charges for defined benefit plans 5 971 9 072<br />
The movement in the net liability recognised in the balance sheet is as follows:<br />
2005 2004<br />
Balance at 01/01 14 866 19 994<br />
Foreign exchange differences 339 624<br />
Acquisition of subsidiaries 15 765 –4 042<br />
Total expenses charged to the income statement 5 971 9 072<br />
Contributions paid by the employer –11 485 –10 782<br />
Balance at 31/12 25 456 14 866<br />
2005 2004<br />
Actual return on plan assets 17 212 8 510<br />
The principal actuarial assumptions used were as follows:<br />
Weighted average<br />
2005 2004<br />
Discount rate 3.5% 3.7%<br />
Expected return on plan assets 4.5% 4.5%<br />
Future salary increases 1.6% 1.6%<br />
Future pension increases 0.8% 0.8%<br />
Expected employment in years 9.9 9.7
39 Share capital — The capital structure is as follows:<br />
Category Voting interest Outstanding shares Par value<br />
in CHF<br />
31/12/2005 31/12/2004<br />
Share capital<br />
in CHF<br />
Outstanding shares Par value<br />
in CHF<br />
Share capital<br />
in CHF<br />
Registered shares 68.18% 2 700 000 0.84 2 268 000 2 700 000 0.84 2 268 000<br />
Bearer shares 31.82% 1 260 060 4.20 5 292 252 1 260 060 4.20 5 292 252<br />
Total 100% 3 960 060 7 560 252 3 960 060 7 560 252<br />
Dividends per share<br />
Gross dividend in CHF<br />
2005 2004<br />
proposed authorised<br />
– per bearer share 7.00 7.00<br />
– per registered share 1.40 1.40<br />
Pay-out ratio in % of the profit for the year 24.5% 25.5%<br />
Gross dividend in % of the par value<br />
– per bearer share 167% 167%<br />
– per registered share 167% 167%<br />
Major shareholders<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
31/12/2005 31/12/2004<br />
Voting interest Capital interest Voting interest Capital interest<br />
Dr. Edgar Oehler 59.0% 26.0% 58.9% 26.0%
Earnings per share<br />
Bearer shares<br />
96 97<br />
2005 2004<br />
Profit for the year (proportional in TCHF) 36 320 34 903<br />
Outstanding shares 1 260 060 1 260 060<br />
Less treasury shares (average) –24 461 –24 232<br />
Average number of shares outstanding for the calculation 1 235 599 1 235 828<br />
Undiluted earnings per share in CHF 29.40 28.24<br />
Registered shares<br />
Profit for the year (proportional in TCHF) 15 212 14 615<br />
Outstanding shares 2 700 000 2 700 000<br />
Less treasury shares (average) –112 500 –112 500<br />
Average number of shares outstanding for the calculation 2 587 500 2 587 500<br />
Undiluted earnings per share in CHF 5.88 5.65<br />
There were no dilutive effects impacting the calculation.<br />
40 Treasury shares<br />
Bearer shares<br />
Transaction \-market<br />
value<br />
Number of<br />
shares<br />
2005 2004<br />
Amount Transaction \-market<br />
value<br />
Number of<br />
shares<br />
Amount<br />
in CHF in TCHF in CHF in TCHF<br />
Balance at 01/01 132 24 232 3 197 132 24 232 3 197<br />
Purchases 1 264 275 73<br />
Balance at 31/12 133 24 507 3 270 132 24 232 3 197<br />
Registered shares<br />
Transaction \-market<br />
value<br />
Number of<br />
shares<br />
2005 2004<br />
Amount Transaction \-market<br />
value<br />
Number of<br />
shares<br />
Amount<br />
in CHF in TCHF in CHF in TCHF<br />
Balance at 01/01 32 112 500 3 575 37 67 100 2 485<br />
Purchases 1 24 45 400 1 090<br />
Balance at 31/12 32 112 500 3 575 32 112 500 3 575
41 Other reserves<br />
in TCHF<br />
Foreign<br />
exchange and<br />
hedging<br />
reserves<br />
Currency<br />
translation<br />
Balance at 01/01/2004 0 0 0<br />
Foreign exchange differences of US PP 8 395 8 395<br />
Changes in fair value of CCS –13 426 –13 426<br />
Transactions credited to income statement –2 166 –2 166<br />
Deferred taxes –636 –636<br />
Currency translation differences –545 –545<br />
Balance at 31/12/2004 –7 833 –545 –8 378<br />
Foreign exchange differences of US PP –20 375 –20 375<br />
Changes in fair value of CCS 16 852 16 852<br />
Transactions credited to income statement –662 –662<br />
Deferred taxes 332 332<br />
Currency translation differences 2 169 2 169<br />
Balance at 31/12/2005 –11 686 1 624 –10 062<br />
The interest and currency risk of the US private placement totalling USD 112 million was hedged by way of cross currency swaps<br />
(CCS). These cross currency swaps are identical with the underlying transactions in terms of amount, currencies, interest payment<br />
date and duration. They are considered to be highly effective in offsetting changes in cash flows of the underlying hedged transac-<br />
tions and consequently the Group is applying hedge accounting. The inception date of the underlying transactions and the cross<br />
currency swaps was 2 December 2004 and the maturity date will be on 30 December 2014.<br />
42 Financial results<br />
Financial income<br />
in TCHF<br />
Total<br />
2005 2004<br />
Bank interest 1 021 585<br />
Income from securities 928 121<br />
Impact of exchange rate fluctuations 3 404 6 113<br />
Other financial income 537 93<br />
Release of negative goodwill 4 950<br />
Total 5 890 11 862<br />
Financial expenses<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Bank interest 536 1 993<br />
Expenses from securities 141<br />
Interests on non-current financial debts 14 322 11 335<br />
Other financial expenses 862 5 647<br />
Total 15 861 18 975
43 Taxes<br />
98 99<br />
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate<br />
applicable to profits of the consolidated companies as follows:<br />
The Group’s applicable tax rate represents the weighted average of the statutory corporate tax rates prevailing in the tax jurisdictions<br />
in which the group companies operate.<br />
in TCHF<br />
2005 2004<br />
Income taxes current year 15 507 16 228<br />
Income taxes previous years 729 –1 746<br />
Changes in deferred income taxes –4 957 –3 165<br />
Total 11 279 11 317<br />
in TCHF<br />
2005 2004<br />
Profit before income tax 62 811 60 835<br />
Weighted average tax rate in % 27.5 29.8<br />
Expected tax charge 17 276 18 154<br />
Income tax reconciliation<br />
Effect of utilisation of previously unrecognised tax losses –15 –664<br />
Effect of non tax deductible expenses and non taxable income –1 534 –2 614<br />
Effect of income and expenses taxed at special rates –43 –1 786<br />
Effect of tax charges related to prior years 288 –1 476<br />
Effect of tax rate changes –3 253 510<br />
Change in unrecognised deferred tax assets –8 219<br />
Other items –1 432 –1 026<br />
Effective tax charge 11 279 11 317<br />
Effective tax rate in % 18.0 18.6
44 Restricted assets — Securities in the amount of CHF 4.4 million (2004: CHF 2.8 million) are under securities lending and there-<br />
fore not readily available.<br />
45 Derivative financial instruments — The Group uses derivative financial instruments to hedge forecast transactions and cash<br />
flows. These financial instruments pertain to currencies of the primary markets and the currencies, in which the liability normally<br />
would have to be settled.<br />
As of the balance sheet date, the following derivative financial instruments were outstanding:<br />
All derivative financial instruments are recognised at their fair values in the balance sheet. These fair values represent market prices<br />
