Annual Report 2000/01 - Sonova
Annual Report 2000/01 - Sonova
Annual Report 2000/01 - Sonova
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Moving<br />
to the top<br />
<strong>Annual</strong> <strong>Report</strong><br />
<strong>2000</strong>/<strong>01</strong>
Front cover<br />
At the end of August <strong>2000</strong>, 150 senior Phonak<br />
Group employees met for a week in the Bernese<br />
Oberland. The aim of the meeting was to map out<br />
the company's future and the program was<br />
intensive and demanding. One thing was clear<br />
from the start: we are on the way up.<br />
1<br />
2 Foreword<br />
4 Five-year key figures<br />
5 Management<br />
Financial and business review<br />
7 Overview / financial results<br />
11 Capital structure<br />
12 Products<br />
13 Markets<br />
15 Research and development<br />
19 Production<br />
19 Business information systems<br />
19 Personnel<br />
20 Holding company Board<br />
20 Outlook<br />
Portraits<br />
22 Auris A/S<br />
23 Indo Laem Audiologia SA<br />
24 Unitron Industries Ltd.<br />
25 Hansaton Akustische Geräte GmbH<br />
Financial reporting<br />
27 Consolidated Financial Statements<br />
55 Financial Statements of Phonak Holding Ltd.<br />
64 Information for the investor<br />
67 Addresses<br />
69 Claro product overview<br />
Contents
Dear Shareholder,<br />
The financial year <strong>2000</strong>/<strong>01</strong> proved to be an exceptionally suc-<br />
cessful year. We clearly surpassed all our targets, with almost all<br />
key figures climbing to record heights. Sales increased by 46.4 %<br />
to CHF 460.2 million and consolidated profits soared by 93.1 % to<br />
CHF 65.7 million. “Moving to the top”– the motto of this<br />
year’s <strong>Annual</strong> <strong>Report</strong> – forcefully conveys our past commitment<br />
and our determination to achieve continued success in the<br />
future.<br />
This would be impossible without highly motivated teams of qualified<br />
employees at every level of activity. They provide the innovative potential, energy<br />
and industry that are essential if we are to continue developing leading-edge tech-<br />
nologies and products that perform well on the market. Phonak now has a younger<br />
and stronger management staff, who are ideally equipped to meet the challenges<br />
of the coming years.<br />
Within no time, the fully digital Claro hearing computer range has<br />
established itself as the driving force in our future development. Just one year after<br />
launch, the system already accounts for approximately 30 % of our consolidated<br />
sales. The purchase of the Canadian company Unitron Industries<br />
Ltd. has enabled the Group to expand its activities massively and further<br />
strengthened its market position. The acquisition has also made Phonak one of the<br />
three largest manufacturers in the industry worldwide. Other acquisitions in<br />
2
In August <strong>2000</strong> the Phonak Group's entire management staff met up in the Bernese<br />
Oberland (Switzerland) under the motto “Join together – build the future”. The event was<br />
an opportunity to swap ideas and opinions and develop strategies designed to ensure that<br />
the success of the Phonak Group continues well into the future.<br />
3<br />
Foreword<br />
Denmark, Spain and Austria, coupled with<br />
the launch of new distribution companies<br />
in Switzerland and the Middle East, have<br />
further consolidated the Group’s position.<br />
Finally, technological partner-<br />
ships with the Australian implant manu-<br />
facturer, Cochlear Ltd., and the American<br />
Beckman Institute, which is based at the<br />
University of Illinois, are opening promising<br />
and lucrative avenues of development for<br />
the future.<br />
The Phonak Group is now on<br />
the crest of another wave of<br />
growth. This has been made<br />
possible by the efforts of all our employees and we should like to extend a special thank you to<br />
them. The high rates of growth place considerable demands on us all and represent a huge chal-<br />
lenge. We should like to thank our shareholders for the confidence they have shown in us. We are<br />
happy to see that during <strong>2000</strong>/<strong>01</strong> their number rose again from 4,900 to over 6,700.<br />
Andreas E. Rihs Peter Pfluger<br />
Chairman of the Board of Directors Chief Executive Officer
4<br />
Five-year key figures (consolidated)<br />
in CHF 1,000<br />
unless otherwise specified <strong>2000</strong>/<strong>01</strong> 1999/00 1998/99 1997/98 1996/97<br />
Consolidated sales 460,152 314,281 258,668 218,600 171,020<br />
increase compared to prev. year (%) 46.4 21.5 18.3 27.8 29.4<br />
Operating profit (EBIT) 95,310 48,803 42,457 34,995 27,260<br />
change compared to prev. year (%) 95.3 14.9 21.3 28.4 –2.1<br />
in % of consolidated sales 20.7 15.5 16.4 16.0 15.9<br />
Consolidated net profit 65,717 34,033 30,082 23,592 17,550<br />
change compared to prev. year (%) 93.1 13.1 27.5 34.4 –0.6<br />
in % of consolidated sales 14.3 10.8 11.6 10.8 10.3<br />
in % of shareholders’ equity (ø) 26.0 20.4 21.6 20.2 17.7<br />
Net cash from operating activities 91,454 36,391 27,652 23,171 22,629<br />
change compared to prev. year (%) 151.3 31.6 19.3 2.4 37.3<br />
in % of consolidated sales 19.9 11.6 10.7 10.6 13.2<br />
Free cash flow 1) –63,221 17,126 16,381 –8,919 –37,163<br />
in % of consolidated sales –13.7 5.4 6.3 –4.1 –21.7<br />
Capital expenditure 21,842 17,426 11,815 28,038 21,961<br />
Depreciation of tangible fixed assets 13,245 10,088 8,429 7,<strong>01</strong>4 6,047<br />
Research & development costs 33,400 25,300 20,200 16,000 15,000<br />
increase compared to prev. year (%) 32.0 25.2 26.3 6.7 17.2<br />
in % of consolidated sales 7.3 8.1 7.8 7.3 8.8<br />
Total assets 704,498 346,273 300,180 268,238 227,542<br />
Cash and cash equivalents 96,108 47,965 36,591 28,230 29,717<br />
Shareholders’ equity 323,610 182,839 151,162 127,048 106,633<br />
Quick ratio (%) 2) 132.1 155.2 150.0 148.9 153.1<br />
Equity financing ratio (%) 3) 45.9 52.8 50.4 47.4 46.9<br />
Personnel expenses 128,007 99,412 86,237 69,794 56,907<br />
in % of consolidated sales 27.8 31.6 33.3 31.9 33.3<br />
Number of employees (average) 1,583 1,239 1,064 906 748<br />
Sales per employee 291 254 243 241 229<br />
Total shares issued 646,864 630,875 628,872 628,297 627,054<br />
average number of shares,<br />
on which information<br />
per share is based 632,574 628,885 628,022 627,795 627,054<br />
Information per share<br />
Earnings per share (CHF) 103.89 54.12 47.90 37.58 28.00<br />
Shareholders’ equity per share (CHF) 511.58 290.74 240.70 202.37 170.05<br />
Dividend per share (CHF) 0 4) 12.00 11.00 9.00 7.00<br />
1) Net cash from operating activities less net cash used in investing acitivities<br />
2) Cash and cash equivalents + receivables in % of current liabilities<br />
3) Shareholders’ equity in % of total assets<br />
4) Instead of a dividend, a repayment of CHF 15 on the nominal value per share<br />
will be proposed to the General Meeting of July 5, 20<strong>01</strong>.
Board of Directors<br />
Andreas E. Rihs<br />
Chairman (until 2003 AGM)<br />
Co-founder of Phonak Group<br />
Dr. Alexander Krebs<br />
Vice-Chairman (until 2003 AGM)<br />
Partner CapVis Equity Partners Ltd.<br />
Vice-Chairman of the Board of Tobler Management Holding Ltd.<br />
Member of the Board of sia Abrasives Holding Ltd.<br />
Dr. h.c. Daniel Borel<br />
Member (until 2002 AGM)<br />
Chairman of the Board of Logitech International Ltd.<br />
Heliane Canepa<br />
Member (until 2002 AGM)<br />
Vice-Chairman of the Board of Nobel Biocare<br />
Member of the Board of BB Medtech<br />
Member of the Administration Board of Migros Cooperatives<br />
Beda Diethelm<br />
Member (until 2003 AGM)<br />
Co-founder of Phonak Group<br />
Hans-Ueli Rihs<br />
Member (until 2003 AGM)<br />
Co-founder of Phonak Group<br />
Dr. Ernst Thomke<br />
Member (until 2002 AGM)<br />
Chairman of the Board of BB Biotech, BB Medtech,<br />
Nobel Biocare and Metalor Technologies Ltd.<br />
Member of the Executive Committee of the<br />
Foundation Board of ISREC (Swiss Institute for<br />
Experimental Cancer Research)<br />
Audit Committee<br />
Dr. Alexander Krebs (Chairman)<br />
Heliane Canepa<br />
Hans-Ueli Rihs<br />
Auditors<br />
Ernst & Young, Zurich<br />
5<br />
Management<br />
Group Executive Management<br />
Dr. Peter Pfluger<br />
Chief Executive Officer<br />
Ernst O. Vogelsang<br />
Chief Financial Officer<br />
Michael Jones<br />
North American Markets<br />
Alain Spinedi<br />
International Sales<br />
Stefan Dingerkus<br />
Worldwide Operations
Top performance<br />
Outstanding performance<br />
is a precondition for<br />
long-term market leadership
Since 1968, Martina Nicolai has been<br />
suffering from otosclerosis – a condition<br />
affecting the auditory ossicles, or small<br />
bones in the ear – coupled with a progressive<br />
loss of hearing in the inner ear.<br />
Hearing loss was a particularly heavy blow<br />
for the music therapist, now 54. Today,<br />
thanks to the fully digital Claro hearing<br />
system, she can hear her flute clearly and<br />
undistorted again, even at the top end of<br />
the scale.<br />
1. Overview/financial results<br />
1.1 Introduction<br />
In many ways, <strong>2000</strong>/<strong>01</strong> was an extraordinary and<br />
highly successful year. We achieved all our ambitious<br />
financial objectives. Almost all key figures climbed to<br />
record levels, both in terms of sales growth, which<br />
stood at 46 % (of which 34 % was organic), and<br />
margins, which reached more than 24 % on the<br />
EBITDA level, more than 20 % on the EBIT level and<br />
more than 14 % net. These pleasing figures are, in<br />
the main, due to the resounding success of the Claro<br />
fully digital hearing computer line which was<br />
launched at the end of 1999.<br />
However, it was also a year of acquisitions and<br />
investment in the future. For the first time, Phonak<br />
purchased a major competitor, the Canadian Unitron<br />
Group, number seven world-wide. We also extended<br />
our distribution network on several fronts, through<br />
acquisitions of companies in Spain and Austria and<br />
by establishing our own distribution companies in<br />
Switzerland and the Middle East (Dubai). Finally, the<br />
acquisition of a Danish manufacturer, Auris A/S,<br />
strengthened our production resources in the<br />
In-The-Ear (ITE) hearing instrument sector.<br />
1.2 Consolidated sales<br />
Overall, consolidated sales rose by CHF 145.9 million,<br />
or 46.4 %, to CHF 460.2 million. Organic growth<br />
accounted for approximately three quarters, or<br />
34.3 %, of this figure, while the companies acquired<br />
during the year contributed 9.7 % and foreign<br />
exchange gains 2.4 %.<br />
This exceptional level of organic growth was due<br />
primarily to the strong impact made by the Claro<br />
fully digital hearing computers on the market. The<br />
acquisition-related growth came mainly from the<br />
Unitron Group, which has been consolidated since<br />
the beginning of January 20<strong>01</strong>, and contributed<br />
CHF 24 million to consolidated sales. The other<br />
acquired companies, the Spanish Laem and the<br />
Danish Auris, made further contributions towards<br />
sales. Gains from foreign exchange rates were due<br />
exclusively to the strong North American currencies<br />
(US and Canadian dollars). Gains relating to these<br />
two currencies accounted for 4.6 % of the increase<br />
in sales. While the pound remained stable, other<br />
currencies, and in particular the Euro, weakened<br />
7<br />
Consolidated sales<br />
550<br />
500<br />
450<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
CHF in millions<br />
Financial and business review<br />
96/97 97/98 98/99 99/00 00/<strong>01</strong><br />
against the Swiss franc and pared 2.2 % off consolidated<br />
sales.<br />
Claro's success has resulted in significant shifts in<br />
the individual hearing instrument segments. The top<br />
price and quality segment accounted for 31 %<br />
(previous year 6.5 %) of sales, of which Claro alone<br />
generated 29.6 % (previous year 5.3 %). The fully<br />
digital products manufactured by other producers<br />
and marketed by some of the Phonak companies, as<br />
well as the initial sales of Unitron's Nexus line, made<br />
up the rest. However, as expected, sales of the<br />
medium-price segment of digitally programmable<br />
hearing computers fell by 8.7 % in absolute terms as<br />
PiCS, previously the leading range, was superseded<br />
by Claro. Nevertheless, digitally programmable<br />
instruments continued to account for 24.6 % of<br />
consolidated sales. Despite a fall in its share of overall<br />
sales (to 23.5 %), the lower segment – consisting<br />
of classic-analog hearing instruments – still posted<br />
continued growth of 13.5 % in <strong>2000</strong>/<strong>01</strong> (previous<br />
year 9 %). In particular, the new Classica and<br />
PicoForte3 lines, both introduced over the last two<br />
years, were very much in demand.<br />
Wireless communication (MicroLink and MicroVox<br />
systems) had another extremely positive year,<br />
growing by 38 % and contributing approximately<br />
7 % to total sales. This was due in particular to the<br />
encouraging success of the MicroLink MLx receiver,<br />
which can also be used with our competitors' hearing<br />
instruments.<br />
Finally: the outstanding quality of the sales growth,<br />
with well above average increase in the top hearing
Top technology<br />
The compulsion to surmount existing technological<br />
barriers has taken<br />
hearing performance into<br />
new dimensions.
For the first time ever, a digital microphone<br />
designed by Phonak has been incorporated<br />
in the new, miniaturized Claro CIC hearing<br />
computer. Phonak is thus paving the way<br />
towards new technological standards. The<br />
device is destined to become an integrated<br />
component of high-quality hearing instruments<br />
in the future because it significantly<br />
reduces the electromagnetic interference<br />
from devices such as cell phones.<br />
instrument segment, is also reflected in the fact that<br />
the average unit price per hearing instrument sold<br />
rose by more than 16%.<br />
1.3 Operating cash flow and operating profit<br />
At 85.9 %, operating cash flow (EBITDA) grew<br />
almost twice as strongly as sales, and the operating<br />
profit measures EBITA (before amortization of goodwill)<br />
and EBIT, at 97.1 % and 95.3 % respectively,<br />
increased more than twice as strongly as sales.<br />
This resulted in significant increases in margins:<br />
for EBITDA from 19.4 % to 24.6 %, for EBITA from<br />
16.1 % to 21.7 % and for EBIT from 15.5 % to<br />
20.7 %. On the one hand, these improvements are<br />
due to the strong shift towards products in the top<br />
price segment and, on the other hand, to the fact<br />
that operating expenses grew less strongly than<br />
sales (+35.5 %, versus 46.4 % sales growth).<br />
However, periods of strong growth such as Phonak<br />
experienced in <strong>2000</strong>/<strong>01</strong>, are necessarily followed by<br />
a period of consolidation. The personnel, organization<br />
and infrastructure have meanwhile been<br />
reinforced to ensure success in the long term. In<br />
cost terms, these measures will only become fully<br />
effective in the new financial year.<br />
1.4 Consolidated net profit<br />
Consolidated net profit rose by 93.1 %, exactly twice<br />
the rise in consolidated sales. The net margin could<br />
be correspondingly improved to 14.3 % (previous<br />
year 10.8 %). The fact that consolidated net profit<br />
grew at a slightly lower level than the operating<br />
profit is due primarily to a slightly disproportionate<br />
rise in taxes. The reason for this can be found in the<br />
significant increase in goodwill amortization which<br />
followed on from the year's acquisitions and is, in<br />
most cases, not tax-deductible. This meant that the<br />
tax rate (taxes as a % of the pre-tax profit) rose<br />
from 26.9% to 28.3%. As a result of new debt raised<br />
in connection with the acquisition of Unitron, net<br />
interest expense also rose by approximately 50 %.<br />
However, the absolute increase (CHF 1.1 million)<br />
remained at a modest level due to the fact that the<br />
new debt was only contracted at the beginning of<br />
the last quarter of the year.<br />
9<br />
Consolidated net profit<br />
66<br />
60<br />
54<br />
48<br />
42<br />
36<br />
30<br />
24<br />
18<br />
12<br />
6<br />
0<br />
Financial and business review<br />
CHF in millions in % of consolidated sales<br />
96/97 97/98 98/99 99/00 00/<strong>01</strong><br />
22<br />
20<br />
18<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
1.5 Investment activity<br />
In the course of <strong>2000</strong>/<strong>01</strong>, investments touched a<br />
record level of CHF 235 million, CHF 214 million of<br />
which was accounted for by the acquisitions of<br />
Auris (Denmark), Laem (Spain), Unitron (Canada) and<br />
Hansaton (Austria). Hansaton is consolidated effective<br />
from April 1, 20<strong>01</strong> only.<br />
Capital expenditure (investments in property, plant<br />
and equipment) rose from CHF 17.4 million to<br />
CHF 21.8 million (+25 %) and accounted for 24 %<br />
(previous year 48 %) of cash flow from operating<br />
activities. As in recent years, the biggest amounts<br />
were invested in expanding and rationalizing production<br />
facilities as well as IT systems.<br />
1.6 Free cash flow<br />
The free cash flow (cash flow from operating activities<br />
minus investments) increased before acquisition<br />
of subsidiaries from CHF 19.3 million to CHF 70.5<br />
million. After deduction of acquisitions, for which a<br />
total amount of CHF 133.7 million was spent (net<br />
after deduction of the purchase price portions paid<br />
in Phonak Holding shares, totaling CHF 80.8 million),<br />
the free cash flow was negative for the first time in<br />
several years (– CHF 63.2 million, previous year<br />
+ CHF 17.1 million). This amount was financed by a<br />
bank credit facility with a seven-year term, contracted<br />
in connection with the Unitron acquisition.<br />
As a result, net indebtedness (total interest-bearing<br />
debt minus cash and cash equivalents) rose from<br />
CHF 27.9 million to CHF 139.3 million during the<br />
year.
