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<strong>Annual</strong> <strong>Report</strong><br />
2011
The <strong>Kardex</strong> Group is a leading supplier of static and automated storage solutions and<br />
materials handling systems. It consists of the three corporate divisions <strong>Kardex</strong> Remstar,<br />
<strong>Kardex</strong> Stow and <strong>Kardex</strong> Mlog.<br />
<strong>Kardex</strong> Remstar develops, produces and maintains dynamic storage and retrieval systems,<br />
<strong>Kardex</strong> Stow static storage systems, shuttles and automated mobile shelving systems and<br />
<strong>Kardex</strong> Mlog integrated materials handling systems and automated high-bay warehouses.<br />
All divisions are partners for their customers over the entire lifecycle of a product or solution.<br />
This starts with an assessment of customer requirements and continues via the planning,<br />
realization and implementation of customer-specific systems through to ensuring a high level<br />
of availability and low lifecycle costs by means of customer-oriented lifecycle management.<br />
More than 2100 employees in over 30 countries worldwide work for the companies of the<br />
<strong>Kardex</strong> Group.<br />
On the pictures in this report:<br />
Across the globe <strong>Kardex</strong> products and services are making the handling and storage of<br />
goods and materials more efficient. Familiar comparisons are used to tangibly underline<br />
the defining features of <strong>Kardex</strong> solutions and to demonstrate the advantages of modern<br />
storage systems and materials handling systems.
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
<strong>Kardex</strong> Group<br />
at a glance<br />
Net debt/Equity<br />
in EUR millions<br />
07* 08 09 10 11<br />
Net debt<br />
Equity<br />
* continued operations<br />
Net revenues<br />
by division<br />
in EUR millions<br />
07* 08 09 10 11<br />
<strong>Kardex</strong> Remstar<br />
<strong>Kardex</strong> Stow<br />
<strong>Kardex</strong> Mlog<br />
(2010: May to Dec.)<br />
* continued operations<br />
From 2007 – 2009 financial accounting applied to IFRS,<br />
since 2010 to Swiss GAAP FER.<br />
40<br />
30<br />
20<br />
10<br />
0<br />
– 10<br />
Operating result (EBIT)<br />
in EUR millions<br />
35.2<br />
42.3<br />
6.3<br />
– 2.2<br />
*continued operations<br />
10.4<br />
07* 08 09 10 11<br />
Net revenues<br />
by regions<br />
Business year 2011 in %<br />
8.0<br />
6.2<br />
85.8<br />
Europe, Middle East and Africa<br />
Asia/Pacific<br />
Americas
Highlights and<br />
key figures in 2011<br />
Strong revenue growth (+29 %) and solid order backlog (+14.2 %) in all divisions<br />
Group returns to profitability, EBIT EUR 10.4 million, net result EUR 3.0 million<br />
Capital increase of EUR 25.4 million strengthens balance sheet and secures operating flexibility<br />
Shift of management responsibility to the divisions is bearing fruits<br />
Key figures<br />
EUR millions<br />
1 January to 31 December 2011 2010 +/– %<br />
Bookings 480.2 391.0 22.8 %<br />
Order backlog (31 December) 148.5 130.0 14.2 %<br />
Net revenues 459.2 355.9 29.0 %<br />
Gross Profit 97.9 78.6 24.6 %<br />
OPEX 87.5 80.8 8.3 %<br />
Operating result (EBIT) 10.4 – 2.2 n.m.<br />
EBIT in % of revenues, net 2.3 % – 0.6 %<br />
EBITDA 21.5 8.3 159.0 %<br />
Result for the period 3.0 – 9.1 n.m.<br />
Result per share for the period 0.48 – 1.62 n.m.<br />
Free cash flow – 7.8 – 18.8 58.5 %<br />
31.12.2011 31.12.2010 +/– %<br />
Net debt 15.6 42.6 – 63.4 %<br />
Equity 64.5 36.1 78.7 %<br />
Equity ratio in % 25.5 % 14.6 %<br />
Employees (full-time equivalents) 2 124 2 122 0.1 %
1<br />
04<br />
08<br />
12<br />
14<br />
16<br />
20<br />
47<br />
85<br />
96<br />
Contents<br />
<strong>Report</strong> to the shareholders<br />
Information on the <strong>Kardex</strong> share<br />
Division <strong>Kardex</strong> Remstar<br />
Division <strong>Kardex</strong> Stow<br />
Division <strong>Kardex</strong> Mlog<br />
Corporate Governance<br />
Financial reporting <strong>Kardex</strong> Group (Consolidated)<br />
Financial reporting <strong>Kardex</strong> AG (Holding)<br />
Group companies, addresses and contacts
80 000<br />
Large football stadiums can hold 80 000<br />
spectators. The same number of pallets fit into<br />
a <strong>Kardex</strong> Stow deep lane storage system.<br />
Compact layout, smooth processes and everything<br />
in an individual, readily identifiable<br />
place – just like in a stadium.<br />
3
Philipp Buhofer<br />
<strong>Report</strong> to the shareholders<br />
“ The <strong>Kardex</strong> Group is operating<br />
profitably once again”<br />
Dear Shareholders,<br />
The <strong>Kardex</strong> Group is recovering from the economic downturn in 2009 and 2010<br />
and operating profitably once again. The operating result (EBIT) of EUR 10.4 million<br />
generated in financial year 2011 and the successful capital increase in the late<br />
summer of last year are important steps on the road to the Group’s restrengthening.<br />
Market success has also returned. The sharp rise in net revenues for the three<br />
divisions testifies not only to brisk investment activity on the part of our clients but<br />
also to the quality of the products and services offered. Nevertheless, considerable<br />
efforts will once again be required in 2012 to further bolster the leading positions<br />
of <strong>Kardex</strong> Remstar, <strong>Kardex</strong> Stow and <strong>Kardex</strong> Mlog in their respective markets<br />
and therefore put the <strong>Kardex</strong> Group back on a sound and sustainable financial foot-<br />
ing. One important step in this direction was the shift in corporate responsibility<br />
to the divisions and the attendant, more focused strategic profile given to the individual<br />
business areas.<br />
Owing to the late-cyclical nature of demand for warehouse logistics solutions, it was<br />
not until the year under review that the <strong>Kardex</strong> Group’s three divisions achieved<br />
a substantial recovery from the setbacks of 2009 and 2010. Bookings rose by a significant<br />
22.8 % year-on-year to EUR 480 million (+15 % adjusted for acquisitions).<br />
At EUR 148.5 million, the order books were also well filled at the end of December<br />
compared with the end of 2010 (EUR 130.0 million).<br />
After getting off to a tentative start at the beginning of the year, revenues rose continually<br />
month for month to reach satisfactory levels toward the end of the year.<br />
Net revenues totaling EUR 459.2 million were generated, 29 % more than in 2010<br />
(+23.1 % adjusted for acquisitions). The higher volumes translated into a return to<br />
profitability at EBIT level from the second quarter and also at net result level from<br />
the second half of the year. The Group achieved total EBITDA of EUR 21.5 million<br />
(previous year: EUR 8.3 million) and EBIT of EUR 10.4 million (previous year: EUR<br />
– 2.2 million). This includes restructuring costs totaling EUR 3.1 million, relating<br />
also to the USA. The net result amounted to EUR 3.0 million in the year under review.<br />
The three divisions made mixed contributions to this result. <strong>Kardex</strong> Remstar<br />
increased its revenues by 13.7 % to EUR 219.3 million, while <strong>Kardex</strong> Stow generated<br />
24.4 % more revenues than in the previous year at EUR 168.7 million and <strong>Kardex</strong><br />
Mlog grew by as much as 88 % on a comparable basis to reach a sales volume of<br />
EUR 73.4 million. The operating result at <strong>Kardex</strong> Remstar was EUR 10.5 million<br />
(previous year: EUR 3.8 million), equivalent to an EBIT margin of 4.8 % (previous<br />
year: 2.0 %). <strong>Kardex</strong> Stow reported EBIT of EUR 3.6 million (previous year: EUR<br />
0.0 million), producing an EBIT margin of 2.1 % (previous year: 0.0 %). As expected,<br />
<strong>Kardex</strong> Mlog was not yet profitable at operating level, posting a negative operating<br />
result of EUR 2.4 million (previous year: EUR – 1.7 million for eight months),<br />
although a restoration of profitability is within reach. The results achieved in the<br />
second half of the year – where there was an improvement in all three divisions com-<br />
pared with the first six months – give us particularly strong grounds for optimism<br />
regarding future development.<br />
4
5<br />
Jens Fankhänel<br />
Successful capital increase<br />
strengthens balance sheet<br />
and increases financial<br />
latitude<br />
Switch in accounting<br />
standards to Swiss<br />
GAAP FER<br />
Changes in management<br />
structure<br />
Focus on strategic direction<br />
Gerhard Mahrle<br />
In order to strengthen its equity base and increase its financial flexibility, <strong>Kardex</strong> AG<br />
undertook a successful capital increase with full subscription rights for all share-<br />
holders in the third quarter of 2011. With the net cash inflow of EUR 25.4 million,<br />
around half the convertible bond redeemed at the end of June 2011 was refinanced<br />
with equity. Net debt was consequently reduced to EUR 15.6 million at the end of the<br />
year (EUR 42.6 million at the end of the previous year). In order to set in place<br />
a healthy level of financing for the medium term, new agreements were concluded<br />
simultaneously with Swiss and foreign banks to ensure that the company’s work-<br />
ing capital requirements are sufficiently met on the one hand, and that any neces -<br />
sary guarantees can be granted on the other.<br />
In the summer, the Board of Directors of <strong>Kardex</strong> AG decided to switch the <strong>Kardex</strong><br />
Group’s financial accounting from IFRS (International Financial <strong>Report</strong>ing Standards)<br />
to Swiss GAAP FER with effect from 1 January 2011. The change in the market<br />
segment on SIX Swiss Exchange from the Main Standard to the Domestic Standard<br />
is linked to this switch. Swiss GAAP FER is a recognized accounting standard<br />
which in future will allow the company to continue to publish transparent financial<br />
reports, including segment reporting, at half-yearly intervals in compliance with the<br />
requirement to present a true and fair picture. The switch meant that goodwill,<br />
capitalized intangible assets due to acquisitions, and capitalized tax effects on loss<br />
carryforwards were offset directly against equity. Equity was conversely affected<br />
by the restatement of existing pension commitments. The elimination and restate-<br />
ment reduced equity by a total of EUR 56.5 million as at 1 January 2011. Under<br />
Swiss GAAP FER, equity at the end of the year amounted to EUR 64.5 million and<br />
the equity ratio 25.5 %.<br />
Following the General Meeting on 26 April 2011, the Chairmanship of the company<br />
was transferred to Philipp Buhofer, while newly elected Dr. Felix Thöni became<br />
Vice Chairman. As of 1 June, the Board of Directors streamlined the Group’s organization<br />
with a view to shortening decision-making paths and strengthening the<br />
position of the three divisions, i. e. the individual companies, in the market. The<br />
Group has since been headed by an Executive Committee comprising the Chairman<br />
and Vice Chairman of the Board of Directors, the three division heads, as well<br />
as the Group CFO. This change has proved effective, but is a temporary solution.<br />
With the shift in corporate responsibility to the divisions, the strategic focal points<br />
of the Group and its divisions were reviewed and given a sharper profile. The<br />
strategies are consequently being developed and implemented at division level. The<br />
common one-stop shop proposition continues to play a role in the marketplace;<br />
however, the success of each individual, independent division – with its own products,<br />
subsystems and services – remains central.
Jos De Vuyst<br />
Milestone projects<br />
in all divisions<br />
<strong>Report</strong> to the shareholders<br />
Dr. Felix Thöni<br />
The Group continues to focus on offering customers innovative products and<br />
solutions designed to improve the efficiency of warehousing and materials handling<br />
in internal logistics. While <strong>Kardex</strong> Remstar and <strong>Kardex</strong> Mlog concentrate on<br />
dynamic production and warehouse logistics solutions, the focus for <strong>Kardex</strong> Stow is<br />
on static racks and related products. From a long-term perspective, the current<br />
areas of business are attractive and the Group’s expertise is meeting with a positive<br />
echo from the market.<br />
What all divisions have in common is that they are a partner to their customers<br />
throughout the lifecycle of a product or solution. This starts with an assessment of<br />
customer requirements and continues via the planning, realization and implemen-<br />
tation of customer-specific systems through to ensuring a high level of availability<br />
and low lifecycle costs by means of customer-oriented lifecycle management.<br />
To this end, not only is development expenditure being maintained at a high level<br />
but customer proximity will also be strengthened by investing even more heavily<br />
in the sales and service organizations in future. In particular, expansion of aftersales<br />
services at <strong>Kardex</strong> Remstar and <strong>Kardex</strong> Mlog should result in better margins<br />
but also lead to a reduction in the two divisions’ cyclicality.<br />
<strong>Kardex</strong> Remstar is operating in an environment that has become increasingly competitive<br />
in recent years, which calls for a continuous improvement of cost structures<br />
in addition to greater innovative efforts to remain a technological and market<br />
leader. With the revised innovation strategy, reorganization of production and<br />
realignment of the sales operation in the US, important steps have been taken in<br />
this direction. On the revenues side, leverage lies first and foremost in the ex -<br />
pansion of service activities that is now underway as well as systematic expansion<br />
of the regional presence.<br />
<strong>Kardex</strong> Stow is operating in a very competitive market environment. Thanks<br />
to its highly automated Belgian plant and the newly established plant in Shanghai,<br />
however, this division is well positioned on the cost front compared with its<br />
competitors. But as the division’s geographical sphere of action is limited by high<br />
transport costs, various strategic options are presently being looked into. At the<br />
same time, <strong>Kardex</strong> Stow is expanding its sales organization so that in future it can<br />
focus more closely on acquiring smaller orders with higher margins in all the<br />
markets in which it operates.<br />
Cost considerations meant that <strong>Kardex</strong> Mlog concentrated its drive to internationalize<br />
the business – which began in 2010 – on neighboring European countries. Besides<br />
the sale of greenfield installations, the focus is increasingly on the acquisition of<br />
refurbishment projects and expansion of after-sales services. The high installed<br />
base offers a good basis to do so. A concentrated offer of standardized solutions for<br />
specific industries will make an important contribution to lowering both project<br />
costs and project risks.<br />
6
7<br />
Hans-Jürgen Heitzer<br />
Proposal for submission<br />
to the General Meeting<br />
Outlook<br />
Thank you<br />
It will be proposed that no dividend be paid.<br />
From the present perspective, the outlook for all of the Group’s divisions is good.<br />
The high order backlog at the beginning of the year provides grounds for optimism.<br />
The Executive Committee therefore expects a further increase in the volume of<br />
revenues in the current fiscal year as well as a continued improvement in profitabil-<br />
ity. At the same time, <strong>Kardex</strong> is ready to respond fast to any worsening of the<br />
economic environment. Management is therefore endeavoring to achieve a balance<br />
between further, systematic cost reductions in all divisions and at the same time<br />
maintain innovative capacity and intensive marketing.<br />
On behalf of the Board of Directors and Executive Committee, we would like to<br />
thank all employees for their sterling work during 2011. However, we also wish<br />
to thank our customers and business partners for their valuable collaboration and<br />
you as valued shareholders for the trust you place in us.<br />
Philipp Buhofer Dr. Felix li Thöni h i<br />
Chairman of the Board of Directors Vice Chairman of the Board of Directors<br />
President of the Executive Committee Vice President of the Executive Committee<br />
GGerhard h d Mahrle h l<br />
Jens Fankhänel<br />
Chief Financial Officer Head of <strong>Kardex</strong> Remstar Division<br />
JJos DDe VVuyst t<br />
Hans-Jürgen Heitzer<br />
Head of <strong>Kardex</strong> Stow Division Head of <strong>Kardex</strong> Mlog Division
Share capital and capital<br />
structure<br />
Information on the <strong>Kardex</strong> share<br />
2011 2010 2009 2008 2007<br />
Par value per share (CHF) 11.00 11.00 11.00 13.50 13.50<br />
Total bearer share – – – 5 627 453 5 627 453<br />
Total registered share 7 730 000 5 627 453 5 627 453 – –<br />
Number of treasury shares 3 149 15 364 57 573 60 796 28 466<br />
Number of dividend-bearing shares 7 726 851 5 612 089 5 569 880 5 566 657 5 598 987<br />
Registered capital (CHF 1 000) 85 030 61 902 61 902 75 971 75 971<br />
Conditional capital (CHF 1 000) – 9 900 9 900 12 150 12 150<br />
Authorized capital (CHF 1 000) 7 823 – – – –<br />
Total voting rights 7 726 851 5 612 089 5 569 880 5 566 657 5 598 987<br />
Key stock exchange figures<br />
per share<br />
CHF 2011 2010 2009 2008 2007<br />
Share price high 32.00 39.25 36.35 66.25 73.00<br />
Share price low 10.60 23.10 21.00 25.60 49.95<br />
Closing rate 11.95 30.30 33.45 30.00 61.50<br />
Average volume per trading day 11 617 7 712 8 692 10 615 17 849<br />
Market capitalization – CHF million 92.37 170.51 188.24 168.82 346.09<br />
Key figures per share<br />
Information on the<br />
<strong>Kardex</strong> share<br />
CHF 2011 2010 2009 2008 2007<br />
Net result per share 0.48 – 2.23 0.21 9.30 6.35<br />
Price earnings (closing rate) 24.97 156.44 3.22 9.68<br />
Operating cash flow – 0.54 2.51 6.87 10.43 14.91<br />
Free cash flow – 1.25 – 4.62 4.81 5.69 21.34<br />
Dividend – – – – –<br />
Par value reduction – – – 2.50 –<br />
Equity 10.20 8.03 25.86 28.47 21.82<br />
From 2007 to 2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.<br />
The registered shares of <strong>Kardex</strong> AG are traded in the Domestic Standard of SIX<br />
Swiss Exchange in Zurich. They are contained in the SPI (Swiss Performance<br />
Index). Stock exchange symbol: KARN/Swiss security no.: 10083728/ISIN number:<br />
CH0100837282/Bloomberg: KARN SW Equity/Reuters: KARN.S. Current prices<br />
can be seen at www.kardex.com.<br />
8
Share price performance<br />
Shareholder structure<br />
Contact<br />
Contact share register<br />
Corporate Calendar<br />
9<br />
%<br />
100<br />
90<br />
80<br />
70<br />
60<br />
<strong>Kardex</strong> AG (Holding) share<br />
On SIX Swiss Exchange 1.1.2011 to 29.2.2012 based on the weekly closing price in CHF<br />
Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec. Jan. Feb.<br />
Registered shares of <strong>Kardex</strong> AG (KARN) Swiss Performance Index (SPI)<br />
The value of a <strong>Kardex</strong> share decreased by 60.6 % from CHF 30.30 to CHF 11.95 in<br />
2011. Since <strong>Kardex</strong> opted not to make a distribution/dividend payment in the<br />
year under review, the overall performance for the entire year was likewise – 60.6 %.<br />
Trading in shares from the capital increase commenced on 6 September 2011.<br />
As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)<br />
entered in the share register. The following shareholders held more than 3 % of the<br />
outstanding share capital of <strong>Kardex</strong> AG on 31 December 2011:<br />
31.12.2011 31.12.2010<br />
Buru Holding and Philipp Buhofer 22.0 % 20.3 %<br />
Pictet Funds SA – 5.1 %<br />
Stancroft Trust Limited 4.0 % –<br />
<strong>Kardex</strong> AG<br />
Gerhard Mahrle, CFO<br />
Edwin van der Geest, Investor Relations<br />
Tel. +41 44 419 44 79<br />
investor-relations@kardex.com<br />
Ursula Bareth, Assistant to the Board of Directors and the Group CFO<br />
Tel. +41 44 419 44 79<br />
<strong>Annual</strong> General Meeting 2012 24 April 2012<br />
Interim <strong>Report</strong> 2012 23 August 2012<br />
CHF<br />
31.60<br />
26.60<br />
21.60<br />
16.60<br />
11.60
11<br />
845<br />
square meters<br />
The wings of an A380 have a surface area<br />
of 845 square meters. That is the amount<br />
of space available in a <strong>Kardex</strong> Remstar<br />
Shuttle XP 700, which occupies a ground<br />
area of only 12.2 square meters. High<br />
space efficiency increases productivity, and<br />
a small ground area guarantees maximum<br />
storage capacity.
