11.08.2012 Views

Annual Report 2000/2001

Annual Report 2000/2001

Annual Report 2000/2001

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

30 40 50<br />

Leica Geosystems –<br />

Capture new dimensions.<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2000</strong>/<strong>2001</strong><br />

Geosystems


Under the safe harbor provisions<br />

of the U.S. Private<br />

Securities Litigation Reform<br />

Act of 1995, we caution<br />

investors that all statements<br />

other than statements of<br />

historical fact included in this<br />

document, including without<br />

limitation, those regarding<br />

our financial position, business<br />

strategy, plans and<br />

objectives of management<br />

for future operations (including<br />

development plans and<br />

objectives relatin to our existing<br />

and future products), are<br />

forward-looking statements.<br />

Such forward-looking statements<br />

involve known and<br />

unknown risks, uncertainties<br />

and other factors, which may<br />

cause our actual results, performance<br />

or achievements,<br />

or industry results, to be<br />

materially different from any<br />

future results, performance<br />

or achievements expressed<br />

or implied by such forwardlooking<br />

statements. Such forward-looking<br />

statements are<br />

based on numerous assumptions<br />

regarding our present<br />

and future business strategies<br />

and the environment in<br />

which we expect to operate<br />

in the future. Important factors<br />

that could cause our<br />

actual results, performance<br />

or achievements to differ<br />

materially from those in the<br />

forward-looking statements<br />

include, among other factors:<br />

(i) our ability to develop and<br />

introduce new products and<br />

technologies that gain market<br />

acceptance on a timely basis;<br />

(ii) our ability to respond to<br />

competitive challenges, such<br />

as the introduction of innovative<br />

products or technologies<br />

by our competitors; (iii) our<br />

ability to identify and realize<br />

growth opportunities; and<br />

(iv) overall levels of investment<br />

in infrastructure and<br />

capital spending in our markets.<br />

Additionally, any forward-looking<br />

statements<br />

speak only as of the date of<br />

this document. We expressly<br />

disclaim any obligation or<br />

undertaking to release publicly<br />

any update of or revisions<br />

to any forward-looking<br />

statement contained herein<br />

to reflect any change in our<br />

expectations with regard<br />

hereto or any change in<br />

events, conditions or circumstances<br />

on which any such<br />

statement is based.<br />

Financial Statements<br />

Contents<br />

44 Consolidated Balance Sheets<br />

45 Consolidated Statements of Income<br />

46 Consolidated Statements of Cash Flows<br />

47 Consolidated Statements<br />

of Shareholders’ Equity<br />

48 Notes to the Consolidated<br />

Financial Statements<br />

81 <strong>Report</strong> of the Group Auditors<br />

Leica Geosystems Holdings AG<br />

82 Balance Sheets<br />

83 Statements of Income<br />

84 Notes to the Financial Statements<br />

86 <strong>Report</strong> of the Statutory Auditors<br />

Other Accounting Information<br />

87 Normalization


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 44<br />

CONSOLIDATED BALANCE SHEETS<br />

as of March 31, 1999, <strong>2000</strong>, and <strong>2001</strong> (in thousands unless otherwise specified)<br />

Note 1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

ASSETS<br />

Current assets<br />

Cash and cash equivalents 2'320 3'147 3'152<br />

Trade accounts receivable (4) 110'287 117'542 144'155<br />

Inventories (5) 104'926 105'655 140'762<br />

Prepayments and accrued income 5'404 4'764 8'374<br />

Other current assets 4'776 7'699 10'505<br />

Total current assets<br />

Non-current assets<br />

227'713 238'807 306'948<br />

Property, plant and equipment (6) 131'669 127'750 127'911<br />

Goodwill (7) 138'733 131'618 241'209<br />

Other intangible assets (8) 25'100 34'139 57'036<br />

Investments in associates (9) 2'413 3'874 10'458<br />

Deferred taxes (20) 8'254 12'260 13'933<br />

Other non-current assets 2'535 2'790 1'467<br />

Total non-current assets 308'704 312'431 452'014<br />

TOTAL ASSETS 536'417 551'238 758'962<br />

LIABILITIES AND SHAREHOLDERS' EQUITY<br />

Current liabilities<br />

Bank overdrafts 2'751 177 315<br />

Loans and borrowings (12) 143'124 1'826 1'198<br />

Trade accounts payable (10) 44'999 50'303 63'980<br />

Advance payments 10'014 8'632 7'072<br />

Accrued compensation 28'928 34'910 39'418<br />

Other accrued liabilities 19'066 12'439 18'221<br />

Provisions (14) 4'775 7'238 7'898<br />

Corporate tax, current 3'558 8'708 4'529<br />

Other current liabilities (11) 8'549 15'246 13'471<br />

Total current liabilities 265'764 139'479 156'102<br />

Non-current liabilities<br />

Loans and borrowings<br />

Revolving Credit Facility (12) 53'404 36'497 91'695<br />

9 7/8% Notes (12) - 153'531 96'123<br />

Vendor Note (12) 30'675 34'660 -<br />

Advance payments 9'803 3'634 -<br />

Pension obligations (22) 26'567 22'975 17'846<br />

Deferred taxes (20) 29'606 30'627 25'937<br />

Other non-current liabilities 1'388 66 7'585<br />

Total non-current liabilities 151'443 281'990 239'186<br />

Total liabilities 417'207 421'469 395'288<br />

Commitments and contingencies (15) - - -<br />

Shareholders' equity<br />

Share capital (17) 75'000 75'000 108'108<br />

Share premium 75'000 - 209'317<br />

Reserves - 74'099 74'099<br />

Accumulated deficit (35'151) (31'774) (43'267)<br />

Cumulative foreign currency translation adjustment 4'361 12'444 15'417<br />

Total shareholders' equity 119'210 129'769 363'674<br />

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 536'417 551'238 758'962<br />

ACCORDING TO INTERNATIONAL ACCOUNTING STANDARDS (IAS)<br />

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Financial Statements<br />

Leica Geosystems | 45<br />

CONSOLIDATED STATEMENTS OF INCOME<br />

For the periods from April 1, 1998, through October 2, 1998, and October 3, 1998 through March 31, 1999,<br />

and for the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong><br />

(in thousands, except share data)<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

Note 1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Sales (18) 227'151 243'052 539'732 642'425<br />

Cost of sales (122'100) (171'696) (278'407) (327'828)<br />

Gross profit 105'051 71'356 261'325 314'597<br />

Research and development costs (14'780) (14'966) (36'021) (38'400)<br />

Selling and marketing costs (51'311) (55'584) (135'993) (152'412)<br />

General and administrative costs (18'949) (19'670) (45'591) (58'555)<br />

Other operating income/(expense) net (2'476) (2'678) (6'806) (9'144)<br />

Gain/(loss) on disposal of property,<br />

plant and equipment net 175 182 (279) 481<br />

Operating profit/(loss) 17'710 (21'360) 36'635 56'567<br />

Net income/(loss) from associated companies (9) 2'685 554 3'070 (999)<br />

Finance costs (19) (2'726) (25'793) (30'057) (67'112)<br />

Income/(loss) before tax 17'669 (46'599) 9'648 (11'544)<br />

Income tax benefit/(expense) (20) (5'251) 11'448 (7'172) 3'555<br />

Net income/(loss) 12'418 (35'151) 2'476 (7'989)<br />

Basic earnings per share (in Swiss francs) (25) (23.43) 1.65 (4.23)<br />

Diluted earnings per share (in Swiss francs) (25) (23.43) 1.58 (4.23)<br />

ACCORDING TO INTERNATIONAL ACCOUNTING STANDARDS (IAS)<br />

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 46<br />

CONSOLIDATED STATEMENTS OF CASH FLOWS<br />

For the periods from April 1, 1998, through October 2, 1998, and October 3, 1998 through March 31, 1999,<br />

and for the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong><br />

(in thousands unless otherwise specified)<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

Note 1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Cash Flows from Operating Activities:<br />

Operating profit/(loss) 17'710 (21'360) 36'635 56'567<br />

Net interest expense paid (2'835) (9'155) (17'712) (19'546)<br />

Taxes paid (1'618) (3'646) (4'367) (5'508)<br />

Depreciation and amortization 9'331 14'499 33'952 41'945<br />

Other non-cash items (175) (182) 279 (947)<br />

Changes in assets and liabilities:<br />

Trade accounts receivable 20'106 (23'502) (2'542) (15'864)<br />

Inventories (1'807) 42'725 3'191 (15'467)<br />

Prepayments and accrued income (634) (1'153) 837 (3'237)<br />

Other assets 16 3'969 (766) (2'877)<br />

Trade accounts payable (16'202) 15'924 3'778 1'621<br />

Advance payments (6'950) (3'212) (7'564) (5'185)<br />

Accruals and deferred income 1'902 6'785 5'713 1'757<br />

Pension obligations (482) (218) (3'807) (5'086)<br />

Other liabilities (3'900) (1'708) 4'823 241<br />

Cash provided by operating activities 14'462 19'766 52'450 28'414<br />

Cash Flows from Investing Activities:<br />

Purchase of property, plant and equipment (6) (6'906) (11'918) (16'078) (21'890)<br />

Cash expended on intangible assets (8) (12'186) (10'970) (14'818) (18'751)<br />

Dividends from associated companies (9) 2'544 571 1'634 23<br />

Cash expended on acquisition (16) - (314'000) (1'756) (65'432)<br />

Other 888 2'324 573 7'641<br />

Cash used in investing activities (15'660) (333'993) (30'445) (98'409)<br />

Cash Flows from Financing Activities:<br />

Loans and borrowings 1'057 185'374 (20'377) 29'833<br />

Debt issuance, equity transaction and IPO costs - (27'900) (11'199) (27'557)<br />

Issue / (Redemption) of 9 7/8% Notes - - 157'585 (59'536)<br />

Repayment of Senior Subordinated Loan Facility - - (147'022) -<br />

Repayment of Vendor note - - - (70'421)<br />

Proceeds from issue of share capital - 150'000 - 197'674<br />

Other 5'330 - - -<br />

Cash provided by/(used in) financing activities 6'387 307'474 (21'013) 69'993<br />

Effect of exchange rate changes on cash and cash equivalents (2'394) 2'846 (165) 7<br />

Net increase/(decrease) in cash and cash equivalents 2'795 (3'907) 827 5<br />

Cash and cash equivalents at beginning of specified period 3'432 6'227 2'320 3'147<br />

Cash and cash equivalents at end of specified period 6'227 2'320 3'147 3'152<br />

ACCORDING TO INTERNATIONAL ACCOUNTING STANDARDS (IAS)<br />

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY<br />

For the periods from April 1, 1998, through October 2, 1998, and October 3, 1998<br />

through March 31, 1999, and for the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong><br />

Financial Statements<br />

Leica Geosystems | 47<br />

Leica Number Cumulative<br />

Beheer of regist. currency<br />

BV net shares Share Share Accumul translation<br />

investment issued Capital Premium Reserves deficit adjustment Total<br />

CHF Units CHF CHF CHF CHF CHF CHF<br />

Balance at March 31, 1998<br />

(Predecessor) 107'409 - - - - - - 107'409<br />

Net Income 12'418 - - - - - - 12'418<br />

Currency translation adjustment (4'885) - - - - - - (4'885)<br />

Intercompany transactions:<br />

Funds provided by related parties 25'657 - - - - - - 25'657<br />

Distributions to related parties (18'998) - - - - - - (18'998)<br />

Dividends to minority shareholders (30) - - - - - - (30)<br />

Balance at October 2, 1998<br />

(Predecessor) 121'571 - - - - - - 121'571<br />

Issuance of common stock - 7'500'000 75'000 75'000 - - - 150'000<br />

Net loss - - - - - (35'151) - (35'151)<br />

Currency translation adjustment - - - - - - 4'361 4'361<br />

Balance at March 31, 1999<br />

(Successor) - 7'500'000 75'000 75'000 - (35'151) 4'361 119'210<br />

Net income - - - - - 2'476 - 2'476<br />

Currency translation adjustment - - - - - - 8'083 8'083<br />

Reclassifications - - - (75'000) 74'099 901 - -<br />

Balance at March 31, <strong>2000</strong><br />

(Successor) - 7'500'000 75'000 - 74'099 (31'774) 12'444 129'769<br />

Reverse share split 1'500'000<br />

Issuance of common stock - 662'457 33'122 220'594 - - - 253'716<br />

Equity transaction exp, net of tax - - - (11'185) - - - (11'185)<br />

Treasury shares movement - (282) (14) (92) - - - (106)<br />

Capital transaction with owners - - - - - (3'504) - (3'504)<br />

Net loss - - - - - (7'989) - (7'989)<br />

Currency translation adjustment - - - - - - 2'973 2'973<br />

Balance at March 31, <strong>2001</strong><br />

(Successor) - 2'162'175 108'108 209'317 74'099 (43'267) 15'417 363'674<br />

ACCORDING TO INTERNATIONAL ACCOUNTING STANDARDS (IAS)<br />

THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 48<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

1. BUSINESS DESCRIPTION<br />

Leica Geosystems Holdings AG (”Leica Geosystems” or the ”Company”) and its consolidated<br />

subsidiaries (together the “Group”) are primarily engaged in the development, manufacture and<br />

distribution of surveying, positioning and guidance systems, construction laser technology-based<br />

products, handheld laser measuring systems, industrial measurement systems, laser scanning<br />

systems and other special products. The Company maintains its primary manufacturing facilities in<br />

Switzerland, Singapore and the United States with distribution and sales throughout the world.<br />

Prior to October 2, 1998, the Company’s business was conducted by the Geosystems division of<br />

Lancet Investment B.V., (the ”Leica Group”) formerly Leica Holdings B.V.<br />

On October 2, 1998, Leica Geosystems Holdings AG, a company owned by Investcorp S.A. ("Investcorp"),<br />

its clients and management purchased the various companies that conducted their business<br />

from Leica Beheer B.V. (the "Vendor"). The purchase of the shares of the Leica Geosystems Group<br />

(the “Acquisition”) was recorded under the purchase accounting method.<br />

As a result, the Group incurred substantial indebtedness under the revolving credit facility (the<br />

"Revolving Credit Facility"), the 9 7/8% Notes due 2008 and a promissory note given to the Vendor<br />

(the "Vendor Note").<br />

On July 12, <strong>2000</strong>, the Company completed its initial public offering (IPO) and the shares (listed as<br />

LGSN) began trading publicly on the SWX Swiss Exchange.<br />

Following the initial public offering in July <strong>2000</strong>, the Group redeemed a portion of the 9 7/8% Notes<br />

outstanding and paid off the Vendor Note in full, reducing the indebtedness.<br />

The subsidiaries of Leica Geosystems are shown in Note 28.<br />

2. BASIS OF PRESENTATION<br />

Due to the purchase of the Leica Geosystems Group at the direction of Investcorp and management,<br />

the Company’s consolidated financial statements for periods prior to or on October 2, 1998, are not<br />

comparable to the consolidated financial statements presented subsequent to October 2, 1998. A<br />

'black line presentation' has been used on the accompanying consolidated financial statements to<br />

distinguish between the predecessor and successor periods. The predecessor period represents the<br />

period prior to the Acquisition and the successor periods represent the periods subsequent to the<br />

Acquisition.<br />

The financial statements for the predecessor period have been prepared as if the Company had<br />

existed as an independent entity. The financial statements include allocations of certain expenses<br />

relating to Leica Geosystems and formerly the Leica Group’s business that have been allocated to the<br />

Company and its predecessor from the respective parent. Management believes these allocations<br />

are reasonable. The predecessor financial information included herein may not necessarily reflect the<br />

consolidated financial position, results of operations, and cash flows of the Group as if the Group had<br />

been a separate entity during the predecessor period presented.<br />

The term ”CHF” in these consolidated financial statements refers to Swiss francs. Amounts are<br />

expressed in thousands unless otherwise stated.<br />

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />

The consolidated financial statements are prepared in accordance with and comply with International<br />