Top teams<br />
People value encourages efficient cooperation<br />
and creates added value<br />
for hearing instrument users, acousticians,<br />
employees and shareholders.
Phonak places great value on a working<br />
environment that encourages the exchange<br />
of ideas and draws together the Group's<br />
collective expertise. Close, target-oriented<br />
cooperation in interdisciplinary teams<br />
makes a crucial contribution to a<br />
company's innovative strength.<br />
1.7 Balance sheet<br />
Particularly as a result of the Unitron acquisition, the<br />
balance sheet structure has changed considerably.<br />
The balance sheet total doubled from CHF 346 million<br />
to CHF 704 million. On the assets side, current<br />
assets fell from 56 % to 41 % while non-current<br />
assets rose from 44 % to 59 %. The most important<br />
non-current asset item is now goodwill, which rose<br />
from CHF 30 million to CHF 214 million through the<br />
purchase of Auris, Laem and Unitron. The goodwill<br />
paid for Hansaton is not yet included, since this<br />
company is consolidated only as of April 1, 20<strong>01</strong>. On<br />
the liabilities and shareholders’ equity side, total<br />
liabilities rose from 47 % to 54 %, with a particularly<br />
high increase in debt (by CHF 160 million to<br />
CHF 235 million). This debt can be contrasted to<br />
cash and cash equivalents of CHF 96 million<br />
(+ CHF 48 million) which are being used as a liquidity<br />
reserve for the time being. The reported equity<br />
financing ratio (equity in % of total assets) has<br />
fallen from 53 % to 46 %. However, when deducting<br />
cash and cash equivalents from debt, the equity<br />
financing ratio remains at 53% – and thus the<br />
Phonak Group remains solidly financed.<br />
2. Capital structure<br />
2.1 Conditional capital<br />
In accordance with Art. 3a of the Articles of Assocation,<br />
the Ordinary General Meeting of July 13, <strong>2000</strong><br />
approved an increase of the conditional capital<br />
by a maximum of CHF 1 million to a maximum of<br />
CHF 1,382,500. This corresponds to an increase of at<br />
most 50,000 registered shares with a par value of<br />
CHF 20 each to a maximum of 69,125 registered<br />
shares. In the financial year <strong>2000</strong>/<strong>01</strong>, a further 2,911<br />
registered shares of CHF 20 par value were issued to<br />
key personnel within the Phonak Group. This reduced<br />
the conditional capital to CHF 1,324,280 corresponding<br />
to 66,214 registered shares of CHF 20 par value.<br />
During the year, managerial staff in the Group companies<br />
in Switzerland and abroad received a total of<br />
11,121 options as part of the Phonak Key People<br />
Program. Each of these options entitles the holder to<br />
purchase one registered share in Phonak Holding Ltd.<br />
after a waiting period of normally two years.<br />
11<br />
Capital expenditure<br />
33<br />
30<br />
27<br />
24<br />
21<br />
18<br />
15<br />
12<br />
9<br />
6<br />
3<br />
0<br />
Financial and business review<br />
CHF in millions % of cash flow 1)<br />
96/97 97/98 98/99 99/00 00/<strong>01</strong><br />
1) Net cash from operating activities<br />
175<br />
160<br />
145<br />
130<br />
115<br />
100<br />
75<br />
60<br />
45<br />
30<br />
15<br />
0<br />
2.2 Authorized capital<br />
At the Extraordinary General Meeting held on<br />
December 7, <strong>2000</strong> shareholders approved the creation<br />
of an authorized capital for the first time. This<br />
permits the Board of Directors to increase the company's<br />
share capital by a maximum of CHF 400,000<br />
through the issue of a maximum of 20,000 fully<br />
paid-up registered shares of CHF 20 par value at any<br />
time up to December 7, 2002. The Board of Directors<br />
has already made use of this right in connection<br />
with the acquisitions of the Canadian Unitron<br />
Group and the Austrian Hansaton Akustische Geräte<br />
GmbH. With the decisions of January 19, 20<strong>01</strong> and<br />
March 21, 20<strong>01</strong> it increased the share capital by a<br />
total of CHF 261,560 or 13,078 registered shares of<br />
CHF 20 par value.<br />
At March 31, 20<strong>01</strong> the total number of issued shares<br />
had risen from 630,875 to 646,864 and the share<br />
capital from CHF 12,617,500 to CHF 12,937,280 as<br />
a result of the capital increases from the conditional<br />
and authorized capital.
In its December <strong>2000</strong> issue, the American<br />
magazine Popular Science singled out the<br />
Claro fully digital hearing computer and<br />
associated WatchPilot remote control for a<br />
“Medical Technology Grand Award”, an<br />
acknowledgement of Phonak's outstanding<br />
contribution to innovative technology. For<br />
the first time ever, WatchPilot integrated<br />
the hearing computer's remote control in a<br />
stylish wristwatch.<br />
Claro 21 dAZ: ITE hearing computer<br />
with adaptive digital multi-microphone<br />
technology.<br />
Remote control WatchPilot –<br />
Phonak’s latest exclusive innovation.<br />
3. Products<br />
3.1 Fully digital hearing computers<br />
of the top-price segment<br />
Just a year after market launch, the Claro fully digital<br />
hearing computer line accounted for no less than<br />
30 % of sales (CHF 137 million). This success confirms<br />
how right we were to push ahead with our<br />
strategy of innovation. Thanks to Claro, Phonak is<br />
now present in the top-price segment with a breakthrough<br />
system that is shaping the market. Some of<br />
its features, such as Adaptive digital AudioZoom or<br />
the ability to integrate an FM function for wireless<br />
voice transmission, are unique and will set the standard<br />
for quality products of the future. The system<br />
offers users special advantages in the choice of their<br />
hearing programs. They can choose freely between<br />
manual adjustment via remote control (SoundPilot<br />
and WatchPilot) and AutoSelect, the first fully automatic<br />
program selector. Currently, more than 30 %<br />
of all Claro users opt for a remote control. The market<br />
has been particularly impressed by WatchPilot,<br />
the world's first remote control of its type. In this<br />
product, the remote control is built into an attractive<br />
wristwatch. Thanks to this device, available on<br />
the wrist whenever it is needed, all Claro instruments<br />
can be operated comfortably and discreetly.<br />
Over the past few months, the Claro range has been<br />
extended to include several other instruments.<br />
Thanks to the Claro 311 dAZ Behind-The-Ear (BTE)<br />
instrument, individuals with moderate to severe<br />
hearing impairment are now able to benefit from<br />
Claro technology. Another BTE instrument, the<br />
Claro 111 dAZ, offers people with steep high-frequency<br />
hearing losses significantly better sound<br />
quality coupled with improved speech intelligibility<br />
in difficult acoustic environments.<br />
The miniature Claro Completely-In-the-Canal (CIC)<br />
instrument, which is based on the latest, exclusive<br />
technology, holds out exciting prospects for the<br />
future. A world first, it will be equipped with a digital<br />
microphone designed and co-developed by<br />
Phonak. The Claro CIC will be launched during the<br />
summer of 20<strong>01</strong> and has significant sales potential,<br />
particularly in the ITE markets of North America and<br />
Australia as well as in Germany and France.<br />
During the first quarter of 20<strong>01</strong>, Unitron launched<br />
Nexus, its leading-edge premium hearing computer<br />
12<br />
line. It is based on the world's first fully digital chip<br />
which is genuinely open platform. This means the<br />
system can be retrofitted with new audiological<br />
features or functions without changing the hardware.<br />
The introduction of the Nexus product line<br />
will be concluded during the first six months of the<br />
current financial year.<br />
At the same time, Argosy, a 100 %-owned Unitron<br />
subsidiary which has a solid base in the US market,<br />
will be launching its own Axiom range of fully digital<br />
hearing computers. Axiom is based on the same<br />
platform as Nexus and offers the same possibility to<br />
upgrade performance. The two product lines were<br />
developed independently of each other and differ<br />
primarily in their digital signal processing, their fitting<br />
software and in other functions. With these two<br />
products, the Unitron Group has succeeded in developing<br />
two independent concepts that specifically<br />
target the Unitron and Argosy markets. The flexibility<br />
in creating and complementing the product portfolio,<br />
that was made use of here for the first time,<br />
demonstrates the strategic advantages of the open<br />
platform.<br />
3.2 Digitally programmable hearing instruments<br />
of the mid-price segment<br />
Despite focusing efforts on the introduction of the<br />
Claro line, we also managed, by and large, to maintain<br />
our market share in the mid-price segment<br />
(reaching 91 % of last year’s sales). While the PiCS<br />
range is most exposed to pressure from the competition’s<br />
new digital products in the mid-price sector,<br />
the Astro instruments performed well. As a result of<br />
additional sales efforts in the existing lines and the<br />
launch of a new, fully digital hearing computer<br />
range during the second half of the current financial<br />
year, Phonak expects to strengthen its position again<br />
in the middle price segment.<br />
3.3 Classical hearing instruments<br />
The healthy demand for classical hearing instruments<br />
continued through <strong>2000</strong>/<strong>01</strong>. Sales were well<br />
ahead of expectations despite a reduction in the<br />
number of instruments on offer. Overall, sales rose<br />
20 % by volume (units sold) and 14 % by value.<br />
Classical hearing instruments continue to play an<br />
important role, especially in countries with extensive
Worn almost invisibly, completely in the<br />
ear canal, Claro 11 offers all the advantages<br />
of Phonak’s digital technology despite its<br />
tiny size.<br />
welfare markets or regions lacking widespread<br />
medical structures.<br />
The PicoForte 3 line, designed for individuals with<br />
moderate to severe hearing loss and successfully<br />
introduced last year, was completed. Hearingcare<br />
professionals can now choose between a total of<br />
four different instrument models in this range. In<br />
addition, the Phonak offer has been extended in the<br />
Classica series of instruments, which offers five<br />
models.<br />
3.4 Cordless communication<br />
Sales of wireless communication systems (MicroLink<br />
and its predecessor, MicroVox) rose by 33 % in units<br />
and by 38 % in value. Thanks to its unique radio<br />
technology, MicroLink enables users to hear clearly<br />
in noisy environments and even over distances such<br />
as those encountered in conference halls or seminar<br />
rooms. The market reacted very positively to the new<br />
MLx radio receiver which is compatible with most of<br />
the Behind-The-Ear (BTE) instruments offered by the<br />
major suppliers.<br />
In addition, a global distribution agreement was<br />
concluded in mid March 20<strong>01</strong> with Cochlear Ltd.,<br />
Sydney (Australia), for Phonak's miniature FM communication<br />
systems. Cochlear Ltd. is the world<br />
leader in the fast-growing market for cochlear<br />
implants. The new distribution agreement with<br />
Cochlear now also enables patients who wear a<br />
cochlear implant to benefit from the advantages of<br />
wireless communication.<br />
4. Markets<br />
4.1 General market development<br />
Unit sales on the overall global market are estimated<br />
to have risen by 3 to 4 % with major differences<br />
from country to country. While overall market<br />
growth in America came to a standstill in the second<br />
half of the year, the majority of European markets<br />
and, in particular, Germany and France saw welcome<br />
gains due to the continuing trend towards quality<br />
products.<br />
The shift towards hearing instruments based on<br />
digital technology continues. In unit terms, digital<br />
instruments now account for approximately 25 % of<br />
instruments sold, whereas value-wise their share<br />
reaches as much as 50 % of the overall market. This<br />
13<br />
Share of sales by product groups<br />
in %<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Financial and business review<br />
96/97 97/98 98/99 99/00 00/<strong>01</strong><br />
Classical hearing instruments<br />
Digitally programmable hearing computers<br />
Fully digital hearing computers<br />
Accessories/spare parts<br />
Miscellaneous<br />
Share of sales by main markets<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Switzerland 4 % 5 %<br />
Europe (excl. Switzerland) 42 % 50 %<br />
North America 46 % 35 %<br />
Australasia 4 % 5 %<br />
Rest of the world 4 % 5 %<br />
100% 100%<br />
market share will continue to grow during the<br />
current year and the increase will accelerate as<br />
digital products take their place in the mid-price and<br />
lower price segments.<br />
Currently, annual sales of hearing instruments<br />
amount to some 6 million. Approximately 45 % of<br />
these are Behind-The-Ear (BTE) and 55 % In-The-Ear<br />
(ITE) instruments. Of the ITE instruments, approximately<br />
20 % are miniature – or CIC – instruments.<br />
In <strong>2000</strong>/<strong>01</strong>, sales of ITE instruments fell slightly in<br />
Europe while continuing to grow in North America<br />
and Asia. Traditionally, Phonak and Unitron have<br />
occupied a strong position in the BTE segment. With<br />
new products such as the Claro CIC and a completely<br />
new, fully digital product line in the mid-price segment,<br />
the Phonak Group intends to reinforce and<br />
expand its market position in the ITE segment.
Top design<br />
State-of-the-art digital technology packaged in<br />
attractively shaped shells and housings has even caught<br />
the eye of the fashion world and contributes to<br />
the positive perception of modern hearing systems.
Star Japanese fashion designer Issey<br />
Miyake puts on special shows for his<br />
twice-yearly collections. The impression<br />
made by the clothes presented at these<br />
shows is crucial and everything else has<br />
to complement them perfectly: movement,<br />
choreography and lighting effects. Using<br />
innovative communication systems such<br />
as Claro dAZ FM, the director has constant<br />
wireless contact with the models on the<br />
catwalk.<br />
4.2 Phonak's international markets<br />
All markets where Phonak has its own sales organizations<br />
made significant advances during the past<br />
year. Once again, North America was particularly<br />
successful, with sales excluding Unitron up by 36 %<br />
and including Unitron by 50 %. Thanks to the acquisition<br />
of Unitron, we were able to increase our market<br />
share in the USA to approximately 15 % and in<br />
Canada to over 20 %.<br />
Thanks to Claro, the Phonak Group posted even<br />
higher growth rates in Europe, where technologically<br />
advanced products are decisive for capturing market<br />
share. In the important German market, sales rose<br />
by over 60 %, in Scandinavia by 40 %, in France by<br />
35 % – and our young sales company, Phonak BV,<br />
which was set up two years ago in the Netherlands,<br />
reported even a sales increase of almost 120 %.<br />
Our long-standing strategy of establishing our own<br />
sales organizations in all major markets proved its<br />
worth once again. In the year under review, we consistently<br />
pursued this strategy. In Spain, following<br />
our acquisition of Laem, the leading hearing instrument<br />
importer and wholesaler, we increased our<br />
market share from approximately 3 % to some 15 %<br />
and are now number two in the market. In Austria,<br />
we have also become one of the two leading suppliers<br />
thanks to the acquisition of Hansaton. With<br />
the establishment of our own sales company in<br />
Switzerland, we believe we can further strengthen<br />
our position in the domestic market. And finally, we<br />
are convinced that the founding of Phonak Middle<br />
East in Dubai will give us a more pre-eminent position<br />
in the Middle East and enable us to participate<br />
in the great potential of this region.<br />
Generally speaking, markets served by independent<br />
general agents have likewise done well, even if the<br />
introduction of Claro takes longer here than in markets<br />
with our own sales companies. The biggest<br />
advances in <strong>2000</strong>/<strong>01</strong> were achieved in Argentina<br />
where sales – partly as a result of our gaining<br />
government contracts – more than doubled. This<br />
makes Argentina the second most important agency<br />
market after Japan, followed by Poland, South Africa<br />
and Hong Kong.<br />
Finally, significant effort was invested during the<br />
year in the extension and reinforcement of our key<br />
account management. Thanks to this work, sales to<br />
15<br />
Financial and business review<br />
various national and international retail chains<br />
operating in the hearing instrument sector were<br />
significantly increased.<br />
5. Research and development<br />
The past year saw a substantial increase in the<br />
Phonak Group's Research and Development activities:<br />
The acquisition of the Canadian Unitron Group,<br />
the setting-up of new development teams and the<br />
conclusion of a series of new partnerships in the<br />
USA have resulted in the creation of a strong, interdisciplinary<br />
network of teams with various spheres<br />
of responsibility. The activities of the various<br />
R&D Centers, their core skills and the development<br />
approaches they use are in the process of being<br />
coordinated and harmonized. By optimizing the use<br />
of existing resources and technologies, we aim to<br />
make the planning and conduct of research and<br />
development projects more efficient. We also have<br />
an intensive staff-exchange program, which encourages<br />
the transfer of ideas and know-how and avoids<br />
duplication of effort.<br />
During the year under review, spending on Research<br />
and Development amounted to CHF 33.4 million.<br />
This represents an increase of 32 % over the previous<br />
year and is equivalent to 7.3 % of consolidated<br />
sales. For the new financial year, we plan a further<br />
increase in R&D expenditure approximately in line<br />
with the growth in sales. In particular, the companies<br />
in the Unitron Group will reinforce their own<br />
R&D activities. The focus in terms of product development<br />
will be placed on extending the range of<br />
fully digital hearing computers in the mid-price and<br />
high performance segment.<br />
Alongside the work conducted by our own R&D team<br />
of over 140 employees, some 35 employee years of<br />
external R&D work was subcontracted outside the<br />
company.
