Annual Report 2010/11 - Sonova
Annual Report 2010/11 - Sonova Annual Report 2010/11 - Sonova
134 the annual General shareholders’ meeting held on June 10, 2009, approved the creation of authorized share capital of 3,311,520 registered shares with a par value of cHf 0.05 per share. the Board of directors determines the issue price, type of capital contribution, the terms for the subscription rights and the date of qualification for dividend. Unexercised subscription rights are at the disposal of the Board of directors and to be used in the best interest of the company. the Board of directors is authorized to exclude subscription rights of shareholders and to allocate them to third parties if the new shares are to be used for the acquisition of companies, part of companies, equity stakes, or the financing of such transactions. the authorized share capital of 3,311,520 registered shares created on June 10, 2009, has not yet been used. the authorization granted to the Board of directors to augment the company’s share capital with the authorized share capital created expires on June 9, 2011. 27. acquisitions of subsidiaries assets and liabilities resulting from the acquisitions look as follows: 1,000 cHf 2010/11 2009/10 Total Advanced Bionics 4) InSound Medical Others Total 4) trade receivables 9,452 35,724 882 1,377 37,983 other current assets 24,898 14,560 3,180 4,114 21,854 Property, plant and equipment 16 3,756 10,042 1,507 2,350 13,899 Intangible assets 19 42,259 67,202 15,493 21,597 104,292 other non-current assets 14,900 1 3,966 2,357 6,324 current liabilities (31,501) (50,072) (7,428) (2,335) (59,835) non-current liabilities (39,781) (56,926) (5,847) (2,809) (65,582) Net assets 23,983 20,531 11,753 26,651 58,935 non-controlling interests 1) (1,433) Goodwill 19 131,216 483,929 114,917 20,455 619,301 Purchase consideration 153,766 504,460 126,670 47,106 678,236 fair value of previously held stake before the business combination 2) liabilities for earn-outs or holdbacks 3) (52,857) (23,765) (49,440) (4,005) (53,445) Cash consideration 77,144 504,460 77,230 43,101 624,791 cash and cash equivalents acquired (18,902) (3,589) (171) (3,093) (6,853) Cash consideration, net of cash acquired 58,242 500,871 77,059 40,008 617,938 cash outflow for investments in associates and earn-out payments 91,706 8,204 Total cash outflow from acquisitions 149,948 626,142 1) Proportional share of the net assets acquired. 2) the gain of cHf 12.8 million from remeasuring the previously held stake to fair value is included in financial income. 3) earn-out payments are dependent on the future performance of the acquired companies and the liability for earn-outs is based on the latest estimate of the future performance. 4) Restated based on finalization of the acquisition accounting of advanced Bionics (for details refer to note 3.7).
consolidated financial statements 135 several small companies were acquired during the financial year 2010/11 in asia/Pacific, europe, and north america. the business of these companies is the sale of hearing instruments. all acquisitions have been accounted for applying the purchase method of accounting. for business combinations entered into in the financial year 2010/11, acquisition-related costs in the amount of cHf 1.0 million have been expensed and are included in the line “General and administration” in the income statement. in 2009/10, the main acquisitions were advanced Bionics and insound medical. for the financial year 2009/10, acquisition-related costs in the amount of cHf 5.0 million have been considered as part of the purchase consideration. the initial accounting for the acquisitions in the current financial year is pro visional. the results of the final valuation and purchase price allocation are still outstanding. the fair values assigned to the identifiable assets acquired and liabilities assumed are therefore still subject to changes. the goodwill is attributed mainly to expected synergies, the labor force and the favourable sales growth potential. Contribution of acquired companies from acquisition to 1,000 cHf 31.3.2011 31.3.2010 total advanced Bionics 1) insound medical others total 1) sales 47,969 25,248 2,080 19,257 46,585 net income (1,907) (144,379) (4,110) (706) (149,195) Contribution, if the acquisitions occured on April 1 1,000 cHf 2010 2009 sales 103,703 124,713 7,544 28,895 161,152 net income (1,839) (168,539) (21,471) 536 (189,474) 1) Restated based on finalization of the acquisition accounting of advanced Bionics (for details refer to note 3.7).