Division <strong>Kardex</strong> Remstar<br />
<strong>Kardex</strong> Remstar:<br />
Focused efforts rewarded<br />
by gains in market share<br />
<strong>Kardex</strong> Remstar Division began a process of gradual transformation in the year under<br />
review with the aim of bringing it even closer to the market and customers that<br />
it serves. This focus entailed organizational adjustments, as well as a revision of the<br />
sales and service strategy. In operational terms, thanks to greater sales efforts,<br />
the launch of new products and the solid economic backdrop, it succeeded in winning<br />
back market share and continued to reinforce its leading position in the field of<br />
automated storage, retrieval and distribution systems.<br />
Market share gains<br />
Net revenues of the <strong>Kardex</strong> Remstar Division grew 13.7 % in the reporting period to<br />
EUR 219.3 million (previous year: EUR 192.8 million). A particularly pleasing rise<br />
in net revenues was recorded in Europe thanks to strong growth in Germany, while<br />
net revenues in the US continued to develop at a below-average rate. In Asia<br />
Pacific, a 20 % increase in net revenues was achieved if from a low base. After a<br />
subdued start, demand continued to pick up as the year progressed. Thanks to<br />
higher-than-average growth, <strong>Kardex</strong> Remstar succeeded in gaining market share. The<br />
solid economic environment and more intense, focused marketing efforts were the<br />
main drivers behind the good level of sales in financial year 2011. At EUR 230 million,<br />
bookings were up 13.1 % year-on-year (EUR 203.3 million).<br />
It was still not possible for margins to fully keep pace. Along with the high degree<br />
of price sensitivity among customers, reasons included inefficiencies within the<br />
Division and non-recurring costs of EUR 1.6 million relating to restructuring measures<br />
in the US in the second half of the year. The result was an operating profit (EBIT)<br />
of EUR 10.5 million (previous year: EUR 3.8 million). The order backlog came to<br />
EUR 70.2 million at the end of the financial year, up 16.4 % on the previous year.<br />
Closer to the customer<br />
<strong>Kardex</strong> Remstar is gradually transforming itself from a traditional product-based<br />
company to a supplier of simple systems. Particular attention was given to the<br />
focus on customers and special customer segments in the reporting year. Measures<br />
taken include reorganizations in the US and Benelux countries, standardization<br />
of the sales strategy and increased expansion of the customer service operation.<br />
Besides a high level of availability, <strong>Kardex</strong> Remstar systems provide the customer<br />
with transparent savings and, with their high quality, guarantee seamless processes<br />
in internal logistics. Investment in new products is an important element in<br />
strengthening the leading market position and capturing new sales areas. The<br />
year under review saw the extension of the Megamat RS family of products and<br />
launch of a newly developed variant of the Shuttle Element, while new releases<br />
of the powerful software suite were also brought to market.<br />
12
13<br />
Consolidated key figures for the <strong>Kardex</strong> Remstar Division<br />
EUR millions 2011 2010 +/– %<br />
Bookings 230.0 203.3 13.1 %<br />
Order backlog (31 December) 70.2 60.3 16.4 %<br />
Segment net revenues 219.3 192.8 13.7 %<br />
Operating result (EBIT) 10.5 3.8 176.3 %<br />
EBIT in % of segment revenues, net 4.8 % 2.0 %<br />
EBITDA 17.1 9.7 76.3 %<br />
Employees (full-time equivalents on 31 December) 1 237 1 296 – 4.6 %<br />
Net revenues<br />
by market regions –<br />
<strong>Kardex</strong> Remstar<br />
Business year 2011 in %<br />
6.1<br />
16.8<br />
77.1<br />
Europe, Middle East and Africa<br />
Asia/Pacific<br />
Americas<br />
Extensive service offer<br />
A modern, innovative customer service offer is increasingly becoming a critical success<br />
factor as customers demand comprehensive support throughout a solution’s<br />
life cycle. Besides high product quality, key factors include short response times on<br />
the part of the service organization, the availability of replacement parts, as well<br />
as general maintenance intervals. For <strong>Kardex</strong> Remstar, a well-functioning service<br />
organization is a crucial differentiator in terms of securing and gaining market<br />
share. The service structure was reviewed in 2011 and a pilot project launched for the<br />
efficient management of service visits using cloud technology. Active marketing<br />
of this service proposition will enable <strong>Kardex</strong> Remstar to get closer to its objective<br />
of becoming a true partner to its customers – for life. The process is being led<br />
by Urs Siegenthaler, a proven industry expert who joined the Division’s management<br />
team in summer 2011 as Head of Service. Since 1 January 2011 the <strong>Kardex</strong> Remstar<br />
Division has been headed by Jens Fankhänel.<br />
Efficiency improvements<br />
Besides a systematic focus on the market, <strong>Kardex</strong> Remstar is constantly working to<br />
improve its internal processes in order to enhance effectiveness and therefore<br />
increase competitiveness. With the closure of the plant in Lewistown/US in the first<br />
half of 2012, production capacity is being aligned with current volumes as well<br />
as volumes projected for the near future. Nevertheless, with concentration on the<br />
production site in Germany further productivity gains are necessary in order to<br />
improve cost structures. Headcount was reduced slightly to 1237 employees in financial<br />
year 2011.
Division <strong>Kardex</strong> Stow<br />
<strong>Kardex</strong> Stow:<br />
New products and<br />
higher margins<br />
<strong>Kardex</strong> Stow is one of the market leaders in static storage and stacking systems for<br />
pallets, small parts and long goods. The late-cyclical nature of the business meant<br />
that the economic recovery that had been gaining traction since 2010 was fully felt in<br />
the second half of the reporting period. This resulted in considerable growth in<br />
net revenues, as well as a clear improvement in profitability. Order books continued<br />
to fill up, even in an increasingly challenging market environment; the result was<br />
a considerably higher order backlog at the end of the year.<br />
High organic growth<br />
Net revenues in the <strong>Kardex</strong> Stow Division grew to EUR 168.7 million from<br />
EUR 135.6 million in the previous year. Following the operating loss suffered in the<br />
first three months of the year, considerable volume improvements and positive<br />
results were achieved in the second quarter. The second half of the year was significantly<br />
more robust and marked by a further rise in net revenues combined with<br />
higher margins. This enabled high organic growth in net revenues of 24.4 % to be<br />
achieved by the year-end. Overall, this resulted in EBIT of EUR 3.6 million fol-<br />
lowing the breakeven result achieved in the previous year. Despite restructuring<br />
costs of around EUR 0.4 million, the Division’s profit came to EUR 0.1 million<br />
(EUR – 2.9 million).<br />
Market environment remains challenging<br />
The competitive situation remained challenging in 2011 despite higher market volumes.<br />
But as the outsourcing trend – and consequently the demand for simple,<br />
reliable storage solutions – continues unabated, sales showed a pleasing development<br />
in markets in Europe and China, where a 60 % rise in net revenues was<br />
achieved. Sales remained below expectations in the UK and – due to high transportation<br />
costs and the weak zloty – the otherwise lucrative market of Poland. The<br />
order backlog improved considerably and at the end of the period showed a 30 %<br />
year-on-year increase.<br />
The newly launched products were well received by customers: as with the rest of<br />
the <strong>Kardex</strong> Stow offer, they combine high quality with short delivery times –<br />
a considerable competitive advantage. The new Atlas pallet shuttle is being upgraded<br />
with additional options following an encouraging launch phase in 2012.<br />
The year under review also saw the first sales of silo high-bay warehouses, a system<br />
that enables optimum space utilization and offers a very good price/performance<br />
ratio. Developed in 2011, the flexible sliding storage system for pallets (mobile racking)<br />
is being manufactured in-house from 2012. Initial deliveries are likely to take<br />
place in the first quarter of the current financial year.<br />
14
15<br />
Consolidated key figures for the <strong>Kardex</strong> Stow Division<br />
EUR millions 2011 2010 +/– %<br />
Bookings 180.7 138.2 30.8 %<br />
Order backlog (31 December) 44.3 33.8 31.1 %<br />
Segment net revenues 168.7 135.6 24.4 %<br />
Operating result (EBIT) 3.6 0.0 n.m.<br />
EBIT in % of segment revenues, net 2.1 % 0.0 %<br />
EBITDA 7.3 4.0 82.5 %<br />
Employees (full-time equivalents on 31 December) 615 567 8.5 %<br />
Net revenues<br />
by market regions –<br />
<strong>Kardex</strong> Stow<br />
Business year 2011 in %<br />
9.1<br />
0.1<br />
90.8<br />
Europe, Middle East and Africa<br />
Asia/Pacific<br />
Americas<br />
Cost leadership maintained<br />
<strong>Kardex</strong> Stow continued to reaffirm its cost leadership in the year under review thanks<br />
to its highly automated Belgian plant and well-established factory in Shanghai,<br />
China. This advantage in the production process can only be partly exploited for the<br />
further expansion of activities, however, because high transport costs combined<br />
with limited margin potential mean various potential sales areas remain unattractive.<br />
The Division is therefore examining strategic alternatives, ranging from the<br />
acquisition of local suppliers through to partnerships. Via systematic cost management,<br />
further improvements in efficiency are being secured at the existing plants.<br />
Sales teams focused on profitable orders<br />
Despite the low complexity of <strong>Kardex</strong> Stow products, continuing product development<br />
remains an important success factor. Advantage can be gained over compet-<br />
itors by redesigning products and systematically exploiting existing industrial<br />
manufacturing capacity. In addition, achievable margins can be optimized gradually<br />
through order and project size. Customers such as general logistics contractors,<br />
logistics service providers and large industrial and trading conglomerates increasingly<br />
favor medium-sized warehouses with a capacity in the range of 30 000 to 40 000<br />
pallet spaces. To address these customers more systematically in future, around ten<br />
new sales personnel were recruited in financial year 2011. At the most senior management<br />
level, Jos De Vuyst succeeded former Head of Division, Hans De Staercke,<br />
on an interim basis in mid-February 2011 before being appointed per manent Head<br />
of Division on 1 June 2011.
Division <strong>Kardex</strong> Mlog<br />
<strong>Kardex</strong> Mlog:<br />
Growth through strengthening<br />
of core competencies<br />
<strong>Kardex</strong> Mlog is a leading supplier of automated stacker cranes and materials<br />
handling systems in Germany. Through concentration on the most important sales<br />
markets in Europe, an optimized product and service offer, together with the<br />
introduction of programs designed to enhance the efficiency of the manufacturing<br />
process, a rapid return to profitability is to be achieved. At the same time, the<br />
aim is to achieve a sustained increase in the proportion of sales of higher-margin<br />
refurbishment projects and service orders so as to lessen the dependence on<br />
greenfield projects.<br />
Positive trend in net revenues<br />
<strong>Kardex</strong> Mlog increased its net revenues by 164 % compared with the previous year<br />
to reach EUR 73.4 million, whereby the growth on comparable basis was 88 %.<br />
Demand for stacker cranes and conveyor technology showed an encouraging trend,<br />
particularly in the second half of the year. This enabled an improvement in margins<br />
during those months and followed the distinctly negative operating result suffered<br />
by the Division in the first half as a result of significant pressure on prices. Despite<br />
the introduction of process optimization measures, the excessive proportion of<br />
fixed costs at the main site in Neuenstadt am Kocher and expenses related to expan-<br />
sion of the sales network meant that operating costs were still not fully covered.<br />
This culminated in a negative operating result (EBIT) of EUR 2.4 million for financial<br />
year 2011. Although the order backlog was virtually unchanged against the prioryear<br />
period, there was an improvement in the risk profile of orders and therefore in<br />
the resulting achievable margins.<br />
Internationalization resized<br />
The rapid expansion of activities and markets outside Europe did not prove effective<br />
and resulted in considerable costs. <strong>Kardex</strong> Mlog therefore decided in future to<br />
refocus its attention on its key sales market of Germany, as well as the neighbouring<br />
countries of Benelux, Austria and Hungary. These sales territories constitute<br />
around 60 % of the currently identifiable market. Automated high-bay warehouses<br />
– and therefore the products and services sold by <strong>Kardex</strong> Mlog – have not yet<br />
become the standard in many industries, and accordingly these markets offer plenty<br />
of potential.<br />
To strengthen core competencies and hone its offer, <strong>Kardex</strong> Mlog invested in the<br />
organization and created 24 new jobs in control technology, software and service.<br />
Stefan Seidl was succeeded as Head of Division by his Deputy, Hans-Jürgen<br />
Heitzer, on 1 September 2011.<br />
16
17<br />
Consolidated key figures for the <strong>Kardex</strong> Mlog Division<br />
EUR millions 2011 2010 1 +/– %<br />
Bookings 73.0 50.0 46.0 %<br />
Order backlog (31 December) 36.0 36.1 – 0.3 %<br />
Segment net revenues 73.4 27.8 164.0 %<br />
Operating result (EBIT) – 2.4 – 1.7 – 41.2 %<br />
EBIT in % of segment revenues, net – 3.3 % – 6.1 %<br />
EBITDA – 1.7 – 1.2 – 41.7 %<br />
Employees (full-time equivalents on 31 December) 261 249 4.8 %<br />
1 1 May to 31 December<br />
Net revenues<br />
by market regions –<br />
<strong>Kardex</strong> Mlog<br />
Business year 2011 in %<br />
100<br />
Europe, Middle East and Africa<br />
Expanding the product range<br />
Thirty new systems were installed in the year under review, while the newly de-<br />
veloped automated small-parts warehouse stacker crane was launched on the<br />
market. Systems Solutions – a modular, scalable subsystem based on the crane –<br />
will be introduced by <strong>Kardex</strong> Mlog in 2012. This will enable customers in different<br />
sectors to be offered a standardized, individually configurable system. The system<br />
bundles software with basic components for conveyor technology and stacking<br />
functions.<br />
A first step in this direction was taken with the launch of the new M-Dynamic<br />
product at the end of 2011. M-Dynamic is faster and lighter than conventional solutions,<br />
yet guarantees individual access to containers. The system also includes<br />
various components from <strong>Kardex</strong> Stow and <strong>Kardex</strong> Remstar. The extended offer will<br />
put <strong>Kardex</strong> Mlog in a position to process medium-sized projects more swiftly<br />
and efficiently, thereby reducing the proportion of costly one-off solutions.<br />
Expansion of service business<br />
With around 900 systems installed to date, the existing customer portfolio offers<br />
considerable potential. Customers also want the most accurate information<br />
possible about the condition of their systems and about the maintenance that is<br />
required for value retention. The service offer was gradually extended in the<br />
reporting year with a view to improving proximity to customers and ensuring greater<br />
interaction. The existing offer is to be complemented by a software package<br />
during 2012. As well as 24/7 service, this provides customers with regular updates<br />
and additional functionalities for existing software solutions and is rounded off<br />
by training on software and technology.
19<br />
45 meters<br />
45 meters above the ground and ultra-<br />
precise picking a given. <strong>Kardex</strong> Mlog<br />
stacker cranes are reliable and guarantee<br />
rapid and secure storage and retrieval<br />
of pallets.
Corporate Governance<br />
Corporate Governance<br />
The <strong>Kardex</strong> Group is committed to the recognized principles of responsible corporate<br />
governance as published by economiesuisse in the Swiss Code of Best Practice<br />
for Corporate Governance. By acknowledging these principles, the Group’s aim is to<br />
strengthen and increase confidence on a lasting basis in management and corporate<br />
policies which are pursued in the interests of present and future shareholders,<br />
investors, employees, business associates and the general public. Through defined<br />
internal controls and the monitoring of business processes, the Group seeks to<br />
achieve risk-controlled decisions and results and has set itself the goal of ensuring<br />
comprehensive, transparent communication with all stakeholder groups. The<br />
principles of corporate governance at the <strong>Kardex</strong> Group are enshrined in its Articles of<br />
Incorporation, Organizational By-Laws and other guidelines. The Group publishes<br />
further details on its website at www.kardex.com.<br />
In the following section, as required by the guidelines of SIX Swiss Exchange, the<br />
<strong>Kardex</strong> Group provides information about its corporate governance. The infor ma tion<br />
is organized as in the guidelines. To avoid redundancy and in the interests of<br />
readability, there are several cases where the reader is referred to other places in the<br />
<strong>Annual</strong> <strong>Report</strong> or to other <strong>Kardex</strong> Group publications. Any significant changes<br />
occurring between balance sheet date and this report going to press have been noted.<br />
20
1.1 Group structure<br />
21<br />
1. Group structure and shareholders<br />
1.1.1 Structure of Group operations<br />
The <strong>Kardex</strong> Group is divided into the three divisions or segments <strong>Kardex</strong> Remstar,<br />
<strong>Kardex</strong> Stow and <strong>Kardex</strong> Mlog.<br />
<strong>Kardex</strong> Remstar Division<br />
Dynamic storage and<br />
retrieval systems<br />
Effective 1 June 2011 the operational management of the <strong>Kardex</strong> Group was reorganized.<br />
The <strong>Kardex</strong> Group is led by an Executive Committee, which is headed by<br />
the executive chairman of the Board of Directors. The three Heads of Division report<br />
as members of the Executive Committee directly to the Executive Chairman of<br />
the Board of Directors. The Vice Chairman of the Board of Directors and the Chief<br />
Financial Officer (CFO) also sit on the Executive Committee. The Executive Com-<br />
mittee is responsible for the management of the holding company and the Group.<br />
The Executive Committee is also responsible for preparing and advising on the<br />
business of <strong>Kardex</strong> AG and the Group. The Group is managed by the Board of Direc-<br />
tors through the Executive Committee and the management of the divisions<br />
<strong>Kardex</strong> Remstar, <strong>Kardex</strong> Stow and <strong>Kardex</strong> Mlog.<br />
The Board of Directors and the Executive Committee are assisted in their work by<br />
various central group functions. The division of responsibilities between the Board<br />
of Directors, the Executive Chairman and the Executive Committee is explained in<br />
section 3.5, page 31.<br />
Board of Directors Committees:<br />
Audit Committee<br />
Compensation and<br />
Nomination Committee<br />
Executive Committee Group Functions<br />
<strong>Kardex</strong> Stow Division<br />
Static storage systems<br />
<strong>Kardex</strong> Mlog Division<br />
Automated warehouse and<br />
material handling systems
1.2 Significant shareholders<br />
74.0<br />
22.0<br />
4.0<br />
1.3 Cross-shareholdings<br />
Corporate Governance<br />
1.1.2 Listed consolidated company<br />
Company <strong>Kardex</strong> AG<br />
Listed at SIX Swiss Exchange<br />
Swiss securities no. 10083728<br />
ISIN CH0100837282<br />
Symbol KARN<br />
Market capitalization as at 31 December 2011 CHF 92.4 million<br />
<strong>Kardex</strong> AG is a public limited company of indeterminate duration under Swiss law<br />
and is headquartered in Zurich, Switzerland. None of the subsidiary companies is<br />
listed and they do not hold shares in <strong>Kardex</strong> AG. The registered shares of <strong>Kardex</strong> AG<br />
are listed in the Domestic Standard of SIX Swiss Exchange in Zurich. The par<br />
value per share is CHF 11.00; each share carries one voting right.<br />
1.1.3 Non-listed consolidated companies<br />
The significant directly and indirectly held companies in the <strong>Kardex</strong> Group within<br />
the scope of consolidation of <strong>Kardex</strong> AG are listed in the notes to the consolidated<br />
financial statements on pages 79 to 80 of the <strong>Annual</strong> <strong>Report</strong>.<br />
As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)<br />
entered in the share register. The registered shares are held largely by private shareholders<br />
who are in most cases resident in Switzerland.<br />
As at the balance sheet date (31 December 2011), the following shareholders (in terms<br />
of capital held) held stakes equalling or exceeding the legal disclosure threshold<br />
of 3 %:<br />
Buru Holding and Philipp Buhofer 22.0 %<br />
Stancroft Trust Limited 4.0 %<br />
Other shareholders 74.0 %<br />
The company held treasury shares amounting to 0.04 % at the balance sheet date<br />
(31 December 2010: 0.3 %).<br />
Shares pending registration of transfer amounted to 26.7 % (31 December 2010:<br />
27.8 %) of the total as at 31 December 2011.<br />
<strong>Report</strong>s on significant shareholders or groups of shareholders filed with the<br />
company and the Disclosure Office of SIX Swiss Exchange Ltd in accordance with<br />
article 20 SESTA can be viewed on the Disclosure Office’s publication platform<br />
at http://www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html.<br />
There are no cross-shareholdings.<br />
22
2. Capital structure<br />
Share capital and capital structure<br />
23<br />
2011 2010 2009 2008 2007<br />
Par value per share (CHF) 11.00 11.00 11.00 13.50 13.50<br />
Total bearer share – – – 5 627 453 5 627 453<br />
Total registered share 7 730 000 5 627 453 5 627 453 – –<br />
Number of treasury shares 3 149 15 364 57 573 60 796 28 466<br />
Number of dividend-bearing shares 7 726 851 5 612 089 5 569 880 5 566 657 5 598 987<br />
Registered capital (CHF 1 000) 85 030 61 902 61 902 75 971 75 971<br />
Conditional capital (CHF 1 000) – 9 900 9 900 12 150 12 150<br />
Authorized capital (CHF 1 000) 7 823 – – – –<br />
Total voting rights 7 726 851 5 612 089 5 569 880 5 566 657 5 598 987<br />
2.1 Ordinary capital<br />
2.2 Conditional and<br />
authorized capital<br />
Price per share<br />
The key share figures are shown on page 8 of this <strong>Annual</strong> <strong>Report</strong>.<br />
<strong>Kardex</strong> AG’s ordinary share capital amounted to CHF 61 901 983 on 31 December 2010<br />
divided into 5 627 453 fully paid-in registered shares each with a par value of<br />
CHF 11.00. At the General Meeting of 26 April 2011 shareholders approved the creation<br />
of authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par<br />
value of CHF 11.00). Following the capital increase carried out in September 2011 in<br />
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company<br />
has CHF 85 030 000 (number of shares 7 730 000) in ordinary capital as at 31 December<br />
2011. All shares are entitled to dividends and entitle the holder to one vote at<br />
the General Meeting. The right to apply the special rules concerning treasury shares<br />
held by the company is reserved, particularly in relation to the exception from the<br />
entitlement to dividends.<br />
Conditional capital in the amount of CHF 12.2 million was created at the General<br />
Meeting of 24 May 2007. As a result of the decrease in the par value per share from<br />
CHF 13.50 to CHF 11.00, the total conditional capital was reduced to CHF 9.9 million.<br />
The registered shares, which each have a par value of CHF 11.00, are reserved for<br />
conversions of the 2.25 % convertible bond 2007 – 2011. Through the capital increase<br />
in September 2011 in the amount of CHF 23.1 million the associated reduction in<br />
conditional capital exceeds its total amount of CHF 9.9 million. The company there -<br />
fore no longer has conditional capital.