Accounting Standards (IAS). The consolidated financial statements are prepared under the historic<br />

cost convention. The Company has adopted all of the standards of IAS which are mandatory as of<br />

March 31, <strong>2001</strong>.<br />

The preparation of financial statements in accordance with IAS requires management to make<br />

estimates and assumptions that affect the amounts reported in the financial statements and related<br />

notes. Actual results may differ from those estimates.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Principles of Consolidation<br />

The consolidated financial statements include Leica Geosystems Holdings AG, a corporation<br />

registered in Switzerland, and its majority-owned subsidiaries held either directly or indirectly.<br />

All subsidiary undertakings over which the Company has the power to exercise control have been<br />

consolidated. Subsidiaries are consolidated from the date on which effective control is transferred<br />

to the Company and are no longer consolidated from the date of disposal. All significant intercompany<br />

transactions and balances are eliminated. Any intercompany profits or losses included in a<br />

subsidiary company’s income statement, which were not realized at the balance sheet date, are<br />

eliminated. The Company’s investments in companies in which it has the ability to exercise significant<br />

influence over operating and financial policies, normally those of which the Company owns between<br />

20% and 50%, are accounted for using the equity method. Investments in other companies are<br />

carried at cost less provision for permanent impairment.<br />

Foreign Currency Translation and Transactions<br />

The reporting currency for the Company’s financial statements is the Swiss franc (CHF). The functional<br />

currencies for the Company’s operations are the local currencies of each of its subsidiary companies.<br />

On consolidation, assets and liabilities of non-Swiss companies are translated into CHF at the<br />

year-end exchange rates. The statements of income are translated at the average rates of exchange<br />

for the period. Exchange differences arising on consolidation are shown under “Cumulative foreign<br />

currency translation adjustment”, which is a separate component of Shareholders’ Equity. Foreign<br />

exchange differences arising from the re-translation of borrowings denominated in foreign currencies<br />

are reported in the Income Statement under “Finance costs”.<br />

Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the<br />

transaction. Gains and losses resulting from the settlement of foreign currency transactions and from<br />

the translation of monetary assets and liabilities which are denominated in foreign currencies are<br />

recognized in the Income Statement within the operating section (except those arising on foreign<br />

currency borrowings, referred to above, which are reported under the “Finance costs” section).<br />

Foreign currency balances are translated at period-end exchange rates, unless they are hedged by<br />

specific forward exchange contracts, in which case the rates established in those forward contracts<br />

are used. Exchange gains and losses relating to hedge transactions are recognized in the Income<br />

Statement in the same period as the exchange differences on the items covered by the hedge transactions.<br />

If option contracts are taken out, the option costs are amortized over the life of those contracts.<br />

Exchange gains and losses and hedging costs arising under hedges of anticipated future<br />

revenue or expense transactions are deferred until the date of such transactions, at which time they<br />

are included in the determination of such revenue and expenses.<br />

Financial Instruments<br />

As a result of conducting business in various foreign currencies, the Company is subject to transaction<br />

exposures that arise from foreign exchange movements between the date that the foreign currency<br />

transaction is recorded and the date it is consummated.<br />

As stated in the previous section, the Company has historically entered into forward foreign<br />

exchange contracts that are intended to fix the exchange rate on certain anticipated revenues and<br />

expenses. Such contracts have maturity periods of up to one year. The contracts are taken out in<br />

order to limit the Company’s exposure. These foreign exchange contracts are recorded using hedge<br />

accounting. The gains or losses arising thereon are accounted for at the time that the hedged<br />

transactions are consummated and not at the date of inception of the contracts. The unrealized gain<br />

or loss arising is disclosed in the notes to the financial statements.<br />

Interest rate swaps have been entered into in the past in order to protect the Group from adverse<br />

movements in interest rates. Any differential to be paid or received on an interest rate swap is recognized<br />

as a component of finance costs normally over the period of the swap agreement. Gains and<br />

losses on the termination of such contracts are taken to the Income Statement.<br />

Cash and Cash Equivalents<br />

Cash and cash equivalents include cash and interest-bearing deposits with an original maturity of<br />

three months or less.<br />

Financial Statements<br />

Leica Geosystems | 49


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 50<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Trade Accounts Receivable<br />

Trade accounts receivable are presented net of appropriate provisions for doubtful accounts.<br />

Bad debts are written off in the year in which they are identified.<br />

Inventories<br />

Inventories are valued at the lower of cost or net realizable value based upon the average cost<br />

method. In the case of finished goods, work in progress and sub-assemblies, costs include an<br />

appropriate portion of manufacturing overhead, but exclude any interest expense. Sub-assemblies<br />

are included in the line “Raw materials and sub-assemblies” in Note 5 to the accounts. Net realizable<br />

value is the estimate of the selling price in the ordinary course of business, less the costs of completion<br />

and selling expenses.<br />

Property, Plant and Equipment<br />

Property, plant and equipment are stated at historical cost less accumulated depreciation. Depreciation<br />

expense is calculated using the straight-line method based on the following estimated useful<br />

lives:<br />

Land Not depreciated<br />

Buildings 50 years<br />

Machinery and equipment 4-15 years<br />

Computer and software 2-5 years<br />

Furniture and fixtures 5-10 years<br />

Motor vehicles and trucks 3-10 years<br />

Special tools and jigs 3 years<br />

Other 3-10 years<br />

The carrying values of assets with longer lives are reviewed whenever events or changes in<br />

circumstances indicate that they may not be recoverable. If such an event occurs, the Company<br />

prepares an analysis to determine whether an impairment exists.<br />

Repairs and maintenance costs are expensed as incurred. Interest expense is not capitalized, but<br />

expensed in the period to which it relates.<br />

Gains and losses on the sale of property, plant and equipment are recorded at the difference between<br />

their carrying value and the proceeds of sale.<br />

Accounting for Leases<br />

Leases of assets under which all the risks and benefits of ownership are effectively retained by the<br />

lessor are classified as operating leases. Payments made under operating leases are charged to the<br />

Income Statement on a straight-line basis as incurred over the period of the lease. When an operating<br />

lease is terminated before the lease period has expired, any payment required to be made to the lessor<br />

by way of penalty is recognized as an expense in the period in which the termination took place.<br />

Intangible Assets<br />

Intangible assets include goodwill and capitalized product and SAP R/3 development costs. Intangible<br />

assets are amortized over their estimated useful life. Internally generated costs related to dealer network,<br />

customer lists, trademarks and trade names are expensed as incurred and, if acquired in a<br />

business combination, form part of the amount attributed to goodwill at the date of the acquisition.<br />

All intangible assets are subject to adjustment in the event of impairment.<br />

Research and Development Costs<br />

Research costs are expensed in the Income Statement. Development costs of hardware and software<br />

products are capitalized in accordance with the criteria established under IAS 38, from the point at<br />

which their technical feasibility, profitability and payback are established up to the date of product<br />

release to the market. Capitalized development costs are amortized on a straight-line basis over the<br />

lifetime of the products concerned, which generally is three years but in no case more than five years<br />

from the product release date. Cost of materials, services, salaries, and overheads that can be allocated<br />

on a reasonable and consistent basis are capitalized. Marketing costs are excluded from capitalization.<br />

Costs which have been expensed in prior periods are not capitalized in later periods.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Amortization of product development costs is included in the “Research and development costs” in<br />

the Income Statement.<br />

Goodwill<br />

Goodwill represents the excess of the price paid for an acquisition over the fair value of the net<br />

assets acquired. Goodwill is amortized on a straight-line basis over its estimated useful life, not<br />

above 20 years. Amortization charge is included in “Other operating expense”. The value of goodwill is<br />

reviewed annually and adjusted whenever permanent impairment is determined.<br />

Provisions<br />

Provisions are recognized when the Group has a present legal or constructive obligation as a result of<br />

past events and it is<br />

probable that an outflow of resources will occur and the amount can be reasonably estimated.<br />

Future warranty costs are accrued, based on historical experience, when goods are supplied or services<br />

rendered. Actual warranty costs incurred are charged against the accrual when paid.<br />

Any costs relating to the restructuring of the Group are charged to the Income Statement in the year<br />

in which they are incurred. Employee termination liabilities are only recognized if there is an agreement<br />

in place specifying the terms.<br />

Pension and Other Retirement Benefit Obligations<br />

Leica Geosystems provides retirement benefits to its employees in line with local customs and requirements.<br />

Contributions are, where appropriate, based on periodic actuarial calculations and are charged<br />

against the Income Statement over the periods benefiting from the employees' service. Pension<br />

schemes are generally funded through payments to insurance companies or other independently<br />

administered funds. In respect of defined benefit plans, according to the definition of IAS 19 (revised),<br />

pension costs are calculated using the projected unit credit method. Under this method the costs of<br />

providing pensions is charged to the Income Statement in order to spread the regular costs over the<br />

service lives of employees in accordance with the advice of qualified actuaries. The pension obligation<br />

is the actuarially computed present value of the estimated future net cash outflow using interest<br />

rate assumptions in line with long term government securities. All actuarial gains and losses exceeding<br />

the 10% corridor are spread forward over the average remaining service lives of employees. The<br />

Group’s contributions to the defined contribution plans are charged to the Income Statement in the<br />

year to which they relate.<br />

In the case of on-going early retirement plans, actuarial calculations are performed to determine the<br />

necessary provision based on reasonable assumptions regarding the percentage of staff who are<br />

expected to take advantage of the plan. The provision results in the cost of the early retirement plan<br />

being recognized over the service periods of the related employees. Prior service costs arising on<br />

inception of the plans are amortized over the remaining service period of the related employees.<br />

Equity compensation benefits<br />

Share options are granted to directors and to employees. If the options are granted at the market<br />

price of the shares on the date of the grant and are exercisable at that price, no compensation cost is<br />

recognised. If the options are granted at a discount on the market price, a compensation cost is<br />

recognised in the Income Statement based on that discount. When the options are exercised, the<br />

proceeds received net of any transaction costs are credited to share capital (nominal value) and share<br />

premium.<br />

Taxation<br />

Deferred tax assets and liabilities are recognized for the future tax consequences of differences<br />

between the financial statement carrying amounts of existing assets and liabilities and their<br />

respective tax bases, and for operating loss and tax credit carry forwards. Deferred tax assets and<br />

liabilities are measured using enacted tax rates in the respective jurisdictions in which the Company<br />

operates. In assessing the probability of realization of deferred tax assets, management considers<br />

whether it is probable that profits will be generated against which the deferred tax assets will be<br />

realized.<br />

Financial Statements<br />

Leica Geosystems | 51


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 52<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Generally, deferred taxes are not provided on the unremitted earnings of subsidiaries because it is<br />

expected that these earnings will be permanently reinvested and such determination is not practicable.<br />

Such earnings may become taxable upon the sale or liquidation of these subsidiaries or upon the<br />

remittance of dividends.<br />

Shareholders' Equity<br />

For the predecessor period the Company was a division of the Leica Group. Accordingly, shareholders'<br />

equity was presented as a single figure representing invested equity. Invested equity included<br />

historical investments and advances from Leica Beheer B.V., third party liabilities paid on behalf of<br />

the Company, as well as current period income, and foreign currency translation adjustments.<br />

External costs directly attributable to the issue of new shares, other than on a business combination,<br />

are shown as a deduction, net of tax, in equity from the proceeds. Share issue costs incurred directly<br />

in connection with a business combination are included in the cost of acquisition.<br />

Where the Company or its subsidiaries purchases the Company’s equity share capital, the consideration<br />

paid including any attributable transaction costs net of income taxes is deducted from total<br />

shareholders’ equity as treasury shares until they are cancelled. Where such shares are subsequently<br />

sold or re-issued, any consideration received is included in shareholders’ equity.<br />

Concentration of Credit Risk<br />

Assets and financial instruments which could potentially subject the Company to credit risk are trade<br />

accounts receivable and foreign exchange contracts. Concentration of credit risk with respect to trade<br />

accounts receivable is limited due to the large number of customers comprising the Company’s<br />

customer base and their breakdown among many different industries and geographical locations.<br />

The Company is exposed to credit risk with respect to foreign exchange contracts in the event of<br />

nonperformance by the counter-parties to these financial instruments, which are however major<br />

financial institutions.<br />

Revenue Recognition<br />

Revenue is recognized when significant risks and rewards of ownership of goods have been transferred<br />

to a third party. This would normally occur following delivery of the products or services and<br />

acceptance by the customers. Revenues from service contracts paid by customers in advance are<br />

recognized over the period of the contract in accordance with the terms specified therein.<br />

Advance payments received from customers are deferred, and recorded as income when the related<br />

product has been delivered or services performed. The advance payments or deposits are primarily<br />

related to contracts with the defense department of the Swiss government.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

4. TRADE ACCOUNTS RECEIVABLE<br />

Accounts receivable consisted of the following:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Gross trade receivables 113'983 120'479 146'911<br />

Allowance for doubtful accounts (4'781) (5'543) (4'283)<br />

Net trade receivables 109'202 114'936 142'628<br />

Receivables from associated companies 1'085 2'606 1'527<br />

Total accounts receivables 110'287 117'542 144'155<br />

5. INVENTORIES<br />

Inventories consisted of the following:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Raw materials and sub-assemblies 43'909 43'524 57'649<br />

Work-in-progress 23'535 14'793 19'153<br />

Finished goods 44'038 49'385 69'504<br />

Demonstration inventories 18'145 22'691 24'785<br />

Gross inventories 129'627 130'393 171'091<br />

Allowances (24'701) (24'738) (30'329)<br />

Total inventories 104'926 105'655 140'762<br />

The gross values represent the purchase or production costs of inventories at the balance sheet date.<br />

The allowances are for excess quantities, slow-moving and obsolete items.<br />

Financial Statements<br />

Leica Geosystems | 53


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 54<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

6. PROPERTY, PLANT AND EQUIPMENT<br />

Land, Buildings, Machinery<br />

Fixtures and and Other<br />

Fittings Installations Equipment Total<br />

CHF CHF CHF CHF<br />

GROSS VALUES<br />

Value at March 31, 1999 120'342 131'115 47'890 299'347<br />

Additions 1'843 6'758 7'477 16'078<br />

Disposals (16) (2'551) (4'195) (6'762)<br />

Reclassifications 1'633 (1'267) (366) -<br />

Exchange rate adjustments 712 2'537 1'404 4'653<br />

Value at March 31, <strong>2000</strong> 124'514 136'592 52'210 313'316<br />

Acquisition of subsidiaries - 5'519 1'279 6'798<br />

Additions 1'621 10'267 10'002 21'890<br />

Disposals (8'883) (8'818) (6'745) (24'446)<br />

Exchange rate adjustments (164) 62 (456) (558)<br />

Value at March 31, <strong>2001</strong> 117'088 143'622 56'290 317'000<br />

Land, Buildings, Machinery<br />

Fixtures and and Other<br />

Fittings Installations Equipment Total<br />

CHF CHF CHF CHF<br />

ACCUMULATED DEPRECIATION<br />

Value at March 31, 1999 (40'652) (93'125) (33'901) (167'678)<br />

Depreciation expense (4'833) (9'086) (6'749) (20'668)<br />

Disposals 5 1'961 3'945 5'911<br />

Reclassifications (1'092) 1'175 (83) -<br />

Exchange rate adjustments (286) (1'924) (921) (3'131)<br />

Value at March 31, <strong>2000</strong> (46'858) (100'999) (37'709) (185'566)<br />