Top partners<br />
Success depends on<br />
business partnerships<br />
that put big demands on the two partners involved.<br />
Ultimately, this is of<br />
immense benefit to both.
Martin Kind was selected as the Hanover<br />
region's Businessman of the Year <strong>2000</strong>.<br />
With this award the jury honored the<br />
owner of Germany's largest hearing<br />
healthcare company. He has expanded his<br />
parent's small business to a chain of more<br />
than 200 specialist stores extending from<br />
Spain to Georgia. The exacting demands<br />
that the company makes of its partners<br />
help Phonak achieve its own outstanding<br />
performance.<br />
TelCom, a new transmitter for the<br />
MicroLink cordless communication system,<br />
is the first stationary FM transmitter that<br />
allows optimal television, telephone and<br />
audio system use.<br />
5.1 Extension of the Claro family<br />
In the course of <strong>2000</strong>/<strong>01</strong>, Phonak cooperated with<br />
several universities abroad on in-depth evaluation of<br />
the various new concepts (Digital Perception Processing,<br />
AutoSelect, Adaptive digital AudioZoom) made<br />
available to the world of hearing instrument technology<br />
as part of the Claro system. These studies<br />
revealed that the new functions introduced with<br />
Claro represent a significant step forward in the<br />
improvement of speech intelligibilty, hearing comfort,<br />
operation and adaptation to the individual<br />
requirements of users. However, field studies, in conjunction<br />
with the practical experience of hearing<br />
instrument acousticians, reveal further potential for<br />
optimization. These improvements are fed directly<br />
back to the market in the form of the PFG fitting<br />
software and thus benefit all Claro customers.<br />
With the introduction of the fully digital Claro CIC<br />
instrument, Claro 11, Phonak has taken another<br />
major step in the field of hearing computer technology<br />
worldwide. To make a Claro CIC instrument a<br />
technical possibility, considerable miniaturization<br />
of the complex Claro microprocessor system was<br />
necessary. This step was made possible through the<br />
use of state-of-the-art microelectronics technologies<br />
and cutting-edge microphone technology.<br />
Largely conceived and developed by Phonak, the<br />
Claro CIC has the first digital microphone to be<br />
integrated in a hearing instrument.<br />
5.2 Future product developments<br />
One of the focal points of our research activity in<br />
<strong>2000</strong>/<strong>01</strong> was the development of new approaches to<br />
high-performance digital hearing instruments, a project<br />
that aims to make the advantages of digital technology<br />
available to individuals with severe hearing loss.<br />
This resulted in several major innovations to improve<br />
speech intelligibility in difficult situations and in the<br />
fitting of hearing instruments to the needs of individual<br />
customers, particularly children.<br />
Another focal point was work relating to subsequent<br />
generations of the Claro family. The features that have<br />
already been successfully integrated in the Claro concept<br />
will be further developed. On top of this, Phonak<br />
intends to go on introducing new technological standards<br />
to the hearing instrument market in the future.<br />
This work will also include the development of flexible<br />
17<br />
Financial and business review<br />
production techniques because these will facilitate the<br />
realization of a wide range of different products. This<br />
step will make production techniques both simpler and<br />
more efficient while significantly reducing development<br />
times. Special attention will be paid to the development<br />
of new computer-aided production techniques<br />
for in-the-ear instruments. As yet, this sector still<br />
requires a large amount of manual work.<br />
5.3 Cordless communication<br />
During the past financial year, our wireless communication<br />
operations produced several most innovative<br />
products. With Claro dAZ FM, Phonak successfully<br />
launched the world's first digital hearing computer<br />
with an integrated FM receiver.<br />
We also successfully concluded the development of<br />
TelCom, a new interface that permits the simultaneous<br />
wireless connection of hearing instruments to<br />
various TV and audio systems as well as telephones.<br />
The system guarantees that people with hearing<br />
impairment have top-quality sound from their television<br />
sets at a volume they choose – or hear the<br />
talker’s voice in case of a telephone call.<br />
5.4 Fundamental research activities<br />
Two subjects attracted in-depth attention during the<br />
year under review. As regards automated production<br />
technologies for in-the-ear hearing systems, we<br />
made significant advances in the laser-controlled<br />
construction of complex plastic components. The aim<br />
of these efforts is to fully automate the methods<br />
used to manufacture individual shells for in-the-ear<br />
hearing systems.<br />
In addition, Phonak entered into a partnership with<br />
the Beckman Institute at the University of Illinois in<br />
Urbana, USA. The Institute is one of the leading US<br />
research centers in the fields of artificial intelligence,<br />
intelligent interactions between humans and computers<br />
and – of special interest to Phonak – the interfaces<br />
between biology, neurology, signal processing<br />
and electronics technology. Phonak is financing a<br />
special research program dedicated to binaural hearing.<br />
Phonak has also set up its own development laboratory<br />
at the campus of the University of Illinois. The Phonak<br />
team there is to develop commercially viable products<br />
from the research results.
Top outlook<br />
Determination, clear vision<br />
and a stated objective are the<br />
way to the top.
<strong>2000</strong> was the first year in which the<br />
“Phonak Hearing Systems” cycling team<br />
actively participated in cycle races. The<br />
team is young and highly motivated and<br />
takes the name Phonak out onto Europe's<br />
roads under the motto “Race for better<br />
hearing”. Another group of people on its<br />
way to the top.<br />
Employees as of March 31, 20<strong>01</strong><br />
By region<br />
Australasia<br />
1<strong>01</strong> (5 %)<br />
North America<br />
889 (42 %)<br />
By field of activity<br />
Marketing/sales<br />
and administration<br />
995 (47%)<br />
Switzerland<br />
617 (29 %)<br />
Europe (without<br />
Switzerland)<br />
515 (24 %)<br />
Research and<br />
development 142 (7 %)<br />
Production<br />
985 (46%)<br />
5.5 Intellectual property<br />
The number of patent applications made in the course<br />
of <strong>2000</strong>/<strong>01</strong> rose to over 20. We were particularly<br />
anxious to protect innovations stemming from our<br />
R&D activities in the high-potential fields of materials<br />
technology, digital signal processing and wireless communications.<br />
With our long-term cooperation agreement with the<br />
renowned Beckman Institute, Phonak has secured<br />
exclusive access to state-of-the-art developments in<br />
binaural signal processing and cordless communication<br />
on the surface of the body.<br />
6. Production<br />
The number of hearing instruments manufactured at<br />
the main production site in Stäfa increased by more<br />
than a third during <strong>2000</strong>/<strong>01</strong>. Generally speaking, the<br />
year was characterized by the rapid, trouble-free<br />
ramp-up of the production of Claro fully digital<br />
hearing computers. The extension of flexible and<br />
process-oriented production installations permitted<br />
a striking increase in production levels.<br />
The production sites of Unitron in Kitchener (Ontario,<br />
Canada) and Minneapolis (USA) have considerably<br />
extended the Group's production capacity. Thanks to<br />
the great adaptability of their organization structure,<br />
these two sites offer special strengths in the flexible<br />
production of small series.<br />
The output in units at the Murten production site<br />
increased by approximately 60 %. This welcome<br />
boost is due to the continuing increase in the market<br />
acceptance of wireless communication systems.<br />
The customized manufacture of shells and final<br />
assembly of all In-The-Ear (ITE) instruments are<br />
handled by the production laboratories of our<br />
sales organizations. In response to market needs –<br />
ITE instruments account for 80 % of total sales in<br />
North America – centers of competence in ITE production,<br />
with continuously rising production figures,<br />
have developed particularly in Warrenville (Chicago)<br />
and Minneapolis. In Europe, an ITE training center<br />
has been established in recent years at Phonak<br />
France headquarters in Lyon. In Denmark, the<br />
acquisition of Auris A/S has greatly expanded ITE<br />
instrument production capacity in northern Europe.<br />
19<br />
Financial and business review<br />
7. Business information systems<br />
During the year under review Phonak Ltd. introduced<br />
the SAP R/3 ERP (Enterprise Resource Planning)<br />
management system. The integration of the business<br />
processes in all sectors of the company played a crucial<br />
role in this project. Following successful introduction<br />
of the new ERP system, internal processes<br />
can now be optimized and adapted to the ever<br />
increasing complexities of the corporate world. In<br />
the future, Phonak intends to exploit the advantages<br />
of a uniform solution worldwide. The integration of<br />
further Group companies is planned.<br />
8. Personnel<br />
During <strong>2000</strong>/<strong>01</strong>, the number of people employed by<br />
the Phonak Group rocketed by 843 to 2,122 as of<br />
March 31, 20<strong>01</strong>, in the wake of vigorous growth and<br />
acquisitions. Acquisitions brought 650 new employees<br />
into the Phonak Group. Another 72 are employed<br />
in the newly founded companies Phonak Switzerland,<br />
Phonak Middle East and Phonak Marketing<br />
International. Finally, 121 new jobs were created in<br />
the existing companies, 41 of them in Switzerland<br />
and 36 in Phonak USA.<br />
The average number of people employed by the<br />
Phonak Group during the year was 1,583 (previous<br />
year 1,239). This figure included 105 (+18) in research<br />
and development, 688 (+155) in production,<br />
604 (+134) in marketing and sales and 186 (+37)<br />
in administration and management.
9. Holding company Board<br />
The <strong>Annual</strong> General Meeting of July 13, <strong>2000</strong> reelected<br />
the Chairman of the Board of Directors,<br />
Andreas E. Rihs, the Vice Chairman of the Board,<br />
Dr. Alexander Krebs, together with the members<br />
Beda Diethelm and Hans-Ueli Rihs for a further<br />
period of three years.<br />
No elections to the Board of Directors are due to be<br />
held at the forthcoming <strong>Annual</strong> General Meeting of<br />
July 5, 20<strong>01</strong>.<br />
10. Outlook<br />
The Phonak Group expects a continued positive<br />
development of business. As already announced in<br />
the Shareholder Letter of April 20<strong>01</strong>, the current<br />
financial year will be characterized again by strong<br />
growth: we expect sales to increase by at least 30 %<br />
and thereby to exceed the CHF 600 million mark.<br />
This increase will consist of double-digit internal<br />
growth, on the one hand, and growth through the<br />
companies acquired in <strong>2000</strong>/<strong>01</strong> (primarily Unitron<br />
and Hansaton) on the other. Internal growth will<br />
again be fuelled mainly by new products during the<br />
financial year 20<strong>01</strong>/02. We expect the miniature<br />
Claro CIC instrument, which will be launched during<br />
the summer of 20<strong>01</strong>, to provide a major impetus.<br />
Unitron's business will be influenced largely by the<br />
introduction of the Nexus and Axiom hearing computer<br />
lines, which is currently under way. We foresee<br />
these products making a considerable contribution<br />
to sales and profits, especially in the second half of<br />
the year.<br />
We expect continued double-digit growth in consolidated<br />
profits. The exact development of profits will<br />
depend on different factors: on the progress made<br />
with the integration of companies acquired in the<br />
year <strong>2000</strong>, on the question of how quickly the great<br />
demand for the Nexus and Axiom products can be<br />
met, on the overall market growth in Europe and<br />
North America, etc.<br />
Generally speaking, we can predict that the financial<br />
year 20<strong>01</strong>/02 will be a year of two contrasting<br />
halves: a somewhat quieter first half followed by a<br />
clear upturn during the second half, due, in particular,<br />
to Claro CIC and Nexus.<br />
20<br />
Financial and business review<br />
Capital expenditure will rise significantly (a good<br />
CHF 30 million have been budgeted) but still requires<br />
only approximately a third of the cash flow<br />
from operating activities. A main focus of the investment<br />
activity will be on the three largest production<br />
sites of Stäfa (Phonak), Kitchener and Minneapolis<br />
(Unitron) where further investments will be made in<br />
the renewal and modernization of production plant<br />
and IT systems. At the same time, Phonak USA is<br />
planning a sizeable investment in an e-commerce<br />
project that will represent a pilot project for the<br />
entire Group.
In the financial year <strong>2000</strong>/<strong>01</strong><br />
acquired companies<br />
at a glance<br />
21<br />
Portraits
Auris A/S strengthens Phonak's<br />
position in northern European<br />
in-the-ear sector.<br />
Auris specializes in the manufacture of In-The-Ear (ITE)<br />
hearing instruments. Its proven expertise will consolidate<br />
and strengthen Phonak Denmark’s market<br />
position in the ITE segment. Auris also manufactures<br />
the ITE instruments sold by other Phonak companies in<br />
northern Europe. Production at Auris is currently<br />
undergoing further expansion and the product range –<br />
which will continue to include “Auris” brand ITE instruments<br />
– will be complemented with devices based on<br />
Phonak's proven technological platforms.<br />
Auris was founded in 1989 by Finn<br />
Weber Nielsen and Ole Kaas Nielsen who<br />
remained the owners and managers of<br />
the company until it was purchased by<br />
the Phonak Group. They continue to run<br />
the company now it has become part of<br />
Phonak.<br />
Legally Auris is now part of Phonak<br />
Denmark A/S and is run as a branch.<br />
22<br />
Headquarters Middelfart, island of Fyn, Denmark<br />
Number of instruments sold in <strong>2000</strong>/<strong>01</strong> Approximately 3,000<br />
Market share in Denmark Together with Phonak, approximately 25 %<br />
Number of employees 25<br />
Consolidated by Phonak since April 1, <strong>2000</strong><br />
Cooperation with Auris will significantly<br />
increase Phonak's market share in the<br />
strategically important Danish in-the-ear<br />
segment. Consequently, the necessary<br />
investments are being made at the company's<br />
own premises on the island of Fyn.<br />
The management team of Phonak Denmark and Auris (left to right):<br />
Lars Gertsen (Sales Manager), Kirsten Blak (Controller), Lars Peter<br />
Offersen (Factory Manager), Finn Weber Nielsen and Ole Kaas<br />
Nielsen (Production Management), Søren Iversen (Managing<br />
Director).
Indo Laem Audiologia SA<br />
gives Phonak<br />
a strong sales network in Spain.<br />
New company name Phonak Laem S.A.<br />
(the company was merged with Phonak España SA<br />
after being purchased by Phonak)<br />
Locations Alicante and Madrid, Spain<br />
Number of instruments sold in <strong>2000</strong>/<strong>01</strong> approximately 15,000<br />
Market share in Spain together with Phonak, approximately 15 %<br />
Number of employees approximately 75<br />
Consolidated by Phonak since October 1, <strong>2000</strong><br />
The management team of Phonak Laem (left to right): Miguel Tomás<br />
(Technology), Cristina Rico (Purchasing), Ignacio Martínez<br />
(Managing Director), Juan Miguel Ivorra (Finance), Jesús Borrell<br />
(Sales) and Tomás Sánchez (Training).<br />
Founded in 1952, the company was owned and managed by the<br />
Gimeno family until 1997, when the family sold a majority interest to<br />
Indo Internacional SA (Barcelona, Spain). The company was then<br />
purchased in full by the Phonak Group in September <strong>2000</strong>. Currently,<br />
Phonak Laem SA is the second largest supplier in the Spanish<br />
market.<br />
23<br />
Portraits<br />
This company has been an established distributor of<br />
hearing instruments in Spain for many years and is particularly<br />
strong in the In-The-Ear (ITE) sector, with this<br />
segment currently accounting for more than 50 % of<br />
sales. Alongside the full Phonak range, the company<br />
continues to market other manufacturers' products<br />
and ensures their after-sales service.<br />
The previous majority shareholder, Barcelona-based Indo Internacional<br />
SA, had decided to focus on its core activity, the optical<br />
business. Indo Laem’s management was, therefore, seeking an<br />
industrial partner with a long-term interest in the business who<br />
would guarantee first-class products, high service quality, professional<br />
marketing and a genuine concern for employees' interests.
Unitron Industries Ltd.<br />
strengthens Phonak's<br />
multi-brand strategy.<br />
The top management of the Unitron Group:<br />
Paul Thompson (COO and CFO) and Gary<br />
Ullman (President and CEO). The following<br />
also belong to the management team:<br />
Gary Maas (President of Lori/Unitron and<br />
Argosy), Doug Brander (COO of Lori/Unitron<br />
and Argosy), Roberto Reale (General<br />
Manager of Unitron International),<br />
Mike Moore (General Manager of the<br />
distribution company in Canada) and<br />
Wolfgang Wolter (General Manager of<br />
Unitron Germany).<br />
Headquarters Kitchener, Ontario, Canada<br />
Subsidiaries Lori/Unitron, Golden Valley, Minnesota, USA<br />
Argosy, Eden Prairie, Minnesota, USA<br />
Unitron Industries GmbH, Bremen, Germany<br />
Number of instruments sold in <strong>2000</strong>/<strong>01</strong> 205,000<br />
Current global market share 3.4 %<br />
Number of employees approximately 600<br />
Consolidated by Phonak since January 1, 20<strong>01</strong><br />
Unitron Industries designs and manufactures a range of analog, digitally programmable<br />
and fully digital hearing instrument lines from high-performance<br />
Behind-The-Ear (BTE) instruments through to miniature Completely-In-the-Canal<br />
(CIC) devices. An expert in-house R&D team drives the development of new products,<br />
including Nexus, a fully digital hearing computer line that features the first freely<br />
programmable digital platform. This product was launched in Spring 20<strong>01</strong>.<br />
In <strong>2000</strong> Unitron took one of the “50 Best Managed Private Companies<br />
in Canada” awards. This prestigious award is presented each<br />
year by the country's leading business federation in recognition of<br />
exemplary management practices, attitudes towards employees<br />
and customers, and technological innovation.<br />
24<br />
Founded in 1964, Unitron Industries<br />
quickly earned a reputation for their<br />
powerful instruments that helped users<br />
overcome severe hearing impairment.<br />
This success was largely responsible for<br />
the company's growth into one of the<br />
largest suppliers of hearing instruments<br />
in North America. During 1999 and<br />
<strong>2000</strong>, Unitron purchased two US companies<br />
- Lori Medical Laboratories and<br />
Argosy Electronics, both of which<br />
specialize in In-The-Ear (ITE) instruments<br />
and are located in Minnesota.