2.3 Capital changes<br />
2.4 Shares and participation<br />
certificates<br />
2.5 Profit participation<br />
certificates<br />
2.6 Restrictions on transferability<br />
and nominee<br />
registrations<br />
2.7 Convertible bonds<br />
and options<br />
Corporate Governance<br />
At the General Meeting of 26 April 2011 shareholders approved the creation<br />
of authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par<br />
value of CHF 11.00). Following the capital increase carried out in September 2011<br />
in the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company<br />
only has CHF 7 822 969 (number of shares 711 179) in authorized capital as at 31<br />
December 2011.<br />
The capital changes described under sections 2.1. and 2.2. were carried out in<br />
the financial year just ended. The funds accruing from the capital increase were used<br />
in part to repay the bridge financing drawn on to refinance the convertible bond.<br />
For an overview in table form of the capital changes during the financial years 2007 –<br />
2011, please see the table “Share capital and capital structure” on page 8.<br />
The 7 730 000 registered shares of <strong>Kardex</strong> AG have a par value of CHF 11.00 each.<br />
One registered share corresponds to one vote and the holder is entitled to<br />
a dividend.<br />
<strong>Kardex</strong> AG has no participation capital on 31 December 2011.<br />
<strong>Kardex</strong> AG has issued no profit participation certificates by 31 December 2011.<br />
The registered shares of <strong>Kardex</strong> AG may be purchased by any legal or natural<br />
person. The purchasing of shares is subject to the following limitations on nominee<br />
registrations:<br />
The company may refuse registration as a shareholder in the share register if<br />
upon request the purchaser does not expressly declare that they hold the shares in<br />
their own name and for their own account. The Board of Directors is entitled to<br />
delete an entry in the share register with retroactive effect from the date of that<br />
entry if such entry was based on false information. It may seek an explanation<br />
from the shareholder or beneficiary concerned in advance. Evidence of purchase is<br />
also required.<br />
The aforementioned limitations on nominee registrations are explicitly laid down<br />
in article II, § 3c, paras. 4 and 5 of the Articles of Incorporation. These provisions<br />
of the Articles of Incorporation may be rescinded by a simple decision of the<br />
General Meeting. The foregoing applies subject to any restrictions on transferability<br />
imposed by the law. No exceptions were granted in the year under review.<br />
As of 31 December 2011, <strong>Kardex</strong> AG has no convertible bond or options outstanding.<br />
24
3.1 Members of the<br />
Board of Directors<br />
25<br />
3. Board of Directors<br />
From left to right:<br />
Martin Wipfli,<br />
Philipp Buhofer,<br />
Leo Steiner,<br />
Felix Thöni,<br />
Walter T. Vogel.<br />
The Board of Directors of <strong>Kardex</strong> AG currently consists of two executive and three<br />
non-executive members (the Articles of Incorporation stipulate between three<br />
and seven). The non-executive members are independent in the sense of the Swiss<br />
Code of Best Practice for Corporate Governance and have not served on either<br />
the management of <strong>Kardex</strong> AG (holding company) or the management board of any<br />
subsidiary during the past three years. They have no business interest with the<br />
<strong>Kardex</strong> Group. At the General Meeting of 26 April 2011, Felix Thöni was elected to<br />
the Board of Directors of <strong>Kardex</strong> AG for a term of office of one year, replacing<br />
Dave Schnell, who tendered his resignation. Philipp Buhofer as President of the<br />
Executive Committee and Felix Thöni as member of the Executive Committee<br />
are executive members of the Board of Directors and as such not independent in the<br />
sense of the Swiss Code of Best Practice for Corporate Governance. They have<br />
been performing these functions since 1 June 2011. The Board of Directors consists of<br />
the following members:<br />
Philipp Buhofer<br />
Executive Chairman of the Board of Directors since the 2011 General Meeting<br />
Member of the Board of Directors since 2004, term expires 2012<br />
1959, Swiss citizen, HWV Horw/Lucerne<br />
Since 1997 independent entrepreneur<br />
1987 – 1997 EPA AG, since 1993 Member of the Executive Management<br />
1984 – 1987 Metro International, procurement
Corporate Governance<br />
Dr. Felix Thöni<br />
Executive Vice Chairman of the Board of Directors since the 2011 General Meeting<br />
Member of the Board of Directors since 2011, term expires 2012<br />
1959, Swiss citizen, Dr. oec. HSG<br />
Since 2010 independent management consultant, Cham<br />
2003 – 2009 CFO Charles Vögele Group, Pfäffikon<br />
1992 – 2002 CFO Gavazzi Group, Steinhausen<br />
1988 – 1991 Area Controller, Schindler Management AG, Ebikon<br />
Leo Steiner<br />
Member of the Board of Directors since 2004, term expires 2012<br />
Chairman from the 2006 to 2011 General Meeting<br />
1943, Swiss citizen, grad. mechanical engineer, ETH Zurich, additional studies in<br />
business management<br />
Since July 2007 Chairman of the Board of Directors, Komax Holding AG<br />
1992 – 2007 CEO of Komax Holding AG and Head of Executive Management of the<br />
Komax Group<br />
Until 1991 Hayek Engineering & Management Consulting, Landis & Gyr,<br />
Sulzer Escher-Wyss<br />
Walter T. Vogel<br />
Member of the Board of Directors since 2006, term expires 2012<br />
1957, Swiss citizen, grad. mechanical engineer, ETH Zurich<br />
Since 2007 CEO Aebi-Schmidt Group<br />
2003 – 2007 CEO Von Roll Holding AG<br />
1999 – 2003 Von Roll Group, Head of the Infratec Division and member of<br />
Group Management<br />
1995 – 1999 HILTI AG, Head of Direct Fastenings Unit and member of extended<br />
Group Management<br />
1992 – 1995 Aliva AG, Director of Sales and Marketing and member of the<br />
Executive Board<br />
Martin Wipfli<br />
Member of the Board of Directors since 2007, term expires 2012<br />
1963, Swiss citizen, lic. iur. University of Berne, lawyer<br />
Since 1997 managing partner, Baryon AG<br />
1995 – 1997 head of tax department of a Swiss private bank<br />
1990 – 1995 Ernst & Young AG tax consulting<br />
26
3.2 Other activities<br />
and interests<br />
3.3 Elections and terms<br />
of office<br />
27<br />
Philipp Buhofer<br />
Other directorships: BURU Holding AG, Cham Paper Group<br />
Holding AG, Rapid Holding AG, DAX Holding AG.<br />
Dr. Felix Thöni<br />
Other directorships: Renergia Zentralschweiz AG, Raiffeisenbank Cham Genossenschaft,<br />
Cham Paper Group Holding AG.<br />
Leo Steiner<br />
Other directorships: Komax Holding AG and with other non-listed companies.<br />
Walter T. Vogel<br />
Other directorships: Schlatter Holding AG and other directorships with non-listed<br />
companies.<br />
Martin Wipfli<br />
Other directorships: nebag ag, Elma Electronic AG, METALL ZUG AG and other<br />
directorships with non-listed companies.<br />
3.3.1 Principles of the election procedure and restrictions on term of office<br />
The members of the Board of Directors are elected by the General Meeting<br />
annually for a term of office of one year. Unless the shareholders request otherwise,<br />
members of the Board of Directors due to have their terms of office renewed<br />
at the same General Meeting may be jointly re-elected. Members of the Board of<br />
Directors were jointly re-elected in the year under review. There is no limit to<br />
the number of times a member may be re-elected. If by-elections are held, new<br />
members serve out the term of office of their predecessors. Once they reach<br />
the age of 70, Members of the Board of Directors retire from the Board of Directors<br />
automatically with effect from the next ordinary General Meeting (Article III,<br />
§ 13, para. 3 of the Articles of Incorporation).<br />
3.3.2 Year elected and remaining term per member of the Board of Directors<br />
Name Year elected Elected until<br />
Philipp Buhofer 2004 2012<br />
Leo Steiner 2004 2012<br />
Walter T. Vogel 2006 2012<br />
Martin Wipfli 2007 2012<br />
Felix Thöni 2011 2012
3.4 Internal organization<br />
Corporate Governance<br />
The tasks of the Board of Directors are governed by the Swiss Code of Obligations,<br />
as well as the Articles of Incorporation and Organizational By-Laws of <strong>Kardex</strong> AG.<br />
3.4.1 Allocation of tasks within the Board of Directors<br />
Philipp Buhofer has served as Executive Chairman of the Board of Directors since<br />
the 2011 General Meeting and Felix Thöni as the Board’s Executive Vice Chairman<br />
since the 2011 General Meeting. The Audit Committee is headed by Felix Thöni,<br />
the Compensation and Nomination Committee is headed by Walter Vogel. There<br />
are no further special committees or functions.<br />
3.4.2 Composition, duties and authority of the Board committees<br />
Two permanent committees exist to assist the Board in or prepare it for important<br />
decisions: the Audit Committee and the Compensation and Nomination Committee.<br />
The committees are constituted as follows:<br />
Name Audit Committee<br />
Philipp Buhofer Member<br />
Felix Thöni Chairman<br />
Leo Steiner Member<br />
Walter T. Vogel Chairman<br />
Martin Wipfli Member<br />
Compensation and<br />
Nomination Committee<br />
According to the Organizational By-Laws, the Board of Directors may set up other<br />
committees to help it carry out its duties more efficiently. It appoints the chairman<br />
and members of the committees and defines their duties. The committees report<br />
back to the Board of Directors on their activities. However, overall responsibility for<br />
the duties assigned to the committees remains with the full Board of Directors.<br />
Audit Committee<br />
The Audit Committee supports the Board of Directors in its duties of ultimate<br />
supervision, namely with regard to monitoring the integrity of the financial statements,<br />
the annual and interim reports, the internal control system for accounting<br />
processes, risk management and the auditing activities of the external and<br />
internal auditors.<br />
The Audit Committee<br />
– critically reviews the annual and interim financial statements, consulting the<br />
external auditors and the members of the Executive Committee, and submits<br />
a proposal to the Board of Directors for approval or rejection;<br />
– assesses the auditing activities, audit plan, independence and remuneration of the<br />
external auditors as well as their cooperation with the finance and control officers<br />
of the company and discusses the external auditors’ reports and recommendations;<br />
– makes an assessment of the functioning of the internal control system and the<br />
reliability of the reporting;<br />
– monitors compliance with legislation, internal guidelines and other provisions.<br />
28
29<br />
– Compensation and Nomination Committee<br />
The Compensation and Nomination Committee plays an advisory role and submits<br />
proposals to the full Board of Directors primarily in the following areas:<br />
– fundamental personnel issues within the Group<br />
– appointments to the Board of Directors and to key positions within the Group<br />
– approval of conditions of employment for members of the Executive Committee (in<br />
particular compensation, duration of contract)<br />
– defining fundamental parameters with regard to performance-related payments<br />
within the Group<br />
– setting individual performance-related payments to members of the Executive<br />
Committee<br />
– monitoring salary structure and salary development overall as well as individual<br />
total remunerations received which exceed a specific amount to be set by the<br />
Committee<br />
– compliance with official and/or supervisory regulations concerning the publication<br />
of remunerations received by the members of the Board of Directors and the<br />
Executive Committee<br />
3.4.3 Procedures of the Board of Directors and its committees<br />
The Board of Directors convenes by invitation of the Chairman or a member<br />
representing him, or at the request of one of its members. The Board of Directors<br />
appoints a Chairman from among its own members for a period of one year.<br />
Minutes detailing the Board’s discussions and decisions are kept and signed by both<br />
the Chairman and the Secretary. The Secretary is appointed by the Board of<br />
Directors and need not be a member. The Chairman also presides over the General<br />
Meeting and, together with the Executive Committee, ensures that all stake-<br />
holders receive any necessary information in good time.<br />
The Board of Directors meets regularly as often as business requires. In accordance<br />
with the Articles of Incorporation, the Board convenes at least four times per<br />
year for regular meetings, which generally last six hours. The Board of Directors<br />
also meets once a year for a two-day strategy session. In 2011 the Board met on<br />
eleven occasions. These meetings lasted one to nine hours. The full Board of<br />
Directors visits and inspects one of the Group’s production companies generally once<br />
a year. All members of the Executive Committee are invited to the regular meet-<br />
ings of the Board of Directors. The full Executive Committee attends the strategy<br />
and budget session. The Board may invite the Heads of Division, other manage-<br />
ment personnel or external advisers to attend as needed when dealing with specific<br />
issues. In the year under review, advisers were consulted for the evaluation of<br />
new members of the Board of Directors. Written documentation on the agenda items<br />
specified by the Chairman or at the request of the Management Board is submitted<br />
to the Board of Directors well in advance of meetings. The Chairman of the<br />
Board of Directors works closely with the Executive Committee and chairs the<br />
monthly meetings of the Executive Committee of the <strong>Kardex</strong> Group.
Corporate Governance<br />
Apart from the irrevocable legal requirements outlined in article 716a of the Swiss<br />
Code of Obligations, the <strong>Kardex</strong> AG Board of Directors has the following duties and<br />
authority:<br />
– strategic direction, organization and management of the Group<br />
– defining finance and accounting as well as financial planning and control<br />
– appointment and dismissal of the members of the Executive Committee and<br />
signatories<br />
– regular review of business operations<br />
– making decisions on issues that have not been reserved or transferred by law, the<br />
Articles of Incorporation or other regulations to another body<br />
– formulation and preparation of proposals to be put to the General Meeting.<br />
The Audit Committee comprises two (up to three) members of the Board of Directors,<br />
elected by the Board of Directors for a term of one year. The majority, including<br />
the Chairman, should be experienced in financial matters and accounting. The Board<br />
of Directors appoints the Chairman of the Audit Committee. The committee<br />
currently comprises Felix Thöni (Chairman) and Martin Wipfli. As a rule, the Chairman<br />
of the Board of Directors also attends its meetings. The Audit Committee<br />
meets as often as required, but as a rule three times a year. At the invitation of the<br />
chairman of the Audit Committee, the CFO of the <strong>Kardex</strong> Group and, if necessary,<br />
other employees from the finance function attend. The external auditors attend all<br />
meetings. In the year under review, the Audit Committee met on three occasions.<br />
These meetings generally lasted five hours.<br />
The duties and responsibilities of the Audit Committee are laid down in the<br />
Organizational By-Laws. The Audit Committee supports the Board of Directors in<br />
supervising finance and accounting. It is responsible for monitoring internal and<br />
external financial reporting by management as well as evaluating the effectiveness<br />
of the internal control system. The Audit Committee evaluates the performance,<br />
effectiveness and independence of the external auditors as well as that of internal<br />
auditing activities. The auditors’ fees and compatibility of external auditing<br />
activities with other advisory mandates are reviewed. Furthermore, the Audit Committee<br />
undertakes compliance checks. The Audit Committee reports to the full<br />
Board of Directors.<br />
30
3.5 Definition of areas of<br />
responsibility<br />
31<br />
The Compensation and Nomination Committee comprises two (up to three) members<br />
from the Board of Directors. The Compensation and Nomination Committee’s<br />
members currently comprise Walter Vogel (Chairman), Philipp Buhofer and Leo<br />
Steiner. The Compensation and Nomination Committee meets as often as required<br />
by business, but at least once a year. In 2011, the Compensation and Nomination<br />
Committee held three meetings, each of which lasted two hours.<br />
The duties and responsibilities of the Compensation and Nomination Committee are<br />
specified in the Organizational By-Laws. The Compensation and Nomination<br />
Committee supports and advises the Board of Directors on matters concerning the<br />
composition as well as the conditions of appointment and compensation of the<br />
members of the Board of Directors, members of the Executive Committee and other<br />
important positions in the Group. In particular, the Compensation and Nomination<br />
Committee proposes the basic criteria regarding performance-related payments with-<br />
in the Group.<br />
The <strong>Kardex</strong> AG Board of Directors is the supreme managerial and supervisory body<br />
of the holding company and the Group. It bears ultimate responsibility for managing,<br />
supervising and monitoring the <strong>Kardex</strong> Group’s management. In essence, it is<br />
responsible for decisions concerning corporate strategy and organizational structure<br />
as well as determining the corporate policy. The Board of Directors is responsible<br />
for appointing and dismissing members of the Executive Committee and<br />
defining finance and accounting, as well as approving long-term plans and annual<br />
as well as investment budgets. The Board of Directors delegates management<br />
of <strong>Kardex</strong> AG and the <strong>Kardex</strong> Group as a whole in full to the Executive Committee<br />
chaired by the Executive Chairman of the Board of Directors, unless otherwise<br />
specified by law, the Articles of Incorporation or Organizational By-Laws. The Board<br />
has also appointed a head for each division. The Executive Committee manages<br />
the <strong>Kardex</strong> Group on the basis of the strategy adopted by the Board of Directors. The<br />
duties and authority of the Executive Committee are laid down in the Organizational<br />
By-Laws.
3.6 Information and<br />
control instruments<br />
for monitoring the<br />
Management Board<br />
Corporate Governance<br />
The Executive Committee bears primary responsibility for developing the corporate<br />
strategy for adoption by the Board of Directors, for operational management of<br />
the company, its overall financial results and for implementation of the strategy and<br />
action plan adopted by the Board of Directors. The CFO is responsible for financial,<br />
tax and capital management and is accountable for the development and imple-<br />
mentation of the principles, regulations and limits of risk control. He is also<br />
responsible for creating transparency in respect of financial results and accountable<br />
for timely, high-quality financial reporting. Each head of division bears overall<br />
responsibility for his division and the management, results and risks thereof.<br />
Board of Directors<br />
The Board of Directors is informed about the course of business and important<br />
business events by the Executive Committee and CFO and sometimes by the<br />
Heads of Division at every Board meeting. This enables the Board to carry out its<br />
super visory duties regarding the Group’s strategic and operational progress.<br />
Other instruments that enable it to monitor and control the Executive Committee’s<br />
actions are:<br />
– monthly written reports from the Heads of Division featuring key figures with<br />
comparisons against the previous year and the budget together with a report on the<br />
business situation<br />
– periodic information concerning the revenue and results figures expected by the<br />
divisions<br />
– annual strategic analyses of the individual divisions, prepared by the Heads of<br />
Division, and of the Group as a whole, prepared by the Executive Committee,<br />
together with a plan, amended by the Executive Committee for the next few years<br />
– annual revision of the business risk matrix for the Group as a whole and individual<br />
divisions by the Executive Committee<br />
– special reports by the Executive Committee on important investments, acquisitions<br />
and cooperative agreements<br />
– briefing of the Board of Directors by the Executive Committee on significant<br />
developments.<br />
32
33<br />
Chairman of the Board of Directors<br />
The Chairman of the Board of Directors is at the same time the President of the<br />
Executive Committee, which meets at least once a month to discuss ongoing<br />
business operations.<br />
Audit Committee<br />
The Audit Committee reports as a rule three times a year to the Board of Directors<br />
on matters concerning finance and accounting, accounting standards, compliance<br />
(laws and processes), as well as internal and external audit. It also reviews the<br />
financial reporting processes.<br />
Function internal audit<br />
As a function within Group and Divisional Controlling, internal audit is integrated into<br />
the controlling processes of the divisions. The internal audit supports the various<br />
organizational units in reaching goals related to the maintenance and improvement<br />
of internal control systems. Following their reviews, the internal audit submits<br />
reports to the Audit Committee and reports actual or suspected irregularities to the<br />
Audit Committee.<br />
Measures based on the various reports submitted to these bodies are placed on the<br />
agenda for their meetings and handled in succession.
4.1 Members<br />
of the Executive<br />
Committee<br />
Corporate Governance<br />
4. Executive Committee<br />
The Executive Committee currently comprises six members. On 1 June it<br />
replaces former Management with CEO Jos De Vuyst. The management<br />
structure can be seen in Section 1.1.1 of this report on page 21.<br />
Philipp Buhofer<br />
Since 1 June 2011 President of the Executive Committee<br />
Member of the Board of Directors since 2004, term expires 2012<br />
Chairman of the Board of Directors since General Meeting 2011<br />
1959, Swiss citizen, HWV Horw/Lucerne<br />
Since 1997 independent entrepreneur<br />
1987 – 1997 EPA AG, since 1993 Member of the Executive Management<br />
1984 – 1987 Metro International, procurement<br />
Dr. Felix Thöni<br />
Since 1 June 2011 Vice President of the Executive Committee<br />
Member of the Board of Directors since 2011, term expires 2012<br />
Vice Chairman of the Board of Directors since General Meeting 2011<br />
1959, Swiss citizen, Dr. oec. HSG<br />
Since 2010 independent management consultant, Cham<br />
2003 – 2009 CFO Charles Vögele Group, Pfäffikon<br />
1992 – 2002 CFO Gavazzi Group, Steinhausen<br />
1988 – 1991 Area Controller, Schindler Management AG, Ebikon<br />
Gerhard Mahrle, CFO<br />
1957, Swiss citizen, lic. oec. HSG<br />
Since 1 April 2009 CFO of the <strong>Kardex</strong> Group<br />
2000 – 2009 CFO sia Abrasives Holding AG<br />
1998 – 2000 CFO Batigroup Holding AG<br />
1992 – 1998 CFO Eugster/Frismag Group<br />
1985 – 1992 Various senior positions in finance at the<br />
Galenica Group and the Hilti Group<br />
34
35<br />
Jens Fankhänel, Head of <strong>Kardex</strong> Remstar Division<br />
1965, German citizen<br />
Grad. electrical engineer/automation technologist, University of Chemnitz<br />
Since January 2011 Head of <strong>Kardex</strong> Remstar Division<br />
2008 – 2010 Managing Director WDS Region Europe 1 Swisslog AG Buchs<br />
2005 – 2008 Vice President & CEO Hub Central Europe Dematic GmbH & Co. KG<br />
Offenbach<br />
2002 – 2005 Managing Director Swisslog, Australia<br />
1994 – 2002 Senior Consultant/Director i+o GmbH, Heidelberg<br />
Jos De Vuyst, Head of <strong>Kardex</strong> Stow Division<br />
1963, Belgian citizen, grad. electrical engineer RU Gent,<br />
MBA Vlerick Management School<br />
Since 1 June 2011 Head of <strong>Kardex</strong> Stow Division<br />
January 2006 – May 2011 CEO of the <strong>Kardex</strong> Group (from April 2009 to December<br />
2010 also Head of <strong>Kardex</strong> Remstar Division)<br />
2005 COO of the <strong>Kardex</strong> Group<br />
2004 CEO of the Stow Division (static storage systems) and<br />
CEO Stow International nv<br />
2001 – 2003 General Manager of the Stow Division<br />
(static storage systems)<br />
1996 – 2003 General Manager of Stow International nv<br />
1989 – 1996 Financial Manager of Stow International nv<br />
Hans-Jürgen Heitzer, Head of <strong>Kardex</strong> Mlog Division<br />
1962, German citizen, grad. mechanical engineer,<br />
Aachen Technical University<br />
Since 1 September 2011 Head of <strong>Kardex</strong> Mlog Division<br />
2010 – 2011 Managing Director <strong>Kardex</strong> Mlog, Neuenstadt<br />
2002 – 2009 Managing Director Locanis AG, Unterföhring<br />
2000 – 2001 Division Manager Distribution and Project Management automatic high<br />
rack storages MAN Logistics, Heilbronn<br />
1996 – 2000 Division Manager Systems Mannesmann Dematic, South Africa<br />
1989 – 1996 Project management “Entire projects” Mannesmann Dematic, Offenbach
4.2 Other activities and<br />
interests<br />
4.3 Management contracts<br />
5.1 Guiding principles<br />
5.2 Method of determining<br />
compensation and<br />
shareholding programes<br />
Corporate Governance<br />
The members of the Executive Committee do not engage in any other relevant<br />
activities. There are no relevant interests. Other offices held by Philipp Buhofer and<br />
Felix Thöni are listed on page 27.<br />
<strong>Kardex</strong> AG and its subsidiaries have no management contracts with third parties.<br />
One member of the Executive Committees who is resident abroad has concluded<br />
formal advisory agreements with companies of the <strong>Kardex</strong> Group via companies<br />
which he controls. This company has no other stakeholders or employees and the<br />
business activities of this company is essentially confined to one person and one<br />
agreement with <strong>Kardex</strong> and this person does not operate for companies other than<br />
the <strong>Kardex</strong> Group. This contractual relationship constitutes a proper legal arrangement<br />
in the country concerned. Payments to this company are included in the<br />
amounts of compensation paid to the Executive Committee.<br />
5. Compensations, shareholdings and loans<br />
The success of the <strong>Kardex</strong> Group depends very much on the quality and commitment<br />
of its staff. The aim of our compensation policy is to attract and retain<br />
qualified staff. Performance-based compensation is intended to encourage entrepreneurial<br />
thinking and action. The most important principles are:<br />
– Remuneration should be performance-dependent and in line with the market<br />
– Decisions on remuneration should be transparent and comprehensible<br />
– Remuneration should be linked to the business success of the company<br />
– A balance of short-term and long-term remuneration should be assured.<br />
The Board of Directors has set up a Compensation and Nomination Committee<br />
consisting of three members of the Board of Directors.<br />
At the beginning of each period of office, the Compensation and Nomination<br />
Committee submits proposals to the Board of Directors concerning the nature and<br />
amount of the annual emoluments of the members of the Board of Directors<br />
and submits an annual proposal to the Board of Directors concerning the compensation<br />
for the Heads of Division and the CFO for approval. In consultation with<br />
the Board of Directors, the Compensation and Nomination Committee prepares<br />
targets for the Executive Committee, assesses the target attainment of the<br />
Executive Committee and submits a proposal to the Board of Directors concerning<br />
the variable compensation of the Heads of Division and the CFO.<br />
36
5.3 System of compensation<br />
37<br />
Once a year, at the request of the Compensation and Nomination Committee, the<br />
Board of Directors approves the fixed compensation for the individual members<br />
of the Board of Directors. The member concerned has a right of consultation. Once<br />
a year, at the request of the Compensation and Nomination Committee, the<br />
Board of Directors sets the fixed and variable compensation in the next year for the<br />
Heads of Division and the CFO, based on the objectives, and approves the remu-<br />
neration rules prepared by the President of the Executive Committee. Furthermore,<br />
at the request of the Compensation and Nomination Committee, the Board of<br />
Directors approves the variable compensation of the Heads of Division and the CFO,<br />
based on the attainment of the defined targets for the financial year which has<br />
ended. The members of the Executive Committees have no right of consultation in<br />
this connection.<br />
The Compensation and Nomination Committee did not consult external advisors.<br />
5.3.1 Board of Directors<br />
5.3.1.1 Members of the Board of Directors<br />
The members of the Board of Directors receive a fixed annual fee for their work, in<br />
particular for preparation of and participation in meetings and for their work in the<br />
committees. 70 to 80 % of the fixed fees for the members of the Board of Directors<br />
are paid in cash and the remaining 20 to 30 % must be drawn in <strong>Kardex</strong> stock at<br />
the discretion of each Board member. Shares thus obtained are priced 16 % lower than<br />
the average price of the month before allocation (normally June) and cannot be<br />
traded for a period of three years. The compensation is set by the Board of Directors<br />
according to the criteria of the responsibility assumed, the complexity of the task,<br />
the demands in terms of specialist expertise and personal qualities and the time ex-<br />
pected to be taken. Weighting of the criteria cited is discretionary. In setting<br />
compensation, the Board of Directors takes account of publicly accessible information<br />
from comparable Swiss industrial companies listed on the SIX Swiss Exchange<br />
which are of similar size and have international production and market organizations.<br />
5.3.1.2 Executive members of the Board of Directors<br />
Executive members of the Board of Directors receive a cash remuneration for their<br />
operational activities as members of the Executive Committees based on actual<br />
time spent. This applies to the Chairman and the Vice Chairman of the Board of<br />
Directors.<br />
5.3.2 Other members of the Executive Committee<br />
The other members of the Executive Committees (CFO and Heads of Division)<br />
receive remuneration consisting of fixed cash emoluments and variable performancerelated<br />
payments.<br />
The fixed cash emoluments consist of a monthly salary, a flat-rate expense<br />
allowance, payments in kind and additional benefits. In addition, a fixed contribution<br />
is paid into the pension scheme.