Depreciation expense (2'763) (11'364) (7'864) (21'991)<br />

Disposals 4'346 7'658 5'748 17'752<br />

Exchange rate adjustments 113 256 347 716<br />

Value at March 31, <strong>2001</strong> (45'162) (104'449) (39'478) (189'089)<br />

NET BOOK VALUES AT<br />

March 31, 1999 79'690 37'990 13'989 131'669<br />

March 31, <strong>2000</strong> 77'656 35'593 14'501 127'750<br />

March 31, <strong>2001</strong> 71'926 39'173 16'812 127'911<br />

1999<br />

March 31<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Fire insurance value of property, plant and equipment<br />

Buildings 149'976 144'380 130'832<br />

Machinery equipment and other fixed assets 179'306 180'939 192'790<br />

Total insurance value of property, plant and equipment 329'282 325'319 323'622


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

7. GOODWIL<br />

Total<br />

Goodwill<br />

CHF<br />

GROSS VALUES<br />

Value at March 31, 1999 142'291<br />

Value at March 31, <strong>2000</strong> 142'291<br />

Acquisition of subsidiaries 115'677<br />

Exchange rate adjustments 2'398<br />

Value at March 31, <strong>2001</strong> 260'366<br />

ACCUMULATED AMORTIZATION<br />

Value at March 31, 1999 (3'558)<br />

Amortization charge (7'115)<br />

Value at March 31, <strong>2000</strong> (10'673)<br />

Amortization charge (8'484)<br />

Value at March 31, <strong>2001</strong> (19'157)<br />

NET BOOK VALUES AT<br />

March 31, 1999 138'733<br />

March 31, <strong>2000</strong> 131'618<br />

March 31, <strong>2001</strong> 241'209<br />

Leica Geosystems Holdings AG was incorporated in Switzerland on July 30, 1998, as the holding<br />

company for the Geosystems businesses which it acquired from Leica Beheer B.V. on October 2,<br />

1998. The purchase method of accounting was adopted for the Acquisition. The results of operations<br />

of the acquired companies are included in the consolidated statements of income of the Company<br />

from October 3, 1998. Goodwill, representing the excess purchase price over the fair value of net<br />

assets acquired, arising upon the Acquisition was CHF 142'291, which is being amortized over 20<br />

years at the rate of CHF 7'115 per annum.<br />

Goodwill arising upon the acquisition of Cyra Technologies Inc. and Laser Alignment Inc. totaling USD<br />

68'327 (CHF 115'677). This amount is being amortized over a period of ten years.<br />

8. OTHER INTANGIBLE ASSETS<br />

Product SAP<br />

Development Development<br />

Costs Costs Total<br />

CHF CHF CHF<br />

GROSS VALUES<br />

Value at March 31, 1999 19'805 7'370 27'175<br />

Additions 14'228 590 14'818<br />

Exchange rate adjustments 390 - 390<br />

Value at March 31, <strong>2000</strong> 34'423 7'960 42'383<br />

Acquisition of subsidiaries 15'085 - 15'085<br />

Additions 18'751 - 18'751<br />

Exchange rate adjustments 549 - 549<br />

Value at March 31, <strong>2001</strong> 68'808 7'960 76'768<br />

ACCUMULATED AMORTIZATION<br />

Value at March 31, 1999 (153) (1'922) (2'075)<br />

Amortization charge (4'636) (1'533) (6'169)<br />

Value at March 31, <strong>2000</strong> (4'789) (3'455) (8'244)<br />

Amortization charge (9'878) (1'592) (11'470)<br />

Exchange rate adjustments (18) - (18)<br />

Value at March 31, <strong>2001</strong> (14'685) (5'047) (19'732)<br />

NET BOOK VALUES AT<br />

March 31, 1999 19'652 5'448 25'100<br />

March 31, <strong>2000</strong> 29'634 4'505 34'139<br />

March 31, <strong>2001</strong> 54'123 2'913 57'036<br />

Financial Statements<br />

Leica Geosystems | 55


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 56<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

9. INVESTMENTS IN ASSOCIATES<br />

Investments in associated companies accounted for using the equity method comprised<br />

of the following:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

LH Systems LLC, USA 1'987 3'874 7'137<br />

ADC Systems GmbH, Germany 310 - -<br />

AED Graphics AG, Germany - - 2'251<br />

NovaLIS Technologies Ltd, Canada 116 - 1'070<br />

Total investments in associates 2'413 3'874 10'458<br />

LH Systems Cyra AED Graphics NovaLIS Total<br />

CHF CHF CHF CHF CHF<br />

Investment at March 31, <strong>2000</strong> 3'874 - - - 3'874<br />

Acquisitions - 14'892 2'340 1'098 18'330<br />

Income statement 3'072 (3'954) (89) (28) (999)<br />

Dividends received (23) - - - (23)<br />

Foreign exchange impact 214 - - - 214<br />

Reclassification to other assets - (10'938) - - (10'938)<br />

Total 7'137 - 2'251 1'070 10'458<br />

Note:<br />

Amortization expenses included - (947) (41) (28) (1'016)<br />

Net Goodwill included - (*) 1'580 1'070 2'650<br />

(*) Cyra goodwill was reclassified to intangible assets at February 21, <strong>2001</strong> (Note 16)<br />

LH Systems - For LH-Systems see also Note 26, “Post balance sheet events”.<br />

Cyra – On April 1, <strong>2000</strong> Leica Geosystems acquired 20.9% of the share capital of Cyra Technologies<br />

Inc. This investment was accounted for under the equity method from April 1, <strong>2000</strong> until February 21,<br />

<strong>2001</strong> at which time the remaining 79.1% was acquired. From February 21, <strong>2001</strong> Cyra Technologies Inc.<br />

is fully consolidated. See also Note 16, “Acquisitions”.<br />

AED Graphics - In January <strong>2001</strong>, the Company acquired a 25% stake in AED Graphics AG ("AED<br />

Graphics"), a German company specializing in software development for the cadastral and GIS<br />

market. AED Graphics is certified to install digital cadastral mapping solutions in government offices<br />

in Germany. With a high market penetration in Germany, one of Europe's most important markets,<br />

AED Graphics is strongly positioned to take a leading role in the transition of cadastre to comprehensive<br />

public information systems, such as those required by government departments holding large<br />

data sets of interest to the public.<br />

NovaLIS - In January <strong>2001</strong>, Leica Geosystems increased its interest (from 25% to 38%) in NovaLIS<br />

Technologies Ltd. ("NovaLIS"), a Canadian company involved in land records management and<br />

integrated governmental workflow for data gateways in the Internet. The collection, management,<br />

analysis and dissemination of information in these areas has become an important function for local<br />

governments, particularly in North America.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

10. TRADE ACCOUNTS PAYABLE<br />

Accounts payable consisted of the following:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Trade payables 44'999 50'092 63'855<br />

Payables due to associated companies - 211 125<br />

Total accounts payable 44'999 50'303 63'980<br />

11. OTHER CURRENT LIABILITIES<br />

Other current liabilities consisted of the following:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Forward contract losses 609 1'234 392<br />

Accrued interest 2'557 5'134 3'077<br />

Other current payables 5'383 8'878 10'002<br />

Total other current liabilities 8'549 15'246 13'471<br />

Other current payables included primarily value-added tax and payroll-related liabilities.<br />

12. LOANS AND BORROWINGS<br />

Loans and borrowings consisted of the following:<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Current:<br />

Senior Subordinated Loan 146'912 - -<br />

Less unamortized debt acquisition cost (4'700) - -<br />

Net Senior Subordinated Loan 142'212 - -<br />

Other short-term loans 912 1'826 1'198<br />

Total current 143'124 1'826 1'198<br />

Non-current:<br />

Revolving Credit Facility 59'729 41'838 96'654<br />

Less unamortized debt acquisition cost (6'325) (5'341) (4'959)<br />

Net Revolving Credit Facility 53'404 36'497 91'695<br />

9 7/8% Notes - 159'010 99'185<br />

Less unamortized bond issuance cost - (5'479) (3'062)<br />

Net 9 7/8% Notes - 153'531 96'123<br />

Vendor Note 66'471 69'503 -<br />

Less unamortized discount (35'796) (34'843) -<br />

Net Vendor Note 30'675 34'660 -<br />

Total non-current 84'079 224'688 187'818<br />

Total loans and borrowings 227'203 226'514 189'016<br />

Financial Statements<br />

Leica Geosystems | 57


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 58<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Revolving Credit Facility<br />

At March 31, <strong>2001</strong>, the Company had a CHF 175’000 Revolving Multicurrency Credit Facility (the<br />

”Facility”) arranged by Chase Manhattan plc through several financial institutions which expires in<br />

full in July, 2003. The balance outstanding at March 31, <strong>2000</strong>, was CHF 41’838 and at March 31, <strong>2001</strong>,<br />

CHF 96’654. The Facility bears an interest rate equalling LIBOR plus additional costs and a margin of<br />

0.875%. The weighted average interest rate on the outstanding borrowings was 6.3% for the fiscal<br />

year ended March 31, <strong>2001</strong> (<strong>2000</strong>: 6.07%). At March 31, <strong>2001</strong>, after taking account of amounts used<br />

for foreign exchange, guarantee and letter of credit facilities, the Company had CHF 62’072 available<br />

under the Facility (<strong>2000</strong>: CHF 79’426).<br />

The debt acquisition cost of the Facility was CHF 8’417 (including an addition of CHF 1'517 in fiscal<br />

year <strong>2001</strong>) and is being amortized over the 3 year term of the Facility. The unamortized portion of the<br />

debt acquisition cost of CHF 4’959 at March 31, <strong>2001</strong> (<strong>2000</strong>: CHF 5’341), is stated in the Company’s<br />

balance sheet as a reduction of the Facility gross debt amount. Subsequent to the IPO the debt acquisition<br />

amortisation period was reduced from 7 to 3 years.<br />

Senior Subordinated Loan Facility replaced by 9 7/8% Notes<br />

At March 31, 1999, the Company had a Senior Subordinated Loan Facility arranged by Merrill Lynch<br />

Capital Corporation of DEM 180’000 (equivalent to CHF 146’912 at March 31, 1999). In June 1999, the<br />

Senior Subordinated Loan Facility was extinguished and the Company issued in its place a note (“9<br />

7/8% Notes”) of EURO 100’000, maturing on December 15, 2008, at an interest rate of 9 7/8%. The 9<br />

7/8% Notes were issued by Finance plc pursuant to an indenture, with Bankers Trust Company, as trustee,<br />

dated June 18, 1999 (the “Indenture”). In connection with the initial public offering, we redeemed<br />

on August 31, <strong>2000</strong>, 35% of the 9 7/8% Notes then outstanding at a redemption price of<br />

109.875%, plus accrued interest through the date of the redemption, as permitted under the Indenture.<br />

At March 31, <strong>2001</strong>, the remaining 9 7/8% Notes outstanding were EURO 65'000, equivalent to CHF<br />

99'185. The 9 7/8% Notes were issued under par at 98’645, so that the 9 7/8% Notes imputed interest<br />

rate is 10.0176%. At March 31, <strong>2001</strong>, the 9 7/8% Notes were trading at a premium. The 9 7/8% Notes<br />

are subordinate to the Revolving Credit Facility.<br />

The cost of the debt acquisition of the Senior Subordinated Loan Facility of CHF 9’400 was amortized<br />

to “Finance costs” in the Income Statement up to the date of the discharge of this facility in June 1999.<br />

The cost of the debt issuance of the 9 7/8% Notes of CHF 5’948 is being amortized to “Finance costs”<br />

in the Income Statement over the nine and a half year term of the 9 7/8% Notes. Subsequent to the<br />

redemption of the 9 7/8% Notes the Company recorded a finance cost impairment of CHF 1'795.<br />

The unamortized portion of the 9 7/8% Notes issuance cost of CHF 3'062 at March 31, <strong>2001</strong> (<strong>2000</strong>: CHF<br />

5'479), is stated in the Company’s balance sheet as a reduction of the 9 7/8% Notes gross debt amount.<br />

Vendor Note<br />

The Company had a CHF 65’000 subordinated note (the ”Vendor Note”) with Leica Beheer B.V., the<br />

prior owner. The Vendor Note was repaid at face value plus accrued interest in connection with the<br />

initial public offering. There is no balance outstanding at March 31, <strong>2001</strong>. The unamortized discount<br />

as at the date of repayment impacted the Income Statement as a non-recurring cost of CHF 34’541.<br />

13. FINANCIAL INSTRUMENTS<br />

Foreign Exchange Contracts<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Contract values 113'622 158'461 88'288<br />

Positive market value 709 1'584 717<br />

Negative market value 1'682 6'146 1'635<br />

The contract value shows the volume (gross nominal value) of the hedging transactions open at the<br />

balance sheet date. The negative market value is the potential cost required to close the outstanding<br />

contracts at the balance sheet date. The positive market value represents the unrealized profit on hedging<br />

transactions on the balance sheet date and thus the maximum risk in the event that the other<br />

party to the contract should not fulfil its obligations. Hedging is undertaken exclusively through first<br />

class financial institutions.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

At March 31, <strong>2001</strong>, the aggregate loss on outstanding foreign exchange contracts, when compared<br />

with the market rates on that date, amount to CHF 918 (<strong>2000</strong>: CHF 4'562), of which CHF 392 (<strong>2000</strong>:<br />

CHF 1'234) is included in the Income Statement, being in respect of balance sheet items, and CHF 526<br />

(<strong>2000</strong>: CHF 3'328) is in respect of anticipated transactions.<br />

In addition to the above mentioned contracts the Company purchased two foreign currency<br />

options in the year ended March 31, <strong>2001</strong>. These contracts had a contract value of CHF 5’051 (<strong>2000</strong>:<br />

CHF 5’142) and a positive market value of CHF 26 (<strong>2000</strong>: CHF 32) at March 31, <strong>2001</strong>.<br />

Interest Rate Cap<br />

The Company has entered into an arrangement (interest rate cap) whereby interest payable is limited<br />

to 8% on borrowings totaling CHF 50’000. The interest rate cap, which expires in November <strong>2001</strong>, is<br />

currently designated as a protection for interest expense on the Revolving Credit Facility. The premium<br />

paid for this instrument has been fully written off and its fair value at March 31, <strong>2001</strong>, is estimated<br />

to be insignificant.<br />

14. PROVISIONS<br />

Warranty Other Total<br />

Provisions Provisions Provisions<br />

CHF CHF CHF<br />

Value as of March 31, <strong>2000</strong> 5'060 2'178 7'238<br />

Acquisition of subsidiaries 985 300 1'285<br />

Additional provision recorded 4'958 504 5'462<br />

Unused amounts reversed (231) (13) (244)<br />

Utilized during the year (4'390) (1'596) (5'986)<br />

Exchange rate adjustments 79 64 143<br />

Value as of March 31, <strong>2001</strong> 6'461 1'437 7'898<br />

Of the above provisions some CHF 1’212 are considered to be long-term (above one year) and the<br />

remainder short-term.<br />

15. COMMITMENTS AND CONTINGENCIES<br />

Operating Leases<br />

The Company leases certain of its facilities and equipment under operating leases. The future minimum<br />

lease payments under operating leases at March 31, <strong>2001</strong> are as follows:<br />

CHF<br />

2002 8'726<br />

2003 5'948<br />

2004 3'954<br />

2005 2'794<br />

2006 2'039<br />

Thereafter 2'792<br />

Total 26'253<br />

Litigation<br />

From time to time the Company is involved in legal actions and claims arising in the ordinary course<br />

of business. While the ultimate result of these claims cannot presently be determined, management<br />

does not expect that these matters will have a material adverse effect on the financial position,<br />

results of operations or cash flows of the Company.<br />

Guarantees<br />

The Company has entered into agreements for various performance bonds, customer guarantees and<br />

letters of credit amounting to CHF 25'079, CHF 17’236 and CHF 11’450 at March 31, 1999, <strong>2000</strong>, and<br />