of alike financial instruments as of the balance sheet date. There are no other off-balance sheet forward contracts or options out-<br />
standing.<br />
Interest rate swaps were initially concluded for minimising the exposure to changes in interest rates. Due to early repayment of the<br />
underlying transaction, these instruments were assessed to be ineffective and changes in the fair value are recognised in the income<br />
statement as financial income/expenses.<br />
in TCHF<br />
Forward foreign exchange contracts are entered into for trading purposes and to benefit from changes in market prices. No such<br />
contracts were outstanding at the previous year-end.<br />
The combined instruments of interest rates and forward foreign exchange contracts (cross currency swaps) are identical with the<br />
underlying US private placement transactions in terms of amount, currencies, interest payment date and duration. They are consid-<br />
ered to be highly effective in offsetting changes in cash flows of the underlying hedged transactions and consequently the fair value<br />
of these derivatives are recognised in equity (see note 41).<br />
Contract<br />
amount<br />
31/12/2005 31/12/2004<br />
Fair value<br />
positive negative<br />
Contract<br />
amount<br />
Fair value<br />
positive negative<br />
Interest rate swaps 45 355 –340 72 945 –1 417<br />
Forward foreign exchange contracts 1 636 16<br />
Combination of interest rate swaps and<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
forward foreign exchange contracts 135 924 3 425 135 539 –13 427<br />
Total derivative instruments 182 915 3 441 –340 208 484 –14 844
46 Related party transactions — Members of the board of directors and group management were compensated as follows:<br />
100 101<br />
The following operating transactions were carried out with related parties and the following balances were outstanding as of the<br />
balance sheet date respectively:<br />
The pricing of purchased and sold services with these parties was at arm’s length. There were no guarantees nor loans granted as of<br />
the balance sheet date. Furthermore no provisions were required in 2005 and 2004 for receivables. Piatti Küchenforum AG in Luzern<br />
with a voting interest of 40% is classified as associate. The loan granted to another associate, Immo Services & Consulting GmbH in<br />
Bern, is secured by pledged real estate and interest rates are at commercial terms. The loan can be called in by the end of 2007 at<br />
the earliest in case of non-occurrence of certain predefined events.<br />
in TCHF<br />
2005 2004<br />
Salaries and other short-term employee benefits 3 326 2 512<br />
Total 3 326 2 512<br />
Sales of<br />
services<br />
Purchases<br />
of services<br />
Sales<br />
of goods<br />
Purchases<br />
of goods<br />
Balance on<br />
receivables<br />
Balance<br />
on liabilities<br />
in TCHF 2004 at 31/12/2004<br />
Key management personnel 115 44<br />
Other related parties 630 515 27 23 23 453<br />
Associates 2 131 30<br />
Total 630 515 2 273 23 97 453<br />
Sales of<br />
services<br />
Purchases<br />
of services<br />
Sales<br />
of goods<br />
Purchases<br />
of goods<br />
Balance on<br />
receivables<br />
Balance<br />
on liabilities<br />
in TCHF 2005 at 31/12/2005<br />
Key management personnel 279 3<br />
Other related parties 697 299 10 24 64 24<br />
Associates 2 692 33 650<br />
Total 697 299 2 981 24 100 24 650<br />
Loans<br />
Loans
47 Contingencies — AFG has no contingencies.<br />
48 Events after the balance sheet date — No events occurred between the balance sheet date and the date of this report which<br />
could have a significant influence on the 2005 consolidated financial statements.<br />
49 Transition from Swiss GAAP FER to IFRS — AFG’s consolidated financial statements for the year ended 31 December 2005 will<br />
be the first annual financial statements that comply with IFRS. The transition date is 1 January 2004. The last consolidated financial<br />
statements prepared in accordance with Swiss GAAP FER have been issued for the year ended 31 December 2004.<br />
First time adoption of IFRS — In preparing these consolidated financial statements in accordance with IFRS 1, AFG has applied the<br />
following, optional exemptions and mandatory exceptions from full retrospective application of IFRS.<br />
Exemptions from full retrospective application elected by the Group — AFG has elected to apply the following optional ex-<br />
emptions from full retrospective application.<br />
a) Business combinations — IFRS 3, business combinations, was not applied retrospectively for business combinations that took<br />
place prior to the transition date.<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
b) Fair value or revaluation as deemed cost — Land, buildings and investment properties were measured at the transition date<br />
at their fair value and were stated at their deemed cost at that date.<br />
c) Employee benefits — For all pension plans, the cumulative actuarial gains and losses were recognised at the transition date.<br />
d) Cumulative translation differences — Previously accumulated cumulative translation differences resulting from the translation<br />
of foreign subsidiaries were set to zero at the transition date.<br />
e) Designation of previously recognised financial instruments — Financial assets were either designated as financial assets at<br />
fair value through profit or loss or as available-for-sale at the transition date.
102 103<br />
Exceptions to full retrospective application elected by the Group — AFG has applied the following exceptions from retrospec-<br />
tive application.<br />
a) Estimates — Under IFRS 1, estimates at the transition date should be consistent with estimates made for the same date under<br />
previous GAAP, unless there is objective evidence that those estimates were in error.<br />
b) Derecognition of financial assets and liabilities — Financial assets and liabilities derecognised before the transition date are<br />
not re-recognised under IFRS.<br />
c) Hedge accounting — AFG did not apply hedge accounting at the transition date. AFG started applying hedge accounting for the<br />
first time in December 2004 on cross currency swaps in relation with the issuance of notes of the US private placement.<br />
d) Assets classified as held for sale and discontinued operations — AFG had neither assets that met the held for sale criteria<br />
nor any discontinued operations.<br />
Simultaneously with the transition from Swiss GAAP FER to IFRS, definitions to a greater extent within the balance sheet and to a<br />
lesser extent within the income statement had to be revisited. Assets and liabilities were more stringently divided into current and<br />
non-current, investment properties were separated from land and buildings and provisions were split up based on certain criteria.<br />
These changes led to reclassifications within the balance sheet. Considering the principles of relevance and understandability, reclas-<br />
sifications above CHF 1 million (alphabetical references) and changes in valuation above CHF 0.5 million (numerical references) will<br />
be commented on.