5.4 Remuneration for the<br />
year under review<br />
Corporate Governance<br />
The fixed basic salary is determined taking account of the tasks and responsibility<br />
assigned, the qualification and experience required and the market environment.<br />
Weighting of the criteria cited is discretionary. In addition, in setting the form and<br />
amount of the salary components, the Board of Directors takes account of publicly<br />
accessible information from comparable Swiss industrial companies listed on the SIX<br />
Swiss Exchange which are of similar size and have international production and<br />
market organizations.<br />
The variable performance-related remuneration is determined on the basis of the<br />
fulfilment of the individual performance targets and the business success of<br />
the company or division, based on the budget adopted by the Board of Directors.<br />
Depending on target attainment, the variable component amounts to up to 100 %<br />
of the fixed basic pay. At least 20 % and at most 100 % of the variable component is<br />
paid in shares at each individual member’s discretion. Shares are awarded at an<br />
amount 16 % lower than the prevailing average price for the preceding month (nor-<br />
mally February) and cannot be traded for a period of three years. At the begin-<br />
ning of the year, the Compensation and Nomination Committee proposes to the<br />
Board of Directors the individual performance targets for the Heads of Division<br />
and the CFO. After the end of the financial year, the Compensation and Nomination<br />
Committee will assess the fulfilment of these targets and criteria and, based on<br />
this, submit to the Board of Directors a proposal for the variable compensation. The<br />
variable compensation depends crucially on the result of the <strong>Kardex</strong> Group. For<br />
a Head of Division, the weighting of the variable component is 70 % for attainment<br />
of the budget targets of the division he is responsible for and 30 % for personal,<br />
qualitative and quantitative targets. For the CFO, the weighting of the variable component<br />
is 70 % for attainment of Group budget targets and 30 % for personal,<br />
qualitative and quantitative targets.<br />
The business success of the company and the divisions is measured on the basis of<br />
the following key financial indicators:<br />
– growth (net revenues)<br />
– operating result (EBIT)<br />
– operating free cash flow<br />
– development of net working capital<br />
5.3.3 Contracts of employment and special benefits<br />
There are no contracts of employment with periods of notice exceeding twelve<br />
months. Members of the Board of Directors or the Executive Committee are not<br />
entitled to any contractual severance compensation.<br />
The remuneration of the Board of Directors and the Executive Committee disclosed<br />
in the following includes the relevant remuneration for the year under review as<br />
a whole. The reported variable elements of remuneration relate to the reporting<br />
year which has ended. The variable emoluments are allocated and paid out<br />
according to the target attainment for the year under review described under 5.3.2,<br />
pages 37 to 38.<br />
38
39<br />
New members of the Board of Directors or the Executive Committee normally<br />
receive compensation from the month in which they assumed the relevant function.<br />
Departing members of the Board of Directors receive remuneration until the<br />
month of their departure. Departing members of the Executive Committee receive<br />
remuneration until the date of termination of the contract. The Heads of Division<br />
and the CFO, with one exception, are provided with a company car. All payments<br />
made to pension schemes are reported under pension expenses. Some members<br />
of the Executive Committee are also members of the Boards of Directors of subsidiaries<br />
of <strong>Kardex</strong> AG within the Group. No fees or compensation are paid for these<br />
activities.<br />
No collateral (sureties, guarantees, etc.) was granted to members of the Board of<br />
Directors or the Executive Committee during the year under review. Neither<br />
<strong>Kardex</strong> AG nor any other Group company waived any claim in relation to a member<br />
of the Board of Directors or the Executive Committee.<br />
During the year under review, the non-executive members of the Board of Directors<br />
and the Executive Committee members who are not on the Board of Directors did<br />
not receive any fees or remuneration for additional work performed for <strong>Kardex</strong> AG<br />
or any other Group company.<br />
In addition to the emolument received as members of the Board of Directors<br />
emolument, executive members of the Board of Directors receive a cash remuneration<br />
for their operational activities based on actual time spent.<br />
During the year under review the emoluments of the Board of Directors remained<br />
practically unchanged compared with the previous year. The increase in total<br />
emoluments is due to the remuneration of operational activities performed by the<br />
executive members of the Board of Directors.<br />
5.4.1 Members of the Board of Directors of <strong>Kardex</strong> AG<br />
In the year under review, the members of the Board of Directors received compensations<br />
totalling CHF 865 429. A proportion of CHF 119 750 of this amount was<br />
drawn in shares. A detailed list of the compensations including shareholdings and<br />
conversion rights of the members of the Board of Directors can be found in the<br />
notes to the financial statements of <strong>Kardex</strong> AG (Holding) under note 14 (Compensation<br />
and shareholdings), pages 91 to 93.<br />
5.4.2 Members of the Executive Committee of <strong>Kardex</strong> AG<br />
For the year under review, compensations totalling CHF 3 183 821 were paid to the<br />
members of the Executive Committee. During the 2011 reporting year, the variable<br />
component of the compensation for the members of the Executive Committee<br />
came to an average of 10.1 % (2010: 14.8 %) of total remuneration. The majority of<br />
quantitative targets were not met. The members of the Executive Committees<br />
received 25.8 % in the form of shares.<br />
A detailed list of the compensations including shareholdings and conversion rights<br />
of the members of the Executive Committee can be found in the notes to the<br />
financial statements of <strong>Kardex</strong> AG (Holding) under note 14 (Compensation and<br />
shareholdings), pages 91 to 93.
5.5 Loans<br />
6.1 Voting right restrictions<br />
and representation<br />
6.2 Statutory quorums<br />
Corporate Governance<br />
5.4.3 Previous members of governing and executive bodies<br />
During the year under review, Hans De Staercke, former Head of <strong>Kardex</strong> Stow<br />
Division and Stefan Seidl, former Head of <strong>Kardex</strong> Mlog Division, left the company.<br />
They received one-off payments totalling CHF 751 465. No further compensations<br />
were paid to members of governing or executive bodies who left in 2010 or earlier.<br />
5.4.4 Related parties<br />
During the year under review, no fees or other emoluments were paid to related<br />
parties to members of the Board of Directors or the Executive Committee for<br />
services performed for the <strong>Kardex</strong> Group or any of its subsidiaries.<br />
5.5.1 Current and previous members of governing and executive bodies<br />
No loans from <strong>Kardex</strong> AG or any other Group company were granted to current or<br />
previous members of governing or executive bodies and as of 31 December 2011<br />
there were no such loans outstanding.<br />
5.5.2 Related parties<br />
<strong>Kardex</strong> AG did not grant any loans to related parties to current or previous members<br />
of governing or executive bodies.<br />
6. Shareholders’ participation rights<br />
On 31 December 2011, there were 1512 shareholders entered in the share register.<br />
A majority of them had their registered office or domicile in Switzerland. Each<br />
<strong>Kardex</strong> AG registered share entitles the holder to one vote at the General Meeting.<br />
There are no voting right restrictions. Furthermore, any shareholder has the right<br />
to have his shares represented at the General Meeting by a proxy authorized in<br />
writing.<br />
Unless the law or Articles of Incorporation provide otherwise, the General Meeting<br />
passes its resolutions and conducts its elections by a majority of the valid voting<br />
rights represented.<br />
Should the initial round of election fail to achieve the necessary majority and are<br />
there more than one candidate for election, a second round is held in which<br />
a relative majority is required.<br />
<strong>Kardex</strong> AG’s Articles of Incorporation do not prescribe specific quorums other than<br />
those required by company law.<br />
40
6.3 Convocation<br />
of General Meetings<br />
6.4 Agenda<br />
6.5 Entries in the share<br />
register<br />
7.1 Obligation to make<br />
an offer<br />
7.2 Change-of-control<br />
clause<br />
41<br />
The General Meeting is called by the Board of Directors at least 20 days prior to<br />
the date of the meeting by way of a notice published in the company’s official<br />
publications. In addition, a letter may be sent to all shareholders registered in the<br />
share register.<br />
In addition to the meeting date, time and venue, the announcement must state the<br />
agenda and the resolutions proposed by the Board of Directors and shareholders<br />
who have requested a General Meeting or put forward an item for inclusion on the<br />
agenda.<br />
No resolution may be passed on items that have not been announced in this way,<br />
except for requests to convene an extraordinary General Meeting or carry out<br />
a special audit.<br />
Shareholders representing at least one-tenth of the share capital may request in<br />
writing that an extraordinary General Meeting be convened, setting forth the items<br />
and the proposals.<br />
Shareholders together representing shares with a par value of at least CHF 1 000 000<br />
may submit proposals and request in writing that items be added to the agenda.<br />
Such items must be submitted to the Board of Directors in writing at least 60 days<br />
before the General Meeting.<br />
Once invitations to the General Meeting have been dispatched, no entries are<br />
made in the share register until the day after the General Meeting.<br />
7. Changes of control and defence mechanisms<br />
In accordance with article 2, paragraph 4 of <strong>Kardex</strong> AG’s Articles of Incorporation,<br />
a purchaser of company shares is only obliged to make a public offer under the terms<br />
of article 32 (the statutory opting-up clause) of the Swiss Federal Act on Stock<br />
Exchanges and Securities Trading (SESTA) if his holding exceeds 49 % of the company’s<br />
voting stock.<br />
There are no change-of-control clauses.
8.1 Duration of the mandate<br />
and term of office of<br />
the auditor in charge<br />
8.2 Audit fees<br />
8.3 Additional fees<br />
8.4 Information tools of<br />
the external auditors<br />
Corporate Governance<br />
8. Auditors<br />
8.1.1 Time of assumption of existing audit mandate<br />
The auditors are elected by the General Meeting for a period of one year. KPMG<br />
Ltd, Zurich, have been <strong>Kardex</strong> AG’s statutory auditors since 2006.<br />
8.1.2 Time of assumption of office by the auditor in charge of the existing<br />
auditing mandate<br />
The auditor in charge, Thomas Schmid, has been responsible for the mandate since<br />
the General Meeting on 21 April 2009. As a rule, the auditor in charge rotates every<br />
seven years.<br />
In 2011, KPMG provided audit services to the value of CHF 797 000 (2010:<br />
CHF 801 000). The amount in the year under review also includes the review for<br />
the half-year financial statements (CHF 140 000).<br />
KPMG was also paid fees totalling CHF 749 000 (2010: CHF 221 000) for non-audit-<br />
related services. The entire amount was for tax advice (compliance and restruc-<br />
turing in the UK and USA), advice in connection with the capital increase and the<br />
switch to Swiss GAAP FER accounting standards, as well as for legal advice.<br />
No advisory services in connection with acquisitions were rendered.<br />
The Audit Committee verifies the licencing, independence and performance of the<br />
auditors on behalf of the Board of Directors and proposes the appointment and,<br />
where necessary, discharge of auditors to be appointed or discharged by the General<br />
Meeting. The Audit Committee monitors the auditing of the annual financial<br />
statements of <strong>Kardex</strong> AG and the consolidated financial statements by the auditors.<br />
As part of their audit services, the statutory auditors provide the Audit Com-<br />
mittee with regular written and verbal feedback on their findings and suggestions<br />
for improvement and on the internal control system. These are summarized in<br />
a comprehensive report by the auditors to the Board of Directors (also containing<br />
the management letter) which goes to the full Board of Directors. The Audit<br />
Committee also meets the external auditors at least three times a year to determine<br />
the audit scope and the criteria for the annual approval of the fees. It also ensures<br />
compliance with the mandatory rotation of the auditor in charge. The Audit<br />
Committee also reviews the amount of the fees and their composition, broken<br />
down into audit services and non-audit-related services. The Board of Directors is<br />
informed via the Audit Committee.<br />
42
43<br />
9. Information policy<br />
<strong>Kardex</strong> AG is committed to an open information policy and provides shareholders,<br />
the capital market, employees and all stakeholders with open, transparent and<br />
timely information. The information policy also accords with the requirements of<br />
the Swiss stock exchange (SIX Swiss Exchange) as well as the relevant statutory<br />
requirements. As a company listed on the SIX Swiss Exchange, it also publishes<br />
information relevant to its stock price in accordance with article 53 of the Listing<br />
Rules (ad hoc publicity).<br />
The Group publishes a report on its activities on a half year basis in March and<br />
August. All publications are available in electronic form; the <strong>Annual</strong> <strong>Report</strong> is also<br />
available in printed form. The Interim <strong>Report</strong> is published on the Company’s<br />
website and printed on request. Press releases are additionally issued on a regular<br />
basis. <strong>Kardex</strong> maintains a dialogue with investors, analysts and the media at<br />
special events and road shows.<br />
The annual media and analysts’ meeting, as well as the General Meeting, are held<br />
in Zurich, Switzerland.<br />
Information is sent by e-mail to the SIX Swiss Exchange, to the Swiss Commercial<br />
Gazette (the Company’s official publication) and other relevant national<br />
business publications. It is also published simultaneously on the Group website<br />
at www.kardex.com. In addition, interested parties who have registered at http://<br />
www.kardex.com/nc/en/investor-relations/email-service-contact/informationservice-subscription.html<br />
can receive the requested information by e-mail.<br />
The President of the Executive Committee bears primary responsibility for corporate<br />
communication. Execution and coordination are the responsibility of the CFO,<br />
who is also responsible for external corporate communication and investor relations.<br />
The Company’s official publication is the Swiss Commercial Gazette. Information<br />
published in connection with the maintenance of registered share listings on the<br />
SIX Swiss Exchange complies with the SIX Swiss Exchange’s listing rules. These<br />
can be found on www.six-swiss-exchange.com. The website www.kardex.com<br />
provides up-to-date information about the Group, products and contact information.<br />
Calendar of events for Investor Relations<br />
2012 Media and analysts’ conference 29 March 2012<br />
2012 <strong>Annual</strong> General Meeting 24 April 2012<br />
2012 Interim <strong>Report</strong> 23 August 2012<br />
2013 <strong>Annual</strong> General Meeting 25 April 2013
45<br />
100 000<br />
100 000 <strong>Kardex</strong> Remstar systems are in<br />
operation worldwide. The smooth running<br />
of an ever-growing number of these<br />
systems is technically monitored by<br />
remote control and assured 24/7 thanks<br />
to extensive service provision.
47<br />
48<br />
49<br />
50<br />
51<br />
52<br />
52<br />
52<br />
62<br />
82<br />
Financial reporting<br />
<strong>Kardex</strong> Group<br />
Consolidated income statement<br />
Consolidated balance sheet<br />
Consolidated cash flow statement<br />
Consolidated statement of changes in equity<br />
Notes to the consolidated financial statements<br />
General information<br />
Significant accounting policies<br />
Notes to the consolidated financial statements<br />
<strong>Report</strong> of the statutory auditor on the consolidated financial statements
Financial reporting <strong>Kardex</strong> Group<br />
Consolidated income<br />
statement<br />
EUR millions Notes 2011<br />
Proportion<br />
(%) 2010<br />
Proportion<br />
(%)<br />
Net revenues 459.2 100.0 % 355.9 100.0 %<br />
Cost of goods sold and services provided – 361.3 – 78.7 % – 277.3 – 77.9 %<br />
Gross profit 97.9 21.3 % 78.6 22.1 %<br />
Marketing and sales expenses – 55.2 – 12.0 % – 52.4 – 14.7 %<br />
Administrative expenses – 29.1 – 6.3 % – 25.4 – 7.1 %<br />
Development expenses – 5.2 – 1.1 % – 5.4 – 1.5 %<br />
Other operating income 5 4.5 1.0 % 4.6 1.3 %<br />
Other operating expenses 5 – 2.5 – 0.5 % – 2.2 – 0.6 %<br />
Operating result (EBIT) 10.4 2.3 % – 2.2 – 0.6 %<br />
Financial result, net 7 – 6.4 – 1.4 % – 6.1 – 1.7 %<br />
Result for the period before tax 4.0 0.9 % – 8.3 – 2.3 %<br />
Income tax expense 8 – 1.0 – 0.2 % – 0.8 – 0.2 %<br />
Result for the period 3.0 0.7 % – 9.1 – 2.6 %<br />
Result per share for the period, <strong>Kardex</strong> AG:<br />
– basic/diluted (EUR) 1 17 0.48 – 1.62<br />
1 No dilutive effect occurred in 2011 and 2010, the diluted result per share for the period is the same as the basic result per share for the<br />
period.<br />
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
Consolidated<br />
balance sheet<br />
EUR millions Notes 31.12.2011 31.12.2010<br />
Property, plant and equipment 9 57.3 62.7<br />
Intangible assets 9 5.5 6.3<br />
Financial assets 11 7.3 7.0<br />
Non-current assets 70.1 76.0<br />
Inventories, work in progress 12 41.4 30.2<br />
Trade accounts receivable 13 91.3 73.7<br />
Other receivables 14 9.9 11.9<br />
Prepaid expenses 2.9 2.8<br />
Financial assets 11 – 10.0<br />
Cash and cash equivalents 15 36.9 42.8<br />
Current assets 182.4 171.4<br />
Assets 252.5 247.4<br />
Share capital 16 59.9 39.4<br />
Capital reserves 84.2 79.3<br />
Retained earnings incl. translation differences – 79.5 – 82.0<br />
Treasury shares 16 – 0.1 – 0.6<br />
Equity 64.5 36.1<br />
Non-current financial liabilities 18 41.9 34.8<br />
Non-current provisions 20 21.1 21.5<br />
Non-current liabilities 63.0 56.3<br />
Trade accounts payable 55.7 52.5<br />
Current financial liabilities 18 10.6 50.6<br />
Current provisions 20 6.4 7.2<br />
Accruals 27.2 20.4<br />
Other current liabilities 21 25.1 24.3<br />
Current liabilities 125.0 155.0<br />
Liabilities 188.0 211.3<br />
Equity and liabilities 252.5 247.4<br />
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
Financial reporting <strong>Kardex</strong> Group<br />
Consolidated<br />
cash flow statement<br />
EUR millions Notes 2011 2010<br />
Result for the period 3.0 – 9.1<br />
Depreciation on property, plant and equipment<br />
and amortization on intangible assets 9 10.3 10.5<br />
Impairment of assets 9 0.8 –<br />
Changes in pension assets, provisions and pension liabilities 2.1 – 2.1<br />
Other non-cash items – 1.2<br />
Cash flow before change in net current assets 16.2 0.5<br />
Change in trade receivables – 17.4 – 1.8<br />
Change in inventories – 11.0 3.4<br />
Change in other receivables, prepaid expenses and accrued income – 1.0 – 1.7<br />
Change in trade payables 3.1 – 1.0<br />
Change in other liabilities, accrued expenses and deferred income 6.7 10.8<br />
Net cash flow from operating activities – 3.4 10.2<br />
Purchase of property, plant and equipment – 4.2 – 5.4<br />
Sale of property, plant and equipment 0.2 0.1<br />
Purchase of intangible and financial assets – 0.7 – 3.9<br />
Sale of intangible and financial assets 0.3 1.8<br />
Government grants 9 – 1.2<br />
Acquisition of companies, less purchased cash and cash equivalents1 – – 22.8<br />
Net cash flow used in investing activities – 4.4 – 29.0<br />
Free cash flow – 7.8 – 18.8<br />
Disposal of treasury shares 0.2 0.2<br />
Repayment of convertible bond – 40.7 –<br />
Currency swap on convertible bond 10.0 –<br />
Changes in short-term financial liabilities – 1.3 11.1<br />
Changes in long-term financial liabilities 8.7 22.3<br />
Capital increase 25.4 –<br />
Net cash flow used in financing activities 2.3 33.6<br />
Effect of foreign currency translation differences on cash and cash equivalents – 0.4 1.2<br />
Net change in cash and cash equivalents – 5.9 16.0<br />
Cash and cash equivalents at 1 January 15 42.8 26.8<br />
Cash and cash equivalents at 31 December 15 36.9 42.8<br />
Net change in cash and cash equivalents, Group – 5.9 16.0<br />
1 2010: Acquisition of Mlog Logistics GmbH, Neuenstadt am Kocher, Germany.<br />
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
EUR millions Notes<br />
Consolidated statement<br />
of changes in equity<br />
Share<br />
Capital<br />
Capital<br />
reserves<br />
Retained<br />
earnings<br />
Hedging<br />
reserves<br />
Exchange<br />
rate dif-<br />
ferences<br />
Total<br />
reserves<br />
Treasury<br />
shares 4 Equity<br />
Opening balance 1 January 2010 IFRS 39.4 79.3 – 16.6 – – 2.1 60.6 – 1.9 98.1<br />
Change from IFRS to FER – 34.4 – – 34.4 – 34.4<br />
Opening balance 1 January 2010 FER 39.4 79.3 – 51.0 – – 2.1 26.2 – 1.9 63.7<br />
Result for the period – 9.1 – 9.1 – 9.1<br />
Acquisition Mlog – 22.6 – 0.2 – 22.8 – 22.8<br />
Foreign currency translation differences1 0.1 2.9 3.0 3.0<br />
Hedging transaction 0.4 0.4 0.4<br />
Disposal of treasury shares2 19 – 0.4 – 0.4 1.3 0.9<br />
Closing balance 31 December 2010 FER 39.4 79.3 – 83.0 0.4 0.6 – 2.7 – 0.6 36.1<br />
Opening balance 1 January 2011 FER 39.4 79.3 – 83.0 0.4 0.6 – 2.7 – 0.6 36.1<br />
Result for the period 3.0 3.0 3.0<br />
Foreign currency translation differences1 – 0.2 0.2 0.2<br />
Hedging transaction – 0.4 – 0.4 – 0.4<br />
Disposal of treasury shares2 19 – 0.3 – 0.3 0.5 0.2<br />
Capital increase3 19 20.5 4.9 4.9 25.4<br />
Closing balance 31 December 2011 FER 59.9 84.2 – 80.3 – 0.8 4.7 – 0.1 64.5<br />
1 This item also includes the exchange rate differences arising from net investments in foreign operations less deferred tax.<br />
2 As part of share-based remuneration, treasury shares were allocated in the amount of EUR 0.5 million (2010: EUR 0.2 million).<br />
As part of the acquisition of Mlog Logistics GmbH (as per 1 May 2010), 31 777 treasury shares were allocated to the vendor in the<br />
amount of EUR 0.7 million. The treasury shares have been disposed at an average share price of CHF 49.53 of total EUR 1.1 million.<br />
3 On 2 September 2011, the Board of Directors of <strong>Kardex</strong> AG increased the share capital (see note 3 of the financial reporting of <strong>Kardex</strong> AG<br />