<strong>2001</strong>, respectively. The most significant guarantee relates to a customer guarantee made in relation to<br />

advances received from the government of Switzerland. This guarantee was entered into in December<br />

1996 for a period to last until <strong>2001</strong> for the delivery of certain of the Company’s goods.<br />

Financial Statements<br />

Leica Geosystems | 59


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 60<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Bills of Trade Discounted with Recourse<br />

Bills of trade discounted with recourse under the normal course of business in Japan, France,<br />

Portugal and Hongkong amounted to CHF 3’375 at March 31, 1999, CHF 4’709 at March 31, <strong>2000</strong>, and<br />

CHF 4’573 at March 31, <strong>2001</strong>.<br />

Capital Expenditure Commitments<br />

The Company has entered into commitments (purchase orders) in respect of items of capital equipment<br />

totaling CHF 1’337 at March 31, 1999, CHF 2’423 at March 31, <strong>2000</strong>, and CHF 3’462 at March 31,<br />

<strong>2001</strong>.<br />

Pledged Assets<br />

Before the IPO, substantially all of the Company’s assets were pledged under the terms of the Company’s<br />

Revolving Multicurrency Credit Facility Agreement of October 2, 1998, with Chase Manhattan<br />

PLC, which acted as the Facility Agent for a syndicate of financial institutions. Subsequent to the IPO<br />

dated July 12, <strong>2000</strong>, no assets were pledged under the Revolving Credit Facility.<br />

16. ACQUISITIONS<br />

On January 8, <strong>2001</strong> the Company acquired 100% of the share capital of Laser Alignment Inc. in one<br />

cash transaction. The legal entity, based in Grand Rapids, Michigan (USA), specializes in high-precision<br />

3D guidance and automated machine control systems for the use on construction-sites, in<br />

mining applications, and in the agricultural market.<br />

Laser Alignment is reported within the business segment “Terrestrial Positioning Systems”. The acquired<br />

business contributed revenues of CHF 10‘650 and an operating loss of CHF 1‘381 to the Company<br />

for the period from January 8, <strong>2001</strong> to March 31, <strong>2001</strong>.<br />

On April 1, <strong>2000</strong> Leica Geosystems acquired 20.9% of the share capital of Cyra Technologies Inc. This<br />

investment was accounted for under the equity method from April 1, <strong>2000</strong> until February 21, <strong>2001</strong> at<br />

which time the remaining 79.1% was acquired. From February 21, <strong>2001</strong> Cyra Technologies Inc. is fully<br />

consolidated. The legal entity , based in Oakland, California (USA), specializes in development and<br />

production of 3D laser scanning and data modeling systems.<br />

Cyra is reported under the new business segment “New Businesses”. The acquired business contributed<br />

revenues of CHF 7'014 and an operating loss of CHF 816 to the Company for the period from<br />

February 22, <strong>2001</strong> to March 31, <strong>2001</strong>.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Following is a summary of the key elements of all acquisitions:<br />

Note <strong>2001</strong><br />

CHF<br />

Cash paid 68'089<br />

Fair value of shares issued 55'712<br />

Aggregate purchase price 123'801<br />

Acquisition expenses 2'304<br />

Total purchase consideration 126'105<br />

Fair value of net assets / liabilities acquired (6'473)<br />

Accumulated losses from April 1 to February 21, <strong>2001</strong> (Equity method) (3'008)<br />

Gross goodwill 116'624<br />

Accumulated goodwill amortization until February 21, <strong>2001</strong> (947)<br />

Net goodwill as of acquisition date (7) 115'677<br />

Cash and cash equivalents (6'643)<br />

Receivables (12'751)<br />

Inventories (19'272)<br />

Property, plant and equipment, net (6) (6'798)<br />

Other intangible assets (8) (15'085)<br />

Loans and borrowings 25'396<br />

Payables 11'944<br />

Accrued liabilities and deferred income 16'736<br />

Fair value of net (asset) / liabilities acquired (6'473)<br />

Total purchase consideration 126'105<br />

Less fair value of shares issued (55'712)<br />

Less cash and cash equivalents in subsidiaries acquired (6'643)<br />

Less prepaid amounts in prior year (1'756)<br />

Cash outflow on acquisitions of fully consolidated subsidiaries 61'994<br />

Investments in associates (9) 3'438<br />

Cash outflow on acquisitions 65'432<br />

Pursuant to the achievement of various milestones a further payment (in maximum USD 35.0 million)<br />

may be applicable for the purchase of Cyra Technologies Inc. (see Note 17).<br />

Financial Statements<br />

Leica Geosystems | 61


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 62<br />

17. SHAREHOLDERS’ EQUITY<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Cumulative<br />

Number of Share Share prem. Accumulated currency<br />

shares issued capital / Reserves deficit transl.adj. Total<br />

units CHF CHF CHF CHF CHF<br />

Opening position at March 31, <strong>2000</strong> 7'500'000 75'000 74'099 (31'774) 12'444 129'769<br />

Reverse share split (5:1) 1'500'000 - - - - -<br />

Issuance of common stock 662'457 33'122 220'594 - - 253'716<br />

Issuance of contingency shares 102'470 5'124 - - - 5'124<br />

Elimination of contingency shares (102'470) (5'124) - - - (5'124)<br />

Equity transaction expenses, net of tax - - (11'185) - - (11'185)<br />

Treasury shares movement (282) (14) (92) - - (106)<br />

Capital transaction with owners - - - (3'504) - (3'504)<br />

Net loss - - - (7'989) - (7'989)<br />

Currency translation adjustment - - - - 2'973 2'973<br />

Balance at March 31, <strong>2001</strong> 2'162'175 108'108 283'416 (43'267) 15'417 363'674<br />

On July 10, <strong>2000</strong>, an Extraordinary General Meeting of the Company resolved to consolidate the par<br />

value of the shares by converting every 5 existing shares with a par value of CHF 10 (single Swiss<br />

Francs) each into 1 share with a par value of CHF 50 (single Swiss Francs). The Extraordinary General<br />

Meeting further resolved to increase the Company’s capital to CHF 101'250 through the issuance of<br />

525’000 shares at a par value of CHF 50 (single Swiss Francs) each.<br />

On July 12, <strong>2000</strong>, Leica Geosystems Holdings AG completed its initial public offering within Switzerland,<br />

an offering to institutional investors elsewhere outside the United States, and an offering in the<br />

United States to qualified institutional buyers.<br />

On February 19, <strong>2001</strong> the Board resolved to increase the Company’s share capital under the authorised<br />

share capital by CHF 11'049 by issuing 220’983 fully-paid up registered shares with a par value<br />

of CHF 50 (single Swiss Francs) each. Upon the increase of the share capital the Company purchased<br />

all shares of Cyra Technologies, Inc., Oakland, California, USA, so far as they were not yet held by<br />

Leica Geosystems AG, a subsidiary of the Company. 118'513 new shares were subscribed and fully<br />

paid up in connection with the merger agreement and transferred to the entitled former shareholders<br />

of Cyra Technologies. Also 59’534 new shares were sub-scribed and fully-paid up by Credit Suisse,<br />

St. Gallen, as Trustee in order to hedge the Company's potential obligations under the earn-out; such<br />

shares have been subscribed for and are being held by Credit Suisse who committed to only act in<br />

accordance with instructions given by the Board either to transfer the shares to the eligible Cyra Technologies<br />

shareholders for the purpose of the earn-out or, in case the earn-out milestones would not<br />

or just partially be achieved, to tender the remaining shares to the Company with the purpose of a<br />

capital decrease. A further 42’936 new shares were also subscribed and fully-paid up by Credit<br />

Suisse, St. Gallen, as Trustee in order to hedge the Company's potential obligations with respect to<br />

assumption of Cyra Technologies' options and warrants; such shares have been subscribed for and<br />

are being held by Credit Suisse who committed to transfer such shares to the eligible holder of<br />

options or warrants against payment of the exercise price exclusively in accordance with instructions<br />

given by the Board of the Company. The voting rights of the 102'470 shares will not be exercised and<br />

no dividend will be paid as long as these shares are held by the trustee.<br />

The authorized and conditional capital as well as the significant shareholders are described in the<br />

Notes to the Statutory Financial Statements on page 84 and 85.<br />

On March 31, <strong>2001</strong> the Company holds 282 shares in treasury.<br />

Since the listing of the Leica Geosystems Holdings AG shares on the SWX Swiss Exchange, the<br />

shares have traded as follows:


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED CONSOLIDATED FINANCIAL STATEMENTS<br />

For For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

stated)<br />

Average daily trading<br />

High Low volume<br />

CHF CHF (in thousands of shares)<br />

July <strong>2000</strong> 532 430 71.38<br />

August <strong>2000</strong> 583 489 8.11<br />

September <strong>2000</strong> 566 490 6.63<br />

October <strong>2000</strong> 560 480 4.08<br />

November <strong>2000</strong> 558 500 4.86<br />

December <strong>2000</strong> 555 487 3.34<br />

January <strong>2001</strong> 538 481 3.60<br />

February <strong>2001</strong> 539 432 7.16<br />

March <strong>2001</strong> 488 398 4.07<br />

18. SEGMENT INFORMATION<br />

The basis of reporting the segment information as disclosed below is consistent with that used internally<br />

for evaluating segment performance and allocating resources to segments. The Company differentiates<br />

between Core Segments, New Businesses and Special Products. The first are identified by customer<br />

application or product line (Surveying, Positioning and Guidance Systems, Handheld Laser Measurement<br />

Systems, Industrial Measurement Systems), the second is being created as a platform for the launch of<br />

our laser scanning and three-dimensional visualization business and the third by customer application,<br />

product line or activity (Defense Products, Manufacturing, Aerial Visionics and Photogrammetry Systems<br />

‘AVS/PGS’ and Central Services).<br />

The core market segments include 1) measuring and positioning equipment for the surveying industry<br />

(”Surveying, Positioning and Guidance Systems”), 2) Handheld Laser Measuring Systems, including the<br />

HLMS module, for the construction and home improvement trades and 3) high precision measurement<br />

systems used in the industrial measurement industry (”Industrial Measurement Systems” or ”IMS”). The<br />

Company also manufactures products that utilize similar technologies as those employed in its core market<br />

segments (”Special Products”).<br />

Business segments include:<br />

• Surveying, Positioning and Guidance Systems<br />

- TPS — Primarily provides three-dimensional measurement and positioning products for the surveying<br />

and construction industry.<br />

- GPS — Primarily provides satellite-based surveying and marine navigation global positioning systems<br />

and instruments.<br />

• Handheld Laser Measurement Systems - Primarily the HLMS module product line, used for quick, easy<br />

and accurate measurements of areas and volumes needed in industrial and domestic improvement<br />

applications.<br />

• IMS — Primarily provides measurement systems for industrial applications.<br />

• New Businesses – Laser scanning and three-dimensional visualization and modeling of spatial<br />

information.<br />

• Special Products<br />

- Defense Products — Supplies the defense business with other Company products which have been<br />

specifically adapted for military applications.<br />

- AVS/PGS — Provides products supporting the mapping industry.<br />

- Manufacturing — Principally manufacturer components and products for the other business<br />

segments. However, it does have direct third party sales to outside customers.<br />

Financial Statements<br />

Leica Geosystems | 63


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 64<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Business Segments<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

Sales to external customers:<br />

Surveying, Positioning & Guidance Systems:<br />

CHF CHF CHF CHF<br />

Terrestrial Positioning Systems 99'086 98'923 238'012 273'978<br />

Global Positioning Systems 30'871 35'451 97'268 120'905<br />

Total Surveying, Positioning & Guidance Systems 129'957 134'374 335'280 394'883<br />

Handheld Laser Measuring Systems 19'367 16'733 43'600 58'251<br />

Industrial Measurement Systems 26'044 32'378 56'986 62'451<br />

Total Core Businesses 175'368 183'485 435'866 515'585<br />

New Businesses<br />

Special Products:<br />

- - - 7'014<br />

Defense Products 30'725 30'830 63'456 68'056<br />

Manufacturing 13'063 13'582 27'445 42'114<br />

Other (1) 7'995 15'155 12'965 9'656<br />

Total Special Products 51'783 59'567 103'866 119'826<br />

Total sales to external customers 227'151 243'052 539'732 642'425<br />

1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

Results by segment: CHF CHF CHF CHF<br />

Surveying, Positioning & Guidance Systems:<br />

Terrestrial Positioning Systems 12'683 9'452 26'939 34'426<br />

Global Positioning Systems 332 2'741 7'131 11'260<br />

Total Surveying, Positioning & Guidance Systems 13'015 12'193 34'070 45'686<br />

Handheld Laser Measuring Systems 3'128 2'713 7'445 7'678<br />

Industrial Measurement Systems 5'613 7'812 6'286 8'796<br />

Total Core Businesses 21'756 22'718 47'801 62'160<br />

New Businesses<br />

Special Products:<br />

- - - (816)<br />

Defense Products 3'000 2'123 5'758 9'099<br />

Manufacturing 2'712 2'995 4'414 8'632<br />

Other (1) (3’353) 1'093 (965) 655<br />

Total Special Products 2'359 6'211 9'207 18'386<br />

Total Segment Results 24'115 28'929 57'008 79'730<br />

Central Services (6'405) (50'289) (20'373) (23'163)<br />

Total operating profit/(loss) 17'710 (21'360) 36'635 56'567<br />

(1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.<br />

Central Services includes goodwill amortization (not allocated to segments) of CHF 7’115 for the year ended March 31, <strong>2001</strong>,<br />

CHF 7’115 for the year ended March 31, <strong>2000</strong>, and CHF 3’558 for the period October 3, 1998, to March 31, 1999. For the period<br />

October 3, 1998, to March 31, 1999, Central Services also includes an expense of CHF 41’800 which relates to the increase in the<br />

book value of inventories to fair value as at the effective date of the Acquisition.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Assets by segment: CHF CHF CHF<br />

Surveying, Positioning & Guidance Systems:<br />

Terrestrial Positioning Systems 129'569 145'702 212'619<br />

Global Positioning Systems 43'770 53'636 59'639<br />

Total Surveying, Positioning & Guidance Systems 173'339 199'338 272'258<br />

Handheld Laser Measuring Systems 20'989 27'496 34'434<br />

Industrial Measurement Systems 36'364 36'267 37'631<br />

Total Core Businesses 230'692 263'101 344'323<br />

New Businesses<br />

Special Products:<br />

- - 121'744<br />

Defense Products 27'895 29'224 27'651<br />

Manufacturing 62'319 59'693 66'713<br />

Other (1) 15'518 2'755 3'252<br />

Total Special Products 105'732 91'672 97'616<br />

Central Services 53'006 52'587 56'844<br />

Total assets by segment 389'430 407'360 620'527<br />

Reconciliation of Segment Assets to Consolidated Balance Sheets:<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

Assets CHF CHF CHF<br />

Total segment assets<br />

Financing assets:<br />

389'430 407'360 620'527<br />

Goodwill (not allocated to segments) 138'733 131'618 124'502<br />

Deferred tax 8'254 12'260 13'933<br />

Total consolidated assets 536'417 551'238 758'962<br />

(1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Business segment current liabilities: CHF CHF CHF<br />

