Annual Report 2000/2001
Annual Report 2000/2001
Annual Report 2000/2001
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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