(Holding)).<br />
4 Number of treasury shares held as of 31 December 2011: 3149 (31 December 2010: 15 364).
1. General information<br />
2. Significant accounting policies<br />
Changes in accounting<br />
policies<br />
Notes to the consolidated financial statements<br />
Notes to the consolidated<br />
financial statements<br />
The consolidated financial statements of the <strong>Kardex</strong> Group include <strong>Kardex</strong> AG<br />
and its subsidiaries (referred to collectively as the “Group”). <strong>Kardex</strong> AG is the Group’s<br />
parent company, a limited company under Swiss law, which is registered and<br />
domiciled in Zurich, Switzerland. <strong>Kardex</strong> AG is listed on the SIX Swiss Exchange.<br />
The Group’s consolidated financial statements were prepared in compliance with<br />
the provisions of Swiss company law and are in accordance with Swiss GAAP FER<br />
in their entirety.<br />
International Financial <strong>Report</strong>ing Standards (IFRS) were applied in the years<br />
from 2005 until 2010. Owing to the increasing complexity of the IFRS provisions,<br />
constant amendments, and therefore the amount of work and cost involved<br />
in reporting, the Group decided to convert its consolidated financial accounting to<br />
FER. For the 2011 financial year (reporting period), the Group’s financial state -<br />
ments are published in accordance with FER for the first time. As part of the conversion,<br />
an opening balance sheet was prepared as at 1 January 2010 (date of<br />
conversion). The 2010 financial statements (comparative period), which were presented<br />
in accordance with IFRS, have been converted to the new accounting<br />
policies. The main adjustments resulting from the conversion concern the following:<br />
A) Goodwill: Under IFRS, goodwill acquired in the course of a business combination<br />
was stated as an intangible asset with no scheduled amortization and<br />
tested at least yearly for impairment. Under FER, the Group exercises its right<br />
to offset the goodwill arising from an acquisition directly against retained<br />
earnings. Following the introduction of FER, the goodwill of EUR 30.6 million<br />
as at 1 January 2010 was recognized within retained earnings. In addition,<br />
the goodwill arising from the acquisition of Mlog Logistics GmbH (Mlog) of<br />
EUR 26.8 million as at 1 May 2010 was recognized in equity.
B) Intangible assets identified in the context of business combinations: In the case<br />
of business combinations, IFRS 3 requires an analysis of identifiable but<br />
unrecognized intangible assets of the business acquired. Where such intangible<br />
assets meet specific criteria, they are required to be recorded separately<br />
from goodwill under IFRS. There is no equivalent provision under FER. Trademarks,<br />
customer relationships and technologies acquired in previous years<br />
in the course of business combinations and separated from goodwill were therefore<br />
recognized in equity with retroactive effect in the same way as goodwill.<br />
This applies in particular to the acquired trademark rights, customer relationships<br />
and technologies of Mlog of EUR 13.7 million in 2010, Element Storage Systems<br />
AS of EUR 1.4 million in 2009, <strong>Kardex</strong> Systems Inc. of EUR 1.0 million in<br />
2008, Leader Systèmes SA of EUR 0.6 million in 2007 and Ritschka GmbH of<br />
EUR 0.2 million in 2008.<br />
C) Employee pension plans: Under FER, there is no sub-division of employee pen-<br />
sion plans into defined contribution or defined benefit plans. FER 16 requires<br />
that an employee benefit obligation be recognized if an entity has an economic<br />
obligation as defined in FER 23 “Provisions”, for contribution to the correction<br />
of an underfunded pension plan. A pension asset exists where an entity is able<br />
to benefit from a pension plan in surplus. The pension plan’s financial position<br />
is relevant to the measurement of pension assets and pension liabilities. In the<br />
case of Swiss pension plans, the financial statements prepared in accordance<br />
with FER 26 “Accounting of pension plans” constitute the basis. It is not mandatory<br />
for an available surplus to be recognized as a pension asset. In all cases,<br />
however, employer contribution reserves or comparable items that can be used<br />
for future contributions must be capitalized. The same principles are applied<br />
in the case of foreign pension plans.<br />
D) Financial instruments: Under FER, financial assets and liabilities previously<br />
stated under IFRS at amortized cost are generally stated at nominal value. Exceptions<br />
include the debt component of the convertible bond and certain<br />
derivatives, which are measured via amortized cost or in principle at fair value.<br />
E) Deferred tax assets: Deferred tax assets on temporary differences and loss<br />
carryforwards may only be capitalized if it is probable that they can be realized<br />
in future through sufficient profit. There is no explicit, mandatory capital -<br />
ization. The Group has decided to waive the capitalization of deferred tax assets<br />
from loss carryforwards. An amount of EUR 5.1 million was therefore offset<br />
against equity as at 1 January 2010.<br />
F) Gains from the sale of treasury shares: These are booked to capital reserves<br />
under FER and to retained earnings under IFRS. This has no impact on the level<br />
of equity.
Reconciliation IFRS to FER<br />
Notes to the consolidated financial statements<br />
The effects of the aforementioned adjustments on consolidated equity and the<br />
consolidated income statement are summarized below:<br />
EUR millions 01.01.2010 31.12.2010 2010<br />
Equity (IFRS) 98.1 92.6<br />
Restatement of goodwill – 30.6 – 43.9<br />
Restatement of intangible assets from business combinations – 2.7 – 13.7<br />
Restatement of pension plan obligations 1.1 4.0<br />
Restatement of financial instruments 0.3 0.3<br />
Restatement of deferred tax assets – 2.5 – 3.2<br />
Equity (FER) 63.7 36.1<br />
Result for the period (IFRS) – 9.8<br />
Restatement of pension plan expenses 1.2<br />
Restatement amortization of intangible assets from business combinations 2.9<br />
Restatement of deferred tax income – 3.4<br />
Result for the period (FER) – 9.1<br />
Basis of preparation<br />
Principles of consolidation<br />
Foreign currency translation<br />
Consolidation is based on the individual Group companies’ audited financial<br />
statements, prepared on a consistent basis. Balance sheet date for all Group companies<br />
is 31 December. The consolidated financial statements are prepared on<br />
a historical cost basis with the exception of derivative financial instruments, which<br />
are stated at fair value.<br />
The consolidated financial statements include <strong>Kardex</strong> AG as well as all domestic<br />
and foreign subsidiaries in which <strong>Kardex</strong> AG holds a direct or indirect ownership.<br />
Acquisitions are accounted for using the Anglo-Saxon purchase method. All subsidiaries<br />
in which the Group holds more than 50 % of the voting stock or is able to<br />
exercise a controlling influence on the Company’s operating or financial policies are<br />
accounted for using the full consolidation method, which incorporates assets<br />
and liabilities as well as revenues and expenses in their entirety. Minority interests<br />
in equity and net result are stated separately. Companies acquired or sold are<br />
included in the consolidated financial statements from the date of acquisition or until<br />
the date of sale. Intra-Group balances, transactions and profits not realized<br />
through third parties are eliminated in the consolidation process. <strong>Kardex</strong> AG currently<br />
has no investments in associated companies nor is it participating in joint<br />
ventures.<br />
Group currency<br />
The consolidated financial statements are presented in million euros.<br />
Foreign currency transactions<br />
Foreign currency transactions are translated using the exchange rates prevailing at<br />
the dates of the transactions. Gains and losses resulting from transactions in<br />
foreign currencies and adjustments of foreign-currency items as at the balance<br />
sheet date are recognized in the income statement.
Derivative financial<br />
instruments and<br />
hedging transactions<br />
Financial statements of subsidiaries in foreign currency<br />
The assets and liabilities of subsidiaries whose financial statements are prepared<br />
in currencies other than the euro are converted for consolidation purposes as<br />
follows:<br />
– Assets and liabilities are translated on balance sheet date at the exchange rate<br />
prevailing on that date.<br />
– Revenues and expenses as well as cash flows are translated at the average<br />
exchange rate.<br />
– Equity is translated at historical rates.<br />
All resulting translation differences are shown separately under equity (cumulative<br />
translation differences). If a subsidiary is sold, its cumulative translation differences<br />
are included in the income statement as a part of the profit or loss arising<br />
from the sale.<br />
Foreign currency impacts on long-term intra-Group loans with equity characteristics<br />
are recognized in equity.<br />
The Group uses derivative financial instruments exclusively to hedge its exposure<br />
to foreign exchange and interest rate risks arising from operational, financing<br />
and investment activities. Futures are measured at market value at the time of<br />
initial recognition; the premium on options purchased is capitalized. A derivative<br />
is eliminated as soon as the end of the term has been reached or as soon as there<br />
is no further claim to future payments following disposal or default by the<br />
counterparty.<br />
Subsequent measurement of derivative financial instruments depends on the<br />
reason for holding the instruments. Derivatives held for trading are stated at fair<br />
value and changes in fair value recognized in the income statement. Derivative<br />
financial instruments for the hedging of assets and liabilities can also be measured<br />
at fair value or in accordance with the same valuation principle as the hedged<br />
item. If the hedged item is measured at fair value, the derivative financial instrument<br />
is also measured at fair value. If the lower of cost or market is applied to<br />
the hedged item, a loss in value on the hedged item need not to be recognized if,<br />
based on the application of lower of cost or market, no increase in value is<br />
possible on the hedged item. The changes in value are recognized in the income<br />
statement, i. e. in the same way as the hedged item. The gain on the derivative<br />
is neutralized by the gain on the hedged item.<br />
Changes in the value of derivatives that are classed as hedging instruments for<br />
future cash flows can be recognized in equity and do not affect the income<br />
statement provided there is a high probability that the future cash flows will take<br />
place. Unrealized gains and losses are eliminated from equity as soon as the<br />
hedged transaction occurs.
Property, plant<br />
and equipment<br />
Intangible assets<br />
Notes to the consolidated financial statements<br />
Owned assets<br />
Items of property, plant and equipment are stated at acquisition or construction<br />
cost less accumulated depreciation and impairment losses. Acquisition and<br />
construction cost includes all expenses directly attributable to the acquisition and<br />
necessary to bring the asset to working condition for its intended use. Interest<br />
expenses during the construction phase of property, plant and equipment are not<br />
capitalized.<br />
Leased assets<br />
Leasing agreements under which the Group company essentially assumes all the<br />
risks and rewards associated with the acquisition are treated as finance leases.<br />
These assets are stated at an amount equal to the lower of cost of acquisition/net<br />
fair value or present value of the future lease payments at the start of the<br />
agreement, less accumulated depreciation and impairment loss. Obligations<br />
arising from finance leasing are recognized as liabilities.<br />
Subsequent costs<br />
Major renovation or modernization work, as well as expenses that significantly increase<br />
fair value or value in use, and expenditure that extends the estimated<br />
useful life of property, plant and equipment, are capitalized. Repairs and maintenance<br />
costs are recognized directly under operating expenses.<br />
Depreciation<br />
Depreciation is charged to the income statement on a straight-line basis over the<br />
following estimated useful lives:<br />
Buildings 25 to 50 years<br />
Machinery and production tools 4 to 10 years<br />
Equipment and vehicles 6 to 12 years<br />
Information technology (hardware) 3 years<br />
Depreciation of an item of property, plant or equipment begins when actual<br />
operational use commences. Property, plant and equipment under construction is<br />
not depreciated, but is regularly assessed for indication of a need to take im -<br />
pairment charges.<br />
Depreciation expenses are included in “Cost of goods sold and services provided”,<br />
“Marketing and sales expenses”, “Administrative expenses” and “Development<br />
expenses”.<br />
The residual value and the useful economic life of the property, plant and equipment<br />
are reviewed annually and adjusted where necessary. Profits and losses<br />
arising from the sale of property, plant and equipment are recognized in the income<br />
statement.<br />
Goodwill<br />
Goodwill, the difference between the cost of acquisitions and the fair value of the<br />
net assets acquired, results from the purchase of subsidiaries. Any goodwill that<br />
arises is offset against equity (retained earnings) at the time of acquisition. In case<br />
of the disposal of a subsidiary, acquired goodwill offset against equity at an<br />
earlier date is stated at original cost to determine the profit or loss recognized in<br />
the income statement.
Financial assets<br />
Impairment of assets<br />
The effects of a theoretical capitalization of goodwill with scheduled depreciation<br />
and any value adjustment to balance sheet and income statement during a useful<br />
life of five years are disclosed in the notes.<br />
Internally generated intangible assets<br />
Expenditure on development activities related to new technologies or know-how<br />
is recognized in the income statement in the period in which it is incurred. Capitalized<br />
development costs prior to conversion to FER are depreciated over the<br />
remaining useful life.<br />
Acquired intangible assets<br />
Acquired intangible assets are capitalized where they will generate measurable<br />
benefits for the Group over several years.<br />
Acquired intangible assets are stated at cost of production or acquisition less<br />
accumulated depreciation and impairment loss.<br />
Subsequent costs<br />
Subsequent expenditure on existing intangible assets is capitalized only when it<br />
increases the future economic benefits of the assets concerned to at least the<br />
same extent. All other expenditure is expensed at the time incurred.<br />
Amortization<br />
Amortization of intangible assets is charged to the income statement on a straightline<br />
basis over their estimated useful lives. Amortization of intangible assets<br />
begins at the date they are available for use. The estimated useful lives are as<br />
follows:<br />
Capitalized development costs 3 years<br />
Licences and patents 5 years<br />
Trademark rights 5 years<br />
Capitalized software 5 years<br />
Other intangible assets 5 years<br />
Amortization is included in “Cost of goods sold and services provided”, “Marketing<br />
and sales expenses”, “Administrative expenses” and “Development expenses”.<br />
The residual value and the useful economic life of the intangible assets are<br />
reviewed annually and adjusted where necessary. Profits and losses arising from<br />
the sale of intangible assets are recognized in the income statement.<br />
Financial assets are normally measured at acquisition cost less any impairments.<br />
Property, plant and equipment and other non-current assets are tested as at each<br />
balance sheet date to determine whether any events or changes in circumstances<br />
have occurred that might indicate an impairment. Where such indications exist, an<br />
impairment test is conducted. If the carrying amount of the asset exceeds the<br />
recoverable amount, an impairment loss is recognized.
Trade accounts receivable<br />
and other current assets<br />
Inventories<br />
Construction contracts<br />
Cash and cash equivalents<br />
Notes to the consolidated financial statements<br />
The recoverable amount is the higher of net fair value and value in use of the<br />
asset. The recoverable amount is normally determined for each asset. If the asset<br />
in question does not generate any separate cash flows, the smallest possible<br />
group of assets that generate separate cash flows is taken. Where the impairment<br />
exceeds the residual carrying amount, a provision amounting to the remaining<br />
difference is made.<br />
On each balance sheet date, impairments recorded are checked to establish<br />
whether the reasons that led to the impairment still apply to the same extent. If<br />
the reasons for an impairment no longer apply, the value will be reinstated up<br />
to a maximum of the carrying amount as adjusted according to scheduled depreciations.<br />
The reverse booking is recognized in the income statement.<br />
Accounts receivable are stated at nominal value less any impairments.<br />
The value adjustment consists of individual allowances for specifically identified<br />
positions for which there are objective indications that the outstanding amount<br />
will not be received in full and of lump-sum allowances for groups of receivables<br />
with similar risk profiles. The lump-sum allowances cover losses which have<br />
occurred, but are not yet known. The lump-sum allowances are based on historical<br />
data relating to receivables loss statistics.<br />
Inventories are stated at the lower of acquisition/production cost or net fair value.<br />
Net fair value is defined as the value of the sales proceeds less costs of produc-<br />
tion, sale and administration incurred until the time of sale. Inventories are valued<br />
on a weighted-average basis. The acquisition and production cost also includes<br />
the cost of purchase and transport of inventories. In the case of inventories manufactured<br />
by the Group, production costs also include an appropriate share of<br />
overhead. Discounts are treated as financial income. Adjustments are made for<br />
items lacking marketability and for slow-moving items.<br />
Provided contractual performance by the customer is highly probable and income<br />
and expenses arising from long-term construction contracts can be reliably<br />
estimated, the resulting revenues are reported using the percentage-of-completion<br />
method: the revenues and expenses are recognized in the income statement<br />
proportionately to the stage of completion. The stage of completion is determined<br />
using the cost-to-cost method, i.e. by calculating the ratio between the project<br />
costs incurred to date and the estimated overall costs of the project. Expected<br />
losses from construction contracts are immediately recognized in the income<br />
statement.<br />
Cash and cash equivalents comprise cash balances, postal and bank account<br />
balances and other liquid investments with a maximum total maturity of three<br />
months from the balance sheet date.
Repurchase of treasury<br />
shares<br />
Dividend<br />
Liabilities<br />
If the Group repurchases its own shares, the payments, including directly related<br />
costs, are deducted from equity. Any gains or losses arising from transactions<br />
with treasury shares are recognized in equity.<br />
Dividends are recognized as a liability in the period in which they are approved.<br />
Liabilities are normally shown at their nominal value.<br />
Convertible bond<br />
When convertible bonds are issued, the individual components of this financial instrument<br />
(bond and conversion right) are recognized separately. The bond (without<br />
conversion right) is reported as a financial liability and its fair value is calculated<br />
on the basis of comparable standard market interest rates for non-convertible<br />
bonds. This component of the convertible bond is assessed by applying the effective<br />
interest rate method to the amortized cost until the conversion rights or the<br />
bonds mature, and appears in the balance sheet as a non-current liability up to one<br />
year before maturity and as a current liability within one year to maturity, i. e.<br />
the difference between the original debt component and the nominal amount is<br />
amortized over the bond’s contractual term to maturity and is treated as a financial<br />
expense together with the interest payments. In principle, the conversion right<br />
represents an equity component which is stated on the balance sheet as part<br />
of equity. However, when a convertible bond is issued in a currency other than the<br />
functional currency of <strong>Kardex</strong> AG, the conversion right represents a liability<br />
component and has to be recognized on the balance sheet as a financial liability<br />
accordingly.<br />
At the time when the convertible bond is issued, the market value of the conversion<br />
right, which is carried as an embedded derivative and is recognized at fair value<br />
over the whole term to maturity, is calculated using a trinomial model. With the<br />
trinomial model, several (three in the case of the trinomial model) possibilities<br />
are assumed for the share price performance in each (finite) time period and each<br />
possibility is assigned a probability. In this way, the trinomial model takes account<br />
of a large number of theoretically possible scenarios.<br />
Since the convertible bond issued by the Group on 29 June 2007 was not issued in<br />
<strong>Kardex</strong> AG’s functional currency, both the bond and the conversion right had to<br />
be recognized as liabilities. The conversion right, including soft call (see below), was<br />
carried separately as an embedded derivative at fair value; fluctuations in fair<br />
value were recognized in the income statement. The bond (excluding the conversion<br />
right) was carried at the present value of the redemption amount using the<br />
effective interest rate method over the term of the bond and recognized in the income<br />
statement. If the conversion right is exercised, the proportional derivative<br />
obligation is reclassified in equity. If the conversion right is not exercised, or if the<br />
intrinsic value of the conversion right is zero, the derivative obligation is amortized<br />
on an ongoing basis through the income statement based on the declining<br />
current value over the term of the bond. The denomination of the convertible bond<br />
in Swiss francs gives rise to both cash flow risk and translation risk for the Group.<br />
These risks have been fully hedged with an interest rate and currency swap with<br />
initial and final trade at the same exchange rate.