Surveying, Positioning & Guidance Systems:<br />

Terrestrial Positioning Systems 32'763 38'905 49'084<br />

Global Positioning Systems 12'543 17'726 18'702<br />

Total Surveying, Positioning & Guidance Systems 45'306 56'631 67'786<br />

Handheld Laser Measuring Systems 5'064 5'548 7'337<br />

Industrial Measurement Systems 10'971 8'965 9'169<br />

Total Core Businesses 61'341 71'144 84'292<br />

New Businesses<br />

Special Products:<br />

- - 6'216<br />

Defense Products 14'698 16'951 14'244<br />

Manufacturing 14'656 16'422 22'790<br />

Other (1) 5'627 2'092 1'132<br />

Total Special Products 34'981 35'465 38'166<br />

Central Services 23'567 30'867 25'915<br />

Total business segment current liabilities 119'889 137'476 154'589<br />

Reconciliation of Segment Current Liabilities to Consolidated Balance Sheets:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Current liabilities CHF CHF CHF<br />

Total segment current liabilities 119'889 137'476 154'589<br />

Short-term debt 145'875 2'003 1'513<br />

Total consolidated current liabilities 265'764 139'479 156'102<br />

(1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.<br />

Financial Statements<br />

Leica Geosystems | 65


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 66<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Capital expenditure by segment: CHF CHF CHF<br />

Surveying, Positioning & Guidance Systems:<br />

Terrestrial Positioning Systems 16'128 11'957 17'333<br />

Global Positioning Systems 8'620 4'290 5'325<br />

Total Surveying, Positioning & Guidance Systems 24'748 16'247 22'658<br />

Handheld Laser Measuring Systems 1'883 2'654 3'575<br />

Industrial Measurement Systems 4'026 3'591 3'331<br />

Total Core Businesses 30'657 22'492 29'564<br />

New Businesses<br />

Special Products:<br />

- - 212<br />

Defense Products 391 515 516<br />

Manufacturing 4'064 2'918 5'159<br />

Other (1) 554 45 67<br />

Total Special Products 5'009 3'478 5'742<br />

Central Services 6'314 4'926 5'126<br />

Total, excluding goodwill 41'980 30'896 40'644<br />

Goodwill, not allocated by segment 142'291 - -<br />

Goodwill, assign ED to Terrestrial Positioning Systems - - 25'344<br />

Goodwill, assigned to New Businesses - - 90'333<br />

Total including goodwill 184'271 30'896 156'321<br />

(1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.<br />

The above table includes capital expenditure on plant, property and equipment, on product and SAP<br />

R/3 development costs, and on goodwill. Goodwill from fully consolidated acquisitions is assigned to<br />

the respective segments.<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

Depreciation and amortization by segment: CHF CHF CHF CHF<br />

Surveying, Positioning & Guidance Systems<br />

Terrestrial Positioning Systems (1'766) (2'627) (7'813) (10'452)<br />

Global Positioning Systems (664) (1'006) (4'018) (5'248)<br />

Total Surveying, Positioning & Guidance Systems (2'430) (3'633) (11'831) (15'700)<br />

Handheld Laser Measuring Systems (150) (167) (619 (2'721)<br />

Industrial Measurement Systems (448) (485) (1'454) (2'245)<br />

Total Core Businesses (3'028) (4'285) (13'904) (20'666)<br />

New Businesses<br />

Special Products:<br />

- - - (1'295)<br />

Defense Products (438) (510) (804) (735)<br />

Manufacturing (1'834) (1'972) (3'583) (3'811)<br />

Other (1) - (173) (145) (31)<br />

Total Special Products (2'272) (2'655) (4'532) (4'577)<br />

Central Services (4'031) (7'559) (15'516) (15'407)<br />

Total depreciation and amortization by segment (9'331) (14'499) (33'952) (41'945)<br />

(1) Includes AVS/PGS, most of which has been transferred to the LH Systems joint venture in FY <strong>2000</strong>.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Financial Statements<br />

Leica Geosystems | 67<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998<br />

Year ended Year ended Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

Sales by geographic segment: CHF CHF CHF CHF<br />

Switzerland 31'657 40'766 69'222 85'157<br />

Rest of Europe 102'173 101'138 239'933 258'895<br />

United States 45'145 43'292 97'897 131'034<br />

Rest of Americas 10'210 11'520 25'190 35'084<br />

Asia Pacific 32'663 37'717 94'191 96'878<br />

Other 5'303 8'619 13'299 35'377<br />

Total sales by geographic segment 227'151 243'052 539'732 642'425<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Assets by geographic segment: CHF CHF CHF<br />

Switzerland 235'150 220'473 232'359<br />

Rest of Europe 69'668 76'126 93'197<br />

United States 43'969 61'503 238'662<br />

Rest of Americas 7'939 9'316 11'179<br />

Asia Pacific 32'704 39'942 45'130<br />

Total assets by geographic segments 389'430 407'360 620'527<br />

Reconciliation of Segment Assets to Consolidated Balance Sheets:<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

Assets: CHF CHF CHF<br />

Total segment assets<br />

Financing assets:<br />

389'430 407'360 620'527<br />

Goodwill (not allocated to segments) 138'733 131'618 124'502<br />

Deferred tax 8'254 12'260 13'933<br />

Total assets consolidated 536'417 551'238 758'962<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Capital expenditure by geographic segment: CHF CHF CHF<br />

Switzerland 34'050 25'912 31'622<br />

Rest of Europe 1'479 1'169 1'538<br />

United States 3'567 1'924 4'148<br />

Rest of Americas 37 187 191<br />

Asia Pacific 2'847 1'704 3'145<br />

Total capital expenditure, excluding goodwill 41'980 30'896 40'644<br />

Goodwill, Switzerland 142'291 - -<br />

Goodwill, United States - - 115'677<br />

Total capital expenditure, including goodwill 184'271 30'896 156'321<br />

The above table includes capital expenditure on plant, property and equipment, on product<br />

and SAP R/3 development costs, and on goodwill.


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 68<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

19. FINANCE COSTS<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Interest income:<br />

Third party 121 30 242 676<br />

Total interest income 121 30 242 676<br />

Interest expense:<br />

Revolving Credit Facility - (1'545) (4'570) (6'673)<br />

Senior Subordinated Loan Facility - (7'399) (3'211) -<br />

9 7/8% Notes - - (12'409) (12'017)<br />

Vendor Note - (1'491) (3'032) (918)<br />

Amortization of discount on Vendor Note - (304) (953) (302)<br />

Leica companies of former parent (1'808) - - -<br />

Other (1'043) (461) (45) (10)<br />

Total interest expense (2'851) (11'200) (24'220) (19'920)<br />

Debt acquisition, issuance and share offering costs:<br />

Amortization of debt acquisition cost – Revolving<br />

Credit Facility - (575) (984) (1'899)<br />

Amortization of debt acquisition cost – Senior<br />

Subordinated Loan Facility - (4'700) (4'700) -<br />

Amortization of potential debt offering costs - (11'600) - -<br />

Amortization of debt issuance cost – 9 7/8% Notes - - (469) (490)<br />

Impairment of debt issuance costs - - - (1'795)<br />

Write-off of capitalized discount on Vendor Note - - - (34'541)<br />

Premium on 35% repayment of 9 7/8% Notes - - - (5'351)<br />

Fees related to the 35% repayment of 9 7/8% Notes - - - (2'093)<br />

Fees related to share offering - - - (7'746)<br />

Total debt acquisition, issuance and share offering costs - (16'875) (6'153) (53'915)<br />

Foreign exchange gains on borrowings 4 2'252 74 6'047<br />

Total finance costs (2'726) (25'793) (30'057) (67'112)<br />

20. TAXES ON INCOME<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Current taxes:<br />

Domestic (1'531) (2'124 (7'463) 1'289<br />

Foreign (1'411) (1'997) (2'182) (2'579)<br />

Deferred taxes:<br />

(2'942) (4'121) (9'645) (1'290)<br />

Domestic (2'309) 12'143 (712) (2'051)<br />

Foreign - 3'426 3'185 6'896<br />

(2'309) 15'569 2'473 4'845<br />

Total income tax benefit/(expense) (5'251) 11'448 (7'172) 3'555


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Applying the maximum tax rate of 25% (in prior years 25% and 27% respectively) at the Company’s<br />

headquarter location (Leica Geosystems AG, Heerbrugg, Switzerland) to the loss before income tax<br />

of CHF 11’544, an expected tax benefit of CHF 2’886 results.<br />

Financial Statements<br />

Leica Geosystems | 69<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

Maximum tax rate for Heerbrugg, Switzerland 27% 27% 25% 25%<br />

CHF CHF CHF CHF<br />

Income tax benefit/(expense), at maximum rate (4'771) 12'582 (2'412) 2'886<br />

Effect of taxes at rates other than maximum rate (93) (48) 469 (1'748)<br />

Non-tax deductible expenses (incl goodwill amortization) (89) (1'476) (1'729) (3'865)<br />

Taxes saved by use of fully provided tax losses 633 (186) 578 3'739<br />

Change in valuation allowances on deferred tax assets (931) (1'192) (4'821) (646)<br />

Effect of changes in tax rate and legislation - - 1'.985 254<br />

Tax related to other periods - - (1'555) 495<br />

Other - 1'768 313 2'440<br />

Income tax benefit/(expense) (5'251) 11'448 (7'172) 3'555<br />

Taxes directly recorded in equity amounted to CHF 1'746 in FY <strong>2001</strong>.<br />

Deferred tax assets and liabilities arise due to differences between Group and tax valuations in the<br />

following balance sheet items:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Assets Liabilities Assets Liabilities Assets Liabilities<br />

CHF CHF CHF CHF CHF CHF<br />

Losses carried forward 9'875 - 11'389 - 15'377 -<br />

Intangible assets 3'852 6'258 2'071 7'747 2'748 9'346<br />

Property, plant and equipment 1'226 27'181 622 25'467 618 15'897<br />

Inventories 5'127 5'737 6'906 4'910 9'497 5'250<br />

Provisions and pension obligations 3'613 27 3'818 23 4'108 46<br />

Other items 2'114 1'486 1'766 656 2'126 1'567<br />

Total 25'807 40'689 26'572 38'803 34'474 32'106<br />

Valuation allowance (6'470) - (6'136) - (14'372) -<br />

Offset of assets and liabilities (11'083) (11'083) (8'176) (8'176) (6'169) (6'169)<br />

Total deferred taxes 8'254 29'606 12'260 30'627 13'933 25'937<br />

At March 31, <strong>2001</strong>, the Company had tax losses carried forward totaling CHF 46'642 (<strong>2000</strong>: CHF 35'600,<br />

1999: CHF 31’510) with a tax value of CHF 15'377 (<strong>2000</strong>: CHF 11'389, 1999: CHF 9’875).<br />

Of these, CHF 1’829 expire by March 2004 and further CHF 8'606 by March 2008. The remaining<br />

CHF 36'207 may be utilized after March 2008. A valuation allowance against certain of these<br />

tax loss carry forwards has been recorded.<br />

21. STATEMENT OF INCOME<br />

The statement of income has been prepared using the activity-based income statement presentation<br />

method. The costs of sales, selling, general and administrative expenses include the following costs:<br />

Predecessor Successor<br />

For the period For the period<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Staff costs 94'487 100'966 219'455 257'126<br />

Depreciation and amortization 9'331 14'499 33'952 41'945


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 70<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

22. PENSION OBLIGATIONS<br />

The most important defined benefit pension plans of Leica Geosystems are offered to its employees<br />

in Switzerland and the United States of America.<br />

On March 1, 1999, the Company amended its early retirement plan to allow Swiss employees to elect<br />

early retirement at their option. Under the previous plan, early retirement was available only at the<br />

Company’s election, and had historically been offered in connection with significant non-recurring<br />

reductions in head count. This plan is not funded and a provision has therefore been recorded based<br />

on an actuarial assessment of the plan. Past service benefits arising on inception of the plan on<br />

March 1, 1999, are amortized over the remaining service period of the related employees.<br />

The principal assumptions applied to prepare actuarial valuations of the defined benefit plans are as<br />

follows:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Assumptions (weighted average): % % %<br />

Discount rate 3.55 3.56 4.04<br />

Investment return 4.85 5.08 5.02<br />

Salary inflation 2.05 2.06 2.03<br />

Pension increases 1.01 1.02 0.96<br />

The components of the benefit obligation are as follows:<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Change in benefit obligation:<br />

Pension Benefit Obligation (PBO) at beginning of the year 464'951 474'458 441'654<br />

Service cost 18'699 19'057 16'963<br />

Interest cost 16'225 16'815 17'867<br />

Amendments and settlements 4'273 (7'877) 719<br />

Actuarial (gain)/loss 7'893 (25'580) 29'127<br />

Benefits paid (37'158) (35'729) (38'700)<br />

Translation differences (425) 510 69<br />

Pension Benefit Obligation at end of year 474'458 441'654 467'699<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Change in plan assets:<br />

Fair value of plan assets at beginning of year 435'219 452'019 454'295<br />

Actual return on plan assets 39'970 29'063 9'085<br />

Employer contribution 8'215 11'417 12'084<br />

Plan participants' contribution 6'410 6'337 6'506<br />

Amendments and settlements - (9'091) 381<br />

Benefits paid (37'158) (35'729) (38'700)<br />

Translation differences (637) 279 75<br />

Fair value of plan assets at end of year 452'019 454'295 443'726


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Funded status:<br />

Funded status at year end (22'439) 12'641 (23'973)<br />

Unrecognized net actuarial (gain)/loss (7'503) (38'942) 3'751<br />

Unrecognized prior service cost 5'240 4'800 4'360<br />

Accrued benefit cost (24'702) (21'501) (15'862)<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Amounts recognized in the balance sheet:<br />

Prepaid benefit cost 1'119 - -<br />

Accrued benefit liability (25'821) (21'501) (15'862)<br />

Accrued benefit cost (24'702) (21'501) (15'862)<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Reconciliation to the consolidated balance sheet:<br />

Defined benefit pension plans (accrual) (24'702) (21'501) (15'862)<br />

Other post retirement benefits (1'865) (1'474) (1'984)<br />

Pension obligations (26'567) (22'975) (17'846)<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Benefit cost:<br />

Service cost 18'699 19'057 16'963<br />

Interest cost 16'225 16'815 17'867<br />

Expected return on plan assets (21'051) (22'827) (22'855)<br />

Amortization of prior service cost 45 440 440<br />

Amortization of transition obligation - - 267<br />

Recognized actuarial (gain)/loss 3'587 (376) (4)<br />

Plan participants’ contributions (6'410) (6'337) (6'506)<br />

Loss on plan settlement - 1'272 -<br />

Net periodic pension benefit cost 11'095 8'044 6'172<br />

In addition to the above plans, the Company sponsors defined contribution plans in<br />

various countries.<br />

23. STOCK OPTION PLANS<br />

Options outstanding<br />

Outstanding Thereof<br />

Original Converted Exercised Lapsed or options at vested at<br />

Exercise numbers numbers numbers in cancelled in March 31, March 31,<br />

price granted granted FY01 FY01 <strong>2001</strong> <strong>2001</strong><br />

81 36'601 - (13) 36'588 17'253<br />

100 490'576 98'115 (17'120) - 80'995 80'995<br />

120 97'300 19'460 (1'930) - 17'530 14'980<br />

375 40'640 - (649) 39'991 -<br />

429 6'334 - (131) 6'203 65<br />

Total 201'150 (19'050) (793) 181'307 113'293<br />

Financial Statements<br />

Leica Geosystems | 71


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 72<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

In connection with the Leica Geosystems Group Acquisition, the Company adopted an employee<br />

equity incentive plan providing for the purchase by directors, executives and other employees of<br />

LGSN shares and for the grant of options to purchase shares. The plan is administered by the remuneration<br />

and nomination committee of our Board of Directors. All options automatically vested upon<br />

completion of our initial public offering. Certain of the options granted in March <strong>2000</strong> did not vest<br />

automatically upon completion of our initial public offering, but will instead vest in December <strong>2001</strong>.<br />

Subject to certain limitations, all vested options may be exercised at any time prior to October 2005.<br />