Reconciliation of balance sheet items at 1/1/2004<br />
Assets<br />
Swiss<br />
GAAP FER<br />
Reclassifi-<br />
cation<br />
Valuation<br />
adjustments<br />
Reference in TCHF in TCHF in TCHF in TCHF<br />
Cash and cash equivalents 88 692 –216 88 476<br />
Securities a 10 922 –4 877 6 045<br />
Accounts receivable b 85 075 –3 338 216 81 953<br />
Other current assets c 22 809 –8 715 –186 13 908<br />
Deferred expenses 4 033 -81 3 3 955<br />
Current income tax receivables b/c 331 9 164 107 9 602<br />
Inventories d 1 105 120 2 778 –837 107 061<br />
Current assets 316 982 –5 285 –697 311 000<br />
Deferred income tax assets e 2 4 466 4 221 8 687<br />
Financial assets 3 527 –62 3 576 4 041<br />
Property, plant and equipment d/f 4 369 281 –23 159 –51 602 294 520<br />
Intangible assets 2 452 133 26 2 611<br />
Investment property f 20 317 20 317<br />
Non-current assets 372 260 1 695 –43 779 330 176<br />
Total Assets 689 242 –3 590 –44 476 641 176<br />
Liabilities and Shareholders‘ Equity<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Accounts payable 29 753 55 29 808<br />
Warrant bond 1994–2004 37 700 37 700<br />
Other liabilities b/g 36 654 –14 595 –15 22 044<br />
Finance lease liabilities 426 –75 351<br />
Accruals and deferred income i 52 068 –11 993 –430 39 645<br />
Current income tax liabilities g/h/i 25 645 12 25 657<br />
Provisions j 13 737 13 737<br />
Current liabilities 156 601 12 849 –508 168 942<br />
Financial debt 133 866 133 866<br />
Finance lease liabilities 948 –341 607<br />
Provisions h/i/j/k 61 978 –36 023 –430 25 525<br />
Deferred income tax liabilities e 5 48 709 4 134 –9 030 43 813<br />
Employee benefit obligations k 6 21 921 2 486 24 407<br />
Non-current liabilities 245 501 –9 968 –7 315 228 218<br />
Total Liabilities 402 102 2 881 –7 823 397 160<br />
Share capital 7 560 7 560<br />
Share premium l 42 500 –3 921 38 579<br />
Treasury shares a 7 5 683 –10 559 –806 –5 682<br />
Retained earnings l/m 8 231 397 8 009 –35 847 203 559<br />
Shareholders‘ equity 287 140 –6 471 –36 653 244 016<br />
Total Liabilities and Shareholders‘ Equity 689 242 –3 590 –44 476 641 176<br />
IFRS
Explanation to certain positions of the balance sheet reconciliation at 1/1/2004 (All amounts are in TCHF)<br />
Reclassification<br />
a — Treasury shares of CHF 4 877 are disclosed under IFRS in shareholders’ equity.<br />
b — As of the balance sheet date, prepayments owed to clients of CHF 2 128 were offset against prepayments from clients.<br />
c — CHF 8 714 were reclassified from other current assets to current income tax receivables.<br />
d — Spare parts and tools of CHF 2 278 previously classified in plant and machinery were reclassified to inventories (supplies).<br />
e — Deferred tax assets of CHF 4 466 were reclassified from deferred income tax liabilities.<br />
104 105<br />
f — Land and buildings were split up into operating and non-operating. Operating land and buildings are disclosed in property, plant<br />
and equipment, while non-operating land and buildings are disclosed in investment property. Land with a book value of CHF 14 048<br />
and buildings in the amount of CHF 6 269 were reclassified to investment property.<br />
g — CHF 13 950 were reclassified from other liabilities to current income tax liabilities.<br />
h — CHF 6 464 were reclassified from non-current provisions to current income tax liabilities.<br />
i — CHF 4 605 were reclassified from accruals and deferred income to current income tax liabilities and CHF 7 575 to current provi-<br />
sions.<br />
j — CHF 13 491 were reclassified from non-current to current provisions.<br />
k — CHF 21 921 employee benefit obligations were reclassified from non-current provisions to employee benefit obligations.<br />
l — CHF 3 921 were reclassified from share premium to retained earnings and the share premium now reflects the premium received<br />
back in 1988 when the Company went public.<br />
m — The reserve for treasury shares in the amount of CHF 5 683 was released and reclassified to retained earnings.<br />
Valuation adjustments<br />
1 — Unrealised gains on transactions between group companies of CHF 2 266 were eliminated. Changes in the valuation of inven-<br />
tory (application of weighted average cost method, IFRS compliant determination of provision for obsolete and slow-moving items)<br />
resulted in an increase of inventory by CHF 1 429.<br />
2 — The increase in deferred tax assets relates to valuation adjustments of other balance sheet items.<br />
3 — For all group companies within Switzerland, an actuarial valuation has been carried out on the pension plans in accordance with<br />
IAS 19. On those plans with an overfunding, an asset of CHF 3 493 was calculated and recorded. For those plans with an underfunding<br />
and therefore a resulting liability, reference is made to note 6.<br />
4 — In light of the transition from Swiss GAAP FER to IFRS, external valuers have determined the fair market value of operating land<br />
and buildings. Under IFRS 1, those fair market values form the basis for future depreciation charges. As of the transition date to IFRS,<br />
an adjustment of CHF –24 851 on land and CHF –26 151 on buildings was necessary. Furthermore a valuation adjustment of CHF 626<br />
for leased vehicles resulted from the application of the present value method.<br />
5 — As a result of all the valuation adjustments, particularly arising from the fair market valuation of land and buildings, deferred<br />
tax liabilities were reduced by CHF 9 030.<br />
6 — The first-time application of actuarial valuations on the Swiss pension plans led, for those plans with an underfunding, to an<br />
increase of the employee benefit obligations by CHF 2 486.<br />
7 — The reclassification of treasury shares into shareholders’ equity and the revaluation to average market value resulted in an<br />
increase of CHF 806.<br />
8 — The consideration of all valuation adjustments led to a decrease of retained earnings by CHF 35 847.