Employee benefits<br />
Provisions<br />
Notes to the consolidated financial statements<br />
In addition to the conversion right, a soft call was also a component of the financial<br />
liability. Starting from 29 June 2010 at the earliest, this allowed the Group to<br />
recall the convertible bond if the market price of its shares is 30 % higher than the<br />
strike price for 20 days. This soft call represented a call option which can be<br />
exercised at a future date, which means that at the time when the convertible bond<br />
was issued the soft call had only a time value and no intrinsic value.<br />
The convertible bond was repaid to bondholders on schedule on 29 June 2011. No<br />
currency loss was incurred as the currency risk against the EUR had been<br />
hedged. From the hedging transaction, EUR 0.4 million from shareholders’ equity<br />
was reclassified as financial income of the income statement.<br />
Pension plans<br />
There are several employee pension plans within the Group, each of which complies<br />
with legal requirements for the country in question. A majority of employees<br />
are insured against retirement, death and disability, whether through a defined<br />
benefit or defined contribution plan. These plans are funded by contributions from<br />
employees and employers.<br />
Actual economic impacts of employee pension plans on the Group are calculated on<br />
the balance sheet date. An economic obligation is carried as a liability if the<br />
conditions for the formation of a provision are met. An economic benefit is capitalized<br />
if it is used for the Group’s future employee benefit expenses. Freely disposable<br />
employer contribution reserves are capitalized. The economic impacts of<br />
pension fund surpluses and shortfalls and the change in any employer contribution<br />
reserves are recognized in the income statement together with the amounts<br />
accrued over the same period.<br />
Share-based payments<br />
Share-based payments are recognized at fair value at the moment of granting and,<br />
until such time as entitlement is asserted, are charged to the corresponding<br />
positions in the income statement as personnel expenses. Since these remunerations<br />
are settled with equity capital instruments, the counter-entry is recognized<br />
in equity.<br />
Provisions are made<br />
– insofar as the Group has, or may have, an actual or possible obligation (legal or<br />
constructive) due to past events,<br />
– insofar as it is probable that settlement of this obligation will lead to an outflow<br />
of resources,<br />
– insofar as the extent of the obligation can be reliably estimated.<br />
If the time effect is significant, long-term provisions at the present value of<br />
probable future cash outflows will be made.<br />
Warranties<br />
The provision for warranty risks from the sale of products and services is based on<br />
information about warranties from earlier periods.<br />
Restructuring<br />
Restructuring costs are provided for in the period in which an official, detailed restructuring<br />
plan is available to the Group and is announced. No provision is<br />
made for future operating losses.
Revenues from goods sold<br />
and services rendered<br />
Government grants<br />
Operating lease payments<br />
Finance lease payments<br />
Funding<br />
Income tax<br />
Earnings per share<br />
Net revenues include all revenues from products sold and services provided less<br />
items such as rebates, other agreed discounts and value-added tax. Revenue from<br />
the sale of goods is recognized when the risks and rewards of ownership have<br />
transferred to the buyer. Provided that the conditions are met (see “Construction<br />
contracts”), the revenues resulting from construction contracts are reported<br />
using the percentage-of-completion method. Revenues from services are recognized<br />
according to the stage of completion. No revenue is recognized if there<br />
is significant uncertainty regarding recovery of the consideration due, associated<br />
costs or the possible return of goods.<br />
Asset-related subsidies are deducted from the carrying amount of the asset.<br />
Payments made under operating leases are recognized in the income statement<br />
on a straight-line basis over the term of the lease.<br />
Lease payments are allocated between the financing costs and repayment of<br />
the principal. The finance costs are allocated to each period during the lease term<br />
to produce a constant rate of interest over the term of the liability.<br />
Net financing costs comprise interest expense for the convertible bond, on borrowings<br />
and finance leasing, interest earned on investments, earnings and expenses<br />
from discounts, gains and losses from foreign currency translation, as well as gains<br />
and losses from derivative financial instruments used for exchange rate hedging,<br />
all of which are recognized in the income statement. Interest income and expense<br />
are recognized in the income statement as they accrue.<br />
Income tax comprises current and deferred tax. Income tax is recognized in the<br />
income statement unless it relates to items recognized in equity. Current tax is the<br />
expected tax payable on the taxable income for the year and any adjustment to<br />
tax payable related to previous years. Income tax is calculated using tax rates already<br />
in force or substantially enacted at the balance sheet date. Deferred tax<br />
is calculated using the balance sheet liability method on the basis of tax rates already<br />
in force or substantially enacted at the balance sheet date and is based<br />
on temporary differences between FER carrying amounts and the tax base. Deferred<br />
income tax assets and liabilities are netted only if they relate to the same taxable<br />
entity. Tax savings due to tax loss carryforwards on future taxable income are<br />
not recognized.<br />
Earnings per share are calculated by dividing the consolidated net result attributable<br />
to the shareholders of <strong>Kardex</strong> AG by the weighted average number of shares<br />
outstanding during the reporting period. The diluted earnings per share figure<br />
additionally includes the shares that might arise following the exercising of option<br />
rights.
Notes to the consolidated financial statements<br />
Notes to the consolidated financial statements<br />
1. Segment reporting<br />
Segment reporting 2011/Income statement<br />
EUR millions<br />
The <strong>Kardex</strong> Group comprises three business segments. <strong>Kardex</strong> Remstar develops,<br />
produces, sells and services dynamic storage, retrieval and distribution systems<br />
worldwide. <strong>Kardex</strong> Stow develops, produces and sells static storage systems in<br />
Europe and China, while <strong>Kardex</strong> Mlog develops, produces, sells and services stacker<br />
cranes, conveyor technology, as well as automated warehouse and materials<br />
handling systems, primarily in Germany.<br />
Operating segments<br />
<strong>Kardex</strong><br />
Remstar<br />
<strong>Kardex</strong><br />
Stow<br />
<strong>Kardex</strong><br />
Mlog<br />
<strong>Kardex</strong> AG<br />
Zurich<br />
Elimina-<br />
tions<br />
<strong>Kardex</strong><br />
Group<br />
Net revenues, third party<br />
– Europe, Middle East and Africa 169.0 151.7 73.1 – – 393.8<br />
– Asia/Pacific 13.4 15.2 – – – 28.6<br />
– Americas 36.7 0.1 – – – 36.8<br />
Total net revenues, third party 219.1 167.0 73.1 – – 459.2<br />
Net revenues, with other operating segments 0.2 1.7 0.3 – – 2.2 –<br />
Net revenues 219.3 168.7 73.4 – – 2.2 459.2<br />
Cost of goods sold and services provided – 153.0 – 144.4 – 66.1 – 2.2 – 361.3<br />
Gross profit 66.3 24.3 7.3 – – 97.9<br />
Gross profit margin 30.2 % 14.4 % 9.9 % 21.3 %<br />
Marketing and sales expenses – 35.3 – 14.4 – 5.5 – – 55.2<br />
Administrative expenses – 18.1 – 5.6 – 4.1 – 5.2 3.9 – 29.1<br />
Development expenses – 3.6 – 1.3 – 0.3 – – – 5.2<br />
Other operating income 1.6 1.7 1.2 3.9 – 3.9 4.5<br />
Other operating expense – 0.4 – 1.1 – 1.0 – – – 2.5<br />
Operating result (EBIT) 10.5 3.6 – 2.4 – 1.3 – 10.4<br />
EBIT margin 4.8 % 2.1 % – 3.3 % 2.3 %<br />
Depreciation, impairment and amortization 6.6 3.7 0.7 0.1 – 11.1<br />
EBITDA 17.1 7.3 – 1.7 – 1.2 – 21.5<br />
EBITDA margin 7.8 % 4.3 % – 2.3 % 4.7 %<br />
Eliminations concern intra-Group transactions.
Segment reporting 2010/Income statement<br />
EUR millions<br />
Operating segments<br />
<strong>Kardex</strong><br />
Remstar<br />
<strong>Kardex</strong><br />
Stow<br />
<strong>Kardex</strong><br />
Mlog (since<br />
1.5.10)<br />
<strong>Kardex</strong> AG<br />
Zurich<br />
Elimina-<br />
tions<br />
<strong>Kardex</strong><br />
Group<br />
Net revenues, third party<br />
– Europe, Middle East and Africa 146.4 130.1 27.8 – – 304.3<br />
– Asia/Pacific 10.7 5.2 – – – 15.9<br />
– Americas 35.7 – – – – 35.7<br />
Total net revenues, third party 192.8 135.3 27.8 – – 355.9<br />
Net revenues, with other operating segments – 0.3 – – – 0.3 –<br />
Net revenues 192.8 135.6 27.8 – – 0.3 355.9<br />
Cost of goods sold and services provided – 135.5 – 117.5 – 24.6 – 0.3 – 277.3<br />
Gross profit 57.3 18.1 3.2 – – 78.6<br />
Gross profit margin 29.7 % 13.3 % 11.5 % 22.1 %<br />
Marketing and sales expenses – 36.4 – 13.8 – 2.6 – 0.4 – 52.4<br />
Administrative expenses – 14.9 – 4.8 – 2.0 – 7.8 4.1 – 25.4<br />
Development expenses – 3.9 – 0.8 – 0.7 – – – 5.4<br />
Other operating income 4.1 1.9 0.5 3.5 – 5.4 4.6<br />
Other operating expense – 2.4 – 0.6 – 0.1 – 0.9 – 2.2<br />
Operating result (EBIT) 3.8 0.0 – 1.7 – 4.3 – – 2.2<br />
EBIT margin 2.0 % 0.0 % – 6.1 % – 0.6 %<br />
Depreciation, impairment and amortization 5.9 4.0 0.5 0.1 – 10.5<br />
EBITDA 9.7 4.0 – 1.2 – 4.2 – 8.3<br />
EBITDA margin 5.0 % 2.9 % – 4.3 % 2.3 %<br />
Eliminations concern intra-Group transactions.
2. Foreign currency<br />
translation<br />
3. Long-term construction<br />
contracts<br />
4. Personnel expenses<br />
5. Other operating income<br />
and expenses<br />
6.Restructuring expenses<br />
Notes to the consolidated financial statements<br />
The main exchange rates for currency translation are:<br />
Average rates Yearend rates<br />
in EUR 2011 2010 31.12.2011 31.12.2010<br />
1 CHF 0.812 0.723 0.818 0.799<br />
1 CNY 0.111 0.112 0.120 0.115<br />
1 GBP 1.152 1.166 1.197 1.176<br />
1 USD 0.718 0.755 0.765 0.763<br />
EUR millions 2011 2010<br />
Revenues from construction contracts (POC) 84.2 33.2<br />
EUR millions 2011 2010<br />
Salaries and wages – 93.6 – 82.8<br />
Social security contributions – 21.5 – 19.4<br />
Retirement and pension plan costs – 2.4 – 2.1<br />
Other personnel expenses – 7.2 – 5.3<br />
Total personnel expenses – 124.7 – 109.6<br />
EUR millions 2011 2010<br />
Gains from the sale of non-current assets 0.1 –<br />
Sales of discarded metal 2.5 1.8<br />
Reversal of provision 0.5 1.1<br />
Other income 1.4 1.7<br />
Total other operating income 4.5 4.6<br />
Other operating expenses include losses from tangible assets sold, severance<br />
payments, indemnities and other positions.<br />
Restructuring expenses totalling EUR 3.1 million were recognized in the income<br />
statement in the year under review. EUR 1.8 million of this was stated in the cost<br />
of goods and services provided, EUR 0.2 million in marketing and sales expenses<br />
and EUR 1.1 million in administrative expenses.<br />
Restructuring expenses totalling EUR 1.2 million were recognized in the income<br />
statement in the previous year. EUR 0.3 million of this was stated in marketing and<br />
sales expenses, EUR 0.8 million in administrative expenses and EUR 0.1 million<br />
in other operating expenses.
7. Financial result<br />
8. Income taxes and tax<br />
loss carryforwards<br />
EUR millions 2011 2010<br />
Interest income 0.5 0.5<br />
Exchange gains (net) – 0.2<br />
Other financial income 1 0.3 0.1<br />
Total financial income 0.8 0.8<br />
Interest expense – 4.4 – 4.9<br />
Exchange rate losses – 0.6 –<br />
Other financial expenses 1 – 2.2 – 2.0<br />
Total financial expenses – 7.2 – 6.9<br />
Total financial result – 6.4 – 6.1<br />
1 Incl. discounts<br />
8.1 Income tax<br />
EUR millions 2011 2010<br />
Current income tax – 2.1 – 0.7<br />
Deferred income tax 1.1 – 0.1<br />
Total income tax result – 1.0 – 0.8<br />
The calculated tax rate for the expected tax expense is the weighted (based on the<br />
individual Group companies’ contribution to profit) average of local tax rates.<br />
These range from 8.0 % to 38.4 %. The expected tax rate for the year under review<br />
is 24.3 % (2010: 24.5 %).<br />
Deferred tax assets from tax loss carryforwards are not capitalized. The tax loss<br />
carryforwards expire as follows:<br />
8.2 Loss carryforwards<br />
EUR millions 31.12.2011 31.12.2010<br />
Loss carryforwards by expiration<br />
Until 2012 1.1 2.2<br />
2013 until 2016 25.5 57.9<br />
After 2016 43.2 21.1<br />
Total loss carryforwards 69.8 81.2<br />
Loss carryforwards mainly relate to Germany, Switzerland and the USA. On 31<br />
December 2011, the non-capitalized tax effects on loss carryforwards amounted to<br />
EUR 18.7 million (31 December 2010: EUR 16.8 million).
9. Property, plant, equipment and<br />
intangible assets<br />
9.1 Property, plant and equipment 2011<br />
EUR millions Undeveloped<br />
Notes to the consolidated financial statements<br />
properties<br />
Acquisition cost, 1 January 3.3 38.0 80.5 9.1 7.3 0.5 138.7<br />
Additions – 0.1 1.8 0.5 0.7 1.1 4.2<br />
Disposal – – – 1.5 – 1.0 – 0.7 – – 3.2<br />
Other reclassifications – – 0.8 – 0.1 – 1.5 – 0.6<br />
Exchange rate differences – 0.2 0.2 0.1 – – 0.5<br />
31 December 3.3 38.3 81.8 8.7 7.4 0.1 139.6<br />
Accumulated depreciation and<br />
impairment, 1 January – – 12.6 – 52.4 – 5.2 – 5.8 – 76.0<br />
Additions – depreciation – – 1.0 – 5.7 – 0.6 – 0.8 – 8.1<br />
Additions – impairment – – – 0.8 – – – 0.8<br />
Disposal – – 1.5 0.8 0.7 3.0<br />
Other reclassifications – – – – – 0.1 – 0.1<br />
Exchange rate differences – – – 0.3 0.1 – 0.1 – 0.3<br />
31 December – – 13.6 – 57.7 – 4.9 – 6.1 – 82.3<br />
Net carrying amount, 1 January 3.3 25.4 28.1 3.9 1.5 0.5 62.7<br />
Net carrying amount, 31 December 3.3 24.7 24.1 3.8 1.3 0.1 57.3<br />
Carrying amount of fixed assets held under<br />
finance leases, 1 January<br />
Carrying amount of fixed assets held under<br />
– 5.9 3.7 – – – 9.6<br />
finance leases, 31 December – 5.7 3.0 – 0.1 – 8.8<br />
Land and<br />
buildings<br />
Machinery and<br />
production tools<br />
Equipment and<br />
vehicles<br />
Information<br />
technology<br />
Plant under<br />
construction<br />
The insurance value of property, plant and equipment amounts to EUR 174.0<br />
million.<br />
Amortization of property, plant and equipment is included in the items “Cost of<br />
goods sold and services provided” (EUR 7.4 million), “Marketing and sales” (EUR<br />
0.4 million) and “Administrative expenses” (EUR 1.1 million).<br />
Total property, plant<br />
and equipment
Property, plant and equipment 2010<br />
EUR millions Undeveloped<br />
properties<br />
Acquisition cost, 1 January 3.3 37.0 72.9 8.8 6.6 1.9 130.5<br />
Additions – 0.1 3.6 0.4 0.8 0.5 5.4<br />
Disposal – – – 0.8 – 0.3 – 0.6 – – 1.7<br />
Acquisition of subsidiaries – 0.1 3.2 – 0.4 – 3.7<br />
Capital grants – – – 0.7 – 0.2 – – – 0.9<br />
Other reclassifications – 0.1 1.6 0.1 – – 2.1 – 0.3<br />
Exchange rate differences – 0.7 0.7 0.3 0.1 0.2 2.0<br />
31 December 3.3 38.0 80.5 9.1 7.3 0.5 138.7<br />
Accumulated depreciation and<br />
impairment, 1 January – – 11.4 – 47.4 – 4.8 – 5.6 – 69.2<br />
Additions – – 1.1 – 6.0 – 0.5 – 0.7 – 8.3<br />
Disposal – – 0.7 0.3 0.6 1.6<br />
Other reclassifications – – 0.6 – – 0.6<br />
Exchange rate differences – – 0.1 – 0.3 – 0.2 – 0.1 – 0.7<br />
31 December – – 12.6 – 52.4 – 5.2 – 5.8 – 76.0<br />
Net carrying amount, 1 January 3.3 25.6 25.5 4.0 1.0 1.9 61.3<br />
Net carrying amount, 31 December 3.3 25.4 28.1 3.9 1.5 0.5 62.7<br />
Carrying amount of fixed assets held under<br />
finance leases, 1 January<br />
Carrying amount of fixed assets held under<br />
– 6.0 4.5 0.1 – – 10.6<br />
finance leases, 31 December – 5.9 3.7 – – – 9.6<br />
Land and<br />
buildings<br />
Machinery and<br />
production tools<br />
Equipment and<br />
vehicles<br />
Information<br />
technology<br />
Plant under<br />
construction<br />
The insurance value of property, plant and equipment amounts to EUR 175.2<br />
million.<br />
Amortization of property, plant and equipment is included in the items “Cost of<br />
goods sold and services provided” (EUR 6.8 million), “Marketing and sales” (EUR<br />
0.4 million) and “Administrative expenses” (EUR 1.1 million).<br />
In 2010, the Group received EUR 0.9 million in subsidies for machinery, production<br />
tools and equipment in Belgium.<br />
Total property, plant<br />
and equipment
9.2 Intangible assets in 2011<br />
EUR millions<br />
Notes to the consolidated financial statements<br />
Capitalized<br />
development costs<br />
Capitalized<br />
software<br />
Patents, licences<br />
and other<br />
intangible assets<br />
Total<br />
intangible assets<br />
Acquisition cost, 1 January 4.7 13.0 0.8 18.5<br />
Additions – 0.5 0.1 0.6<br />
Disposal – – 0.5 – 0.5<br />
Other reclassifications – 0.6 – 0.6<br />
Exchange rate differences – 0.1 – 0.1<br />
31 December 4.7 13.7 0.9 19.3<br />
Accumulated amortization, 1 January – 3.9 – 7.7 – 0.6 – 12.2<br />
Additions – 0.5 – 1.6 – 0.1 – 2.2<br />
Disposal – 0.5 – 0.5<br />
Other reclassifications – 0.1 – 0.1<br />
31 December – 4.4 – 8.7 – 0.7 – 13.8<br />
Net carrying amount, 1 January 0.8 5.3 0.2 6.3<br />
Net carrying amount, 31 December 0.3 5.0 0.2 5.5<br />
Amortization of other intangible assets is included in the items “Cost of goods<br />
sold and services provided” (EUR 0.8 million) and “Administrative expenses”<br />
(EUR 1.4 million).
Intangible assets in 2010<br />
EUR millions<br />
Capitalized<br />
development costs<br />
Capitalized<br />
software<br />
Patents, licences<br />
and other<br />
intangible assets<br />
Total<br />
intangible assets<br />
Acquisition cost, 1 January 4.7 11.7 1.0 17.4<br />
Additions – 3.2 – 3.2<br />
Disposal – – 1.6 – 0.2 – 1.8<br />
Acquisition of subsidiaries – 0.4 – 0.4<br />
Capital grants – – 0.3 – – 0.3<br />
Other reclassifications – – 0.4 – – 0.4<br />
31 December 4.7 13.0 0.8 18.5<br />
Accumulated amortization, 1 January – 3.1 – 6.4 – 0.8 – 10.3<br />
Additions – 0.9 – 1.3 – – 2.2<br />
Disposal – – 0.2 0.2<br />
Exchange rate differences 0.1 – – 0.1<br />
31 December – 3.9 – 7.7 – 0.6 – 12.2<br />
Net carrying amount, 1 January 1.6 5.3 0.2 7.1<br />
Net carrying amount, 31 December 0.8 5.3 0.2 6.3<br />
Amortization of other intangible assets is included in the items “Cost of goods<br />
sold and services provided” (EUR 1.0 million) and “Administrative expenses” (EUR<br />
1.2 million).<br />
In 2010, the Group received EUR 0.3 million in subsidies for software in Belgium.
10. Treatment of goodwill<br />
11. Financial assets<br />
Notes to the consolidated financial statements<br />
Goodwill is offset against retained earnings at the time of acquisition. The<br />
resulting impacts on equity and the net result, taking into account a goodwill<br />
amortization period of five years, are documented below.<br />
Effects of a theoretical amortization of goodwill on balance sheet and income<br />
statement:<br />
EUR millions 2011 2010<br />
Declared result for the period 3.0 – 9.1<br />
Theoretical annual amortization of goodwill – 6.5 – 4.7<br />
Theoretical Exchange rate differences – 0.1 – 0.1<br />
Theoretical result for the period – 3.6 – 13.9<br />
Acquisition value of goodwill, 1 January 61.7 34.4<br />
Additions – 26.8<br />
Exchange rate differences – 0.5<br />
Acquisition value of goodwill, 31 December 61.7 61.7<br />
Theoretical accumulated amortization, 1 January – 34.8 – 30.0<br />
Theoretical annual amortization of goodwill – 6.5 – 4.7<br />
Theoretical exchange rate differences – 0.1 – 0.1<br />
Theoretical accumulated amortization, 31 December – 41.4 – 34.8<br />
Theoretical net book value goodwill, 31 December 20.3 26.9<br />
Declared equity, 31 December 64.5 36.1<br />
Theoretical effect recognition of goodwill, 1 January<br />
Theoretical effect<br />
26.9 4.4<br />
recognition of goodwill in reporting period – 6.6 22.5<br />
Theoretical equity, 31 December 84.8 63.0<br />
EUR millions 31.12.2011 31.12.2010<br />
Investments 0.1 0.1<br />
Pension assets 2.0 2.0<br />
Other financial assets 1.4 1.3<br />
Deferred tax assets 3.8 3.6<br />
Total financial assets in non-current assets 7.3 7.0<br />
Interest rate and currency swap – 10.0<br />
Total financial assets in current assets – 10.0<br />
The interest rate and currency swap relates to the convertible bond (see note 22).