Hansaton gives<br />
Phonak a<br />
leading position in Austria.<br />
Headquarters Salzburg, Austria<br />
Branches 30 specialist outlets and approximately<br />
100 consultancy and service centers<br />
Number of instruments sold in <strong>2000</strong>/<strong>01</strong> Approximately 9,000<br />
Market share in Austria Approximately 30 %<br />
Number of employees 125<br />
Consolidated by Phonak since April 1, 20<strong>01</strong><br />
Hansaton was founded in Salzburg in<br />
1961 as the Austrian distributor of the<br />
Hamburg-based German hearing instrument<br />
manufacturer, Hansaton Fischer<br />
KG. The company was sold to Siemens in<br />
1981. In 1993 the top management took<br />
over the company in a management<br />
buy-out.<br />
Integration with Phonak will ensure the successful, long-term<br />
development of Hansaton. Andreas Schlatte (right) and Hannes<br />
Reichl (left) – pictured here with Peter Pfluger (middle) at the<br />
announcement of the tie-up – will remain joint managing directors<br />
of the company.<br />
Portraits<br />
Hansaton provides the Austrian market, through its own specialist outlets as well as<br />
further consultancy and service centers, with most modern hearing systems. Furthermore,<br />
the company sells diagnostic equipment to Ear, Nose and Throat (ENT)<br />
specialists throughout Austria. Hansaton holds a leading position as a supplier of<br />
instruments for children with hearing impairment and has been successful with a<br />
therapeutic program for tinnitus sufferers.<br />
25
28 Consolidated Income Statement<br />
29 Consolidated Balance Sheet<br />
30 Consolidated Statement of Cash Flows<br />
31 Summary of Changes in Shareholders’ Equity<br />
32 Notes to the Consolidated Financial Statements<br />
53 <strong>Report</strong> of the Group Auditors<br />
27<br />
Consolidated Financial Statements
Consolidated Income Statement <strong>2000</strong>/<strong>01</strong><br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Notes 1,000 CHF 1,000 CHF<br />
Consolidated sales 4 460,152 314,281<br />
Sales related costs 5 (30,555) (19,052)<br />
Changes in finished goods and<br />
work-in-process 4,171 (185)<br />
Own work capitalized 6 1,979 2,554<br />
Share of loss of unconsolidated associates (185) (203)<br />
Other operating income 90 992<br />
Operating income 435,652 298,387<br />
Direct material costs (105,528) (71,772)<br />
Personnel expenses (128,007) (99,412)<br />
Other operating expenses 7 (97,133) (67,856)<br />
Depreciation and amortization 8 (17,945) (12,122)<br />
Exchange differences 7,219 2,282<br />
Other income/(expense), net 9 1,052 (704)<br />
Operating profit (EBIT) 95,310 48,803<br />
Financial expense, net 10 (3,158) (2,091)<br />
Profit before deduction of taxes<br />
and minority interests 92,152 46,712<br />
Taxes 11 (26,102) (12,587)<br />
Minority interests’ share of profit (333) (92)<br />
Consolidated net profit 65,717 34,033<br />
Basic earnings per share (CHF/share) 12 103.89 54.12<br />
Diluted earnings per share (CHF/share) 102.61 53.81<br />
28
Consolidated Balance Sheet at March 31, 20<strong>01</strong><br />
29<br />
Consolidated Financial Statements<br />
Assets<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Notes 1,000 CHF 1,000 CHF<br />
Cash and cash equivalents 14 96,108 47,965<br />
Trade receivables 15 92,616 66,429<br />
Other receivables and prepayments 16 15,654 12,782<br />
Inventories 17 85,555 68,114<br />
Total current assets 289,933 195,290<br />
Land and buildings 18 70,085 68,078<br />
Plant and equipment 18 49,322 36,250<br />
Total tangible fixed assets 119,407 104,328<br />
Investments in associates 19 0 185<br />
Other investments 20 47,577 3,682<br />
Deferred tax assets 11 33,803 12,851<br />
Intangible assets (Goodwill) 21 213,778 29,937<br />
Total non-current assets 414,565 150,983<br />
Total assets 704,498 346,273<br />
Liabilities and shareholders’ equity<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Notes 1,000 CHF 1,000 CHF<br />
Short-term debts 22 32,687 12,973<br />
Trade payables 31,380 25,992<br />
Taxes payable 18,635 4,599<br />
Other payables and accruals 23 71,987 38,376<br />
Total current liabilities 154,689 81,940<br />
Mortgages 24 42,504 44,656<br />
Other long-term debts 25 160,263 18,266<br />
Deferred tax liabilities 11 17,607 13,709<br />
Other long-term provisions 26 5,282 4,367<br />
Total long-term liabilities 225,656 80,998<br />
Total liabilities 380,345 162,938<br />
Minority interests 543 496<br />
Share capital 27 12,937 12,618<br />
Capital reserves 121,198 36,488<br />
Treasury shares (3,969) (1,198)<br />
Retained earnings 189,887 131,731<br />
Cumulative translation adjustment 3,557 3,200<br />
Total shareholders’ equity 323,610 182,839<br />
Total liabilities and shareholders’ equity 704,498 346,273
Consolidated Statement of Cash Flows <strong>2000</strong>/<strong>01</strong><br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Notes 1,000 CHF 1,000 CHF<br />
Consolidated net profit 65,717 34,033<br />
Non cash items<br />
Depreciation of tangible fixed assets 13,245 10,088<br />
Amortization of intangible assets 4,480 1,814<br />
Write-down of other investments 220 220<br />
Loss on sale of tangible fixed assets, net 227 2<strong>01</strong><br />
Minority interest in net profit 333 92<br />
Share of loss of associates 185 203<br />
Change in deferred taxes, net (6,173) (2,032)<br />
Change in other long-term provisions, net (2,820) 9,697 650 11,236<br />
Cash flow before changes in working capital 75,414 45,269<br />
Changes in net current assets<br />
Increase<br />
Trade receivables (11,145) (13,347)<br />
Other receivables and prepayments (1,534) (4)<br />
Inventories (4,559) (4,176)<br />
Increase<br />
Trade payables (2,768) 7,662<br />
Tax payable 13,940 (4,547)<br />
Other payables and accruals 22,106 16,040 5,534 (8,878)<br />
Net cash from operating activities 91,454 36,391<br />
Purchase of tangible fixed assets (21,842) (17,426)<br />
Proceeds from sale of tangible fixed assets 900 339<br />
Acquisition of subsidiaries (net of cash acquired) 28 (109,272) (1,871)<br />
Acquisition of minority interests 29 (632) (863)<br />
(Increase)/decrease in other investments, net (23,829) 556<br />
Net cash used in investing activities (154,675) (19,265)<br />
Increase in short-term debts, net 4,029 3,629<br />
Decrease in mortgages (2,626) (2,650)<br />
Increase/(decrease) in other long-term debts, net 119,508 (1,994)<br />
Capital increase Phonak Holding Ltd. 4,239 2,336<br />
Acquisition of treasury shares (2,771) (83)<br />
Dividend paid by Phonak Holding Ltd. (7,561) (6,908)<br />
Minority interests in dividends paid<br />
by Group companies (54) (61)<br />
Net cash from financing activities 114,764 (5,731)<br />
Currency translation differences (3,400) (21)<br />
Increase in cash and cash equivalents 48,143 11,374<br />
Cash and cash equivalents per April 1 47,965 36,591<br />
Cash and cash equivalents per March 31 96,108 47,965<br />
Additional details: • interest paid 4,640 3,298<br />
• taxes paid 18,402 18,372<br />
30
Summary of Changes in Shareholders’ Equity<br />
31<br />
Consolidated Financial Statements<br />
Share Capital Retained Cumulative Treasury Total<br />
capital reserves earnings translation shares shareholders’<br />
1,000 CHF adjustment equity<br />
Balance April 1, 1999<br />
Capital increase of<br />
12,577 34,193 104,540 967 (1,115) 151,162<br />
Phonak Holding Ltd. 1)<br />
Acquisition of<br />
41 2,295 2,336<br />
treasury shares<br />
Dividend paid<br />
(83) (83)<br />
by Phonak Holding Ltd. (6,908) (6,908)<br />
Consolidated net profit<br />
Currency translation<br />
34,033 34,033<br />
differences 2,233 2,233<br />
Other changes 66 66<br />
Balance March 31, <strong>2000</strong><br />
Capital increases of<br />
Phonak Holding Ltd.<br />
12,618 36,488 131,731 3,200 (1,198) 182,839<br />
1)<br />
from conditional capital 58 4,181 4,239<br />
from authorized capital 2)<br />
Acquisition of<br />
261 80,529 80,790<br />
treasury shares<br />
Dividend paid<br />
(2,771) (2,771)<br />
by Phonak Holding Ltd. (7,561) (7,561)<br />
Consolidated net profit<br />
Currency translation<br />
65,717 65,717<br />
differences 357 357<br />
Balance March 31, 20<strong>01</strong> 12,937 121,198 189,887 3,557 (3,969) 323,610<br />
1)<br />
The capital increase was made from the conditional capital.<br />
2)<br />
Used as partial purchase price for the acquisition of the Unitron Group (see also Note 28) and as partial purchase price prepayment for the<br />
acquisition of Hansaton (see also Note 20).<br />
Definition of the different categories of shareholders’ equity recognized in the Phonak Group:<br />
• Share capital is the share capital of the parent company Phonak Holding Ltd.<br />
• Capital reserves represent the share premiums arising out of the capital increases of Phonak Holding Ltd.<br />
• Retained earnings comprise the undistributed profits of group companies and all other reserves including<br />
adjustments arising on consolidation.<br />
• Treasury shares comprise the repurchased shares of Phonak Holding Ltd. at their respective acquisition<br />
costs.
Notes to the Consolidated Financial Statements at March 31, 20<strong>01</strong><br />
1. Corporate information<br />
The Phonak Group (the “Group”) is involved in the development, manufacture and distribution of hearing<br />
systems and related products for the hard of hearing. The Group operates world-wide and distributes its<br />
products through its own distribution network in the major industrial countries and through independent<br />
representatives in over 60 other countries. The ultimate parent company is Phonak Holding Ltd., a limited<br />
liability company incorporated in Switzerland. Phonak Holding Ltd.’s registered office is located at<br />
Laubisrütistrasse 28, CH-8712 Stäfa, Switzerland.<br />
2. Basis of the consolidated financial statements<br />
The consolidated financial statements of the Phonak Group are based on the financial statements at March 31<br />
of the individual Group companies prepared in accordance with uniform policies. The consolidated financial<br />
statements have been prepared on a historical cost basis except for the measurement at market value of<br />
short-term securities and comply with International Accounting Standards (IAS). The consolidated financial<br />
statements were approved by the Board of Directors of Phonak Holding Ltd. on June 7, 20<strong>01</strong>. During the year,<br />
the following Standards have been adopted for the first time:<br />
• IAS 10 (revised 1999) Events After the Balance Sheet Date<br />
• IAS 22 (revised 1998) Business Combinations<br />
• IAS 36 Impairment of Assets<br />
• IAS 37 Provisions, Contingent Liabilities and Contingent Assets<br />
• IAS 38 Intangible Assets.<br />
The preparation of financial statements requires management to make estimates and assumptions that affect<br />
the amounts reported for assets and liabilities and contingent assets and liabilities at the date of the financial<br />
statements as well as revenue and expenses reported for the period. Actual results could differ from these<br />
estimates.<br />
2.1 Basis of consolidation<br />
The consolidated financial statements include the financial statements of Phonak Holding Ltd. as well as the<br />
domestic and foreign subsidiaries in which Phonak Holding Ltd. holds directly or indirectly more than 50 % of<br />
the share capital. These companies have been fully consolidated in the consolidated financial statements.<br />
Minority investments in associated companies (generally investments between 20 % and 50 %) are consolidated<br />
using the equity method. Investments of below 20 % are recorded at acquisition cost less any necessary<br />
write-downs. A list of the significant consolidated companies is given in Note 37.<br />
2.2 Principles of consolidation<br />
Under the full consolidation method, 100 % of assets, liabilities, income and expenses are included. The interests<br />
of minority shareholders in equity and net profit are shown separately in the balance sheet and income<br />
statement. The Group’s share of equity in those companies consolidated using the equity method is shown in<br />
the balance sheet as “Investments in associates”, and its share in the net profit or loss for the year is shown in<br />
the income statement as “Share of profit or loss of unconsolidated associates”.<br />
Group companies acquired during the year are included in the consolidation from the date of acquisition, and<br />
companies disposed of excluded as of the date of disposal.<br />
32
33<br />
Consolidated Financial Statements<br />
Intercompany receivables, liabilities, expenses and income are eliminated. Unrealised profit on intercompany<br />
inventories is eliminated.<br />
2.3 Goodwill<br />
The assets and liabilities of newly acquired Group companies are revalued at the estimated market values at the<br />
date of acquisition. The difference between the purchase price and the revalued net assets represents goodwill.<br />
Goodwill is capitalised and amortised on a straight line basis over its expected economic useful life, not exceeding<br />
a maximum of 20 years. Goodwill denominated in foreign currencies is translated into Swiss francs at the<br />
exchange rate applicable at year-end.<br />
2.4 Currency translation<br />
The consolidated financial statements are expressed in Swiss francs (“CHF”). The functional currency of each<br />
group company is the applicable local currency.<br />
Monetary assets and liabilities of Group companies which are denominated in foreign currencies are translated<br />
using year-end exchange rates. Transactions in foreign currencies are accounted for at the rates prevailing at<br />
the dates of the transactions. The resulting exchange differences are recorded in the local income statements of<br />
the Group companies and included in net profit.<br />
When translating foreign currency financial statements into Swiss francs, year-end exchange rates are applied<br />
to assets and liabilities, while average annual rates are applied to income statement accounts. Translation<br />
differences arising from this process are recorded in a separate component of shareholders’ equity.<br />
2.5 Accounting and valuation principles<br />
Cash and cash equivalents<br />
Cash and cash equivalents consist of cash on hand, postal checking and bank account balances, time deposits<br />
with a maturity of 3 months or less, and securities. The securities are quoted, easily realisable and valued at<br />
market values. Adjustments to reflect market value are recorded as a component of net profit.<br />
Trade receivables<br />
Trade receivables are recorded at nominal value. Provision is made for doubtful accounts.<br />
Inventories<br />
Purchased raw materials, components and finished goods are valued at the lower of cost (usually average) or<br />
market value. Manufactured finished goods and work-in-process are valued at the lower of production cost or<br />
market value. The main elements of production cost are materials, direct labour, and an allocation of production<br />
overhead expense.<br />
Tangible fixed assets<br />
Tangible fixed assets (land, buildings, plant and equipment) are valued at purchase or manufacturing cost less<br />
accumulated depreciation. Depreciation is calculated on a straight line basis over the expected useful lives of the<br />
individual assets or asset categories. The applicable useful lives are 25–40 years for buildings, and 3–10 years for<br />
production facilities, machinery, equipment and vehicles. Land is not depreciated.<br />
Leased assets (financial leasing) are capitalized and depreciated over their estimated useful life, as defined above.<br />
The corresponding liabilities are classified as “short-term debts” or “other long-term debts”, depending on whether<br />
they are payable within or after 12 months.<br />
Expenditures for repair and maintenance which do not increase the estimated useful lives of the related assets are<br />
recognized as an expense in the period in which they are incurred.