Reconciliation of balance sheet items at 31/12/2004<br />
Assets<br />
Swiss<br />
GAAP FER<br />
Reclassifi-<br />
cation<br />
Valuation<br />
adjustments<br />
Reference in TCHF in TCHF in TCHF in TCHF<br />
Cash and cash equivalents 113 736 67 113 803<br />
Securities 5 560 5 560<br />
Accounts receivable a 117 715 –3 392 217 114 540<br />
Other current assets a 34 468 –15 149 –219 19 100<br />
Deferred expenses 11 093 –845 3 10 251<br />
Current income tax receivables 709 307 1 016<br />
Inventories b 1 159 429 3 114 –727 161 816<br />
Available-for-sale financial assets 79 79<br />
Current assets 442 710 –15 819 –726 426 165<br />
Deferred income tax assets c 2 6 962 1 702 8 664<br />
Financial assets d 3 1 960 –1 094 16 797 17 663<br />
Property, plant and equipment b/e 4 444 727 –38 479 –35 434 370 814<br />
Intangible assets 5 8 536 8 21 611 30 155<br />
Goodwill f 33 158 33 158<br />
Investment property e 35 771 35 771<br />
Non-current assets 455 223 36 326 4 676 496 225<br />
Total Assets 897 933 20 507 3 950 922 390<br />
Liabilities and Shareholders‘ Equity<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
Borrowings g 8 940 4 064 13 004<br />
Accounts payable 41 396 –20 41 376<br />
Other liabilities a/h 63 353 –18 289 145 45 209<br />
Finance lease liabilities 1 556 52 –69 1 539<br />
Accruals and deferred income h/i 55 553 –7 650 –108 47 795<br />
Current income tax liabilities h 7 061 9 7 070<br />
Provisions h/i 12 952 130 13 082<br />
Current liabilities 170 798 –1 830 107 169 075<br />
Financial debt d/g/k 351 919 –420 351 499<br />
Finance lease liabilities 650 –346 304<br />
Provisions h/i/j 6 66 274 –34 465 –2 281 29 528<br />
Deferred income tax liabilities c 7 49 234 5 627 6 323 61 184<br />
Employee benefit obligations j 8 22 724 8 919 31 643<br />
Non-current liabilities 468 077 –6 534 12 615 474 158<br />
Total Liabilities 638 875 –8 364 12 722 643 233<br />
Share capital 7 560 7 560<br />
Share premium l 42 500 –3 921 38 579<br />
Treasury shares m –6 772 –6 772<br />
Other reserves k 9 –5 577 –2 801 –8 378<br />
Retained earnings f/l/m 208 998 45 141 –5 971 248 168<br />
Shareholders‘ equity 259 058 28 871 –8 772 279 157<br />
Total Liabilities and Shareholders‘ Equity 897 933 20 507 3 950 922 390<br />
IFRS
Explanation to certain positions of the balance sheet reconciliation at 31/12/2004 (All amounts are in TCHF)<br />
Reclassification<br />
106 107<br />
a — Prepayments from clients of CHF 2 039 were reclassified to other liabilities. Out of CHF 1 420 from accounts receivable, CHF 694<br />
were reclassified to other current assets and CHF 726 to other liabilities.<br />
b — Spare parts and tools of CHF 3 206 previously classified in plant and machinery were reclassified to inventories (supplies).<br />
c — Deferred tax assets of CHF 6 962 were reclassified from deferred income tax liabilities.<br />
d — Transaction costs in relation to the issuance of the US private placement amounting to CHF 1 059 were capitalised under previ-<br />
ous GAAP. Under IFRS such costs are deducted from the proceeds and the difference to the redemption value is recognised in the<br />
income statement over the period of the borrowing using the effective interest method.<br />
e — Land and buildings were split up into operating and non-operating. Operating land and buildings are disclosed in property, plant<br />
and equipment, while non-operating land and buildings are disclosed in investment property. Land with a book value of CHF 30 467<br />
and buildings in the amount of CHF 5 304 were reclassified to investment property.<br />
f — The purchase price allocation of the acquired companies in 2004 resulted in a goodwill of CHF 33 158 (net book value as at<br />
31/12/2004).<br />
g — Mortgages of CHF 4 000 which mature within one year were reclassified from non-current financial debt to current borrow-<br />
ings.<br />
h — CHF 16 087 previously disclosed in other liabilities were reclassified to current tax liabilities. Current income tax receivables of<br />
all German subsidiaries amounting to CHF 14 773 were offset against current income tax liabilities of CHF 16 087 and the net amount<br />
of CHF 1 314 disclosed under the aforementioned position. CHF 5 536 were reclassified from accruals and deferred income to current<br />
income tax liabilities, CHF 2 043 to current and CHF 700 to non-current provisions.<br />
i — CHF 10 503 were reclassified from non-current provisions to current provisions and CHF 1 183 to accruals and deferred income.<br />
j — CHF 22 788 employee benefit obligations were reclassified from non-current provisions to employee benefit obligations.<br />
k — Under IFRS the Group applies hedge accounting on certain transactions. The change in fair value of CHF 5 032 has been recog-<br />
nised in equity.<br />
l — CHF 3 921 were reclassified from share premium to retained earnings (see note l of the balance sheet reconciliation at<br />
1/1/2004).<br />
m — The reserve for treasury shares in the amount of CHF 6 772 was released and reclassified to retained earnings.<br />
Valuation adjustments<br />
1 — Unrealised gains on transactions between group companies of CHF 1 935 were eliminated. Changes in the valuation of inven-<br />
tory resulted in an increase of inventory by CHF 1 207.<br />
2 — The increase in deferred tax assets relates to valuation adjustments of other balance sheet items.<br />
3 — Actuarial valuations were carried out on the Swiss pension plans in accordance with IAS 19. On those plans with an overfunding,<br />
an asset of CHF 16 777 was calculated and recorded. CHF 11 967 of those assets resulted from the acquired companies in 2004.<br />
4 — In light of the transition from Swiss GAAP FER to IFRS, external valuers have determined the fair market value of operating land<br />
and buildings. Under IFRS 1, those fair market values form the basis for future depreciation charges. As of 31 December 2004 an<br />
adjustment after depreciation charges of CHF –24 840 on land and CHF –23 342 on buildings was necessary. The purchase price<br />
allocation for the acquired companies in 2004 resulted in an increase of land and buildings by CHF 16 657. Those fair market values<br />
were determined by external valuers. A further valuation adjustment of CHF –4 000 relates to adjustments to their fair value of<br />
machinery (CHF –3 421) and other equipment (CHF –602) carried under previous GAAP at cost.<br />
5 — During the purchase price allocation of the acquired companies, CHF 24 210 of intangible assets were identified. A reassessment<br />
of the useful life of intangible assets led to an increase of amortisation charges by CHF 2 640.<br />
6 — Some CHF 2 281 of non-current provisions did not meet the definition of a provision as stipulated under IFRS and were therefore<br />
released to the income statement.