12. Inventories and work<br />
in process<br />
13. Trade accounts<br />
receivable<br />
14. Other receivables<br />
15. Cash and cash<br />
equivalents<br />
EUR millions 31.12.2011 31.12.2010<br />
Raw materials, supplies and other consumables 19.9 16.7<br />
Finished goods 6.9 6.9<br />
Spare parts 7.2 7.9<br />
Work in process 27.0 13.7<br />
Allowances – 6.2 – 5.7<br />
Advance payments by customers – 17.5 – 12.6<br />
Advance payments to suppliers 4.1 3.3<br />
Total inventories and work in process 41.4 30.2<br />
EUR millions 31.12.2011 31.12.2010<br />
Trade accounts receivable 86.7 71.4<br />
Construction contracts with amount due<br />
from customers (underfinanced) 6.7 4.8<br />
Allowances for doubtful accounts – 2.1 – 2.5<br />
Total trade accounts receivable 91.3 73.7<br />
Trade accounts receivable are distributed over a widely scattered customer base.<br />
Management does not expect any further material losses on receivables.<br />
Allowances on trade accounts receivable are made mainly on a case-by-case<br />
basis; a global allowance is also made on long-overdue positions.<br />
EUR millions 31.12.2011 31.12.2010<br />
Income tax receivables 1.2 2.6<br />
VAT, withholding and other refundable tax 3.0 3.0<br />
Guarantees 0.5 0.5<br />
Other receivables 5.2 5.8<br />
Total other receivables 9.9 11.9<br />
EUR millions 31.12.2011 31.12.2010<br />
Cash, postal and bank current accounts 35.8 41.8<br />
Time deposits 1.1 1.0<br />
Total cash and cash equivalents 36.9 42.8<br />
Of cash and cash equivalents, EUR 0.7 million (2010: EUR 1.8 million) are currently<br />
held in countries with specific formalities and request procedures for transfers<br />
abroad. By complying with these requirements, the Group has these funds at its<br />
disposal.
16. Equity<br />
Notes to the consolidated financial statements<br />
Nominal value<br />
of share (CHF) No. of shares<br />
Share capital<br />
in EUR millions<br />
No. of<br />
treasury shares<br />
Treasury shares<br />
in EUR millions<br />
EUR millions 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010<br />
1 January 11.00 11.00 5 627 453 5 627 453 39.4 39.4 15 364 57 573 0.6 1.9<br />
Additions – – 2 102 547 – 20.5 – – – – –<br />
Disposals – – – – – – – 12 215 – 42 209 – 0.5 – 1.3<br />
31 December 11.00 11.00 7 730 000 5 627 453 59.9 39.4 3 149 15 364 0.1 0.6<br />
<strong>Kardex</strong> AG’s share capital is denominated in EUR. When <strong>Kardex</strong> AG’s functional<br />
currency was changed from CHF to EUR, the share capital was historically<br />
converted; therefore, there are no currency translation effects on the share capital.<br />
On 2 September 2011, the Board of Directors conducted a capital increase (see<br />
Notes to the financial statements of <strong>Kardex</strong> AG (Holding) note 3).<br />
As at 31 December 2011, there were 7 730 000 (31 December 2010: 5 627 453) fully<br />
paid up registered shares with a nominal value of CHF 11.00 (31 December 2010:<br />
CHF 11.00) outstanding.<br />
Thanks to the remaining approved share capital, the share capital of <strong>Kardex</strong> AG<br />
can theoretically be increased by an amount of up to CHF 7.8 million through the<br />
issuing of up to 711 179 fully paid up shares with a par value of CHF 11.00.<br />
The capital reserves comprise premiums as well as gains/losses from transactions<br />
with treasury shares. The hedging reserves comprise income and expenses from<br />
currency and interest rate hedges recognized in share capital (hedge accounting).<br />
In the period under review, the Executive Committee drew as part of their compensation<br />
for the 2010 financial year 1891 (2010: 5578) shares from the Company’s<br />
holdings of treasury shares. In the period under review, the Board of Directors<br />
drew as part of their compensation for the 2011 financial year 10 324 (2010: 4854)<br />
shares from the Company’s holdings of treasury shares. As of 31 December 2011<br />
<strong>Kardex</strong> AG held 3149 (31 December 2010: 15 364) treasury shares, which were<br />
purchased at an average share price of CHF 49.53 each.
17. Earnings per share<br />
18. Financial liabilities<br />
2011 2010<br />
Number of outstanding shares<br />
at the beginning of the financial year 5 612 089 5 569 880<br />
Issue of new shares 2 102 547 –<br />
Disposals of treasury shares<br />
Number of outstanding shares<br />
12 215 42 209<br />
at the end of the financial year 7 726 851 5 612 089<br />
Weighted average number of outstanding shares<br />
Adjustment for anticipated exercise<br />
6 309 090 5 597 363<br />
of conversion rights<br />
Diluted weighted average number<br />
– 667 010<br />
of outstanding shares 6 309 090 6 264 373<br />
Net result Group (EUR)<br />
Dilution effect (EUR):<br />
3 005 000 – 9 090 000<br />
– Fair value adjustment for conversion right – – 25 568<br />
– Interest expense for conversion right – 2 265 271<br />
Consolidated result, diluted (EUR) 3 005 000 – 6 850 297<br />
Basic earnings per share (EUR) 0.48 – 1.62<br />
Diluted earnings per share (EUR) 0.48 – 1.62<br />
Non-current financial liabilities<br />
EUR millions 31.12.2011 31.12.2010<br />
Banks 40.9 33.3<br />
Finance lease liabilities 1.0 1.5<br />
Total non-current financial liabilities 41.9 34.8<br />
Non-current financial liabilities with banks by due date<br />
EUR millions 31.12.2011 31.12.2010<br />
2 to 5 years 37.0 33.3<br />
Over 5 years 3.9 –<br />
Total non-current liabilities with banks by due date 40.9 33.3<br />
Current financial liabilities<br />
EUR millions 31.12.2011 31.12.2010<br />
Current bank loans 7.1 2.5<br />
Convertible bond – 40.8<br />
Current portion of finance leasing 0.5 0.6<br />
Current portion of non-current financial liabilities 3.0 6.7<br />
Total current financial liabilities 10.6 50.6
Notes to the consolidated financial statements<br />
On 29 June 2007, <strong>Kardex</strong> AG issued a 2.25 % convertible bond with a nominal value<br />
of CHF 55.0 million and used the proceeds to repay existing bank loans.<br />
The conversion right could be exercised over the entire term of the bond, from<br />
29 June 2007 until 29 June 2011. Bondholders could convert one bond with a par<br />
value of CHF 1000 into 14.06 <strong>Kardex</strong> shares. The conversion price could differ<br />
over time as circumstances changed (see also “Convertible Bond Prospectus of<br />
26 June 2007”, pages 29 – 34). In financial year 2011, the Group did not redeem<br />
any of the convertible bond. The convertible bond was repaid on 29 June 2011.<br />
On 20 April 2010, <strong>Kardex</strong> AG took out a syndicated loan in the amount of<br />
EUR 70.0 million arranged by UBS AG (42.86 %), Credit Suisse AG (35.71 %) and<br />
Zürcher Kantonalbank (21.43 %). The facility was divided into an acquisition<br />
line totalling EUR 30.0 million, which was used to grant a Group loan to <strong>Kardex</strong><br />
Germany GmbH for the purpose of financing its Mlog acquisition as of 1 May<br />
2010. The acquisition line had to be amortized. This first tranche could be drawn<br />
in EUR and was subject to an annual ordinary amortization of EUR 6.0 million<br />
payable on 30 April each year.<br />
The remaining EUR 40.0 million was granted under a revolving credit facility as<br />
working capital. This served as a working capital financing line to fund the Group’s<br />
current business activities, including financing investment in non-current operating<br />
assets. As of 31 December 2010, the facility had not been used. This second<br />
tranche could be drawn in EUR and CHF or other freely convertible currencies<br />
acceptable to all lenders and freely available in substantial amounts in the relevant<br />
interbank markets at all times.<br />
In June of the year under review, a supplementary agreement was concluded in<br />
relation to the syndicated loan taken out with the consortium of banks on 20 April<br />
2010. This supplementary agreement reduced the second tranche from EUR<br />
40.0 million to EUR 33.0 million and was used to repay the convertible bond maturing<br />
on 29 June 2011. The Group committed itself to repay the loan amount outstanding<br />
under the second tranche in an amount corresponding to the net inflows<br />
of funds from the planned share capital increase (see “Equity”, note 16).<br />
As part of the share capital increase, the syndicated loan taken out on 20 April<br />
2010 was refinanced and replaced on 17 August 2011 by a new syndicated loan in<br />
the total amount of EUR 50 million, once again arranged by UBS AG (42.86 %),<br />
Credit Suisse AG (35.71 %) and Zürcher Kantonalbank (21.43 %). This is divided into<br />
a credit line totalling EUR 20 million (tranche A), which has to be amortized, and<br />
a revolving, working capital credit line of EUR 30 million (tranche B). The credit line<br />
subject to amortization can be drawn in EUR and is subject to annual ordinary<br />
amortization of EUR 5.0 million payable on 30 April each year.<br />
Tranche B is for the financing of working capital and non-current operating assets<br />
and can be drawn in EUR and CHF or other freely convertible currencies acceptable<br />
to all lenders. The interest rate for tranche A as at 31 December 2011 was 3.72 %<br />
and is based on the Euribor rate of 1.47 % plus a margin of 2.25 % to cover company-specific<br />
risk. EUR 20 million of tranche B were utilized as at 31 December 2011.<br />
The interest rate for this tranche as at 31 December 2011 was 3.456 % and is<br />
based on the Euribor rate of 1.206 % plus a margin of 2.25 % to cover companyspecific<br />
risk. The interest margin on the syndicated loan may decrease if the<br />
net debt/EBITDA ratio improves accordingly. Both tranches mature on 30 April<br />
2015. The commitment fee for tranche B is 35 % of the respective current interest<br />
margin for the calculation period, calculated on the average undrawn amount.
19. Employee pension plans<br />
Compliance with the covenants agreed with the banks must be confirmed<br />
quarterly. The covenants include key financial figures relating to the debt factor<br />
and equity ratio. All covenants were complied with as at 31 December 2011.<br />
Financial liabilities at year-end in all currencies had an average interest rate of<br />
4.89 % (2010: 4.65 %).<br />
The market-dependent interest component of the syndicated loan depends on<br />
the development of the Euribor rate, on the one hand, and the chosen interest<br />
period, on the other; it is fixed for one to six whole months, depending on the<br />
choice of interest period.<br />
Current employee benefits<br />
EUR millions 31.12.2011 31.12.2010<br />
Social security and<br />
pension plan liabilities 1.7 1.9<br />
Personnel claims 12.0 9.2<br />
Total current pension liabilities 13.7 11.1<br />
Employee entitlements include bonuses, holiday and overtime. The liability<br />
towards the employee retirement benefit plan amounted to EUR 0.1 million (2010:<br />
EUR 0.1 million).<br />
EUR millions 31.12.2011 31.12.2010<br />
Total pension assets 2.0 2.0<br />
Provisions<br />
Pension liabilities relating to defined benefit plans 12.2 12.0<br />
Other long-term employee benefit obligations 5.2 5.4<br />
Long-term employee benefits 17.4 17.4<br />
Short-term pension liabilities 0.2 0.2<br />
Other short-term employee benefit obligations 1.1 0.7<br />
Short-term pension liabilities 1.3 0.9<br />
Total employee benefit obligations 18.7 18.3<br />
Employees and former employees receive different employee benefits and<br />
retirement pensions, which are determined in accordance with the legislative provisions<br />
in the countries concerned. All Swiss companies in the Group are members<br />
of collective foundations, which are not direct risk-takers. These pension plans<br />
are funded by contributions from employer and employee. The private pension<br />
plans in Switzerland are structured for the purpose of building up retirement assets<br />
with conversion into fixed retirement pensions and supplementary risk benefits.<br />
Some of the pension plans abroad are made into independent schemes. Measurement<br />
and recognition comply with FER 16.
Pension institutions<br />
EUR millions Surplus/deficit<br />
Notes to the consolidated financial statements<br />
31.12.2011<br />
Economical part of<br />
the Group<br />
31.12.2011<br />
Economical part of<br />
the Group<br />
31.12.2010<br />
Change to prior period<br />
or recognized in the<br />
result of the period,<br />
respectively<br />
Contributions<br />
concerning the<br />
business period<br />
Pension benefit<br />
expenses within<br />
personnel expenses<br />
2011<br />
Pension benefit<br />
expenses within<br />
personnel expenses<br />
2010<br />
Economic benefit/(economic obligation)<br />
and pension expenses<br />
Pension plans without surplus/deficit – – – – – 1.7 – 1.7 – 1.6<br />
Pension institutions without own assets – – 10.5 – 10.2 – 0.3 – 0.4 – 0.7 – 0.5<br />
Total – – 10.5 – 10.2 – 0.3 – 2.1 – 2.4 – 2.1<br />
20. Provisions<br />
EUR millions Deferred Taxes<br />
Legal disputes<br />
Guarantees<br />
Retirement and other<br />
employee benefit<br />
obligations<br />
1 January 1.9 2.6 2.6 18.3 1.9 1.4 28.7 19.8<br />
Acquisition of subsidiaries – – – – – – – 9.8<br />
Additions 0.8 0.6 1.3 2.7 1.4 1.1 7.9 7.3<br />
Utilization – 0.5 – 0.7 – 0.5 – 2.2 – 1.8 – 1.0 – 6.7 – 6.8<br />
Reversal – 1.2 – 0.4 – 0.5 – 0.1 – 0.1 – 0.1 – 2.4 – 1.8<br />
Reclassifications – – – – – – – 0.4<br />
31 December 1.0 2.1 2.9 18.7 1.4 1.4 27.5 28.7<br />
Non-current provisions 1.0 0.5 2.0 17.4 – 0.2 21.1 21.5<br />
Current provisions – 1.6 0.9 1.3 1.4 1.2 6.4 7.2<br />
Restructuring<br />
Others<br />
2011<br />
Total<br />
Deferred tax liabilities are shown net after offsetting them against deferred tax<br />
assets. Netting takes place at individual company level.<br />
2010<br />
Total<br />
The provisions for legal disputes relate to ongoing proceedings. They include<br />
a provision for contractual obligations arising from assurances as well as warranties<br />
from the sale of an operating segment no longer retained. Additional details<br />
of the other provisions will not be given as these details may impair the position<br />
of the Group in ongoing proceedings.<br />
The provision for warranties covers the cost for guarantee claims. The actual<br />
amount is based on current sales and available data. Experience shows that the<br />
provisions will be used in the following one to two years.<br />
For employee benefit obligations, see note 19.<br />
Provisions for restructuring relate to measures to adjust cost structures and the<br />
closure of the plant in Lewistown. Provisions for restructuring include severance<br />
payments and will only be charged to the balance sheet once the restructuring<br />
decision has been announced. Normally the expenses would fall due within the<br />
course of one year.
21. Other current liabilities<br />
22. Derivative financial<br />
instruments<br />
The Group’s management has decided to streamline the US business by closing<br />
down the US production site and reorganizing US sales. As a result of these<br />
organizational changes, around 50 jobs will be lost by mid-2012. The necessary<br />
provisions were set aside in financial year 2011.<br />
Other provisions contain various individual positions that are essentially connected<br />
with maintenance and service agreements. The resulting cash outflows occur in<br />
the following financial years.<br />
EUR millions 31.12.2011 31.12.2010<br />
VAT, withholding tax and other tax liabilities<br />
Construction contracts with amount due<br />
6.2 6.8<br />
to customers (overfinanced) 7.6 5.6<br />
Advances received (POC) 0.4 2.9<br />
Other current liabilities 10.9 9.0<br />
Total current liabilities 25.1 24.3<br />
EUR millions 31.12.2011 31.12.2010<br />
Currency derivatives<br />
Contract volumes 3.3 1.6<br />
Fair value (negative) 0.1 –<br />
Interest rate and currency swap<br />
Contract volumes – 31.1<br />
Fair value (positive) – 10.0<br />
The currency derivatives are used to hedge the Polish zloty, South African rand<br />
and UK pound. The currency contracts are recognized in the balance sheet at<br />
replacement (i.e. market) value. Any gains and losses accruing are recognized<br />
directly in the income statement.<br />
The denomination of the convertible bond in CHF 51.8 million gave rise to both cash<br />
flow risk and translation risk for the Group. These risks were fully hedged with<br />
an interest rate and currency swap with initial and final trade at the same exchange<br />
rate. <strong>Kardex</strong> AG received a fixed CHF interest rate of 2.25 %, corresponding<br />
exactly to the bond’s coupon, and paid a fixed EUR interest rate of 3.68 %. As the<br />
hedge transaction qualified as a cash flow hedge, the effective portion of the<br />
change until final settlement of the hedged transaction was recognized in equity<br />
(2010: EUR 0.4 million). The convertible bond was repaid on 29 June 2011 and<br />
the interest rate and currency swap expired at the same time.
23. Leasing obligation<br />
24. Contingent liabilities<br />
25. Assets pledged or of<br />
restricted disposability<br />
26. Related parties<br />
27. Acquisition of<br />
subsidiaries<br />
28. Disposal of subsidiaries<br />
Notes to the consolidated financial statements<br />
EUR millions 31.12.2011 31.12.2010<br />
Expense for operating leases for the year 11.1 10.6<br />
Future minimum payments<br />
for non-cancellable lease agreements:<br />
Up to 1 year 7.5 7.0<br />
1 to 5 years 15.2 12.0<br />
Over 5 years 13.7 15.0<br />
Total future minimum payments for operating leases 36.4 34.0<br />
Operating leases apply mainly to vehicles and rents on buildings. Leasing contracts<br />
are agreed at current market conditions.<br />
The Group is currently involved in various litigations arising in the course of<br />
business. The Group does not anticipate that the outcome of these proceedings,<br />
either individually or in sum, will have a material effect on its financial or<br />
income situation.<br />
EUR millions 31.12.2011 31.12.2010<br />
Property, plant and equipment 16.7 24.2<br />
Trade accounts receivable 8.1 4.5<br />
Inventories 5.1 0.9<br />
Cash and cash equivalents 1.7 0.1<br />
Total assets pledged or of restricted disposability 31.6 29.7<br />
Related parties (natural person or legal entity) are defined as any party directly<br />
or indirectly able to exercise significant influence over the organization as it makes<br />
financial or operational decisions. Organizations that are in turn directly or indirectly<br />
controlled by the same related parties are also deemed to be related parties.<br />
With the exception of the pension plans (see note 19), there were no outstanding<br />
receivables from or liabilities towards these parties. No transactions were carried<br />
out with related parties or companies during the year under review or the previous<br />
year.<br />
Disclosures of compensation and shareholdings in accordance with the Swiss Code<br />
of Obligations may be found in the notes to the financial statements of <strong>Kardex</strong> AG.<br />
No acquisitions took place during the period under review.<br />
No disposals took place during the period under review.