Intangible assets<br />
Intangible assets are comprised solely of goodwill arising on acquisitions. Goodwill is amortised on a straight line<br />
basis over the expected useful life, not exceeding 20 years (see also Note 2.3).<br />
Short-term debts<br />
Short-term debts consist of short-term bank debts and all other interest bearing debts with a maturity of<br />
12 months or less.<br />
Income taxes<br />
Full provision is made for taxes which are to be paid on taxable profits of the individual Group companies.<br />
Deferred tax is provided on the valuation differences (timing differences) between the tax bases of assets and<br />
liabilities and their carrying values in the consolidated balance sheet. Deferred tax assets relating to tax loss<br />
carry-forwards are recognised only to the extent that it is probable that taxable income will be available against<br />
which the tax losses can be offset.<br />
Provision is made for non-recoverable withholding taxes only on anticipated dividend distributions from subsidiaries.<br />
No provision is made in respect of possible future dividend distributions from undistributed earnings, as<br />
these are generally reinvested.<br />
Employee benefits<br />
Pension plans<br />
Certain Group companies have additional pension plans in addition to the mandatory local statutory social security<br />
plans. Such plans are defined contribution plans (future benefits are determined by reference to the amount<br />
of contributions paid) and are generally administered by autonomous pension plans or independent insurance<br />
companies. The pension plans are financed through employer and employee contributions. The employer’s<br />
contributions are charged to income and amounted to CHF 4.1 million during the current year (previous year<br />
CHF 3.4 million).<br />
Phonak Holding Ltd.’s pension fund, in which the Swiss Group companies Phonak Ltd., Phonak Switzerland Ltd.<br />
and Phonak Marketing International Ltd. participate, has been treated up until now as a defined contribution<br />
plan. Subsequent to a detailed evaluation made by the Swiss IAS Forum and the Audit Commission of the Swiss<br />
Institute of Accountants, and as a result of the special features of the Swiss employee benefit system, it will be<br />
treated in the future as a defined benefit plan. The new valuation and treatment will become effective as of<br />
April 1, 20<strong>01</strong>.<br />
Other long-term benefits<br />
Other long-term benefits comprise mainly length of service compensation which certain subsidiary companies are<br />
required to provide in accordance with legal requirements in the respective countries. These benefits are accrued,<br />
and the corresponding liabilities are included under “Provisions for severance allowances” in the balance sheet<br />
position “Other long-term provisions” (see also Note 26).<br />
Employee share option plan<br />
No costs are recognised in the consolidated financial statements for options granted to employees, as the<br />
strike price normally equals the average market value during the three months prior to the date of grant<br />
(see also Note 31).<br />
Revenue recognition<br />
Consolidated sales represent invoiced sales to third parties excluding sales taxes and net of returns. Revenue<br />
from long-term service contracts is recognised on a pro rata basis over the contract period.<br />
34
Research and development costs<br />
All research and development costs are expensed as incurred. The R&D costs for <strong>2000</strong>/<strong>01</strong> amounted to<br />
CHF 33.4 million (previous year CHF 25.3 million). In addition to the internal costs (direct personnel and<br />
other operating costs, depreciation on R&D equipment and allocated occupancy costs), total costs also<br />
include externally contracted R&D work amounting to CHF 12.0 million (previous year CHF 7.5 million).<br />
Financial instruments<br />
Financial instruments comprise cash and bank balances, securities, trade receivables, trade payables, mortgage<br />
liabilities and other long-term debts. The carrying amounts of cash and bank balances, securities, trade receivables<br />
and trade payables approximate their market values. Mortgages and other long-term debts subject to<br />
floating interest rates are based on normal market conditions, and these balances are adjusted to reflect changes<br />
in interest rates. Interest rates on fixed mortgages approximate current market interest rates or, in some<br />
instances, tend to be lower. Therefore, no detailed calculation of market values was made, as no significant<br />
deviations from the carrying values of these liablities are to be expected. Information concerning the balances,<br />
base currencies and interest rates of mortgages and other long-term debts is disclosed in Notes 24 and 25.<br />
Interest rate risk<br />
Interest rate risk relates primarily to the long-term interest bearing liabilities. The Group’s mortgages as well as<br />
a portion of the other long-term debts represent long-term fixed-rate contracts, which minimizes the risk of<br />
changing interest rates. The remainder of the long-term debts (entered into during the business year <strong>2000</strong>/<strong>01</strong>)<br />
are currently subject to money market rates. The interest situation and hedging possibilities are continuously<br />
monitored. Derivative instruments are not currently being used to hedge against changes in interest rates.<br />
Exchange rate risk<br />
The Group buys and sells products in foreign currencies and is therefore exposed to exchange rate risks. To<br />
hedge against foreign currency exchange risks, in particular relating to intercompany sales and the settlement<br />
of intercompany loans, forward currency contracts are entered into. The unsettled contracts at March 31,<br />
20<strong>01</strong>, have a nominal book value of CHF 3.5 million (previous year CHF 6.1 million) and a fair value of<br />
CHF 3.6 million (previous year CHF 6.4 million). Unrealized exchange losses on forward currency contracts,<br />
to the extent that these are not offset by unrealized gains on the corresponding hedged transactions, are<br />
recognized and charged fully against net profit. No other financial instruments (e.g. derivative instruments)<br />
have been entered into.<br />
Concentration risk<br />
Financial instruments which could expose the Group to a potential concentration risk are principally cash and<br />
bank balances and trade receivables. Banking relations are maintained only with first class financial institutions.<br />
The Group performs continuous credit checks on its customers and is not exposed to any significant<br />
concentration risks.<br />
Impairment of assets<br />
At each balance sheet date, the carrying values of assets are reviewed for any indication of impairment. If such<br />
indication exists, the recoverable amount of the asset is estimated. The recoverable value is the higher of an<br />
asset’s net selling price and its value in use. The value in use is the present value of estimated future cash<br />
flows expected to arise from the continuing use of the asset. If the recoverable amount is less than the carrying<br />
value, the carrying value of the asset is reduced to the recoverable amount and the amount of the reduction<br />
recognized as an impairment loss. Any indication that a previously recognised impairment loss no longer<br />
exists or has decreased will give rise to a reversal of an impairment loss and will be recognised in income.<br />
35<br />
Consolidated Financial Statements
Related Parties<br />
Related parties are defined to include the main shareholders and members of the Board of Directors of<br />
Phonak Holding Ltd. and Group management. All transactions with related parties are conducted on armslength<br />
bases.<br />
4. Segment information<br />
The Group is active in only one segment: the development, production, distribution and service of hearing<br />
instruments and related products. The primary segment information is presented according to geographical<br />
regions, which also correspond to the organisational structure. Transactions between segments are generally<br />
conducted at market rates.<br />
36<br />
Europe North America<br />
1,000 CHF <strong>2000</strong>/<strong>01</strong> 1999/00 <strong>2000</strong>/<strong>01</strong> 1999/00<br />
Sales<br />
Third parties 225,914 167,675 217,371 131,392<br />
Intersegment sales 188,984 123,356 0 179<br />
Total sales 414,898 291,031 217,371 131,571<br />
Segment result 109,295 52,549 14,118 14,786<br />
Share of loss of unconsolidated associates (185) (203) 0 0<br />
Operating profit (EBIT) 109,110 52,346 14,118 14,786<br />
Financial expense, net<br />
Profit before taxes and minority interests<br />
Taxes<br />
Minority interests in net profit<br />
Consolidated net profit<br />
Segment assets 774,332 421,654 310,451 57,354<br />
Investments in associates 0 185 0 0<br />
Total assets 774,332 421,839 310,451 57,354<br />
Total liabilities 420,782 232,160 226,120 39,584<br />
Other information:<br />
Investments in tangible and intangible fixed assets 31,429 14,2<strong>01</strong> 183,622 2,734<br />
Depreciation on tangible fixed assets 10,928 8,943 2,026 854<br />
Depreciation on intangible assets<br />
and write-offs of other investments 2,402 1,994 2,290 32
Australasia Eliminations / Total<br />
Other<br />
<strong>2000</strong>/<strong>01</strong> 1999/00 <strong>2000</strong>/<strong>01</strong> 1999/00 <strong>2000</strong>/<strong>01</strong> 1999/00<br />
16,867 15,214 0 0 460,152 314,281<br />
14,159 15,316 (203,143) (138,851) 0 0<br />
31,026 30,530 (203,143) (138,851) 460,152 314,281<br />
5,313 4,687 (33,231) (23,<strong>01</strong>6) 95,495 49,006<br />
0 0 0 0 (185) (203)<br />
5,313 4,687 (33,231) (23,<strong>01</strong>6) 95,310 48,803<br />
(3,158) (2,091)<br />
92,152 46,712<br />
(26,102) (12,587)<br />
(333) (92)<br />
65,717 34,033<br />
14,457 16,285 (394,742) (149,205) 704,498 346,088<br />
0 0 0 0 0 185<br />
14,457 16,285 (394,742) (149,205) 704,498 346,273<br />
8,609 7,772 (275,166) (116,578) 380,345 162,938<br />
583 491 0 0 215,634 17,426<br />
291 291 0 0 13,245 10,088<br />
8 8 0 0 4,700 2,034<br />
37<br />
Consolidated Financial Statements<br />
3. Changes in Group structure<br />
During the <strong>2000</strong>/<strong>01</strong> business year, the following companies were included in the consolidation for the first<br />
time:<br />
• Phonak Laem SA, Madrid, Spain (resulting from the merger of Phonak España SA, Madrid, and Indo Laem<br />
Audiologia SA, Alicante, in which a 100% interest was acquired in September <strong>2000</strong>)<br />
• Auris Holding ApS and its wholly owned subsidiary Auris A/S, Middelfart, Denmark (100% interest acquired<br />
as of April 1, <strong>2000</strong> and included in Phonak Danmark A/S following the merger of these companies)<br />
• Phonak Switzerland Ltd., Bubikon, Switzerland (founded in August <strong>2000</strong>)<br />
• Phonak Middle East FZE, Dubai, United Arabian Emirates (founded in December <strong>2000</strong>)<br />
• Unitron Group, Kitchener, Ontario, Canada (100% interest purchased as of January 1, 20<strong>01</strong>)
5. Sales related costs<br />
These consist of expenditures which relate directly to sales revenue, such as cash discounts, year-end rebates,<br />
third party sales commissions, outward freight costs, bad debts, and the cost of warranty work.<br />
6. Own work capitalized<br />
Own work capitalized includes material and personnel costs and allocated production overhead expense in<br />
connection with the production of self-constructed fixed assets, particularly production equipment and tools.<br />
7. Other operating expenses<br />
Other operating expenses are comprised of the following items:<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Energy, small materials, tools 13,364 7,731<br />
External R & D costs 12,047 7,521<br />
Maintenance, other third party services 6,183 4,907<br />
Rent and leasing costs 5,204 3,628<br />
Office and professional expenses 15,215 9,568<br />
Travel and car expenses 8,878 6,516<br />
Advertising and PR expenses 30,205 24,086<br />
Other operating expenses 6,037 3,899<br />
Total 97,133 67,856<br />
The notable increase in office and professional expenses as well as in other operating expenses is attributable<br />
among others to the transaction costs in connection with purchases of subsidiaries made during the year.<br />
8. Depreciation and amortization<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Depreciation on tangible fixed assets<br />
Buildings 1,918 1,855<br />
Plant and equipment 11,327 8,233<br />
Total 13,245 10,088<br />
Amortization of goodwill 4,480 1,814<br />
Write-down of other investments 220 220<br />
Total 17,945 12,122<br />
38
9. Other income/(expenses), net<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Loss on disposal of fixed assets, net (227) (2<strong>01</strong>)<br />
Income from non-consolidated investments 0 900<br />
Other income 1,664 1,247<br />
Other expenses (385) (2,650)<br />
Total 1,052 (704)<br />
Other income/(expenses) comprise non-recurring items which are incurred in the ordinary course of business.<br />
The most significant amount included in Other income for the <strong>2000</strong>/<strong>01</strong> business year was a one-time<br />
compensation that the Belgium subsidiary Lapperre BHAC NV received in connection with the termination of<br />
an exclusive distribution agreement for surgical instruments. During the prior year, the main component of<br />
Other income was a one-time payment of CHF 0.8 million received from the grant of employee options on<br />
Phonak Holding shares, and in Other expenses it was a one-time penalty which had to be paid to the previous<br />
insurer of the Phonak Ltd. pension scheme as a result of Phonak Ltd.’s early termination of the contract<br />
(CHF 2.6 million).<br />
10. Financial expense, net<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Mortgage interest (1,840) (1,932)<br />
Leasing interest (finance leasing) (4) (6)<br />
Other interest expense (2,796) (1,360)<br />
Total interest expense (4,640) (3,298)<br />
Interest income 1,328 821<br />
Securities income 154 386<br />
Total financial expense, net (3,158) (2,091)<br />
39<br />
Consolidated Financial Statements
11. Taxes<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Income taxes 32,275 14,619<br />
Change in deferred taxes (6,173) (2,032)<br />
Total 26,102 12,587<br />
Reconciliation of tax expense<br />
Net profit before taxes 92,152 46,712<br />
Weighted average expected tax rate 1)<br />
25.55 % 26.63 %<br />
Tax at weighted average rate<br />
+/- effects of<br />
23,541 12,438<br />
non tax deductible expenses 1,832 649<br />
non capitalized tax loss carry forwards and current year losses (net) (45) 50<br />
tax concessions 2)<br />
(579) (346)<br />
change in tax rates on deferred tax balances 14 (82)<br />
prior year expense and other items 3)<br />
1,339 (122)<br />
Total tax expense 26,102 12,587<br />
as a % of consolidated net profit before taxes 28.3 % 26.9 %<br />
1)<br />
The expected Group tax rate is the aggregate obtained by applying the currently effective rate for each individual jurisdiction to its respective<br />
profit before taxes.<br />
2)<br />
In connection with an economic incentive program, one subsidiary company is subject to a reduced tax rate for a limited time period.<br />
3) “Prior year expense and other items” includes non-refundable foreign withholding taxes of 1,113 (prior year 709).<br />
Composition of deferred tax assets and liabilities<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Assets Liabilities Assets Liabilities<br />
Tax loss carry forwards 9,599 0 1,227 0<br />
Allowance for doubtful receivables 1,990 292 482 293<br />
Prepayments 0 775 0 782<br />
Inventories 9,976 2,563 5,206 2,220<br />
Tangible fixed assets 152 9,514 169 7,755<br />
Intangible assets 314 457 107 381<br />
Leasing liabilities 15 2 35 0<br />
Short-term provisions 9,039 98 3,758 0<br />
Long-term provisions 2,524 3,906 1,867 2,278<br />
Other items 194 0 0 0<br />
Deferred taxes 33,803 17,607 12,851 13,709<br />
The tax loss carry forwards on which deferred taxes have been calculated amount to 37,187<br />
(previous year 3,253) and expire between 2005 and 2<strong>01</strong>9.<br />
40
41<br />
Consolidated Financial Statements<br />
12. Earnings per share<br />
The basic earnings per share are calculated by dividing the consolidated net profit by the weighted average<br />
number of shares outstanding (net of treasury shares) during the period. For the current business year, the<br />
weighted average number of shares outstanding amounted to 632,574 shares (previous year 628,885 shares).<br />
The diluted earnings per share considers the dilutive effect which could arise upon the possible exercise of all<br />
outstanding options. The weighted average number of shares thus used to determine the diluted earnings per<br />
share was 640,452 shares (previous year 632,484 shares).<br />
13. Dividend per share<br />
The Board of Directors of Phonak Holding Ltd. proposes to the General Meeting to be held on July 5, 20<strong>01</strong> that<br />
a repayment reducing the nominal value of shares by CHF 15.00 each be made instead of a dividend distribution<br />
(previous year dividend of CHF 12.00 per share).<br />
14. Cash and cash equivalents<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Cash on hand 191 77<br />
Postal checking and current bank accounts 53,923 25,421<br />
Time deposits 31,275 11,486<br />
Quoted securities 10,711 10,981<br />
Payments in transit 8 0<br />
Total 96,108 47,965<br />
15. Trade receivables<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Accounts receivable 100,734 68,882<br />
Provision for doubtful debts (8,118) (2,453)<br />
Total 92,616 66,429<br />
16. Other receivables and prepayments<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Other receivables 9,098 7,782<br />
Prepayments 6,556 5,000<br />
Total 15,654 12,782<br />
The largest individual items included in other receivables are recoverable withholding taxes on interest and dividend<br />
income, recoverable value added taxes, and advances to suppliers. Prepayments comprise mainly prepaid<br />
operating expenses. The by far most significant component relates to pension and other insurance premiums of<br />
CHF 4.2 million (previous year CHF 4.2 million).