Shares acquired by employees under the 1998 plan will be newly issued by us out of conditional<br />

capital. The numbers in the above table have been adjusted to reflect the 5:1 reverse stock split<br />

implemented prior to our initial public offering.<br />

In June <strong>2000</strong>, the Company adopted a new employee equity incentive plan (the "<strong>2000</strong> Employee<br />

Plan"). The <strong>2000</strong> Employee Plan is administered by the remuneration and nomination committee of<br />

our Board of Directors. Except as otherwise determined by the remuneration and nomination<br />

committee, under the <strong>2000</strong> Employee Plan, it is intended to grant, over the next two years, options to<br />

directors and employees to purchase approximately 6% of the outstanding shares. Each grant will<br />

vest in equal annual tranches over a four-year term, will remain in effect for seven years from the<br />

date of grant until they lapse and will have an exercise price at or near the market price of the shares<br />

on the date the option is granted. On July 11, <strong>2000</strong>, pursuant to the <strong>2000</strong> Employee Plan, the<br />

Company granted options to directors and employees to purchase up to 40’640 shares, following<br />

completion of our initial public offering, with an exercise price equal to CHF 375, the offer price of our<br />

initial public offering. The <strong>2000</strong> Employee Plan includes customary provisions in respect of accelerated<br />

vesting and lapsing of options upon termination of employment, retirement, death and disability.<br />

Shares acquired by employees under the <strong>2000</strong> Employee Plan will either be newly issued by the<br />

Company under the conditional capital or purchased in open market transactions.<br />

Upon completion of the recent acquisition of Cyra Technologies, the Company assumed Cyra<br />

Technologies' previous stock option plan. Outstanding options to acquire Cyra Technologies shares<br />

were automatically converted in options to acquire up to an aggregate of 42’935 of LGSN shares,<br />

at exercise prices ranging from CHF 81 to CHF 429 per share. Options in respect of approximately<br />

17’318 shares are currently vested, with the balance vesting in tranches over the next 5 years.<br />

In order to hedge potential obligations upon exercise of these former Cyra Technologies options,<br />

42’935 new shares have been subscribed for by Credit Suisse in a fiduciary capacity.<br />

24. RELATED PARTY TRANSACTIONS<br />

Associated companies<br />

Since October 1, 1997, the Leica Geosystems Group has been operating as a separate legal group<br />

from the Microsystems Group.<br />

On October 2, 1998, Leica Geosystems was acquired by Investcorp. The Company received<br />

certain consulting services from Investcorp. The consolidated financial statements for the year ended<br />

March 31, <strong>2000</strong>, included expense of CHF 172 (1999: CHF 150) relating to such services.<br />

No equivalent amount was expensed in fiscal year <strong>2001</strong>.<br />

As reported in Note 17 the Company absorbed capital transaction costs on behalf of the owners<br />

(Investcorp), related to the IPO (July <strong>2000</strong>) amounting to CHF 3'504.<br />

During the year ended March 31, <strong>2001</strong>, the Company effected certain transactions at arms-length<br />

with its non-consolidated associated company LH Systems LLC, as follows: Sales of products and<br />

services of CHF 3'381 (<strong>2000</strong>: CHF 11'301) as well as purchases of products and services of CHF 6'897<br />

(<strong>2000</strong>: CHF 4'559).<br />

Executive Officer and Director Compensation<br />

Four members of the Board of Directors of the Company received a directors fee of CHF 350 (in total)<br />

per annum plus any costs and expenses incurred in connection with their serving as members of the<br />

Board. In addition certain members of the Board have been granted 4’381 options. By March 31,<br />

<strong>2001</strong>, 2’892 Board member options at a exercise price of CHF 100 had vested. Certain restrictions<br />

apply to the Board members’ rights to sell their shares or exercise or sell their options.<br />

For fiscal year <strong>2001</strong>, executive officers and directors compensation aggregated CHF 2'891 in salaries<br />

and bonus payments, comprised of CHF 2'154 and CHF 737 respectively, and aggregated CHF 136 in<br />

pension contributions.<br />

At March 31, <strong>2001</strong> the executive officers and directors owned 28'199 options of which 24'521 are<br />

vested. An additional 20’505 options are held as reserve for management and Board members.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

25. EARNINGS PER SHARE<br />

Basic earnings per share is calculated by dividing the net profit available for shareholders by the<br />

weighted average number of ordinary shares outstanding and issued during the year, excluding the<br />

number of shares purchased by the Company and held as treasury shares.<br />

Financial Statements<br />

Leica Geosystems | 73<br />

October 3, 1998 Year ended Year ended<br />

to March 31, March 31, March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Net income/(loss) attributable to shareholders (35'151) 2'476 (7'989)<br />

Weighted average number of ord shares in issue (in thousands) (*) 1'500 1'500 1'887<br />

Basic earnings per share (single Swiss francs per individual share) (23.43) 1.65 (4.23)<br />

(*) Restated by reverse share split (5:1)<br />

For the share options, a calculation is done to determine the number of shares that could have been<br />

acquired at market price. The calculation serves to calculate the extent of the dilutive effect. No<br />

adjustments are made to net profit for this options calculation.<br />

Net income/(loss) attributable to shareholders<br />

Weighted average number of ord shares in issue (in thousands) (*)<br />

Adjustment for share options (in thousands)<br />

Weighted average number of ordinary shares for diluted earnings<br />

per share (in thousands)<br />

Diluted earnings per share<br />

(*) Restated by reverse share split (5:1)<br />

For the diluted earnings per share the weighted average number of ordinary shares in issue is adjusted<br />

to assume conversion of all potentially dilutive ordinary shares (see Note 23). The Company has<br />

share options granted to management and employees which qualify as potentially dilutive ordinary<br />

shares.<br />

Leica Geosystems Holdings AG paid no dividends in Fiscal 1999, <strong>2000</strong> or <strong>2001</strong>.<br />

For the period<br />

October 3, 1998 Year ended Year ended<br />

to March 31, March 31, March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

(35'151) 2'476 (7'989)<br />

1'500 1'500 1'887<br />

- 74 -<br />

1'500 1'574 1'887<br />

(23.43) 1.58 (4.23)


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 74<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

26. POST BALANCE SHEET EVENTS<br />

In connection with the expansion into remote sensing and GIS mapping, Leica Geosystems recently<br />

entered into agreements to make two acquisitions. These acquisitions will enable the Company not<br />

only to offer what it believes is the most comprehensive world-wide program of surveying technology<br />

sensors from terrestrial platforms (including TPS tachometers, GPS and three-dimensional laser<br />

scanning), but also to become a global leader in acquiring remote sensing data from satellites and<br />

aerial photographs from airplanes.<br />

Following the closing of these acquisitions, ERDAS and LH Systems will form the core of our GIS and<br />

mapping business division. The following is an overview of each of these companies.<br />

ERDAS, Inc.<br />

On May 11, <strong>2001</strong>, the Company acquired 100% of the outstanding shares of ERDAS Inc. for total purchase<br />

price consideration of USD 48.1 million or CHF 84.6 million. USD 30.0 million (CHF 52.9 million)<br />

were purchased by cash, the remaining USD 18.1 million (CHF 31.7 million) purchase comprised of<br />

62'762 shares. We are financing the cash of the purchase price entirely with borrowings under the<br />

Revolving Credit Facility.<br />

Based in Atlanta, Georgia, ERDAS is a pioneer and leader in remote sensing software. ERDAS offers<br />

a suite of software used to produce image-based maps for a variety of customers and applications.<br />

ERDAS's software is based on modern technologies and is used on ESRI’s ArcInfo V8 platform, the<br />

same platform that Leica Geosystems currently uses for its GIS and surveying products.<br />

LH Systems LLC<br />

On April 27, <strong>2001</strong>, the Company entered into an agreement to purchase the 50% interest in LH Systems<br />

that it does not already own from BAE Systems, the joint venture partner, for approximately<br />

USD 15 million in cash. The acquisition of BAE Systems' membership interest is being financed<br />

entirely with borrowings under the Revolving Credit Facility. Closing is expected in June <strong>2001</strong>.<br />

Based in San Diego, California, LH Systems is a pioneer and leader in aerial photography and<br />

sensing, as well as in photogrammetry. LH Systems offers a product line of aerial cameras and has<br />

recently introduced the first digital airborne sensor. LH Systems has, over the past ten years,<br />

migrated from a distributor of analog/analytical photogrammetric equipment (manufactured by Leica<br />

Geosystems) to a distributor of digital photogrammetric software (developed by BAE Systems).


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

27. DIFFERENCES BETWEEN IAS AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES<br />

The accompanying consolidated financial statements have been prepared in accordance with IAS,<br />

which, as applied by the Company, differ in certain significant respects from generally accepted<br />

accounting principles in the United States (“U.S. GAAP”). Such differences involve methods for<br />

measuring the amounts shown in the financial statements, as well as the disclosures contained<br />

within the financial statements. The effects of the application of U.S. GAAP to net income/(loss) and<br />

shareholders’ equity are set out in the tables below:<br />

Predecessor Successor<br />

April 1, 1998 October 3, 1998 Year ended Year ended<br />

to October 2, to March 31, March 31, March 31,<br />

Notes 1998 1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF CHF<br />

Net Income/(Loss) under IAS 12’418 (35’151) 2’476 (7’989)<br />

U.S. GAAP adjustments:<br />

Research and development in process (i) — (31’200) — (219)<br />

Amortization of goodwill (i) — 2’836 5’672 6’038<br />

Amortization of other intangible assets (i) (14) (2’844) (5’688) (7’218)<br />

Forward exchange contracts (ii) — 515 (3’272) 2’802<br />

Capitalization of software development costs (iii) 62 (32) (2’485) (2’491)<br />

Amortization of software development costs (iii) (1’837) (1’827) (2’879) (1’167)<br />

Capitalization of hardware development costs (iv) (9’321) (8’011) (9’967) (10’300)<br />

Amortization of hardware development costs (iv) — 143 4’014 8’668<br />

Stock-based compensation (v) — — (267) (8’124)<br />

Equity transaction expenses (vi) — — — 7’096<br />

Other items (56) — — —<br />

Deferred tax effect on U.S. GAAP adjustments 2’792 3’014 6’771 2’726<br />

Net income/(loss) reported under U.S. GAAP 4’044 (72’557) (5’625) (10’178)<br />

Basic loss per share under U.S. GAAP (48.37) (3.75) (5.39)<br />

Diluted loss per share under U.S. GAAP (48.37) (3.75) (5.39)<br />

Shares used in computing basic and diluted loss<br />

per share under U.S. GAAP 1’500 1’500 1’887<br />

March 31,<br />

Notes <strong>2000</strong> <strong>2001</strong><br />

CHF CHF<br />

Shareholders' equity under IAS 129’769 363’674<br />

U.S. GAAP adjustments:<br />

Acquisition accounting (i) (8’362) (9’761)<br />

Forward exchange contracts (ii) (3’328) (526)<br />

Software development costs (iii) (1’910) (5’568)<br />

Hardware development costs (iv) (23’755) (25’387)<br />

Stock-based compensation (v) (267) (7’367)<br />

Other items — —<br />

Deferred tax effect on U.S. GAAP adjustments (15’483) (11’361)<br />

Total U.S. GAAP adjustments (53’105) (59’970)<br />

Shareholders' equity reported under U.S. GAAP 76’664 303’704<br />

A summary of the principal differences and additional disclosures applicable to the Company are set<br />

out below:<br />

(i) Acquisition Accounting<br />

In accordance with IAS 22 (revised 1998), the difference between the purchase price and the aggregate<br />

fair value of tangible and intangible assets and liabilities acquired in a business combination is<br />

capitalized as goodwill and amortized over its useful life, not to exceed 20 years. Intangible assets<br />

are only recognized when the Company can rent, sell, exchange, or distribute the assets without<br />

disposing of the future economic benefits associated with those assets.<br />

U.S. GAAP requires the application of the purchase method of accounting to the Company's<br />

acquisition transactions, in which the cost of an investment is assigned to the tangible and identifiable<br />

intangible assets acquired and liabilities assumed on the basis of their fair values at the date of<br />

acquisition. Any excess of cost over fair value of net assets acquired is recorded as goodwill, which<br />

is then amortized over its expected useful economic life, not to exceed 40 years. Goodwill arising on<br />

acquisition of the Acquisition was CHF 28’853 under U.S. GAAP.<br />

Financial Statements<br />

Leica Geosystems | 75


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 76<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

The following represents the allocation of the purchase price to the net assets acquired<br />

in the Acquisition in accordance with U.S. GAAP:<br />

CHF<br />

Total purchase price:<br />

Operating business 298’700<br />

Acquisition costs 8’300<br />

307’000<br />

Less: Historical invested equity 109’794<br />

Excess of total purchase price over historical net assets 197’206<br />

Less: Fair value adjustments to the historical net assets<br />

Research and development - In processs 31’200<br />

License agreements 46’300<br />

Inventories 41’800<br />

Property, plant and equipment 40’700<br />

Patents 36’600<br />

Dealer network 15’000<br />

Other intangibles 7200<br />

Pension liabilities (4’730)<br />

Deferred taxes (45’717)<br />

Excess of total purchase price over fair value of historical adjusted net assets 28’853<br />

An additional amount of CHF 77’873 was recorded in conjunction with the Cyra acquisition during<br />

fiscal year <strong>2001</strong> under the purchase method of accounting in accordance with U.S. GAAP. The net fair<br />

values of assets acquired consisted of cash (CHF 6’226), trade accounts receivable (CHF 4’577), inventories<br />

(CHF 5’485), tangible fixed assets (CHF 1’887), other intangible assets (CHF 30’002), other<br />

assets (CHF 347), trade payables and accrued liabilities (CHF 8’452), stock option liability (CHF 6’820),<br />

long term financial debts (CHF 8’694) and other liabilities (CHF 3’177). In addition, the Company<br />

incurred accumulated losses of CHF 3’008 since April 1, <strong>2000</strong> until February 21, <strong>2001</strong>.<br />

For the purpose of the reconciliation to U.S. GAAP, goodwill related to the Acquisition and the Cyra<br />

acquisition are generally being amortized through the consolidated statements of income on a<br />

straight-line basis over the estimated useful life of the corresponding acquisition, ranging from<br />

10 to 20 years. Identified intangible assets are amortized over their estimated useful lives ranging<br />

from 3 to 40 years. Acquired research and development in-process is immediately expensed under<br />

U.S. GAAP, which is not allowed under IAS.<br />

(ii) Forward Exchange Contracts<br />

The Company historically has entered into forward foreign exchange contracts that are intended to<br />

fix the exchange rate on certain anticipated intercompany sales and purchases. Such contracts have<br />

maturities of up to one year. No specific guidance for forward exchange contracts exists under IAS<br />

as it is currently applied by the Company. As such, the Company applies hedge accounting whereby<br />

gains and losses on forward exchange contracts are recognized only when the underlying transactions<br />

are settled. For U.S. GAAP purposes, under SFAS No. 80 ”Accounting for Futures Contracts”,<br />

these foreign exchange contracts do not qualify for hedge accounting. Accordingly, under U.S. GAAP,<br />

foreign currency forward contracts purchased by the Company are marked to market at the balance<br />

sheet date, with the resulting profit or loss recognized in the consolidated statements of income.<br />

(iii) Software Development Costs<br />

The Company applies IAS 38, “Intangible Assets” which requires capitalization of software development<br />

costs if the Company can demonstrate that the assets will generate probable future economic<br />

benefits. Costs to obtain new technology, and to search for, design or evaluate project alternatives<br />

are expensed as incurred. Costs to design, develop and test software are capitalized. Capitalized<br />

software costs are amortized on a straight-line basis, beginning when the products are available for<br />

use.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Under U.S. GAAP, the costs related to the conceptual formulation and design of software products<br />

and other costs incurred prior to establishment of the technological feasibility are expensed as<br />

product development costs. Costs incurred subsequent to establishment of the technological feasibility<br />

of software products are capitalized in accordance with SFAS No. 86, ”Accounting for the Costs of<br />