7 — Valuation adjustments identified during the transition to IFRS resulted in additional deferred income tax liabilities of CHF 6 323.<br />
The significant increase of deferred income tax liabilities as compared to 1/1/2004 primarily can be explained by the acquired com-<br />
panies during 2004 (CHF 15 408).<br />
8 — Actuarial valuations of the Swiss pension plans revealed, for those plans with an underfunding, an employee benefit obligation<br />
of CHF 8 919.<br />
9 — Due to the application of hedge accounting, foreign exchange differences of CHF 2 166 were brought from the income state-<br />
ment to equity. Additionally, CHF 636 of deferred taxes were recognised directly in equity.<br />
Reconciliation of income statement items for 2004<br />
Swiss<br />
GAAP FER<br />
Reclassification<br />
Valuation<br />
adjustments<br />
Reference in TCHF in TCHF in TCHF in TCHF<br />
Net revenues a 1 1 021 819 3 986 762 1 026 567<br />
Other operating income a/b/c 6 312 3 047 64 9 423<br />
Capitalised own services 2 372 –3 2 369<br />
Changes in inventories of semi-finished<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
and finished goods –25 046 784 36 –24 226<br />
Net operating performance 1 005 457 7 814 862 1 014 133<br />
Cost of material and goods b –430 368 –7 055 390 –437 033<br />
Personnel expenses c/d 2 –319 666 –3 612 2 064 –321 214<br />
Other operating expenses b/c/d 3 –129 180 2 409 –1 756 –128 527<br />
EBITDA 126 243 –444 1 560 127 359<br />
Depreciation and amortisation 4 –53 084 –1 355 –4 972 –59 411<br />
EBIT 73 159 –1 799 –3 412 67 948<br />
Financial income b 5 4 826 1 791 5 245 11 862<br />
Financial expenses –18 927 –48 –18 975<br />
Other expenditure (net) –56 56<br />
Profit before income tax 59 002 1 833 60 835<br />
Income tax expense 6 –11 905 588 –11 317<br />
Profit for the year 47 097 2 421 49 518<br />
IFRS
Explanation to certain positions of the income statement reconciliation for 2004 (All amounts are in TCHF)<br />
Reclassification<br />
a — CHF 4 410 were reclassified from other operating income to net revenues.<br />
108 109<br />
b — Under previous GAAP, proceeds including such items as scrap metal were recognised as a deduction from cost of material and<br />
goods. Under IFRS they are disclosed in other operating income (CHF 5 974). Supply material in the amount of CHF 1 465 was reclas-<br />
sified to other operating expenses and income of CHF 1 857 to financial income.<br />
c — Meal and equipment vouchers paid by staff in the amount of CHF 2 026 were reclassified to other operating income, whereas<br />
under previous GAAP, they were recognised as a deduction from personnel expenses and other operating expenses.<br />
d — CHF 1 500 were reclassified from other operating expenses to personnel expenses.<br />
Valuation adjustments<br />
1 — CHF 846 of lump-sum warranty provision and allowance for accounts receivable were released.<br />
2 — CHF 2 226 of provision for employee benefit obligations as determined under IAS 19 were released.<br />
3 — Low-value assets in the amount of CHF 1 388 were not capitalised but immediately recognised in the income statement as<br />
other operating expenses.<br />
4 — The variance in depreciation and amortisation resulted from the transition of Swiss GAAP FER to IFRS, whereas the depreciation<br />
basis of depreciable assets were redefined (CHF –1 700) and additional CHF 6 725 of amortisation charges were recognised as a result<br />
of the identified intangible assets during the purchase price allocation of the newly acquired companies (see note 34).<br />
5 — The purchase price allocation identified a negative goodwill of CHF 4 950. The valuation adjustment of the US private placement<br />
and its hedging instruments impacted the income statement by CHF 2 508 and the change in accounting policies of securities by<br />
CHF –938.<br />
6 — An adjustment of deferred income taxes by CHF 588 on temporary differences resulted from the various valuation adjust-<br />
ments.<br />
Explanation to the cash flow statement 2004<br />
The cash flow statement prepared in accordance with IFRS does not highlight any significant differences with the cash flow statement<br />
prepared in accordance with Swiss GAAP FER. Only the different translation methods of cash flows denominated in foreign curren-<br />
cies, the previously mentioned reclassification and valuation adjustments led to an impact in the cash flow statement.
50 Subsidiaries<br />
Number<br />
Company<br />
G Production/Sales<br />
M Trade<br />
Heating Technology and Sanitary<br />
P Services/Finances<br />
Head Office<br />
1 Arbonia AG Arbon, CH 4.000 CHF 100% 23 G<br />
2 AFG Arbonia-Forster-Riesa GmbH Riesa, DE 0.614 EUR 100% 24 G<br />
3 Heizkörper Prolux AG Arbon, CH 1.000 CHF 100% 1 M<br />
4 Arbonia France Sàrl Walheim, F 0.600 EUR 100% 1 M<br />
5 Arbonia Austria GmbH Wien, A 0.035 EUR 100% 24 M<br />
6 Kermi GmbH Plattling, DE 15.339 EUR 100% 24 G G<br />
7 Kermi France SAS St-Ouen-l’Aumône, F 1.500 EUR 100% 6<br />
8 Kermi Sro Strìbro, CZ 195.000 CZK 100% 6 G G<br />
9 Kermi Sp.z.o.o. Wroclaw, PL 0.900 PLN 100% 6<br />
10 Kermi UK Ltd Corby, GB 0.150 GBP 100% 6<br />
11 Kermi Italia Srl Burgstall, I 0.015 EUR 100% 6<br />
Kitchens and Refrigeration<br />
12 Forster Küchen- & Kühltechnik AG Arbon, CH 2.000 CHF 100% 23 G G<br />
13 AFG Arbonia Forster Italia Srl Burgstall, I 0.052 EUR 100% 12 M<br />
14 Bruno Piatti AG Dietlikon, CH 3.000 CHF 100% 23 G<br />
15 Cucine Piatti SA Contone, CH 0.100 CHF 100% 14 M<br />
16 Warendorfer Küchen GmbH Warendorf, DE 0.102 EUR 100% 24 G<br />
17 AFG Warendorfer Immobilien GmbH Warendorf, DE 0.051 EUR 100% 24 P<br />
18 AFG Küchen International AG Arbon, CH 1.000 CHF 100% 23 P<br />
19 AFG Küchenstudio BeLux GmbH Strassen, L 0.013 EUR 100% 18 M<br />
Steel Technology<br />
20 Forster Rohr- & Profiltechnik AG Arbon, CH 4.000 CHF 100% 23 G<br />
Windows and Doors<br />
21 EgoKiefer AG Altstätten, CH 8.000 CHF 100% 23 G<br />
22 Usines Ego SA Villeneuve, CH 0.700 CHF 100% 21 P<br />
Corporate Services<br />
Consolidated Financial Statements AFG Arbonia-Forster-Group<br />
23 AFG Arbonia-Forster-Holding AG Arbon, CH 7.560 CHF P<br />
24 AFG Arbonia-Forster-Deutschland GmbH Plattling, DE 0.511 EUR 100% 23 P<br />
25 AFG Arbonia-Forster-Finance Ltd Guernsey, GB 0.000 EUR 100% 23 P<br />
26 AFG Management AG Arbon, CH 0.250 CHF 100% 23 P<br />
27 AF Beteiligungs AG Arbon, CH 0.500 CHF 100% 23 P<br />
28 AFG Services AG Arbon, CH 0.250 CHF 100% 23 P<br />
29 Asta AG Frasnacht, CH 0.120 CHF 100% 23 P<br />
30 Spedition Gächter AG Arbon, CH 0.100 CHF 100% 23 P<br />
Share Capital in million<br />
Interest in Capital<br />
Parent Company<br />
Heaters/Radiators<br />
Shower Stalls<br />
M M<br />
M M<br />
M M<br />
M M<br />
Refrigeration<br />
Kitchens<br />
Steel Technology<br />
Windows and Doors<br />
Logistic<br />
Services/Finance
To the General Meeting of<br />
AFG Arbonia-Forster-Holding AG, Arbon<br />
St. Gallen, 27 February 2006<br />