17. Inventories<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1’000 CHF 1’000 CHF<br />
Raw materials and components 35,204 20,932<br />
Work-in-process 13,753 12,899<br />
Finished products (incl. purchased goods) 49,640 40,294<br />
Allowances (13,042) (6,<strong>01</strong>1)<br />
Total 85,555 68,114<br />
18. Tangible fixed assets<br />
Total Total<br />
land & Plant & fixed assets<br />
1,000 CHF Land Buildings buildings equipment 31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Cost<br />
Balance April 1 8,874 72,535 81,409 78,422 159,831 145,724<br />
Change in Group companies 1,023 4,060 5,083 19,614 24,697 533<br />
Additions 0 334 334 21,508 21,842 17,426<br />
Disposals 0 0 0 (4,253) (4,253) (4,419)<br />
Exchange differences (107) (97) (204) (708) (912) 567<br />
Balance March 31 9,790 76,832 86,622 114,583 2<strong>01</strong>,205 159,831<br />
Accumulated depreciation<br />
Balance April 1 0 13,331 13,331 42,172 55,503 48,603<br />
Change in Group companies 0 1,374 1,374 15,542 16,916 360<br />
Depreciation for the year 0 1,918 1,918 11,327 13,245 10,088<br />
Disposals 0 0 0 (3,126) (3,126) (3,879)<br />
Exchange differences 0 (86) (86) (654) (740) 331<br />
Balance March 31 0 16,537 16,537 65,261 81,798 55,503<br />
Net book value<br />
Balance April 1 8,874 59,204 68,078 36,250 104,328 97,121<br />
Balance March 31 9,790 60,295 70,085 49,322 119,407 104,328<br />
The additions to plant and equipment comprise CHF 7.7 million (previous year CHF 8.0 million) for production facilities<br />
and machines, CHF 12.2 million (previous year CHF 8.3 million) for tools and office equipment, and CHF 1.6 million<br />
(previous year CHF 1.1 million) for motor vehicles. The tangible fixed assets (buildings, plant and equipment)<br />
are insured against fire at a value of CHF 177 million (previous year CHF 116 million). Plant and equipment includes<br />
assets held under financial leases with the following values:<br />
• cost value CHF 2.1 million (previous year CHF 0.1 million)<br />
• net book value CHF 0.8 million (previous year CHF 0.1 million)<br />
The corresponding leasing liabilities amount to CHF 0.8 million (previous year CHF 0.1 million).<br />
The Group has commitments for the purchase of fixed assets totalling CHF 0.7 million (previous year 0).<br />
42
43<br />
Consolidated Financial Statements<br />
19. Investments in associates<br />
Investments in associates relate to a 25% investment in the software development company HIMSA A/S<br />
(a joint-venture with the three Danish hearing instrument manufacturers). The company closed its fiscal year<br />
<strong>2000</strong> with a loss. The Group’s pro-rata share in that loss of CHF 0.5 million exceeded the book value of the<br />
investment, which has therefore been reduced to zero and the use of the equity method of accounting discontinued.<br />
The Group’s share in losses which was therefore not recognized was CHF 0.3 million at March 31, 20<strong>01</strong>.<br />
20. Other investments<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Other investments 5,527 3,382<br />
Prepayment of purchase price for subsidiary 40,075 0<br />
Other long-term loans 1,975 300<br />
Total 47,577 3,682<br />
The other investments consist mainly of a minority interest in the Danish patent holding company K/S HIMPP<br />
(Hearing Instrument Manufacturers Patent Partnership), in which Phonak and Unitron have invested together<br />
with other leading hearing instrument manufacturers.<br />
The prepayment of purchase price for subsidiary relates to the acquisition of a 100% interest in<br />
Hansaton Audiologische Geräte GmbH (Salzburg, Austria). Of the purchase price, CHF 16.2 million was paid in<br />
Phonak Holding shares and CHF 23.9 million was paid in cash. As Phonak assumed control over this company<br />
on April 1, 20<strong>01</strong>, it is not yet consolidated at March 31, 20<strong>01</strong> (see also Note 35, “Events after the balance<br />
sheet date”).<br />
The other long-term loans concern a loan arising from the sale of an investment of the Unitron Group during<br />
1999. As of March 31, 20<strong>01</strong>, the balance outstanding was CHF 0.4 million, which bears interest at the rate of<br />
8% and is scheduled for repayment in annual instalments until the year 2004. This line item also includes a<br />
non-interest bearing loan receivable from a supplier which is due by December 31, 2006.<br />
21. Intangible assets (Goodwill)<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Cost<br />
Balance April 1 36,489 35,445<br />
Additions 186,<strong>01</strong>1 883<br />
Exchange differences 2,220 161<br />
Balance March 31<br />
Accumulated depreciation<br />
224,720 36,489<br />
Balance April 1 6,552 4,729<br />
Amortization for the year 4,480 1,814<br />
Exchange differences (90) 9<br />
Balance March 31<br />
Net book value<br />
10,942 6,552<br />
Balance April 1 29,937 30,716<br />
Balance March 31<br />
Goodwill is being amortized over 20 years.<br />
213,778 29,937
22. Short-term debts<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Bank debts 2,040 8,262<br />
Current maturities of long-term debts 30,647 4,711<br />
Total 32,687 12,973<br />
The current maturities of long-term debts consist of amounts falling due in the next 12 months in respect<br />
of mortgage repayments of CHF 2.7 million (previous year CHF 2.7 million) and other long-term debts of<br />
CHF 27.9 million (previous year CHF 2.0 million).<br />
23. Other payables and accruals<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Other payables 9,231 5,024<br />
Accruals 60,350 31,687<br />
Deferred income 2,406 1,665<br />
Total 71,987 38,376<br />
Other payables include principally amounts to be remitted in respect of sales taxes, value added taxes, social<br />
security payments, employees’ income taxes deducted at source and customer prepayments. Accruals include,<br />
among other items, provisions for vacation entitlement, salaries and bonuses payable, customer sales rebates,<br />
and other short-term expenditures for which the amount is not precisely determinable. The substantial increase<br />
compared with the previous year is due partially to new Group companies acquired as well as to the large<br />
increase in customer sales rebates. Deferred income represents the deferred portion of long-term service<br />
contract revenue.<br />
24. Mortgages<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Analysis by currency<br />
Swiss Francs 40,700 43,000<br />
German Marks 1,053 1,335<br />
Danish Crowns 508 0<br />
French Francs 169 321<br />
Canadian Dollars 74 0<br />
Total 42,504 44,656<br />
Of which maturing in beyond 5 years 28,184 29,175<br />
The above-mentioned mortgages are all secured by lien on the related real estate. Principal amounts bear<br />
interest at the following rates per annum: CHF 16.5 million at 3.0 %, CHF 12.0 million at 4.0 %, CHF 4.8 million<br />
at 4.2 %, CHF 2.4 million at 4.25 %, CHF 5.0 million at 5.25 % and the remainder at 5.0 % to 10.0 %. The<br />
major portion of the Swiss franc mortgages are repaid in annual instalments representing 5 % of the principal<br />
amount. The mortgages expressed in German marks and French francs are also repayable in annual instalments<br />
and mature within a maximum of 5 years. The mortgages denominated in Danish crowns are repayable on a<br />
quarterly basis and mature over the next 6 to 19 years.<br />
44
25. Other long-term debts<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Bank loans 156,776 18,102<br />
Loans from supplier 1,690 0<br />
Other 1,797 164<br />
Total 160,263 18,266<br />
Analysis by currency<br />
Swiss Francs 141,400 0<br />
Belgian Francs 15,376 18,102<br />
Canadian Dollars 2,487 0<br />
Spanish Pesetas 438 0<br />
Danish Crowns 409 0<br />
French Francs 79 116<br />
Australian Dollars 72 42<br />
New Zealand Dollars 2 6<br />
Total 160,263 18,266<br />
Of which maturing in beyond 5 years 54,380 9,809<br />
Long-term debts denominated in Swiss francs relate to a bank loan obtained to finance the purchase of the<br />
Unitron and Hansaton subsidiaries. This loan bears interest at LIBOR +0.9 % (currently 4.34667 %) and is<br />
scheduled for repayment semi-annually over seven years (until December 31, 2007).<br />
The debt in Belgian francs relates to two long-term bank credits which are repayable in annual instalments<br />
with a final maturity date of 2008 (for the purchase of Lapperre BHAC NV during the 1996/97 business year)<br />
and in monthly instalments through the year 2<strong>01</strong>8 (for the purchase of the hearing instrument sales facilities<br />
during the 1997/98 business year). Of these loans, the equivalent of CHF 5.8 million bear interest at the shortterm<br />
money market rate (currently 3.60 %) and CHF 9.6 million at the long-term capital market rates (fixed<br />
rates for 5 years and 10 years of 5.955 % and 5.56 % respectively).<br />
Long-term debts denominated in Canadian dollars represent largely a non-interest bearing loan from a<br />
supplier which will mature by December 31, 2006.<br />
The other long-term debts relate to remaining purchase prices payable for acquisitions of subsidiaries made<br />
during <strong>2000</strong>/<strong>01</strong>: CHF 0.4 million for Auris Holding ApS, Denmark, which was acquired as of April 1, <strong>2000</strong> (noninterest<br />
bearing, maturing in May 2002), and also CHF 0.4 million for Laem Audiologia SA, Spain, which was<br />
taken over as of October 1, <strong>2000</strong> (subject to 6.2 % annual interest and maturing in September 2003). In addition,<br />
this line item contains leasing liabilities with a maturity in excess of one year and up to five years<br />
maximum.<br />
45<br />
Consolidated Financial Statements
26. Other long-term provisions<br />
Provisions Provisions Provisions Others Total<br />
for product for employee for severance provisions<br />
warranties benefits allowances<br />
Balance April 1, <strong>2000</strong> 3,143 209 214 8<strong>01</strong> 4,367<br />
Changes in Group companies 998 0 0 0 998<br />
Amounts used (186) (20) (136) (67) (409)<br />
Reversals 0 (241) 0 (767) (1,008)<br />
Increases 895 261 21 234 1,411<br />
Exchange differences 12 (17) 0 (72) (77)<br />
Balance March 31, 20<strong>01</strong> 4,862 192 99 129 5,282<br />
In general, Phonak grants a 15 month warranty period on its products. During this period, products will be repaired<br />
or replaced free of charge. The provision is based on turnover and past experience of warranty claims.<br />
27. Movements in share capital<br />
Issued shares<br />
(each share has a nominal value of CHF 20)<br />
Issued shares Treasury Outstanding<br />
shares 2)<br />
shares<br />
Balance April 1, 1999<br />
Issue of new shares<br />
628,872 (868) 628,004<br />
from conditional capital 1)<br />
2,003 0 2,003<br />
Purchase of treasury shares 0 (24) (24)<br />
Balance March 31, <strong>2000</strong><br />
Issue of new shares<br />
630,875 (892) 629,983<br />
from conditional capital 1)<br />
2,911 0 2,911<br />
from authorized capital 13,078 0 13,078<br />
Purchase of treasury shares 0 (495) (495)<br />
Balance March 31, 20<strong>01</strong> 646,864 (1,387) 645,477<br />
Nominal value of share capital<br />
Share capital Treasury Outstanding<br />
1,000 CHF shares 2)<br />
share capital<br />
Balance April 1, 1999<br />
Issue of new shares<br />
12,577 (17) 12,560<br />
from conditional capital 1)<br />
41 0 41<br />
Purchase of treasury shares 0 (1) (1)<br />
Balance March 31, <strong>2000</strong><br />
Issue of new shares<br />
12,618 (18) 12,600<br />
from conditional capital 1)<br />
58 0 58<br />
from authorized capital 261 0 261<br />
Purchase of treasury shares 0 (10) (10)<br />
Balance March 31, 20<strong>01</strong><br />
1)<br />
Created for the purpose of the employee share option plan.<br />
12,937 (28) 12,909<br />
2)<br />
The treasury shares, which are not entitled to dividends, were purchased on the open market. Other than 115 shares which are reserved for<br />
an option plan for the Phonak Cycling Team, treasury shares are at the company’s disposal.<br />
46
At March 31, 20<strong>01</strong>, the authorized share capital amounted to CHF 14.4 million (previous year CHF 13.0 million),<br />
representing 720,000 (previous year 650,000) registered shares of CHF 20 par value. During the annual<br />
shareholders’ meeting on July 13, <strong>2000</strong>, the conditional share capital was increased from a maximum of<br />
50,000 shares to a maximum of 69,125 shares. As of March 31, 20<strong>01</strong>, 66,214 shares thereof had not yet been<br />
issued. These shares are reserved for use in the Key People program (employee share option plan for key employees<br />
of the Phonak Group). In addition, the shareholders approved an authorized share capital consisting<br />
of a maximum of 20,000 shares during their extraordinary meeting on December 7, <strong>2000</strong>. Of these shares,<br />
13,078 had been issued as of March 31, 20<strong>01</strong> and used to cover a portion of the purchase price for Unitron<br />
and Hansaton. The remaining maximum 6,922 shares are available for use to carry out further acquisitions<br />
until December 7, 2002.<br />
28. Acquisition of subsidiaries<br />
The Phonak Group acquired 100 % interests in the following subsidiaries during the year: Auris Holding ApS (DK)<br />
as of April 1, <strong>2000</strong>, Indo Laem Audiologia SA (E) as of October 1, <strong>2000</strong>, and the Unitron Group as of<br />
January 1, 20<strong>01</strong>. These acquisitions were accounted for using the purchase method of accounting. Operating<br />
losses related to Unitron amounting to CHF 3.3 million (after deduction of the goodwill amortization of<br />
CHF 2.3 million) are included in the consolidated income statement. Because both of the other newly acquired<br />
subsidiaries were integrated in the previously existing national companies (see also Note 3 “Changes in Group<br />
structure”), their operating results cannot be determined.<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
1,000 CHF 1,000 CHF<br />
Acquisition Acquisition<br />
Cash and cash equivalents 6,208 6<br />
Trade receivables 15,865 1,387<br />
Other receivables and prepayments 1,428 44<br />
Inventories 14,067 1,275<br />
Tangible fixed assets 8,158 147<br />
Investments and loans 4,005 0<br />
Deferred tax assets 9,076 20<br />
Short-term debts (15,743) (425)<br />
Trade payables (9,698) (567)<br />
Other payables and accruals (12,956) (214)<br />
Tax payable (256) 0<br />
Mortgages (566) 0<br />
Other long-term debts (22,842) 0<br />
Deferred tax liabilities (134) 0<br />
Other long-term provisions (2,149) (59)<br />
Total net assets (5,537) 1,614<br />
Of which 100% (prior year 81%) acquired (5,537) 1,307<br />
Goodwill 185,594 570<br />
Purchase price 180,057 1,877<br />
For which Phonak Holding shares were given in consideration (64,577) 0<br />
Cash consideration 115,480 1,877<br />
Less cash and cash equivalents acquired (6,208) (6)<br />
Cash flow on acquisition, net of cash acquired 109,272 1,871<br />
47<br />
Consolidated Financial Statements
Details regarding the acquisitions made during the year:<br />
Interest Purchase price Goodwill<br />
held 1,000 CHF 1,000 CHF<br />
Auris Holding ApS (DK) 100 % 3,633 3,216<br />
Indo Laem Audiologia SA (E) 100 % 11,827 9,888<br />
Unitron Group (CDN) 100 % 164,597 172,490<br />
180,057 185,594<br />
29. Acquisition of minority interests<br />
During the current year, the Phonak Group acquired the remaining 9 % minority interest in Phonak Italia,<br />
already a consolidated subsidiary, for a cash consideration of TCHF 632, of which TCHF 417 represents goodwill.<br />
As a result, the total equity share of the Phonak Group in the company now amounts to 100 %.<br />
30. Related party transactions<br />
The total remuneration of the Board of Directors and Group executive management of Phonak Holding Ltd. for<br />
the current business year amounted to CHF 2.6 million (previous year CHF 2.4 million). The loan of CHF 0.8<br />
million which had been granted to a member of Group executive management during the previous year in<br />
connection with options granted was paid back according to the terms of the contract in <strong>2000</strong>/<strong>01</strong>.<br />
31. Employee share option plan<br />
In accordance with the “Key People program” established in 1997, members of the Board of Directors of<br />
Phonak Holding Ltd., Group executive management as well as management and senior employees of other<br />
Group companies receive annually a certain number of options on the shares of Phonak Holding Ltd.; this is<br />
basically on the condition that the respective employees have been employed by the Phonak Group for a period<br />
of at least two years. The options are granted for no consideration and each option entitles the holder to one<br />
Phonak Holding Ltd. share after a lock-up period of at least two years at a pre-defined exercise price. The<br />
exercise price corresponds as a rule to the average market price over the last three months immediately prior<br />
to the month of the grant. Also, in accordance with special agreements, key people of the Phonak Group are<br />
granted options, partially with and partially without consideration. The shares required for the share option<br />
plan are issued from the conditional share capital which was created by resolutions of the 1994 and <strong>2000</strong><br />
general meetings in accordance with Article 3a of Phonak Holding Ltd.’s articles of incorporation.<br />
48
Changes in outstanding options:<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Weighted Weighted<br />
Number of average Number of average<br />
options exercise price options exercise price<br />
CHF CHF<br />
Outstanding options at April 1 12,375 1,886 6,075 1,242<br />
Granted 11,121 4,715 8,353 2,180<br />
Exercised 1)<br />