Computer Software to be Sold, Leased, or Otherwise Marketed”. Amortization of capitalized software<br />

costs, which begins when products are available for general release to customers, is calculated based<br />

on the ratio of current period revenues to expected total revenues over the life of the product or on a<br />

straight-line basis.<br />

Software development costs under U.S. GAAP consist of the following:<br />

CHF<br />

Net amount capitalized at March 31, 1998 7’088<br />

Gross amount capitalized 2’434<br />

Amortization expense (3’674)<br />

Net amount capitalized at March 31, 1998 5’848<br />

Gross amount capitalized 1’745<br />

Amortization expense (3’501)<br />

Net amount capitalized at March 31, <strong>2000</strong> 4’092<br />

Gross amount capitalized 5’961<br />

Amortization expense (2’882)<br />

Net amount capitalized at March 31, <strong>2001</strong> 7’171<br />

(iv) Hardware Development Costs<br />

The Company applies IAS 38, “Intangible Assets” which requires capitalization of hardware development<br />

costs if the Company can demonstrate that the assets will generate probable future economic<br />

benefits. Under U.S. GAAP, these costs must be expensed as incurred.<br />

(v) Stock-based Compensation<br />

The Company does not account for stock-based compensation, as it is not required under IAS. Under<br />

U.S. GAAP, the Company applies SFAS No. 123, ‘‘Accounting for Stock-Based Compensation’’ and<br />

related interpretations in accounting for its plans. As described in Note 23, the Company has two<br />

plans that are subject to measurement under SFAS No. 123, the 1998 Employee Incentive Equity Participation<br />

Plan and the <strong>2000</strong> Stock Option Plan, which includes options converted under the 1996 Cyra<br />

Stock Option Plan (the “Plans”). Compensation expense is computed based on the fair value of the<br />

options at the grant date and are recognized over the vesting period. CHF 1’421 of compensation<br />

expense was recorded for the new <strong>2001</strong> option grants under U.S. GAAP.<br />

In conjunction with the initial public offering on July 12, <strong>2000</strong>, 105’125 options were accelerated and<br />

became immediately vested. As a result, CHF 5’679 was recorded as compensation expense under<br />

U.S. GAAP.<br />

In addition to the stock option plans mentioned above, the Company also entered into a stock<br />

purchase plan that allowed<br />

eligible employees to purchase stock at a 20% discount of the initial offering price. 13’649 shares<br />

were purchased by employees at a discounted price of CHF 300 per share. The market value for<br />

these shares were CHF 375 at the date of purchase and as a result, CHF 1’024 of compensation<br />

expense was incurred during fiscal year <strong>2001</strong> under U.S. GAAP. Under IAS, these costs, net of tax<br />

are deducted directly from shareholders’ equity.<br />

Fair values are estimated using the Black-Scholes option pricing model, based on the following<br />

assumptions:<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

Dividend yield 0% 0% 0%<br />

Expected volatility 0% 0% 45.6%<br />

Risk-free interest rate 3% 3.8% 3.1%<br />

Expected life 5 Years 3 Years 4.5 Years<br />

The weighted-average fair values for stock options granted were CHF 13.75, CHF 272.70 and CHF<br />

197.40 during 1999, <strong>2000</strong>, and <strong>2001</strong>, respectively (stated in single Swiss Francs).<br />

Financial Statements<br />

Leica Geosystems | 77


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 78<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

The following table summarizes information concerning stock options outstanding under the Plans at March 31, <strong>2001</strong>:<br />

Options Outstanding Options Exercisable<br />

Number Weighted Average Number<br />

Range of Outstanding at Remaining Weighted Exercisable at Weighted Average<br />

Exercise Prices March 31, <strong>2001</strong> Contractual Life Exercise Price March 31, <strong>2001</strong> Exercise Price<br />

CHF CHF<br />

81 36’588 7.92 81.00 17’253 81.00<br />

100-120 98’525 4.82 103.56 95’975 103.12<br />

375-429 46’194 6.77 382.25 65 429.00<br />

The following table summarizes the activity for the Plans (in single Swiss Francs):<br />

Number of Weighted<br />

Shares Average<br />

Exercise Price<br />

CHF<br />

Balance March 31, 1998 — —<br />

Granted 99’005 100.00<br />

Balance March 31, 1999 99’005 100.00<br />

Granted 19’460 120.00<br />

Cancelled (1’780) 100.00<br />

Balance March 31, <strong>2000</strong> 116’685 103.35<br />

Granted 41’530 369.11<br />

Acquisitions 42’935 132.34<br />

Exercised (19’050) 102.03<br />

Cancelled (793) 379.10<br />

Balance March 31, <strong>2001</strong> 181’307 170.01<br />

(vi) Equity transaction expenses<br />

Under U.S. GAAP, costs attributable to share issuances are recorded as a deduction from<br />

shareholders’ equity. Under IAS, SIC-17 prohibits costs that are directly related to an initial public<br />

offering being deducted from shareholders’ equity. Under IAS, such costs are recorded as expense<br />

in the Income Statement.<br />

(vii) Loss on early settlements of debt<br />

Under U.S. GAAP, gains (losses) recorded on early settlements of debt are recorded in the consolidated<br />

statements of income. The Company settled CHF 129’957 of debt early using the proceeds from<br />

its initial public offering. The Company results for fiscal year <strong>2001</strong> would have been reported differently<br />

as follows under U.S. GAAP: Income/(loss) before tax would have been higher than IAS by<br />

CHF 43’780 and an extraordinary loss of CHF 41’655, net of tax or CHF 22.07 per share would have<br />

been recorded in the consolidated statements of income.<br />

(viii) Other U.S. GAAP Disclosure Items<br />

Pension provisions:<br />

Under IAS, pension costs and similar obligations are accounted for in accordance with IAS 19 revised,<br />

‘‘Employee Benefits’’. Under U.S. GAAP, pension costs for defined benefit plans are accounted<br />

for in accordance with SFAS No. 87, ‘‘Employers’ Accounting for Pensions’’ and the disclosures are<br />

presented in accordance with SFAS No. 132, ‘‘Employers’ Disclosures about Pensions and Other<br />

Post-retirement Benefits’’. The assumptions used to prepare actuarial valuations for the plans are the<br />

same under IAS and U.S. GAAP. The projected benefit obligation and the fair value of plan assets are<br />

the same under IAS and U.S. GAAP for all periods presented.<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF<br />

Funded status:<br />

Funded status at year end 12’641 (23’973)<br />

Unrecognized net actuarial (gain)/loss (38’942) 3’751<br />

Unrecognized prior service cost 4’800 4’360<br />

Accrued benefit cost (21’501) (15’862)<br />

Amounts recognized in the balance sheet:<br />

(Accrued) benefit liability (21’501) (15’862)<br />

Accrued benefit cost (21’501) (15’862)


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

1999<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Benefit cost:<br />

Service cost 18’699 19’057 16’963<br />

Interest cost 16’225 16’815 17’867<br />

Expected return on plan assets (21’051) (22’827) (22’855)<br />

Amortization of prior service cost 45 440 440<br />

Recognized actuarial (gain)/loss 3’580 (376) (4)<br />

Amortization of transition obligation 3’053 — 267<br />

Plan participants’ contributions (6’410) (6’337) (6’506)<br />

Loss on plan settlement — 1’272 —<br />

Net periodic pension benefit cost 14’141 8’044 6’172<br />

Other comprehensive income:<br />

SFAS No. 130 “<strong>Report</strong>ing Comprehensive Income” established standards for the reporting and<br />

display of comprehensive income and its components. Comprehensive income includes net income<br />

on all changes in equity during a period that arise from non-owner sources, such as the effects of<br />

foreign currency translation. The additional disclosures required under U.S. GAAP are as follows:<br />

March 31,<br />

1999 <strong>2000</strong> <strong>2001</strong><br />

CHF CHF CHF<br />

Net income/(loss) under U.S. GAAP (72’557) (5’625) (10’178)<br />

Other comprehensive income:<br />

Foreign currency translation adjustment 4’361 8’083 2’973<br />

Comprehensive income/(loss) under U.S. GAAP (68’196) 2’458 (7’205)<br />

Income Taxes<br />

Under U.S. GAAP, future tax benefits resulting from the recognition of net operating losses existing<br />

at the acquisition date would have been reflected as a reduction of goodwill and other intangible<br />

assets.<br />

Recently issued accounting standards:<br />

International Accounting Standards<br />

IAS 39 “Financial Instruments: Recognition and Measurement” requires all financial assets and<br />

financial liabilities to be recognized on the balance sheet, including all derivatives. They are initially<br />

measured at cost, which is the fair value or whatever was paid or received to acquire the financial<br />

asset or liability. Subsequent to initial recognition, all financial assets should be measured at fair<br />

value except for certain specified exceptions. After acquisition most financial liabilities should be<br />

measured at original recorded amount less principal repayments and amortization. For those<br />

financial assets and liabilities that are remeasured to fair value, the Company can either recognize<br />

the adjustment in the income statement or in equity until the asset is sold.<br />

Upon adoption of the standard on April 1, <strong>2001</strong>, the Company will record a one-time debit to retained<br />

earnings for the initial adoption of IAS 39 totalling approximately CHF 526 (before tax) related to net<br />

unrealized gains and losses on foreign exchange contracts.<br />

In connection with IAS 39, various revisions have been made to IAS 32 “Financial Instruments:<br />

Disclosure and Presentation” in order to make the authoritative literature and underlying accounting<br />

guidelines consistent. The revisions to IAS 32 become effective for periods beginning on or after<br />

July 1, <strong>2001</strong>. The effect of these revisions will require additional disclosures in conjunction with the<br />

implementation of IAS 39 as described above.<br />

US GAAP<br />

Statement of Financial Accounting Standards 133, “Accounting for Derivative Financial Instruments”<br />

(SFAS 133), as amended by SFAS No. 137 and No. 138 requires all derivative instruments to be<br />

recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded<br />

each period in current earnings or other comprehensive income.<br />

Management has determined that the provisions of SFAS 133, as amended will not have a material<br />

effect on the Company.<br />

Financial Statements<br />

Leica Geosystems | 79


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

Leica Geosystems | 80<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

For the years ended March 31, 1999, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

28. LIST OF COMPANIES INCLUDED IN THE LEICA GEOSYSTEMS CONSOLIDATED ACCOUNTS AT MARCH 31, <strong>2001</strong><br />

Company Registered seat Shares held<br />

Leica Geosystems Holdings AG Heerbrugg, Switzerland Holding<br />

Leica Geosystems Finance B.V. Rijswijk, The Netherlands 100%<br />

Leica Geosystems Finance plc. Milton Keynes, United Kingdom 100%<br />

Leica Geosystems AG Heerbrugg, Switzerland 100%<br />

Leica Geosystems Holdings, Inc. Atlanta, GA, USA 100%<br />

Leica Geosystems Holdings B.V. Rijswijk, The Netherlands 100%<br />

Leica Geosystems Inc. Atlanta, GA, USA 100%<br />

Leica Technologies Inc. Leesburg, VA, USA 100%<br />

Leica Geosystems Ltd. Milton Keynes, United Kingdom 100%<br />

Leica Geosystems SARL Le Pecq Cedex, France 100%<br />

Leica Geosystems GmbH Vertrieb Munich, Germany 100%<br />

Polymeca AG Heerbrugg, Switzerland 100%<br />

SwissOptic AG Heerbrugg, Switzerland 100%<br />

Wiltronic AG Heerbrugg, Switzerland 100%<br />

Leica Geosystems B.V. Rijswijk, The Netherlands 100%<br />

Leica Geosystems S.p.A. Milano, Italy 100%<br />

Leica Geosystems SL Barcelona, Spain 100%<br />

Leica Geosystems Lda Aboboda, Portugal 100%<br />

Leica Geosystems A/S Herlev, Denmark 100%<br />

Leica Geosystems AB Sollentuna, Sweden 100%<br />

Leica Geosystems AS Oslo, Norway 100%<br />

Leica Geosystems Ltd. Willowdale, Ontario, Canada 100%<br />

Leica Geosystems S.A. de C.V. Mexico D.F., Mexico 100%<br />

Leica Geosystems Ltd. Hong Kong, China 100%<br />

Leica Geosystems Pty Ltd. North Ryde, Australia 100%<br />

Leica Geosystems K.K. Tokyo, Japan 100%<br />

Cyra Technologies Inc. Oakland, CA, USA 100%<br />

Laser Alignment Inc. Grand Rapids, MI, USA 100%<br />

Laser Alignment GmbH Eresing, Germany 100%<br />

Leica Geosystems (Singapore) Pte Ltd. Singapore, Singapore 100%<br />

Leica Instruments (Singapore) Pte Ltd. Singapore, Singapore (1)<br />

LH Systems, LLC and Subsidiaries Wilmington, Delaware, USA 50%<br />

NovaLIS Technologies Ltd. Halifax, Nova Scotia, Canada 38%<br />

AED Graphics AG Bonn, Germany 25%<br />

(1) This company is a joint venture between Leica Geosystems (Singapore) Pte Ltd and Leica Microsystems (SEA) Pte Ltd,<br />

Singapore, which is a company of the Leica Microsystems Group. Leica Geosystems Holdings AG is only, and solely,<br />

entitled to the results of the geosystems activities for which separate financial records are maintained.