Report of the group auditors<br />
110 111<br />
As group auditors, we have audited the consolidated financial statements (income statement, balance sheet, cash flow statement,<br />
statement of changes in equity and notes, pages 68 to 110) of AFG Arbonia-Forster-Group for the year ended 31 December 2005.<br />
These consolidated financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on<br />
these consolidated financial statements based on our audit. We confirm that we meet the legal requirements concerning profes-<br />
sional qualification and independence.<br />
Our audit was conducted in accordance with Swiss Auditing Standards and International Standards on Auditing (ISA), which require<br />
that an audit be planned and performed to obtain reasonable assurance about whether the consolidated financial statements are<br />
free from material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the con-<br />
solidated financial statements. We have also assessed the accounting principles used, significant estimates made and the overall<br />
consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the consolidated financial statements give a true and fair view of the financial position, the results of operations, the<br />
changes in equity and the cash flows in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss<br />
law.<br />
We recommend that the consolidated financial statements submitted to you be approved.<br />
Ernst & Young AG<br />
Markus Oppliger Louis Siegrist<br />
Swiss Certified Accountant Swiss Certified Accountant<br />
(in charge of the audit)
Income Statement<br />
Financial Statements AFG Arbonia-Forster-Holding AG<br />
2005 2005 2004 2004<br />
in TCHF % in TCHF %<br />
Financial income 48 567 19 728<br />
Other income 3 329 2 264<br />
Total revenues 51 896 100.0 21 992 100.0<br />
Personnel expenses –2 296 –4.4 –1 067 –4.9<br />
Financial expenses –22 609 –43.6 –11 138 –50.6<br />
Taxes –397 –0.8<br />
Depreciation –50 –0.1 –1 144 –5.2<br />
Other expenses –1 647 –3.2 –2 144 –9.7<br />
Total expenses –26 999 –52.0 –15 493 –70.4<br />
Net profit for the year 24 897 48.0 6 499 29.6
Balance Sheet<br />
Assets<br />
112 113<br />
2005 2005 2004 2004<br />
in TCHF % in TCHF %<br />
Cash and cash equivalents 65 660 81 663<br />
Securities 12 132 12 199<br />
Accounts receivable from third parties 234 190<br />
Accounts receivable from group companies 56 722 539<br />
Deferred expenses 43 73<br />
Current assets 134 791 21.0 94 664 15.0<br />
Tangible fixed assets 76 126<br />
Investments 300 708 276 608<br />
Loans to group companies 206 305 257 594<br />
Other financial assets 987 1 110<br />
Non-current assets 508 076 79.0 535 438 85.0<br />
Total Assets 642 867 100.0 630 102 100.0<br />
Liabilities and Shareholders‘ Equity<br />
Liabilities to third parties 294 618<br />
Liabilities to group companies 9 003<br />
Accruals and deferred income 4 189 3 902<br />
Current liabilities 13 486 2.1 4 520 0.7<br />
Loans from group companies 11 938<br />
Provisions 66 094 66 094<br />
Bond 2004–2010 148 978 148 767<br />
Notes 195 936 193 035<br />
Non-current liabilities 411 008 63.9 419 834 66.6<br />
Total Liabilities 424 494 66.0 424 354 67.3<br />
Share capital 7 560 7 560<br />
General legal reserve 42 812 42 812<br />
Other reserves 10 000 10 000<br />
Reserve for treasury shares 6 845 6 773<br />
Retained earnings 151 156 138 603<br />
Shareholders‘ equity 218 373 34.0 205 748 32.7<br />
Total Liabilities and Shareholders‘ Equity 642 867 100.0 630 102 100.0
Financial Statements AFG Arbonia-Forster-Holding AG<br />
Notes to the Financial Statements<br />
1 Guarantees, warranty obligations and collateral in favour of third parties — The following guarantees were issued for the<br />
companies listed below:<br />
Deutsche Bank AG<br />
2 Securities Lending<br />
3 Operating leases<br />
Lease liabilities contain all amounts of future costs, including interest costs.<br />
4. Bonds/Notes — Refer to point 36 in the notes to the consolidated financial statements.<br />
2005 2004<br />
in favour of Kermi GmbH in TEUR 10 000 10 000<br />
in favour of Arbonia AG in TEUR 300 300<br />
in favour of Heizkörper Prolux AG in TEUR 100 100<br />
in favour of Spedition Gächter AG in TEUR 10<br />
Thurgauer Kantonalbank<br />
in favour of Asta AG, Spedition Gächter AG and<br />
Forster Küchen- & Kühltechnik AG in TCHF 2 945 7 100<br />
Zürcher Kantonalbank<br />
in favour of Bruno Piatti AG in TCHF 1 000<br />
HypoVereinsbank<br />
in favour of Kermi GmbH in TEUR 11 000 11 000<br />
in favour of Kermi Sro in TEUR 1 000 1 000<br />
in favour of AFG Arbonia-Forster-Deutschland GmbH in TEUR 5 000<br />
in favour of Warendorfer Küchen GmbH in TEUR 356<br />
AFG Arbonia-Forster-Finance Ltd.<br />
in favour of AFG Arbonia-Forster-Deutschland GmbH in TEUR 73 200 69 900<br />
2005 2004<br />
Securities Lending in TCHF 4 407 2 757<br />
2005 2004<br />
Operating leases in TCHF 78 213
5 Investments<br />
Company<br />
P = Production T = Trade S = Service Sh = Shipping<br />
6 Treasury shares — Refer to point 40 in the notes to the consolidated financial statements.<br />
7 Major shareholders — Refer to point 39 in the notes to the consolidated financial statements.<br />
8 Off balance sheet items<br />
Share capital<br />
114 115<br />
31/12/2005<br />
31/12/2004<br />
Interest in capital Share capital Interest in capital<br />
in T in % in T in %<br />
Arbonia AG P/T CHF 4 000 100.0 CHF 4 000 100.0<br />
AF Beteiligungs AG S CHF 500 100.0 CHF 500 100.0<br />
Asta AG Sh CHF 120 100.0 CHF 120 100.0<br />
Forster Rohr- & Profiltechnik AG P/T CHF 4 000 100.0 CHF 4 000 100.0<br />
Forster Küchen- & Kühltechnik AG P/T CHF 2 000 100.0 CHF 2 000 100.0<br />
AFG Services AG S CHF 250 100.0 CHF 250 100.0<br />
AFG Arbonia-Forster-Deutschland GmbH S EUR 511 100.0 EUR 511 100.0<br />
AFG Arbonia-Forster-Finance Ltd S EUR 0 100.0 EUR 0 100.0<br />
AFG Management AG S CHF 250 100.0 CHF 250 100.0<br />
Bruno Piatti AG P/T CHF 3 000 100.0 CHF 3 000 100.0<br />
EgoKiefer AG P/T CHF 8 000 100.0 CHF 8 000 100.0<br />
Spedition Gächter AG Sh CHF 100 100.0 CHF 100 100.0<br />
AFG Küchen International AG S CHF 1 000 100.0<br />
Combination of interest rate swaps and<br />
in TCHF<br />
Contract<br />
amount<br />
2005<br />
Fair value<br />
positive negative<br />
Contract<br />
amount<br />
2004<br />
Fair value<br />
positive negative<br />
forward foreign exchange contracts 135 924 3 425 135 539 –14 045<br />
Forward foreign exchange contracts 1 636 16<br />
Total derivative instruments 137 560 3 441 135 539 –14 045<br />
The combination of interest rate swaps and forward foreign exchange contracts transactions are used solely for hedging interest and<br />
currency risks for long-term loans. The positive fair value results from the market valuation of interest and currency risks. The positive<br />
fair value has not been recorded because the interest as well as the currency risks are hedged over the entire term of the loan.