(2,911) 1,470 (2,003) 1,178<br />
Expired (525) 3,761 (50) 1,100<br />
Outstanding options at March 31 20,060 3,466 12,375 1,886<br />
Exercisable at March 31 850 1,350 300 1,100<br />
1)<br />
Total consideration from exercise of options amounted to TCHF 4,275 (previous year TCHF 2,359)<br />
Summary of outstanding and exercisable options at March 31, 20<strong>01</strong>:<br />
Outstanding options Exercisable options<br />
Exercise Number Average Weighted Number Weighted<br />
price range remaining life average average<br />
(years) exercise price exercise price<br />
CHF CHF CHF<br />
800 200 2.8 800 0 0<br />
1,350 1,225 1.3 1,350 850 1,350<br />
1,850 5,775 1.6 1,850 0 0<br />
2,650–3,360 2,225 4.3 3,107 0 0<br />
4,050 5,510 2.6 4,050 0 0<br />
5,423 5,125 2.3 5,423 0 0<br />
800–5,423 20,060 2.3 3,466 850 1,350<br />
32. Contingent liabilities<br />
(sureties, guarantees and pledges)<br />
At March 31, 20<strong>01</strong> and <strong>2000</strong>, there were no pledges given to third parties. As in the previous year, guarantees<br />
given to third parties amounted to CHF 0.4 million. There were no recourse liabilities in respect of discounted<br />
bills of exchange at March 31, 20<strong>01</strong> and <strong>2000</strong>.<br />
49<br />
Consolidated Financial Statements
33. Leasing liabilities<br />
At March 31, 20<strong>01</strong> the following minimum leasing liabilities existed:<br />
Business Year Operating Financial<br />
Leasing Leasing<br />
1,000 CHF 1,000 CHF<br />
20<strong>01</strong>/02 5,1<strong>01</strong> 453<br />
2002/03 4,864 414<br />
2003/04 4,613 19<br />
2004/05 4,086 0<br />
2005/06 3,872 0<br />
2006/07 3,545 0<br />
thereafter 25,960 0<br />
Total 52,041 886<br />
Less interest component (74)<br />
Total (excl. interest) 812<br />
Previous year 30,826 65<br />
Less interest component (8)<br />
Previous year (excl. interest) 57<br />
The operating lease liabilities relate primarily to long-term rental agreements for office premises which are, in<br />
general, renewable.<br />
34. Number of employees<br />
At March 31, 20<strong>01</strong>, the Phonak Group employed 2,122 persons (previous year 1,279). They were engaged in the<br />
following regions and activities:<br />
By region 31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Switzerland 617 511<br />
Europe (excl. Switzerland) 515 393<br />
North America 889 278<br />
Australasia 1<strong>01</strong> 97<br />
Total 2,122 1,279<br />
By activity 31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Research & development 142 90<br />
Production 985 545<br />
Marketing/sales and administration 995 644<br />
Total 2,122 1,279<br />
The average number of employees of the Phonak Group for the year was 1,583 (previous year 1,239).<br />
50
51<br />
Consolidated Financial Statements<br />
35. Events after the balance sheet date<br />
Effective April 1, 20<strong>01</strong>, a 100% interest in Hansaton Akustische Geräte GmbH (Salzburg, Austria) was acquired.<br />
This acquisition will be accounted for using the purchase method in the 20<strong>01</strong>/02 consolidated financial statements.<br />
The purchase price was CHF 40.1 million and was paid partially in cash and partially in Phonak shares<br />
(see also Note 20). The revaluation of net assets acquired is currently in progress; therefore, the amount of<br />
related goodwill cannot yet be specified.<br />
36. Exchange rates<br />
The following exchange rates were used for currency translation:<br />
Year-end rates Ave. rates for year<br />
Balance sheet Income statement<br />
31. 3. 20<strong>01</strong> 31. 3. <strong>2000</strong> <strong>2000</strong>/<strong>01</strong> 1999/00<br />
AED 1 47.06 – 46.26 –<br />
AUD 1 0.85 1.<strong>01</strong> 0.94 1.00<br />
BEF 100 3.78 3.94 3.82 3.97<br />
CAD 1 1.10 1.15 1.13 1.07<br />
DEM 100 78.<strong>01</strong> 81.35 78.89 81.88<br />
DKK 100 20.45 21.37 20.69 21.53<br />
EUR 1 1.53 1.59 1.54 1.60<br />
FRF 100 23.26 24.25 23.52 24.42<br />
GBP 1 2.47 2.66 2.52 2.52<br />
ITL 100 0.0788 0.0822 0.0797 0.0827<br />
NLG 100 69.23 72.20 70.02 72.66<br />
NOK 100 19.04 19.69 18.99 19.58<br />
NZD 1 0.71 0.82 0.75 0.81<br />
SEK 100 16.64 19.19 17.98 18.50<br />
USD 1 1.73 1.67 1.70 1.57
37. List of significant consolidated companies<br />
Company Domicile Sales Share capital Share held by<br />
name <strong>2000</strong>/<strong>01</strong> Phonak Holding<br />
million CHF Local curr. 1,000<br />
Switzerland<br />
Phonak Holding Ltd. Stäfa 0 CHF 12,937 0<br />
Phonak Ltd. Stäfa 237.5 CHF 2,500 99.3 %<br />
Phonak Communications Ltd. Courgevaux-Murten 20.8 CHF 500 100 %<br />
Phonak Marketing<br />
International Ltd. Courgevaux-Murten 0 CHF 100 100 %<br />
Phonak Switzerland Ltd. Bubikon 8.4 CHF 250 100%<br />
Europe (excluding Switzerland)<br />
Phonak GmbH Stuttgart (D) 56.3 EUR 153 100 %<br />
Phonak France SA Bron-Lyon (F) 23.2 EUR 305 100%<br />
Phonak Italia Srl Milan (I) 12.3 EUR 1,033 100%<br />
Phonak Laem SA Madrid (E) 6.2 EUR 7,000 100%<br />
Phonak Belgium SA Brussels (B) 0 EUR 793 100 %<br />
Lapperre BHAC NV Groot-Bijgaarden (B) 34.4 EUR 124 100 %<br />
Phonak B.V. Nieuwegein (NL) 7.7 EUR 227 100 %<br />
Phonak Danmark A/S Copenhagen (DK) 9.9 DKK 9,000 100%<br />
Phonak AB Stockholm (S) 4.1 SEK 200 100 %<br />
Phonak AS Oslo (N) 7.9 NOK 900 100 %<br />
Phonak UK Ltd. Warrington (GB) 13.6 GBP 150 100 %<br />
HIMSA – Hearing Instruments<br />
Manufacturers Software Ass. 1) Copenhagen (DK) 1.7 DKK 1,000 25 %<br />
North America<br />
Phonak Inc. Warrenville (USA) 173.4 USD 1,250 100 %<br />
Phonak Canada Ltd. Mississauga (CDN) 20.4 CAD 550 100 %<br />
Unitron Group Kitchener (CDN) 23.6 CAD 62,793 100 %<br />
Australasia<br />
Phonak Pty Limited Blacktown-Sydney (AUS) 23.1 AUD 750 100 %<br />
Phonak New Zealand Ltd. Auckland (NZ) 8.0 NZD 250 100 %<br />
Phonak Middle East FZE Dubai (AE) 0.3 AED 1,000 100 %<br />
1) Consolidated using the equity method<br />
52
<strong>Report</strong> of the Group Auditors<br />
to the General Meeting of<br />
Phonak Holding Ltd., Stäfa<br />
As auditors of the Group, we have audited the accompanying consolidated financial statements (income statement, balance sheet,<br />
statement of cash flows, summary of changes in shareholders’ equity and notes) of Phonak Holding Ltd. for the year ended March 31,<br />
20<strong>01</strong>.<br />
These consolidated financial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion<br />
on these consolidated financial statements based on our audit. We confirm that we meet the legal requirements concerning professional<br />
qualification and independence.<br />
Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession as well as International<br />
Standards on Auditing issued by the International Federation of Accountants, which require that an audit be planned and performed<br />
to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. We have<br />
examined on a test basis evidence supporting the amounts and disclosures in the consolidated financial statements. We have also<br />
assessed the accounting principles used, significant estimates made and the overall consolidated financial statement presentation.<br />
We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the consolidated financial statements give a true and fair view of the financial position, the results of operations and<br />
the cash flows in accordance with International Accounting Standards and comply with Swiss law.<br />
We recommend that the consolidated financial statements submitted to you be approved.<br />
53<br />
Zurich, June 7, 20<strong>01</strong><br />
Ernst & Young Ltd.<br />
K. McCabe Y. Vontobel<br />
Chartered Accountant Certified Accountant<br />
(in charge of the audit)
56 Balance Sheet<br />
57 Income Statement<br />
58 Notes to the Financial Statements<br />
62 Appropriation of Available Earnings<br />
62 <strong>Report</strong> of the Auditors<br />
55<br />
Financial Statements of Phonak Holding Ltd.
Balance Sheet at March 31, 20<strong>01</strong><br />
Assets<br />
31. 3.20<strong>01</strong> 31. 3.<strong>2000</strong><br />
Notes 1,000 CHF 1,000 CHF<br />
Current assets<br />
Cash and cash equivalents 32,924 7,408<br />
Marketable securities 3.1 14,680 12,179<br />
Amounts due from Group companies 1,419 9<strong>01</strong><br />
Other receivables 3.2 954 2,372<br />
Prepayments 163 80<br />
Total current assets<br />
Non-current assets<br />
Investments and loans<br />
50,140 22,940<br />
Loans to Group companies 3.3 196,574 67,787<br />
Loan to associated company 799 0<br />
Allowance on loan to associated company (409) 0<br />
Investments 3.4 153,642 31,603<br />
Total non-current assets 350,606 99,390<br />
Total assets 400,746 122,330<br />
Liabilities and shareholders’ equity<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
Notes 1,000 CHF 1,000 CHF<br />
Liabilities<br />
Trade payables to third parties 158 65<br />
Bank debt<br />
Other payables<br />
3.5 165,000 0<br />
Third parties 5 7<br />
Group companies 2,778 52<br />
Accruals 1,278 320<br />
Provision for taxes 1,700 1,220<br />
Total liabilities<br />
Shareholders’ equity<br />
170,919 1,664<br />
Share capital<br />
Legal reserve<br />
12,937 12,618<br />
General legal reserve 121,458 36,748<br />
Reserve for treasury shares 3.6 3,969 1,198<br />
Free reserves<br />
Retained earnings<br />
54,000 32,000<br />
Brought forward 5,770 7,267<br />
Net profit for the year 31,693 30,835<br />
37,463 38,102<br />
Total shareholders’ equity 3.7 229,827 120,666<br />
Total liabilities and shareholders’ equity 400,746 122,330<br />
56
Income Statement <strong>2000</strong>/<strong>01</strong><br />
57<br />
Financial Statements of Phonak Holding Ltd.<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Notes 1,000 CHF 1,000 CHF<br />
Income<br />
Management and license fees 7,443 6,004<br />
Investment income 4.1 25,031 21,643<br />
Interest income 7,181 3,605<br />
Marketable securities income 0 386<br />
Exchange gains (net) 0 792<br />
Other income 0 791<br />
Total income<br />
Expenses<br />
39,655 33,221<br />
Office and professional expenses 1,511 1,027<br />
Advertising and PR expenses 459 67<br />
Interest expense 1,705 3<br />
Unrealized losses on marketable securities 154 0<br />
Other operating expenses 1,856 65<br />
Exchange losses (net) 767 0<br />
Taxes 4.2 1,510 1,224<br />
Total expenses 7,962 2,386<br />
Net profit for the year 31,693 30,835
Notes to the Financial Statements at March 31, 20<strong>01</strong><br />
1. General<br />
The financial statements of Phonak Holding Ltd. are prepared in accordance with the principles of Swiss<br />
corporate law.<br />
2. Disclosure required by Swiss corporate law<br />
2.1 Sureties, guarantees and pledges given on behalf of third parties<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Guarantees given to banks in respect of credit arrangements<br />
of foreign subsidiary companies 26,705 24,057<br />
2.2 Contingent liabilities<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Guarantees given in respect of rental obligations<br />
of Group companies 41,858 24,109<br />
2.3 Conditional capital<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Conditional capital at year-end<br />
(Increase by a maximum of CHF 1 million, representing a maximum<br />
of 50,000 shares at CHF 20 nominal value each, as approved by<br />
the shareholders during their annual meeting on July 13, <strong>2000</strong>)<br />
1,324 383<br />
2.4 Authorized capital<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Authorized capital at year-end<br />
(Authorized capital was created by a decision made by the<br />
shareholders during the extraordinary meeting held on December 7,<br />
<strong>2000</strong>: maximum total CHF 400,000, representing a maximum of<br />
20,000 shares at CHF 20 nominal value each, of which 13,078 shares<br />
had been issued as of March 31, 20<strong>01</strong>)<br />
138 0<br />
2.5 Significant shareholders<br />
At year-end, the following shareholders were listed in the shareholder<br />
register with shareholdings in excess of 5 % of the issued share capital:<br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
– Hans-Ueli Rihs 15.6 % 18.1 %<br />
– Andreas Rihs 14.9 % 15.3 %<br />
– Beda Diethelm 13.0 % 13.3 %<br />
58
3. Notes to the balance sheet<br />
59<br />
Financial Statements of Phonak Holding Ltd.<br />
3.1 Marketable securities<br />
Marketable securities include, among other items, 1,387 treasury shares (previous year 892) purchased for a<br />
total consideration of CHF 3,968,816 (previous year CHF 1,198,203). At March 31, 20<strong>01</strong>, these shares had a<br />
market value of CHF 7,170,790 (previous year CHF 3,434,200). Thereof, 115 shares are reserved for an option<br />
plan for the Phonak Cycling Team and the remainder are at the company’s disposal.<br />
3.2 Other receivables<br />
Included are, in particular, amounts due from the Swiss Federal Tax Authority in respect of recoverable withholding<br />
taxes on dividend and interest income, as well as accrued interest receivable.<br />
3.3 Loans to Group companies<br />
Of total loans, 71 % are denominated in Canadian dollars, 21 % in Swiss francs, 4 % in Euros, and 1 % each in<br />
Australian dollars, Norwegian crowns, Danish crowns and British pounds.
3.4 Investments<br />
At March 31, 20<strong>01</strong> Phonak Holding Ltd. controlled the following significant investments:<br />
Company name Domicile Share capital Share held by<br />
(Local curr. 1,000) Phonak Holding<br />
Phonak Ltd. Stäfa (CH) CHF 2,500 99,3 %<br />
Phonak Communications Ltd. Courgevaux-<br />
Murten (CH) CHF 500 100 %<br />
Phonak Marketing Courgevaux-<br />
International Ltd. Murten (CH) CHF 100 100 %<br />
Phonak Switzerland Ltd. Bubikon (CH) CHF 250 100 %<br />
Foreign companies<br />
Phonak GmbH Stuttgart (D) EUR 153 100 %<br />
Phonak France SA Bron-Lyon (F) EUR 305 100 %<br />
Phonak Italia Srl Milan (I) EUR 1,033 100 %<br />
Phonak Laem SA Madrid (E) EUR 7,000 100 %<br />
Phonak Belgium SA Brussels (B) EUR 793 100 %<br />
Lapperre BHAC NV Groot-Bijgaarden (B) EUR 124 100 %<br />
Phonak B. V. Nieuwegein (NL) EUR 227 100 %<br />
Phonak Danmark A/S Copenhagen (DK) DKK 9,000 100 %<br />
Phonak AB Stockholm (S) SEK 200 100 %<br />
Phonak AS Oslo (N) NOK 900 100 %<br />
Phonak UK Ltd. Warrington (GB) GBP 150 100 %<br />
Phonak Inc. Warrenville (USA) USD 1,250 100 %<br />
Phonak Canada Ltd. Mississauga (CDN) CAD 550 100 %<br />
Unitron Group Kitchener (CDN) CAD 62,793 100 %<br />
Phonak Pty Limited Blacktown-<br />
Sydney (AUS) AUD 750 100 %<br />
Phonak New Zealand Ltd. Auckland (NZ) NZD 250 100 %<br />
Phonak Middle East FZE Dubai (AE) AED 1,000 100 %<br />
The investments are reported at acquisition cost. The share of Phonak Holding Ltd. in the equity of the above<br />
companies amounted to CHF 180 million at March 31, 20<strong>01</strong> (previous year CHF 95.7 million).<br />
3.5 Bank debt<br />
The bank debt was incurred in connection with the purchase of the Unitron and Hansaton subsidiaries and<br />
bears interest at LIBOR +0.9 % (currently 4.34667 %). The debt is repayable in semi-annual instalments over<br />
7 years (until December 31, 2007).<br />
3.6 Reserve for treasury shares<br />
At March 31, 20<strong>01</strong> the reserve for treasury shares amounted to CHF 3,968,816 (previous year CHF 1,198,203),<br />
equal to the total cost price of shares acquired (see Note 3.1). The increase during the year of CHF 2,770,613<br />
was created through an allocation from retained earnings.<br />
60
61<br />
Financial Statements of Phonak Holding Ltd.<br />
3.7 Summary of changes in shareholders’ equity<br />
Share General Free Treasury Retained Total<br />
capital legal reserve share earnings shareholders<br />
1,000 CHF reserve reserve equity<br />
Balance April 1, <strong>2000</strong> 12,618 36,748 32,000 1,198 38,102 120,666<br />
Dividend paid (7,561) (7,561)<br />
Capital increases<br />
(incl. share premium)<br />
from conditional capital 58 4,181 4,239<br />
from authorized capital 261 80,529 80,790<br />
Allocation to free reserve 22,000 (22,000) 0<br />
Allocation to reserve<br />
for treasury shares 2,771 (2,771) 0<br />
Net profit for the year 31,693 31,693<br />
Balance March 31, 20<strong>01</strong> 12,937 121,458 54,000 3,969 37,463 229,827<br />
During the business year <strong>2000</strong>/<strong>01</strong>, an additional 2,911 registered shares with a par value of CHF 20 each, or<br />
a total par value of CHF 58,220, were issued from the conditional capital (which was created for the purpose<br />
of an equity participation plan for key employees of the Phonak Group) for a total net consideration of<br />
CHF 4,239,318. As a result, as at March 31, 20<strong>01</strong> a total of 13,786 registered shares with a par value of<br />
CHF 20 each had been issued from the conditional capital, thereby reducing the conditional capital (as determined<br />
by the shareholders in their meetings on November 18, 1994 and July 13, <strong>2000</strong>) from the maximum of<br />
CHF 1,600,000 comprising 80,000 registered shares of CHF 20 par value, to a maximum of CHF 1,324,280,<br />
representing 66,214 registered shares of CHF 20 par value.<br />
As of March 31, 20<strong>01</strong> a total of 20,060 (previous year 12,375) employee call options were outstanding, which<br />
can be exercised through July 2007 against one registered share each from the remaining conditional capital.<br />
In addition, an authorized capital amounting to a maximum of CHF 400,000 – representing a maximum of<br />
20,000 shares at CHF 20 par value – was created during the extraordinary shareholders’ meeting on December<br />
7, <strong>2000</strong>. As of March 31, 20<strong>01</strong>, 13,078 shares thereof had been issued and used as a portion of the purchase<br />
price for subsidiaries acquired. The remaining maximum 6,922 shares are available for additional acquisitions<br />
until December 7, 2002.