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

<strong>Report</strong> of the group auditors<br />

to the Shareholders and Board of Directors of<br />

Leica Geosystems Holdings AG<br />

Heerbrugg, Switzerland<br />

We have audited the consolidated balance sheets of Leica Geosystems Holdings AG and its<br />

subsidiaries as of March 31, 1999, <strong>2000</strong>, and <strong>2001</strong>, and the related consolidated statements of income,<br />

cash flows, and of shareholders' equity for the periods April 1, 1998 to October 2, 1998 and October 3,<br />

1998 to March 31, 1999 and the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong>. These consolidated<br />

financial statements are the responsibility of the Board of Directors. Our responsibility is to express an<br />

opinion on these consolidated financial statements based on our audits. We confirm that we meet the<br />

Swiss legal requirements concerning professional qualification and independence.<br />

Our audits were conducted in accordance with auditing standards promulgated by the Swiss profession<br />

and with auditing standards generally accepted in the United States of America. Those standards<br />

require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated<br />

financial statements are free from material misstatement. We have examined on a test basis<br />

evidence supporting the amounts and disclosures in the consolidated financial statements. We have<br />

also assessed the accounting principles used, significant estimates made and the overall consolidated<br />

financial statement presentation. We believe that our audits provide a reasonable basis for our<br />

opinion.<br />

In our opinion the consolidated financial statements give a true and fair view of the financial position<br />

of Leica Geosystems Holdings AG as of March 31, 1999, <strong>2000</strong> and <strong>2001</strong> and the results of operations<br />

and its cash flows for the periods April 1, 1998 to October 2, 1998 and October 3, 1998 to March 31,<br />

1999 and the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong> in accordance with the International<br />

Accounting Standards (IAS) and comply with Swiss law.<br />

International Accounting Standards vary in certain respects from accounting principles generally<br />

accepted in the United States of America. The application of the latter would have affected the<br />

determination of the net income of Leica Geosystems Holdings AG expressed in Swiss francs for the<br />

periods April 1, 1998 to October 2, 1998 and October 3, 1998 to March 31, 1999 and the years ended<br />

March 31, <strong>2000</strong> and March 31, <strong>2001</strong> and the determination of equity of Leica Geosystems Holdings AG<br />

also expressed in Swiss francs as of March 31, 1999, <strong>2000</strong> and <strong>2001</strong> to the extent summarized in<br />

Note 27 to the consolidated financial statements.<br />

We recommend that the consolidated financial statements submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

Wanda Eriksen Peter Binz<br />

Zurich<br />

June 7, <strong>2001</strong><br />

Financial Statements<br />

Leica Geosystems | 81


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Statutory Financial Statements<br />

Leica Geosystems | 82<br />

BALANCE SHEETS<br />

as of March 31, <strong>2000</strong> and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

March, 31<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF<br />

ASSETS<br />

Current assets<br />

Banks<br />

Other receivables<br />

- 1<br />

Third parties 1 205<br />

Own shares - 106<br />

Short term loans - 864<br />

Total current assets 1 1'176<br />

Non-current assets<br />

Financial assets<br />

Investments 148'547 217'136<br />

Loans to Group companies 80'751 242'871<br />

Other Loans - 5'123<br />

Intangible assets 2'816 -<br />

Total non-current assets 232'114 465'130<br />

TOTAL ASSETS 232'115 466'306<br />

LIABILITIES AND SHAREHOLDERS' EQUITY<br />

Current liabilities<br />

Accruals and deferred income 427 784<br />

Total current liabilities 427 784<br />

Non-current liabilities<br />

Loans<br />

Third parties 69'504 76'000<br />

Group companies 13'717 12'755<br />

Total non-current liabilities 83'221 88'755<br />

Total liabilities 83'648 89'539<br />

Shareholders' equity<br />

Share capital 75'000 113'246<br />

Share premium - 176'689<br />

Legal reserves 15'000 15'000<br />

Reserve own shares - 106<br />

Free reserves 59'099 58'994<br />

Available earnings (632) 12'732<br />

Total shareholders' equity 148'467 376'767<br />

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 232'115 466'306


LEICA GEOSYSTEMS HOLDINGS AG Statutory Financial Statements<br />

STATEMENTS OF INCOME<br />

for the years ended March 31, <strong>2000</strong> and March 31, <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

Year ended Year ended<br />

March 31, March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

CHF CHF<br />

INCOME<br />

Dividend group companies - 8'646<br />

Other financial income 4'050 8'592<br />

Realized exchange gains - 1'218<br />

Other income 794 1'248<br />

Total income 4'844 19'704<br />

EXPENSE<br />

Financial expense (3'833) (3'711)<br />

Administrative expense (79) (45)<br />

Realized exchange loss (475) (942)<br />

Amortization of incorporation expense (1'065) (1'559)<br />

Tax expenses (25) (82)<br />

Total expense (5'477) (6'339)<br />

Net income/(loss) (633) 13'365<br />

Financial Statements<br />

Leica Geosystems | 83


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Statutory Financial Statements<br />

Leica Geosystems | 84<br />

NOTES TO THE FINANCIAL STATEMENTS<br />

For the years ended March 31, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

NOTES IN ACCORDANCE WITH ARTICLE 663B OF THE SWISS CODE OF OBLIGATIONS<br />

1. Contingent liabilities<br />

Under the terms of the Revolving Credit Facility Agreement, amended and restated on July 17, <strong>2000</strong>,<br />

Leica Geosystems Holdings AG is a joint and several guarantor for the repayment of borrowings of<br />

the subsidiaries up to a maximum amount of CHF 175 million (additionally the various subsidiaries<br />

of Leica Geosystems Holdings AG are jointly and severally liable as cross guarantors).<br />

2. Significant Investments<br />

March 31,<br />

Interest in <strong>2000</strong> <strong>2001</strong><br />

capital Capital Capital<br />

Leica Geosystems Finance BV, Rijswijk NLG 100% 40 40<br />

Laser Alignment Inc, Grand Rapids USD 100% - 0<br />

Cyra Technologies Inc, Oakland USD 100% - 0<br />

Leica Geosystems Finance B.V. is a holding and financing company. Laser Alignment Inc. and Cyra<br />

Technologies Inc. comprise development, production and selling activities.<br />

3. Authorized Capital<br />

According to Art. 4b of the Articles of Association of LGS Holdings AG as approved on the General<br />

Meeting of Shareholders on July 10, <strong>2000</strong>, the Board of Directors is authorized to increase up to July<br />

10, 2002, the share capital through issue of a maximum of 405'000 fully liberated registered shares<br />

with a nominal value of CHF 50 (in single Swiss Francs) each up to a maximum amount of CHF<br />

20'250.<br />

Number Nom. Value<br />

of shares in CHF<br />

Authorized capital as approved on July 10, <strong>2000</strong> 405'000 20'250<br />

Authorized capital issued for acquisition of Cyra (220'983) (11'049)<br />

Outstanding authorized capital as of March 31, <strong>2001</strong> 184'017 9'201<br />

4. Conditional capital<br />

Art. 4b of the Articles of Association of LGS Holdings AG stipulates: Through the<br />

exercise of option rights for the purpose of the participation of employees, consultants<br />

or board members of the Leica Geosystems Group, the share capital of the<br />

Company shall be increased without any time limitation under the exclusion of the<br />

subscription rights of the shareholders through the issue of a maximum of 285'786<br />

fully liberated registered shares with a nominal value of CHF 50 (in single Swiss<br />

Francs) each up to a maximum amount of CHF 14'289. The issue of shares<br />

below the stock market price is authorized. The conditions of participation shall<br />

be decided by the Board of Directors.<br />

Number Nom. Value<br />

of shares in CHF<br />

Conditional capital as approved on July 10, <strong>2000</strong> 285'786 14'289<br />

Conditional capital issued (18'944) (947)<br />

Outstanding conditional capital as of March 31, <strong>2001</strong> 266'842 13'342


LEICA GEOSYSTEMS HOLDINGS AG Consolidated Financial Statements<br />

NOTES TO THE FINANCIAL STATEMENTS<br />

For the years ended March 31, <strong>2000</strong>, and <strong>2001</strong><br />

(in thousands unless otherwise stated)<br />

5. Significant Shareholders<br />

March 31,<br />

<strong>2000</strong> <strong>2001</strong><br />

in % in %<br />

J. & W. Seligman & Co, New York - 5.01<br />

JP Morgan Chase & Co and its subsidiaries, London - 6.04<br />

6. Transactions with own shares<br />

Year ended<br />

March 31, At a<br />

<strong>2001</strong> Price of<br />

Acquired on Initial Public Offering 544 375<br />

Sold (262) 375<br />

Own shares at year end 282 375<br />

7. Available earnings<br />

In view of the considerable acquisition program undertaken by the Company, the Board of<br />

Directors does not intend to recommend that a dividend be paid to our shareholders in respect<br />

of fiscal year <strong>2001</strong>. Therefore the Board of Directors recommends to the General Meeting of<br />

Shareholders to carry forward the available earnings of CHF 12'732.<br />

Financial Statements<br />

Leica Geosystems | 85


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Statutory Financial Statements<br />

Leica Geosystems | 86<br />

<strong>Report</strong> of the statutory auditors<br />

to the General Meeting of<br />

Leica Geosystems Holdings AG<br />

Heerbrugg, Switzerland<br />

As statutory auditors, we have audited the accounting records and the financial statements<br />

(balance sheet, income statement and notes) of Leica Geosystems Holdings AG for the year ended<br />

March 31, <strong>2001</strong>.<br />

These financial statements are the responsibility of the Board of Directors. Our responsibility is to<br />

express an opinion on these financial statements based on our audit. We confirm that we meet the<br />

legal requirements concerning professional qualification and independence.<br />

Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession,<br />

which require that an audit be planned and performed to obtain reasonable assurance about<br />

whether the financial statements are free from material misstatement. We have examined on a test<br />

basis evidence supporting the amounts and disclosures in the financial statements. We have also<br />

assessed the accounting principles used, significant estimates made and the overall financial<br />

statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the accounting records, financial statements and the proposed appropriation<br />

of available earnings comply with the Swiss law and the Company’s articles of incorporation.<br />

We recommend that the financial statements submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

Kurt Jauslin Beat Inauen<br />

St Gallen, June 7, <strong>2001</strong>


LEICA GEOSYSTEMS HOLDINGS AG Other Accounting Information<br />

Normalization<br />

The trend in results, as shown by our audited consolidated financial statements, is distorted to a significant<br />

extent by (i) the accounting for the October 2, 1998, Acquisition, (as described throughout the "Notes<br />

to the consolidated financial statements”), (ii) capitalization of certain development costs which began at<br />

April 1, 1998 (fiscal year 1998/1999), rather than retroactively for all periods presented, in connection with<br />

the change from reporting under Swiss GAAP to IAS, and (iii) certain exceptional and non-recurring<br />

items. For Fiscal Year <strong>2001</strong>, our operating results have been affected only by (ii) above.<br />

The normalization calculation, which has not been audited, has not been prepared in accordance with<br />

IAS or U.S. GAAP and should not be considered an alternative to any IAS or U.S. GAAP measure. The<br />

normalization calculation is not intended to be a substitute for any other measures under either IAS or<br />

U.S. GAAP and is solely for illustrative purposes.<br />

The following table sets forth, for the periods indicated, our EBIT normalized to adjust for the factors described<br />

above. EBIT represents our operating profit plus/(minus) our net gain/(loss) from associated companies.<br />

The normalization adjustments are based on significant assumptions and estimates, details of<br />

which are set out in the notes that follow.<br />

March 31,<br />

in CHF million Note 1999 <strong>2000</strong> <strong>2001</strong><br />

Operating profit as reported (3,6) 36,6 56,6<br />

Net income/(loss) from associated companies 3,2 3,1 (1,0)<br />

<strong>Report</strong>ed EBIT (0,4) 39,7 55,6<br />

Accounting for the Acquisition<br />

Revaluation of inventory (1) 41,8 - -<br />

Amortization of goodwill (2) (3,2) - -<br />

Depreciation (3) (0,7) - -<br />

Implementation of IAS 38<br />

Amortization of development costs (4) (15,8) (13,0) (5,7)<br />

Non-recurring items (5) (1,3) 4,2 -<br />

Normalized EBIT 20,4 30,9 49,9<br />

The following table sets forth, for the periods indicated, our EBITDA, normalized to adjust for the factors<br />

described above. EBITDA represents EBIT, adding back depreciation and amortization.<br />

March 31,<br />

in CHF million Note 1999 <strong>2001</strong> <strong>2000</strong><br />

<strong>Report</strong>ed EBIT (0,4) 39,7 55,6<br />

Depreciation and amortization 23,8 34,0 41,9<br />

<strong>Report</strong>ed EBITDA 23,4 73,7 97,5<br />

Accounting for the Acquisition<br />

Revaluation of inventory (1) 41,8 - -<br />

Implementation of IAS 38<br />

Capitalization of development costs (4) - - -<br />

Non-recurring items (5) (1,3) 4,2 -<br />

Normalized EBITDA 63,9 77,9 97,5<br />

The following table sets forth, for the periods indicated, our EBITDA, normalized to adjust for the factors<br />

described above. EBITDA represents EBIT, adding back depreciation and amortization.<br />

(1) creased by CHF 41.8 million to fair value, defined as their selling price less the costs of disposal and a<br />

reasonable profit allowance for selling effort based on profit for similar finished goods and merchandise.<br />

This adjustment as at the date of the Acquisition reduces the reported gross profit earned on the<br />

sale of the inventory in the period following the Acquisition. It has been assumed that all inventory as<br />

at October 2, 1998, was sold prior to March 31, 1999, and hence the full impact of the fair value<br />

adjustment has been treated as a normalization adjustment in the year ended March 31, 1999.<br />

(2) The Acquisition resulted in the recognition of goodwill of CHF 142.3 million, which is being amortized<br />

over a period of 20 years from October 3, 1998. In the periods prior to October 3, 1998, the only amortization<br />

charge for goodwill related to the goodwill arising on various minor acquisitions made in previous<br />

years. The normalization adjustment produces a constant goodwill amortization charge of CHF<br />

7.1 million in each fiscal year.<br />

(3) The Acquisition resulted in the book value of property, plant and equipment being increased to fair<br />

value, which in turn resulted in an increased depreciation charge in the periods subsequent to October<br />

2, 1998. The normalization adjustment increases the depreciation charge in prior periods to<br />

achieve consistency with subsequent periods.<br />

Financial Statements<br />

Leica Geosystems | 87


Financial Statements LEICA GEOSYSTEMS HOLDINGS AG Other Accounting Informatiom<br />

Leica Geosystems | 88<br />

(4) Under IAS, development expenditure (as opposed to costs of research) is capitalized in accordance<br />

with the criteria set out in IAS. Development expenditure is capitalized from the point at which<br />

the project’s technical feasibility, profitability and payback are established up to the date of product<br />

release to the market and amortized on a straight-line basis over the lifetime of the products<br />

concerned, which we have estimated as generally being three years.<br />

In order to restate fully the results for fiscal 1999, <strong>2000</strong> and <strong>2001</strong> in accordance with IAS, development<br />

ex-penditure would be required to be identified at least as far back as April 1, 1994 (because<br />

development ex-penditure capitalized in fiscal 1995 would result in amortization charges through<br />

fiscal 1998). In preparing our annual financial statements, we did not have sufficient detailed information,<br />

capable of being audited, to identify development expenditure back to this date.<br />

In preparing our consolidated financial statements under IAS, development expenditure has therefore<br />

been capitalized only as from April 1, 1998. As a consequence, the trend in results shown by our audited<br />

consolidated financial statements for fiscal 1999, <strong>2000</strong> and <strong>2001</strong> is distorted by the following factor:<br />

– there being no amortization charge for development expenditure in fiscal 1999 and, for fiscal <strong>2000</strong><br />

and <strong>2001</strong>, the charge relating only to development expenditure capitalized after April 1, 1998, and<br />

not to any development expenditure that would otherwise have been capitalized prior to that<br />

date.<br />

For these reasons, estimated normalization adjustments have been made on the following bases and<br />

as-sumptions:<br />

– it is assumed that, in each year prior to fiscal 1999, development expenditure would have represented<br />

35 % of the research and development expenditure in that year; and<br />

– amortization of development expenditure has been calculated on the assumption that amortization<br />

commences in the year following the incurrence of the relevant expense and that, in accordance<br />

with our accounting policy, such expense is amortized over three years.<br />

The adjustment to development costs amortized in each year reflects the difference between the charge<br />

calculated on the above basis and that actually recorded in our audited consolidated financial statements.<br />

(5) Non-recurring items in each year comprised:<br />

– profits of CHF 1.5 million in fiscal 1999 on the disposal of businesses;<br />

– costs in fiscal <strong>2000</strong> of settling a legal dispute (CHF 1.4 million), establishing our own sales organization<br />

in Japan (CHF 1.0 million) and commissioning a special market study (CHF 0.8 million);<br />

– the write-off of a pension asset of CHF 2.1 million in fiscal <strong>2000</strong> as a result of our withdrawal from<br />

the defined benefit pension scheme in the UK operated jointly with Leica Microsystems; this was<br />

offset by a non-recurring profit of CHF 1.3 million resulting from a reassessment of our U.S. pension<br />

position at the date of the Acquisition; and<br />

– management fees of CHF 0.2 million in each year since the Acquisition which will not recur subsequent<br />

to July <strong>2000</strong>.


Leica Geosystems AG<br />

Investor Relations:<br />

Tel. +41 71 727 44 00<br />

E-mail: investor@leica-geosystems.com<br />

Geosystems<br />

Leica Geosystems AG<br />

Heinrich-Wild-Strasse<br />

CH-9435 Heerbrugg<br />

Switzerland<br />

Tel. +41 71 727 31 31<br />

Fax +41 71 727 46 74<br />

www.leica-geosystems.com

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!