Financial Statements AFG Arbonia-Forster-Holding AG<br />
Appropriation of Retained Earnings<br />
The Board of Directors will propose at the Annual General Meeting of the shareholders on 21 April 2006 the approval for the distribu-<br />
tion of retained earnings as follows:<br />
in TCHF<br />
2005<br />
proposed<br />
2004<br />
authorised<br />
Net profit for the year 24 897 6 499<br />
Retained earnings carried forward from previous year 126 003 133 063<br />
Plus undistributed dividends from treasury shares 1) 329 131<br />
Allocation from/to reserve for treasury shares –73 –1 090<br />
Retained earnings 151 156 138 603<br />
Distribution as follows:<br />
Distribution of a dividend 1) 12 600 12 600<br />
Retained earnings carried forward 138 556 126 003<br />
Total 151 156 138 603<br />
1) No distribution of a dividend for treasury shares at the time of payment.
To the General Meeting of<br />
AFG Arbonia-Forster-Holding AG, Arbon<br />
St. Gallen, 27 February 2006<br />
Report of the statutory auditors<br />
As statutory auditors, we have audited the accounting records and the financial statements (income statement, balance sheet and<br />
notes, pages 112 to 116) of AFG Arbonia-Forster-Holding AG for the year ended 31 December 2005.<br />
These financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on these finan-<br />
cial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and inde-<br />
pendence.<br />
Our audit was conducted in accordance with Swiss Auditing Standards, which require that an audit be planned and performed to<br />
obtain reasonable assurance about whether the financial statements are free from material misstatement. We have examined on a<br />
test basis evidence supporting the amounts and disclosures in the financial statements. We have also assessed the accounting prin-<br />
ciples used, significant estimates made and the overall financial statement presentation. We believe that our audit provides a reason-<br />
able basis for our opinion.<br />
In our opinion, the accounting records, the financial statements and the proposed appropriation of available earnings comply with<br />
Swiss law and the company‘s articles of incorporation.<br />
We recommend that the financial statements submitted to you be approved.<br />
Ernst & Young AG<br />
Markus Oppliger Louis Siegrist<br />
Swiss Certified Accountant Swiss Certified Accountant<br />
(in charge of the audit)<br />
116 117
Supplementary Information for Investors<br />
Category and number of shares<br />
2005 1) 2004 1) 2003 2) 2002 2)<br />
Bearer CHF 4.20 1 260 060 1 260 060 1 260 060 1 260 060<br />
Registered CHF 0.84 2 700 000 2 700 000 2 700 000 2 700 000<br />
Stock market prices in CHF<br />
Bearer highest 394 197 162 108<br />
Bearer lowest 175 149 54 66<br />
Bearer 31/12 347 182 154 75<br />
Gross dividends in CHF<br />
3), 4)<br />
Bearer shares 7.00 7.00 2.80 0.00<br />
Registered shares 1.40 1.40 0.56 0.00<br />
Profit for the year in CHF<br />
Per bearer share 29.40 28.24 10.99 9.61<br />
Per registered share 5.88 5.65 2.39 2.09<br />
Consolidated cash flow from operating activities in CHF<br />
Per bearer share 46.56 17.18 40.25 43.03<br />
Per registered share 9.31 3.44 8.77 9.37<br />
Consolidated shareholders‘ equity in CHF<br />
Per bearer share 175.91 155.08 155.37 146.44<br />
Per registered share 35.18 31.02 33.84 31.90<br />
Market capitalisation bearer shares in CHF million 5) 437.2 229.3 194.0 94.5<br />
Capitalisation bearer and registered shares in CHF million 6) 624.6 327.6 277.2 135.0<br />
Pay-out ratio (% of the profit for the year) 3) 24% 25% 25% 0%<br />
Price/earnings ratio per bearer in CHF<br />
Highest 13.76 7.16 14.74 11.23<br />
Lowest 6.11 5.42 4.91 6.86<br />
Price/cash flow ratio per bearer in CHF<br />
Highest 8.46 11.47 4.02 2.51<br />
Lowest 3.76 8.67 1.34 1.53<br />
1) Data from 2004 onwards = IFRS<br />
2) Data up to 2003 = Swiss GAAP FER<br />
3) 2005 proposal to the Annual General Meeting<br />
4) 2002 a repayment of par value (bearer shares CHF 2.80; registered shares CHF 0.56)<br />
was made instead of a dividend payment<br />
5) Last paid price for bearer shares in the particular year<br />
6) Registered shares, which are not quoted at the SWX, are included for calculation<br />
at a ratio of 1:5
History<br />
Development of<br />
AFG Arbonia-Forster-Holding AG<br />
1874 — F.J. Forster opens a coppersmith’s shop in Arbon TG<br />
1904 — Karl Schnitzler sets up a workshop for Arbonia heat exchangers<br />
1954 — Conversion of sole proprietorship to limited company Arbonia AG<br />
1958 — Transfer of the majority of shares to Jakob Züllig<br />
1973 — Transfer of the majority of shares of Hermann Forster AG (founded 1874<br />
as a coppersmith workshop, expansion of business to include steel tube<br />
production in 1915, conversion of sole proprietorship to limited company<br />
Hermann Forster AG in 1922, start-up of kitchen and refrigerator<br />
production in 1953)<br />
1987 — Founding of AFG Arbonia-Forster-Holding AG<br />
1988 — AFG listed on the Stock Exchange<br />
1992 — Founding of AFG Arbonia-Forster-Riesa GmbH in Riesa, Saxony<br />
1999 — Takeover of Prolux Heizkörper AG (founded 1978)<br />
1999 — Death of Jakob Züllig, President and CEO<br />
2001 — Takeover of Kermi GmbH (founded 1960, founding of Kermi s.r.o.<br />
in Strˇíbro, Czech Republic, in 1996)<br />
2003 — The Züllig heirs sell their majority share to Edgar Oehler, Ph.D.,<br />
new Chairman of the Board of Directors and CEO<br />
2004 — Takeover of Spedition Gächter AG (founded 1976)<br />
2004 — Takeover of Bruno Piatti AG (founded 1948)<br />
2004 — Takeover of EgoKiefer AG (founded 1932)<br />
2005 — Takeover of Miele Kitchens (started manufacturing kitchens in 1975)<br />