4. Notes to the income statement<br />
4.1 Investment income<br />
This comprises dividends received from Group companies and other investments.<br />
4.2 Taxes<br />
The tax expense consists, on the one hand, of the non-recoverable withholding tax on dividends and interest<br />
payments from foreign subsidiaries, and, on the other hand, of Swiss federal taxes on non-investment income.<br />
(The company is exempt from income taxes in the canton of Zurich and only pays a reduced capital tax.).<br />
Appropriation of Available Earnings<br />
As proposed by the Board of Directors to the General Meeting of July 5, 20<strong>01</strong><br />
31.3.20<strong>01</strong> 31.3.<strong>2000</strong><br />
1,000 CHF 1,000 CHF<br />
Carry forward from previous year 8,541 7,350<br />
Allocation to reserve for treasury shares (2,771) (83)<br />
Net profit for the year 31,693 30,835<br />
Available earnings 37,463 38,102<br />
Allocation to free reserves (22,000) (22,000)<br />
Dividend distribution 0 1) (7,561)<br />
Balance to be carried forward 15,463 8,541<br />
1)<br />
Instead of a dividend distribution, the Board of Directors proposes that the outstanding share capital be decreased by a reduction of the<br />
nominal value per share from CHF 20 to CHF 5, and that the reduction of CHF 15 per share be paid out to shareholders.<br />
62<br />
<strong>Report</strong> of the Statutory Auditors<br />
to the General Meeting of<br />
Phonak Holding Ltd., Stäfa<br />
As statutory auditors, we have audited the accounting records and the accompanying financial statements (balance sheet, income<br />
statement and notes) of Phonak Holding Ltd. for the year ended March 31, 20<strong>01</strong>.<br />
These financial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these financial<br />
statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and<br />
independence.<br />
Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession, which require that an audit<br />
be planned and performed to obtain reasonable assurance about whether the financial statements are free from material misstatement.<br />
We have examined on a test basis evidence supporting the amounts and disclosures in the financial statements. We have<br />
also assessed the accounting principles used, significant estimates made and the overall financial statement presentation. We believe<br />
that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the accounting records and financial statements and the proposed appropriation of available earnings comply with<br />
Swiss law and the company’s articles of incorporation.<br />
We recommend that the financial statements submitted to you be approved.<br />
Zurich, June 7, 20<strong>01</strong><br />
Ernst & Young Ltd.<br />
K. McCabe Y. Vontobel<br />
Chartered Accountant Certified Accountant<br />
(in charge of the audit)
64 Information for the investor<br />
67 Addresses<br />
69 Claro product overview<br />
63
Information for the investor<br />
1. Capital structure<br />
As of March 31 the capital of Phonak Holding Ltd.<br />
was made up as follows:<br />
Number of registered shares 20<strong>01</strong> <strong>2000</strong><br />
(CHF 20 par value)<br />
Total share capital 646,864 630,875<br />
Conditional capital 66,214 19,175<br />
Authorized capital 6,922 –<br />
Notes:<br />
• Phonak Holding Ltd. registered shares have been<br />
quoted on the Swiss stock exchange since<br />
December 1, 1994. The Phonak Holding Ltd. general<br />
meeting of September 25, 1997 approved the<br />
creation of standard registered shares. As a result,<br />
the A and B registered shares were abolished and<br />
converted into standard registered shares.<br />
• The conditional capital was created with the purpose<br />
of offering Phonak shares to key employees<br />
of the Phonak group. By decision of the ordinary<br />
general meeting of July 13, <strong>2000</strong>, the conditional<br />
capital was increased by a maximum of 50,000<br />
registered shares of CHF 20 par value each to a<br />
maximum of 69,125 shares. In the financial year<br />
<strong>2000</strong>/<strong>01</strong>, a further 2,911 registered shares were<br />
issued to key employees of the Phonak Group,<br />
thereby reducing the conditional capital to a<br />
maximum of 66,214 shares as of March 31, 20<strong>01</strong>.<br />
At that date, a total of 20,060 (previous year<br />
12,375) options were outstanding, each giving the<br />
right to purchase one registered share out of the<br />
conditional capital. These options are exercisable<br />
from now until July 2007.<br />
• At the extraordinary general meeting held on<br />
December 7, <strong>2000</strong>, shareholders approved the<br />
creation of an authorized capital for the first time.<br />
This allows the Board of Directors to increase the<br />
company's share capital by a maximum of 20,000<br />
registered shares of CHF 20 par value at any time<br />
up to December 7, 2002. The Board of Directors<br />
has already made use of this right: In connection<br />
with the purchase of the Unitron and Hansaton<br />
subsidiaries, it issued a total of 13,078 registered<br />
64<br />
shares out of the authorized capital, thereby reducing<br />
the authorized capital to 6,922 registered<br />
shares as of March 31, 20<strong>01</strong>.<br />
2. Shareholders<br />
As of March 31 the shareholders of Phonak Holding<br />
Ltd. were the following:<br />
Outstanding shares 20<strong>01</strong> <strong>2000</strong><br />
Number in % in %<br />
Old shareholders 283,983 43.9 47.9<br />
Public shareholders 362,881 56.1 52.1<br />
Total share capital 646,864 100 100<br />
• The old shareholders are those who were already<br />
shareholders before the Initial Public Offering of<br />
November 1994, namely Hans-Ueli Rihs, Andreas<br />
E. Rihs, Beda Diethelm as well as Indelec Holding<br />
Limited, a subsidiary of UBS Ltd. Their shares in<br />
the capital and voting rights of the company<br />
(with the exception of Indelec Holding, whose<br />
share fell to under 5 %) are shown on page 58 of<br />
this report.<br />
• The members of the Board of Directors represent<br />
directly and indirectly a total of 44.1 % (previous<br />
year 48.3 %) of the outstanding shares.<br />
• No public shareholder owns more than 2.5 %<br />
(previous year 2.3 %) of the outstanding shares.<br />
• As of March 31, 20<strong>01</strong>, a total of 6,728 (previous<br />
year 4,892) shareholders were entered in the<br />
share register of Phonak Holding Ltd., of these<br />
385 (previous year 350) were non-Swiss nationals<br />
who held a total of 11.4 % (previous year 9.3 %)<br />
of the outstanding shares.
3. Restriction on transferability<br />
The registration in the share register as a shareholder<br />
with voting rights is limited to 5 % of<br />
the share capital (Art. 6 par 2 of the Articles of<br />
Association).<br />
4. Restriction on voting rights<br />
In exercising their voting rights, no shareholder may<br />
unite – own and represented shares together – more<br />
than 10 % of the shares of the company (Art. 12<br />
par. 2 of the Articles of Association).<br />
This restriction on the voting rights does not apply<br />
to the old shareholders.<br />
5. Public purchase offer<br />
A purchaser of shares is obliged to make a public<br />
purchase offer, when he has more than 49 % of<br />
the voting rights at his disposal (“opting up”, as<br />
per Art. 8 of the Articles of Association).<br />
65<br />
Information for the investor<br />
Price trend of Phonak registered share since December 1, 1994<br />
(Compared with the Swiss Performance Index, SPI) 30/5/20<strong>01</strong><br />
8000<br />
7600<br />
7200<br />
6800<br />
6400<br />
6000<br />
5600<br />
5200<br />
4800<br />
4400<br />
4000<br />
3600<br />
3200<br />
2800<br />
2400<br />
<strong>2000</strong><br />
1600<br />
1200<br />
800<br />
400<br />
1995 1996 1997 1998 1999 <strong>2000</strong> 20<strong>01</strong><br />
Phonak share price ACTUAL in CHF<br />
Phonak share price, if it had moved in line with the SPI Source: DATASTREAM<br />
8000<br />
7600<br />
7200<br />
6800<br />
6400<br />
6000<br />
5600<br />
5200<br />
4800<br />
4400<br />
4000<br />
3600<br />
3200<br />
2800<br />
2400<br />
<strong>2000</strong><br />
1600<br />
1200<br />
800<br />
400<br />
6. Stock exchange information<br />
<strong>2000</strong>/<strong>01</strong> 1999/00<br />
Share prices of Phonak<br />
registered share in CHF<br />
high 7,060 3,980<br />
low 3,600 1,740<br />
At March 31 5,170 3,850<br />
Market valuation<br />
as of March 31<br />
in million CHF 3,344 2,429<br />
in % of shareholders’<br />
equity 1,033 % 1,324 %<br />
Price/earnings ratio<br />
as of March 31 49.8x 71.1x<br />
“Ticker” symbols<br />
Valoren-Nr. 306503<br />
Bloomberg PHBN SW<br />
Reuters PHNZn. S<br />
Telekurs (Investdata) PHBN<br />
Datastream S: PHBN
7. Investor Relations Calendar<br />
July 5, 20<strong>01</strong>, 3 p.m. General Meeting of Phonak Holding Ltd.<br />
(held at sports and multipurpose hall Frohberg in Stäfa)<br />
November 20<strong>01</strong> Semi-annual accounts per September 30, 20<strong>01</strong><br />
April 2002 Shareholder Letter with provisional sales and outlook<br />
June 6, 2002 Media conference; presentation to financial analysts<br />
June 6, 2002 Mailing of <strong>Annual</strong> <strong>Report</strong><br />
June 27, 2002 General Meeting of Phonak Holding Ltd.<br />
8. Names and addresses<br />
Phonak Holding Ltd.<br />
Investor Relations<br />
Laubisrütistrasse 28<br />
CH-8712 Stäfa<br />
Switzerland<br />
Phone: ++41 1 928 <strong>01</strong> <strong>01</strong><br />
Fax: ++41 1 928 03 90<br />
E-Mail: ir@phonak.ch<br />
Internet: www.phonak.com<br />
Responsible for investor relations:<br />
Dr. Michael Düringer<br />
Delivery of documents, mailing list, etc.:<br />
Karin Haggenmüller<br />
66<br />
Share register:<br />
ShareCommService AG<br />
Margitta Christe<br />
Kanalstrasse 29<br />
CH-8152 Glattbrugg<br />
Switzerland<br />
Phone: ++41 1 809 58 53<br />
Fax: ++41 1 809 58 59
Companies<br />
in Switzerland<br />
Phonak Holding Ltd.<br />
Laubisrütistrasse 28<br />
CH-8712 Stäfa<br />
Phone ++41 1 928 <strong>01</strong> <strong>01</strong><br />
Fax ++41 1 928 03 90<br />
E-Mail: contact@phonak.ch<br />
Phonak Ltd.<br />
Laubisrütistrasse 28<br />
CH-8712 Stäfa<br />
Phone ++41 1 928 <strong>01</strong> <strong>01</strong><br />
Fax ++41 1 928 07 07<br />
E-Mail: contact@phonak.ch<br />
Phonak Switzerland Ltd.<br />
TechCenter Schwarz<br />
Tannägertenstrasse 2<br />
CH-8608 Bubikon<br />
Phone ++41 55 253 80 00<br />
Fax ++41 55 253 80 11<br />
E-Mail: info@phonak.ch<br />
Phonak Communications Ltd.<br />
Länggasse 17<br />
CH-3280 Murten<br />
Phone ++41 26 672 96 76<br />
Fax ++41 26 672 96 77<br />
E-Mail: info@phonakcom.ch<br />
Phonak Marketing<br />
International Ltd.<br />
Länggasse 17<br />
CH-3280 Murten<br />
Phone ++41 26 672 35 20<br />
Fax : ++41 26 672 35 29<br />
E-Mail: link@phonak.ch<br />
67<br />
Companies<br />
in Europe<br />
Phonak GmbH<br />
Postfach 1725, Max-Eyth-Str. 20<br />
D-70707 Fellbach-Oeffingen<br />
(Stuttgart)<br />
Phone ++49 711 51 07 00<br />
Fax ++49 711 51 070 70<br />
E-Mail: info@phonak.de<br />
Unitron Industries GmbH<br />
Stoppelweide 2<br />
D-28307 Bremen<br />
Phone ++49 421 43 87 90<br />
Telefax ++49 421 48 81 56<br />
E-Mail: info@unitron-de.com<br />
Hansaton<br />
Akustische Geräte GmbH<br />
Itzlinger Hauptstrasse 33<br />
A–5020 Salzburg<br />
Phone ++43 662 451 26 20<br />
Fax ++43 662 453 967<br />
E-Mail: office@hansaton.com<br />
Phonak France SA<br />
5, rue Maryse Bastié<br />
F-69500 Bron (Lyon)<br />
Phone ++33 4 72 14 50 00<br />
Fax ++33 4 78 26 98 97<br />
E-Mail: info@phonak.fr<br />
Lapperre BHAC NV<br />
Stationsstraat 22<br />
B-1702 Groot-Bijgaarden<br />
(Brussels)<br />
Phone ++32 2 466 91 00<br />
Fax ++32 2 466 93 63<br />
E-Mail: info@lapperre.be<br />
Phonak Italia Srl<br />
Via Jacopo Dal Verme, 7<br />
I-2<strong>01</strong>59 Milan<br />
Phone ++39 02 69 00 81 82<br />
Fax ++39 02 69 00 87 84<br />
E-Mail: info@phonak.it<br />
Phonak B.V.<br />
Archimedesbaan 19<br />
NL-3439 ME Nieuwegein<br />
(Utrecht)<br />
Phone ++31 30 600 88 50<br />
Fax ++31 30 600 88 51<br />
E-Mail: info@phonak.nl<br />
Phonak UK Ltd.<br />
Cygnet Court<br />
Lakeside Drive<br />
GB-Warrington WA1 1PP<br />
Phone ++44 1925 62 36 00<br />
Fax ++44 1925 24 57 00<br />
E-Mail: info@phonak.co.uk<br />
Addresses<br />
Phonak Laem SA<br />
Urbanizacion El Palmeral<br />
Bloque 9, no. 15-21<br />
E-03008 Alicante<br />
Phone ++34 965 10 91 68<br />
Fax ++34 965 11 16 72<br />
E-Mail: contact@phonak.es<br />
Phonak Danmark A/S<br />
Multi Medie Huset<br />
Nitivej 10, P.O. Box 223<br />
DK-<strong>2000</strong> Frederiksberg-<br />
Copenhagen<br />
Phone ++45 38 10 85 86<br />
Fax ++45 38 10 46 86<br />
E-Mail: info@phonak.dk<br />
Phonak AB<br />
Hornsbruksgatan 28<br />
S-117 34 Stockholm<br />
Phone ++46 8 442 46 60<br />
Fax ++46 8 429 89 80<br />
E-Mail: info@phonak.se<br />
Phonak AS<br />
Akersgt. 8<br />
Boks 525 Sentrum<br />
N-<strong>01</strong>05 Oslo<br />
Phone ++47 22 41 66 30<br />
Fax ++47 22 41 66 44<br />
E-Mail: info@phonak.no
Companies<br />
in North America<br />
Phonak Inc.<br />
4520 Weaver Parkway<br />
Warrenville, Illinois 60555-3927<br />
(USA)<br />
Phone ++1 630 821 5000<br />
Fax ++1 630 393 7400<br />
E-Mail: info@phonak.com<br />
Unitron Industries Inc.<br />
(Lori/Unitron)<br />
1000 Boone Avenue North<br />
Suite 400<br />
Golden Valley, Minnesota 55427<br />
(USA)<br />
Phone ++1 763 525 1995<br />
Toll Free ++1 800 888 8882<br />
Fax ++1 763 525 8795<br />
E-Mail: info@lori-unitron.com<br />
Unitron Industries Inc.<br />
(Argosy)<br />
10300 West 70th Street<br />
Eden Prairie, Minnesota 55459<br />
(USA)<br />
Phone ++1 952 942 9232<br />
Toll Free ++1 800 328 6105<br />
Fax ++1 952 942 0503<br />
E-Mail: info@argosyhearing.com<br />
New address for Lori/Unitron/<br />
Argosy, from August 1, 20<strong>01</strong>:<br />
Unitron Industries Inc.<br />
(Lori/Unitron/Argosy)<br />
2300 Berkshire Lane North<br />
Plymouth, Minnesota 55441<br />
(USA)<br />
68<br />
Phonak Canada Ltd.<br />
7895 Tranmere Drive<br />
Suite 207<br />
Mississauga, Ontario L5S 1 V9<br />
(Canada)<br />
Phone ++1 905 677 1167<br />
Fax ++1 905 677 7536<br />
E-Mail: info@phonak.on.ca<br />
Unitron Industries Ltd.<br />
20 Beasley Drive<br />
P.O. Box 9<strong>01</strong>7<br />
Kitchener, Ontario N2G 4X1<br />
(Canada)<br />
Phone ++1 519 895 <strong>01</strong>00<br />
Toll Free ++1 800 265 8255<br />
Fax ++1 519 895 <strong>01</strong>08<br />
E-Mail: marketing@unitron.com<br />
Companies<br />
in Australasia<br />
Phonak Pty Limited<br />
17 Patrick Street<br />
Westpoint Tower, Suite 1 Level 6<br />
Blacktown NSW (Australien)<br />
(PO Box 973 Blacktown NSW 2148)<br />
Phone ++61 2 9831 2666<br />
Fax ++61 2 9831 3029<br />
E-Mail: info@phonak.com.au<br />
Phonak New Zealand Ltd.<br />
1st Floor AC Nielsen Centre<br />
129-155 Hurstmere Road<br />
PO Box 33-349 Takapuna<br />
Auckland 9 (Neuseeland)<br />
Phone ++64 9 486 1849<br />
Fax ++64 9 486 1895<br />
E-Mail: info@phonak.co.nz<br />
Phonak Middle East FZE<br />
Dubai Airport Free Zone<br />
Building #B9<br />
P.O. Box 54302<br />
Dubai (UAE)<br />
Phone ++971 4 299 6060<br />
Fax ++971 4 299 6161<br />
E-Mail: info@phonak.co.ae
Phonak Holding Ltd.<br />
Laubisrütistrasse 28<br />
CH-8712 Stäfa (Switzerland)<br />
Phone: ++41 1 928 <strong>01</strong> <strong>01</strong><br />
Fax: ++41 1 928 03 90<br />
Internet: www.phonak.com<br />
E-Mail: ir@phonak.ch<br />
Dieser Geschäftsbericht ist auch in deutscher Sprache erhältlich.<br />
Ce rapport annuel est aussi disponible en français. 025-0200-02