- Page 88 and 89: 84 SALES in CHF m EBITA in CHF m 1,
- Page 90 and 91: 86 SUBSTANTIAl INVESTMENTS IN INNoV
- Page 92 and 93: 88 AdVANCEd BIoNICS RESUMES SAlES I
- Page 94 and 95: 90 5 year key Figures (Consolidated
- Page 96 and 97: 92 Consolidated Income Statements 1
- Page 98 and 99: 94 Consolidated Cash Flow Statement
- Page 100 and 101: 96 NoTeS To THe CoNSoLIdATed FINANC
- Page 102 and 103: 98 INveSTMeNTS IN JoINT veNTuReS In
- Page 104 and 105: 100 LeASING Assets that are held un
- Page 106 and 107: 102 SeGMeNT RePoRTING operating seg
- Page 108 and 109: 104 3.5 derivative financial instru
- Page 110 and 111: 106 3.7 Restatement of prior year
- Page 112 and 113: 108 Consolidated Changes in Equity
- Page 114 and 115: 110 5. segment information segment
- Page 116 and 117: 112 6. other expenses, net 1,000 ch
- Page 118 and 119: 114 Deferred tax assets and (liabil
- Page 120 and 121: 116 11. cash and cash equivalents 1
- Page 122 and 123: 118 14. other receivables and prepa
- Page 124 and 125: 120 the increase in property, plant
- Page 126 and 127: 122 1,000 cHf 31.3.2010 Cost Goodwi
- Page 128 and 129: 124 20. Provisions 1,000 cHf 31.3.2
- Page 130 and 131: 126 23. non-current financial liabi
- Page 132 and 133: 128 foreign currency sensitivity an
- Page 134 and 135: 130 the following table summarizes
- Page 136 and 137: 132 caPital RisK manaGement it is t
- Page 140 and 141: 136 28. Related party transactions
- Page 142 and 143: 138 Amounts recognized in the incom
- Page 144 and 145: 140 30. Employee share option and s
- Page 146 and 147: 142 The fair value of options/warra
- Page 148 and 149: 144 Changes in outstanding shares/R
- Page 150 and 151: 146 36. list of significant consoli
- Page 152 and 153: 148 REPORT OF THE STATuTORY AuDITOR
- Page 154 and 155: 150 Income Statements 1,000 CHF Not
- Page 156 and 157: 152 NOTES TO THE FINANCIAL STATEmEN
- Page 158 and 159: 154 Executive Equity Award Plan The
- Page 160 and 161: 156 Compensation to the management
- Page 162 and 163: 158 The following table shows the d
- Page 164 and 165: 160 Warrants EEAP 10 2) Warrants/ o
- Page 166 and 167: 162 Company name Activity Domicile
- Page 168 and 169: 164 Appropriation of Available Earn
- Page 170 and 171: 166 REPORT OF THE STATUTORy AUDITOR
- Page 173 and 174: Disclaimer This report contains for
consolidated financial statements 135<br />
several small companies were acquired during the financial year <strong>2010</strong>/<strong>11</strong> in asia/Pacific, europe, and north america. the<br />
business of these companies is the sale of hearing instruments. all acquisitions have been accounted for applying the<br />
purchase method of accounting. for business combinations entered into in the financial year <strong>2010</strong>/<strong>11</strong>, acquisition-related<br />
costs in the amount of cHf 1.0 million have been expensed and are included in the line “General and administration” in<br />
the income statement. in 2009/10, the main acquisitions were advanced Bionics and insound medical. for the financial<br />
year 2009/10, acquisition-related costs in the amount of cHf 5.0 million have been considered as part of the purchase<br />
consideration.<br />
the initial accounting for the acquisitions in the current financial year is pro visional. the results of the final valuation and<br />
purchase price allocation are still outstanding. the fair values assigned to the identifiable assets acquired and liabilities<br />
assumed are therefore still subject to changes. the goodwill is attributed mainly to expected synergies, the labor force and<br />
the favourable sales growth potential.<br />
Contribution of acquired companies from acquisition to 1,000 cHf 31.3.20<strong>11</strong> 31.3.<strong>2010</strong><br />
total advanced<br />
Bionics 1)<br />
insound<br />
medical<br />
others total 1)<br />
sales 47,969 25,248 2,080 19,257 46,585<br />
net income (1,907) (144,379) (4,<strong>11</strong>0) (706) (149,195)<br />
Contribution, if the acquisitions occured on April 1 1,000 cHf <strong>2010</strong> 2009<br />
sales 103,703 124,713 7,544 28,895 161,152<br />
net income (1,839) (168,539) (21,471) 536 (189,474)<br />
1) Restated based on finalization of the acquisition accounting of advanced Bionics (for details refer to note 3.7).
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