and foundation of Warendorfer Küchen GmbH and AFG Kitchen International Ltd.<br />
118 119
AFG Companies and Adresses<br />
AFG Arbonia-Forster-Holding AG<br />
Romanshornerstrasse 4<br />
P.O. Box 134<br />
CH-9320 Arbon<br />
T +41 71 447 41 41<br />
F +41 71 447 45 88<br />
holding@afg.ch<br />
AFG Arbonia-Forster-Deutschland GmbH<br />
Pankofen-Bahnhof 1<br />
DE-94447 Plattling<br />
T +49 9931 50 10<br />
F +49 9931 30 75<br />
AFG Arbonia-Forster-Riesa GmbH<br />
Heinrich-Schönberg-Strasse 3<br />
DE-01591 Riesa<br />
T +49 3525 74 60<br />
F +49 3525 74 62 57<br />
info@arbonia.de<br />
AFG Arbonia Forster Italia srl<br />
Romstrasse 85<br />
I-39014 Burgstall-Bozen<br />
T +39 473 291 591<br />
F +39 473 290 270<br />
forster.kuechen.meran@afg.ch<br />
AFG Küchen International AG<br />
Romanshornerstrasse 4<br />
CH-9320 Arbon<br />
T +41 71 447 41 41<br />
F +41 71 447 45 89<br />
AFG Küchenstudio BeLux GmbH<br />
Route d’Arlon 117<br />
B.P. 95<br />
L-8001 Strassen<br />
T +35 231 36 36<br />
F +35 231 38 90<br />
AFG Management AG<br />
Romanshornerstrasse 4<br />
P.O. Box 134<br />
CH-9320 Arbon<br />
T +41 71 447 41 41<br />
F +41 71 447 45 49<br />
AFG Services AG<br />
Zelgstrasse 3<br />
P.O. Box 550<br />
CH-9320 Arbon<br />
T +41 71 447 45 45<br />
F +41 71 447 42 95<br />
info@afg.ch<br />
AFG Warendorfer Immobilien GmbH<br />
Mielestrasse 1<br />
DE-48231 Warendorf<br />
T +49 2581 59 0<br />
F +49 2581 59 20 90<br />
info@miele-kuechen.de<br />
Arbonia AG<br />
Industriestrasse 23<br />
CH-9320 Arbon<br />
T +41 71 447 47 47<br />
F +41 71 447 48 47<br />
verkauf@arbonia.ch<br />
Arbonia Austria GmbH<br />
Lampigasse 11/1<br />
A-1020 Wien<br />
T +43 374 82 32<br />
F +43 374 82 33<br />
office@arbonia.at<br />
Arbonia France Sàrl<br />
Zone artisanale<br />
Grand Rue<br />
F-68130 Walheim<br />
T +33 389 40 02 53<br />
F +33 389 40 04 25<br />
probst.arbonia@wanadoo.fr
Asta AG<br />
Industriestrasse 12<br />
P.O. Box 650<br />
CH-9320 Arbon<br />
T +41 71 447 49 49<br />
F +41 71 447 49 50<br />
asta@afg.ch<br />
Bruno Piatti AG<br />
Riedmühlestrasse 16<br />
CH-8305 Dietlikon<br />
T +41 44 835 51 11<br />
F +41 44 833 07 41<br />
info@piatti.ch<br />
EgoKiefer AG<br />
Schöntalstrasse 2<br />
CH-9450 Altstätten<br />
T +41 71 757 33 33<br />
F +41 71 757 35 50<br />
zentrale@egokiefer.ch<br />
EgoKiefer SA<br />
Zone Industrielle A11<br />
CH-1844 Villeneuve<br />
T +41 21 967 08 00<br />
F +41 21 967 08 10<br />
villeneuve@egokiefer.ch<br />
Forster Küchen- & Kühltechnik AG<br />
Forster Küchen<br />
Egnacherstrasse 37<br />
P.O. Box 600<br />
CH-9320 Arbon<br />
T +41 71 447 41 41<br />
F +41 71 447 46 50<br />
forster.kuechen@afg.ch<br />
Forster Küchen- & Kühltechnik AG<br />
Forster Kühlen<br />
Zelgstrasse 3<br />
P.O. Box 500<br />
CH-9320 Arbon<br />
T +41 71 447 41 41<br />
F +41 71 447 42 98<br />
forster.kuehlen@afg.ch<br />
Forster Rohr- & Profiltechnik AG<br />
Forster Präzisionsstahlrohre<br />
Industriestrasse 24<br />
P.O. Box 450<br />
CH-9320 Arbon<br />
T +41 71 447 44 44<br />
F +41 71 447 43 74<br />
forster.rohre@afg.ch<br />
Forster Rohr- & Profiltechnik AG<br />
Forster Profilsysteme<br />
Romanshornerstrasse 6<br />
P.O. Box 400<br />
CH-9320 Arbon<br />
T +41 71 447 43 43<br />
F +41 71 447 44 78<br />
forster.profile@afg.ch<br />
Heizkörper Prolux AG<br />
Industriestrasse 23<br />
CH-9320 Arbon<br />
T +41 71 447 48 48<br />
F +41 71 447 48 49<br />
verkauf@prolux-ag.ch<br />
120 121
AFG Companies and Adresses<br />
Kermi GmbH<br />
Pankofen-Bahnhof 1<br />
DE-94447 Plattling<br />
T +49 9931 50 10<br />
F +49 9931 30 75<br />
info@kermi.de<br />
Kermi Sp.z.o.o.<br />
Ul. Polnocna 15–19<br />
PL-54-105 Wroclaw<br />
T +48 71 35 40 370<br />
F +48 71 35 40 463<br />
kermi@kermi.pl<br />
Kermi Sro<br />
Dukelska ul. 1427<br />
CZ-34901 Stribro<br />
T +420 374 611 111<br />
F +420 374 611 100<br />
info@kermi.cz<br />
Kermi UK Ltd.<br />
7, Brunel Road<br />
Earlstrees Industrial Estate<br />
Northamptonshire NN17 4JW<br />
GB-Corby<br />
T +44 1536 40 00 04<br />
F +44 1536 44 66 14<br />
info@kermi.co.uk<br />
Kermi China<br />
Eternalink Bldg<br />
Room 910<br />
Beisanhuandonglu 28<br />
Chaoyang District<br />
CHN-100013 Beijing<br />
T +86 10 6440 5260<br />
Spedition Gächter AG<br />
Industriestrasse 12<br />
P.O. Box 87<br />
CH-9320 Arbon<br />
T +41 71 447 49 46<br />
F +41 71 447 49 47<br />
gaechter@afg.ch<br />
Warendorfer Küchen GmbH<br />
Mielestrasse 1<br />
DE-48231 Warendorf<br />
T +49 2581 59 0<br />
F +49 2581 59 20 90<br />
info@miele-kuechen.de
Important Dates, Contact<br />
Important Dates<br />
21 March 2006<br />
Financial media/analyst conference<br />
presenting 2005 results<br />
Zurich<br />
21 April 2006<br />
Annual General Meeting<br />
Arbon<br />
August 2006<br />
Publication of 2006 semiannual report<br />
Contact<br />
Corporate Communications<br />
Dr. Stefan Holenstein<br />
T +41 71 447 45 56<br />
F +41 71 447 45 89<br />
stefan.holenstein@afg.ch<br />
Finance Controlling Reporting<br />
Felix Bodmer<br />
T +41 71 447 45 51<br />
F +41 71 447 45 88<br />
felix.bodmer@afg.ch<br />
This annual report is published in German and English;<br />
the original language is German.<br />
122 123
Concept and overall production: Absolute Consulting, Baden/Linkgroup, Zurich, www.linkgroup.ch<br />
Photographs: Gataric/Helbling, Zurich, www.gapa.ch
Division Heating Technology<br />
and Sanitary Equipment<br />
Division Kitchens and Refrigeration<br />
Division Steel Technology<br />
Division Windows and Doors<br />
Logistics
AFG Arbonia-Forster-Holding AG<br />
Romanshornerstrasse 4<br />
P.O. Box 134<br />
CH-9320 Arbon<br />
www.afg.ch<br />
Leadership. International horizons. Expansion.