29. Subsidiaries<br />
Country<br />
Finance,<br />
property,<br />
services<br />
Development,<br />
production<br />
Distribution,<br />
service<br />
Company,<br />
domicile<br />
AUS * * <strong>Kardex</strong> VCA Pty Ltd,<br />
Wodonga<br />
BE * S.A. <strong>Kardex</strong> nv,<br />
Forest/Brussels<br />
* * * Stow International nv,<br />
Spiere-Helkijn<br />
CN * <strong>Kardex</strong> Logistic System (Beijing) Co.<br />
Ltd., Beijing<br />
* * Shanghai Stow Storage<br />
Equipment Co. Ltd., Shanghai<br />
DE * * <strong>Kardex</strong> Produktion Deutschland<br />
GmbH, Bellheim/Pfalz<br />
* <strong>Kardex</strong> Office GmbH,<br />
Oberursel/Taunus<br />
* * <strong>Kardex</strong> Software GmbH,<br />
Wörth a. Rh.<br />
* <strong>Kardex</strong> Germany GmbH,<br />
Bellheim/Pfalz<br />
* <strong>Kardex</strong> Megamat Beteiligungs GmbH,<br />
Neuburg/Kammel<br />
* * <strong>Kardex</strong> Deutschland GmbH,<br />
Neuburg/Kammel<br />
* * Mlog Logistics GmbH,<br />
Neuenstadt am Kocher<br />
* Stow Deutschland GmbH,<br />
Wiesbaden<br />
FI * <strong>Kardex</strong> Finland OY,<br />
Muurame<br />
FR * <strong>Kardex</strong> SASU,<br />
Neuilly-Plaisance Cedex<br />
* Stow France S.A.,<br />
Saint Pierre du Perray<br />
UK * <strong>Kardex</strong> Holdings Ltd.,<br />
Epping<br />
* <strong>Kardex</strong> Systems (UK) Ltd.,<br />
Epping<br />
* Stow U.K. Co. Ltd.,<br />
Sunbury-on-Thames<br />
IE * <strong>Kardex</strong> Systems Ireland Ltd.,<br />
Dublin<br />
IN * <strong>Kardex</strong> India Storage Solutions<br />
Private Ltd., Bangalore<br />
IT * <strong>Kardex</strong> Italia S.p.A.,<br />
Opera (Mi)<br />
NL * <strong>Kardex</strong> Systems bv,<br />
Woerden<br />
* Stow Nederland bv,<br />
Hoeven<br />
1 <strong>Kardex</strong> AG, Zurich, CH<br />
2 Stow International nv, Spiere-Helkijn, BE<br />
3 <strong>Kardex</strong> Megamat Beteiligungs GmbH, Neuburg a.d.K., DE<br />
4 <strong>Kardex</strong> Deutschland GmbH, Neuburg/Kammel, DE<br />
5 <strong>Kardex</strong> Germany GmbH, Bellheim, DE<br />
6 <strong>Kardex</strong> Production USA Inc., Lewistown (PA), USA<br />
Divisions<br />
Headcount<br />
Currency<br />
Share capital in<br />
local currency<br />
<strong>Kardex</strong> Remstar 16 AUD 1 300 000 100 1<br />
<strong>Kardex</strong> Remstar 19 EUR 348 736 100 1<br />
<strong>Kardex</strong> Stow 248 EUR 11 375 939 100 1<br />
<strong>Kardex</strong> Remstar 28 EUR 200 000 100 1<br />
<strong>Kardex</strong> Stow 172 CNY 78 707 143 100 2<br />
<strong>Kardex</strong> Remstar 456 EUR 6 919 568 84.48<br />
15.52<br />
<strong>Kardex</strong> Remstar 1 EUR 50 000 100 5<br />
<strong>Kardex</strong> Remstar 40 EUR 26 000 100 5<br />
<strong>Kardex</strong> Remstar 24 EUR 511 292 100 1<br />
<strong>Kardex</strong> Remstar – EUR 5 113 431 100 5<br />
<strong>Kardex</strong> Remstar 123 EUR 1 386 310 26.2<br />
73.8<br />
<strong>Kardex</strong> Mlog 275 EUR 50 000 100 5<br />
<strong>Kardex</strong> Stow 21 EUR 511 400 100 2<br />
<strong>Kardex</strong> Remstar 18 EUR 134 550 100 1<br />
<strong>Kardex</strong> Remstar 74 EUR 1 835 000 100 1<br />
<strong>Kardex</strong> Stow 25 EUR 684 000 100 2<br />
<strong>Kardex</strong> Remstar – GBP 1 828 000 100 1<br />
<strong>Kardex</strong> Remstar 65 GBP 828 000 100 1<br />
<strong>Kardex</strong> Stow 8 GBP 220 000 100 2<br />
<strong>Kardex</strong> Remstar 4 EUR 300 000 100 1<br />
<strong>Kardex</strong> Remstar<br />
<strong>Kardex</strong> Stow<br />
21<br />
6<br />
Percentage holding<br />
INR 26 143 500 99<br />
1<br />
<strong>Kardex</strong> Remstar 31 EUR 309 874 100 10<br />
<strong>Kardex</strong> Remstar 36 EUR 90 756 100 1<br />
<strong>Kardex</strong> Stow 15 EUR 18 152 100 2<br />
7 <strong>Kardex</strong> Holdings Ltd., Epping, UK<br />
8 <strong>Kardex</strong> Systems AG, Volketswil, CH<br />
9 Mlog Logistics GmbH, Neuenstadt am Kocher, DE<br />
10 KRM Service AG, Volketswil, CH<br />
11 <strong>Kardex</strong> Systems Ltd., Limassol, CY<br />
Held by:<br />
3<br />
4<br />
3<br />
5<br />
1<br />
11
Country<br />
Finance,<br />
property,<br />
services<br />
Development,<br />
production<br />
Distribution,<br />
service<br />
Company,<br />
domicile<br />
NO * <strong>Kardex</strong> System AS,<br />
Skedsmokorset<br />
A * <strong>Kardex</strong> Austria GmbH,<br />
Vienna<br />
Notes to the consolidated financial statements<br />
* Mlog Logistics,<br />
Anthering<br />
* Stow GmbH Austria,<br />
Vienna<br />
PL * <strong>Kardex</strong> Polska Sp.z.o.o.,<br />
Warsaw<br />
* Stow Polska Sp.z.o.o.,<br />
Warsaw<br />
RU * <strong>Kardex</strong> CO. LTD,<br />
Moscow<br />
SE * <strong>Kardex</strong> Scandinavia AB,<br />
Bromma<br />
CH * <strong>Kardex</strong> Systems AG,<br />
Volketswil<br />
* KRM Service AG,<br />
Volketswil<br />
SG * <strong>Kardex</strong> Far East Private Ltd.,<br />
Singapore<br />
SK * <strong>Kardex</strong> Slovensko s.r.o.,<br />
Bratislava<br />
* Stow Slovensko s.r.o.,<br />
Bratislava<br />
ES * Storage Solution Iberica S.L.,<br />
El Prat De Llobregat, Barcelona<br />
CZ * * <strong>Kardex</strong> s.r.o.,<br />
Prague<br />
* <strong>Kardex</strong> Sistemas S.A.,<br />
San Fernando de Henares, Madrid<br />
* Stow Ceska Republika s.r.o.,<br />
Prague<br />
TR * <strong>Kardex</strong> Turkey Depolama Sistemaleri<br />
Ltd. Sti., Istanbul<br />
HU * <strong>Kardex</strong> Hungaria Kft.,<br />
Budaörs<br />
US * <strong>Kardex</strong> Remstar LLC,<br />
Westbrook (Maine)<br />
* * <strong>Kardex</strong> Production USA Inc.,<br />
Lewistown (PA)<br />
CY * <strong>Kardex</strong> Systems Ltd.,<br />
Limassol<br />
1–11 see page 79<br />
Divisions<br />
<strong>Kardex</strong> Remstar<br />
<strong>Kardex</strong> Stow<br />
Headcount<br />
16<br />
-<br />
Currency<br />
Share capital in<br />
local currency<br />
Percentage holding<br />
Held by:<br />
NOK 11 500 000 100 1<br />
<strong>Kardex</strong> Remstar 15 EUR 300 000 100 1<br />
<strong>Kardex</strong> Mlog – EUR 35 000 100 9<br />
<strong>Kardex</strong> Stow 10 EUR 585 000 100 2<br />
<strong>Kardex</strong> Remstar 6 PLN 200 000 100 1<br />
<strong>Kardex</strong> Stow 27 PLN 500 000 100 2<br />
<strong>Kardex</strong> Remstar – RUB 10 000 100 1<br />
<strong>Kardex</strong> Remstar 21 SEK 100 000 100 1<br />
<strong>Kardex</strong> Remstar 39 CHF 1 000 000 100 1<br />
<strong>Kardex</strong> Remstar 18 CHF 500 000 100 1<br />
<strong>Kardex</strong> Remstar 10 SGD 1 550 000 100 1<br />
<strong>Kardex</strong> Remstar – EUR 6 639 100 1<br />
<strong>Kardex</strong> Stow – EUR 33 194 100 2<br />
<strong>Kardex</strong> Remstar – EUR 150 000 100 1<br />
<strong>Kardex</strong> Remstar 26 EUR 142 900 100 1<br />
<strong>Kardex</strong> Remstar 21 CZK 500 000 100 1<br />
<strong>Kardex</strong> Stow 94 CZK 500 000 100 2<br />
<strong>Kardex</strong> Remstar 8 TRY 5 000 99.5<br />
0.5<br />
<strong>Kardex</strong> Remstar 6 HUF 2 514 000 100 1<br />
<strong>Kardex</strong> Remstar 80 USD 100 100 6<br />
<strong>Kardex</strong> Remstar 59 USD 1 000 100 1<br />
<strong>Kardex</strong> Remstar 14 EUR 418 950 100 1<br />
1<br />
10
30. Risk management<br />
31. Release for publication<br />
and approval of the<br />
financial statements<br />
32. Events after the balance<br />
sheet date<br />
As part of the newly introduced risk management mechanism, the Board of<br />
Directors and Management conduct a risk assessment at least once a year. The risk<br />
assessment was based on a company-specific risk universe and on infor mation<br />
obtained from interviews with division and Group management. Risks were recorded<br />
according to likelihood and potential financial impact. They were systematically<br />
arranged in accordance with the risk universe and assessed on the basis of criteria<br />
derived from key company data. A detailed plan of action was drawn up to deal<br />
with the principal risks. Implementation of the defined measures is monitored and<br />
controlled by the Executive Committee on a continuous basis. The Board of<br />
Directors performed a thorough review of the documentation and noted that the<br />
Executive Committee confirmed that a risk management mechanism is in place.<br />
The Board of Directors approved these financial statements on 28 March 2012<br />
and released them for publication. They must also be approved by the shareholders’<br />
General Meeting.<br />
No events have taken place between 31 December 2011 and 28 March 2012 that<br />
would require an adjustment of the carrying amounts of assets and liabilities of<br />
the Group or need to be disclosed here.
<strong>Report</strong> of the statutory auditor on the consolidated financial statements<br />
<strong>Report</strong> of the statutory<br />
auditor on the consolidated<br />
financial statements<br />
To the General Meeting of Shareholders of <strong>Kardex</strong> AG, Zurich<br />
Zurich, 28 March 2012<br />
As statutory auditor, we have audited the accompanying consolidated financial<br />
statements of <strong>Kardex</strong> AG, presented on pages 48 to 81, which comprise the<br />
income statement, balance sheet, cash flow statement, statement of changes in<br />
equity and notes for the year ended 31 December 2011.<br />
Board of Directors’ Responsibility<br />
The Board of Directors is responsible for the preparation and fair presentation of<br />
the consolidated financial statements in accordance with Swiss GAAP FER and<br />
the requirements of Swiss law. This responsibility includes designing, implementing<br />
and maintaining an internal control system relevant to the preparation and fair<br />
presentation of consolidated financial statements that are free from material misstatement,<br />
whether due to fraud or error. The Board of Directors is further re -<br />
sponsible for selecting and applying appropriate accounting policies and making<br />
accounting estimates that are reasonable in the circumstances.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these consolidated financial statements<br />
based on our audit. We conducted our audit in accordance with Swiss<br />
law and Swiss Auditing Standards. Those standards require that we plan and perform<br />
the audit to obtain reasonable assurance whether the consolidated financial<br />
statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the<br />
amounts and disclosures in the consolidated financial statements. The procedures<br />
selected depend on the auditor’s judgment, including the assessment of the risks<br />
of material misstatement of the consolidated financial statements, whether due to<br />
fraud or error. In making those risk assessments, the auditor considers the inter-<br />
nal control system relevant to the entity’s preparation and fair presentation of the<br />
consolidated financial statements in order to design audit procedures that are<br />
appropriate in the circumstances, but not for the purpose of expressing an opinion<br />
on the effectiveness of the entity’s internal control system. An audit also includes<br />
evaluating the appropriateness of the accounting policies used and the reasonableness<br />
of accounting estimates made, as well as evaluating the overall<br />
presentation of the consolidated financial statements. We believe that the audit<br />
evidence we have obtained is sufficient and appropriate to provide a basis for<br />
our audit opinion.
Opinion<br />
In our opinion, the consolidated financial statements for the year ended 31 December<br />
2011 give a true and fair view of the financial position, the results of operations<br />
and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.<br />
<strong>Report</strong> on Other Legal Requirements<br />
We confirm that we meet the legal requirements on licensing according to the<br />
Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA)<br />
and that there are no circumstances incompatible with our independence.<br />
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard<br />
890, we confirm that an internal control system exists, which has been designed<br />
for the preparation of consolidated financial statements according to the instructions<br />
of the Board of Directors.<br />
We recommend that the consolidated financial statements submitted to you be<br />
approved.<br />
KPMG AG<br />
Thomas Schmid Roman Wenk<br />
Licensed Audit Expert<br />
Auditor in Charge<br />
Licensed Audit Expert
86<br />
87<br />
88<br />
94<br />
Financial reporting<br />
<strong>Kardex</strong> AG (Holding)<br />
Income statement <strong>Kardex</strong> AG<br />
Balance sheet <strong>Kardex</strong> AG<br />
Notes to the financial statemens <strong>Kardex</strong> AG<br />
<strong>Report</strong> of the statutory auditor on the financial statements
Financial reporting <strong>Kardex</strong> AG<br />
Income statement<br />
<strong>Kardex</strong> AG<br />
CHF millions Notes 2011 2010<br />
Income from investments 3.2 6.8<br />
Licensing income 7.5 6.9<br />
Financial income 13 15.9 3.2<br />
Other income 4.8 1.9<br />
Total income 31.4 18.8<br />
Administrative expenses 12 – 6.5 – 7.8<br />
Licensing expenses – 0.2 – 0.3<br />
Trademark amortization – – 0.3<br />
Financial expenses 13 – 6.6 – 5.1<br />
Income tax – 0.1 –<br />
Extraordinary expenses 1, 7 – 49.1 –<br />
Total expenses – 62.5 – 13.5<br />
Net result – 31.1 5.3
Balance sheet<br />
<strong>Kardex</strong> AG<br />
CHF millions Notes 31.12.2011 31.12.2010<br />
Property, plant and equipment 8 0.5 –<br />
Loans to Group companies 1, 7 37.4 46.7<br />
Investments 1, 7 172.3 226.5<br />
Non-current assets 210.2 273.2<br />
Receivables from Group companies 22.8 6.6<br />
Prepaid expenses and other short-term receivables 0.3 0.2<br />
Securities 9 – 3.1<br />
Cash and cash equivalents 29.9 32.6<br />
Current assets 53.0 42.5<br />
Assets 263.2 315.7<br />
Share capital 3 85.0 61.9<br />
Reserve from capital contribution 3 73.6 41.2<br />
Unrestricted reserve 20.0 20.0<br />
Reserve for treasury shares 9 0.2 0.8<br />
Retained earnings and release of reserves for treasury shares 1.5 22.4<br />
Result for the period – 31.1 5.3<br />
Equity 149.2 151.6<br />
Non-current financial liabilities 42.8 30.0<br />
Non-current financial liabilities 42.8 30.0<br />
Payables to Group companies 62.3 63.4<br />
Other payables 2.8 8.2<br />
Convertible bond 10 – 55.0<br />
Current portion of non-current financial liabilities 6.1 7.5<br />
Current liabilities 71.2 134.1<br />
Liabilities 114.0 164.1<br />
Equity and liabilities 263.2 315.7
1. Accounting principles<br />
2. Conditional and<br />
authorized capital<br />
Notes to the financial statements <strong>Kardex</strong> AG<br />
Notes to the financial<br />
statements <strong>Kardex</strong> AG<br />
The financial statements of <strong>Kardex</strong> AG comply with the requirements of the Swiss<br />
Code of Obligations.<br />
The accounts of <strong>Kardex</strong> AG are kept in euros as functional currency. As at 31<br />
December, the annual financial statements are translated into Swiss francs. In<br />
contrast with the previous year, <strong>Kardex</strong> AG adopted the closing rate method:<br />
– Assets and liabilities are translated at closing rates (in the previous year shareholdings<br />
and loans to Group companies were translated at historic rates).<br />
– The income statement and movements in equity capital are translated at average<br />
year-end rates (no change).<br />
– Equity capital continues to be translated at historic rates.<br />
– Translation differences are taken to income in accordance with the imparity<br />
principle (provisioning of unrealized gains). The change in treatment as against the<br />
previous year resulted in an unrealized price loss of CHF 45.7 million.<br />
CHF millions 31.12.2011 31.12.2010<br />
Total conditional capital – 9.9<br />
Total authorized capital Value 7.8 –<br />
Units 711 179 –<br />
Conditional capital in the amount of CHF 12.2 million was created at the <strong>Annual</strong><br />
General Meeting of 24 May 2007. As a result of the decrease in the par value<br />
per share from CHF 13.50 to CHF 11.00, the total conditional capital had been reduced<br />
to CHF 9.9 million. The registered shares, which each have a par value<br />
of CHF 11.00, were reserved for conversions of the 2.25 % convertible bond 2007 –<br />
2011. Through the capital increase in September 2011 in the amount of CHF<br />
23.1 million the associated reduction in conditional capital exceeds its total amount<br />
of CHF 9.9 million. The company therefore no longer has conditional capital.<br />
At the General Meeting of 26 April 2011 shareholders approved the creation of<br />
authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par value<br />
of CHF 11.00). Following the capital increase carried out in September 2011 in<br />
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company<br />
only has CHF 7 822 969 (number of shares 711 179) in authorized capital as at<br />
31 December 2011.
3. Capital increase<br />
4. Contingent liabilities<br />
5. Securing of liabilities<br />
6. Liabilities towards<br />
pension funds<br />
7. Subsidiaries and loans<br />
8. Fire insurance for property,<br />
plant and equipment<br />
On 2 September 2011 the Board of Directors conducted a capital increase and issued<br />
2 102 547 registered shares with a par value of CHF 11.00 each, thereby raising<br />
the share capital by CHF 23 128 017 to CHF 85 030 000. A total of 7 730 000 registered<br />
shares are now paid in. 819 897 new registered shares were subscribed by existing<br />
shareholders under the rights offer, while 1 282 650 new registered shares were<br />
acquired under the placement. The new shares were issued at a market value of<br />
CHF 14.50, with existing shareholders experiencing no dilution. The accrued<br />
premium of CHF 5 568 204 was allocated to the reserve from capital contributions.<br />
CHF millions 31.12.2011 31.12.2010<br />
Contingent liabilities in favour of<br />
subsidiaries and third parties 10.1 9.6<br />
Subordinated loans to subsidiaries – 2.3<br />
In view of the group taxation principle, all Swiss companies bear unlimited joint<br />
and several liability for value-added tax (in accordance with Art. 15, par. 1c of<br />
Swiss VAT legislation).<br />
<strong>Kardex</strong> AG has joint responsibility for all liabilities arising from the cash-pooling<br />
agreement.<br />
CHF millions 31.12.2011 31.12.2010<br />
Liabilities towards pension funds 0.1 –<br />
Holdings in subsidiaries of <strong>Kardex</strong> AG are listed on pages 79 to 80 of this report.<br />
Extraordinary expenses include impairment charges of CHF 3.4 million on loans to<br />
subsidiaries.<br />
The fire insurance value of property, plant and equipment of <strong>Kardex</strong> AG amounts<br />
to CHF 0.7 million (2010: CHF 0.1 million).
9. Securities<br />
10. Convertible bonds<br />
11. Significant shareholders<br />
as defined by Art. 663c<br />
of the Swiss Code of<br />
Obligations<br />
12. Administrative expenses<br />
13. Financial expenses<br />
and income<br />
Notes to the financial statements <strong>Kardex</strong> AG<br />
Securities are made up entirely of equity shares.<br />
Treasury shares underwent the following movements:<br />
Number Price per<br />
share in CHF<br />
Total<br />
CHF 1 000<br />
31 December 2007 28 466 61.78 1 759<br />
Purchase 2008 64 184 48.63 3 121<br />
Disposal 2008 – 31 854 54.15 – 1 725<br />
Valuation adjustments – 1 331<br />
31 December 2008 60 796 30.00 1 824<br />
Disposal 2009 – 3 223 49.53 – 160<br />
Par value reduction – 2.50 – 144<br />
Valuation adjustments 406<br />
31 December 2009 57 573 33.45 1 926<br />
Disposal 2010 – 42 209 49.53 – 2 091<br />
Valuation adjustments 630<br />
31 December 2010 15 364 30.30 466<br />
Disposal 2011 – 12 215 49.53 – 605<br />
Valuation adjustments 177<br />
31 December 2011 3 149 11.95 38<br />
No convertible bonds were exchanged for shares in fiscal year 2011. The conversion<br />
period lapsed unused on 22 June 2011. The convertible bond was redeemed on 29<br />
June 2011.<br />
The following shareholders owned more than 3 % of the share capital of CHF 85.0<br />
million as at 31 December:<br />
31.12.2011 31.12.2010<br />
Buru Holding and Philipp Buhofer 22.0 % 20.3 %<br />
Pictet Funds SA – 5.1 %<br />
Stancroft Trust Limited 4.0 % –<br />
CHF millions 2011 2010<br />
Personnel expenses 4.1 4.2<br />
Other expenses 2.4 3.6<br />
Total administrative expenses 6.5 7.8<br />
The price loss of EUR 12.8 million realized in connection with the convertible bond<br />
was netted against the price gain of EUR 13.2 million resulting from currency<br />
hedging (cross currency swap) and recognized in financial income.
14. Compensations and<br />
shareholdings<br />
CHF 1 000<br />
14.1 Compensations<br />
Board of Directors 2011<br />
Board of<br />
Directors<br />
total<br />
Philipp<br />
Buhofer<br />
Chairman<br />
Felix Thöni<br />
(since<br />
2011 AGM)<br />
Leo<br />
Steiner<br />
Dave Schnell<br />
(till<br />
2011 AGM)<br />
Walter T.<br />
Vogel<br />
Martin<br />
Wipfli<br />
Cash payments1 407 111 56 86 34 61 59<br />
Share payments2, 3 Value 120 39 17 20 – 23 21<br />
Payments for work in<br />
Units 10 324 3 4 06 1 437 1 710 – 1 961 1 810<br />
Executive Committee 338 93 245 – – – –<br />
Total 865 243 318 106 34 84 80<br />
CHF 1 000<br />
Board of Directors 2010<br />
Board of<br />
Directors total<br />
Leo Steiner<br />
Chairman<br />
Philipp<br />
Buhofer<br />
Dave<br />
Schnell<br />
Walter T.<br />
Vogel<br />
Martin<br />
Wipfli<br />
Cash payments1 390 127 55 84 65 59<br />
Share payments2, 3 Value 135 50 20 18 26 21<br />
Units 4 854 1 816 701 647 935 755<br />
Total 525 177 75 102 91 80<br />
1 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.<br />
2 Valuation of the shares is based on the average share price for the month preceding the date of distribution (CHF 13.82/share, previous<br />
year CHF 33.12/share). As all shares distributed to members of the Board of Directors are subject to a three-year vesting period, they are<br />
dispensed at 16 % (previous year: 16 %) below the relevant average share price.<br />
3 The fixed minimum portion of the director’s fee drawn in shares is 20 % (previous year: 20 %).<br />
No severance payments, credits or other emoluments of any kind were granted to<br />
members of the Board of Directors or related parties.
CHF 1 000<br />
Notes to the financial statements <strong>Kardex</strong> AG<br />
Executive Committee<br />
2011 2010<br />
Executive<br />
Committee<br />
total 1<br />
Highest<br />
compensation<br />
Jos De Vuyst 2<br />
Executive<br />
Committee<br />
total<br />
Highest<br />
compensation<br />
Jos De Vuyst,<br />
CEO<br />
Cash payments (fixed) 1 703 572 1 523 600<br />
Cash payments (variable) 238 95 337 120<br />
Share payments (variable) 3, 4 Value 83 32 85 30<br />
Units 6 709 2 563 3 372 1 201<br />
Payments in kind5 53 20 59 49<br />
Occupational pension expenses6 356 30 277 37<br />
Severance payments7 751 – – –<br />
Total 3 184 749 2 281 836<br />
1 Payments to executive members of the Board of Directors are included in the payments to the Board of Directors.<br />
2 Jos De Vuyst is heading since 15 February 2011 the <strong>Kardex</strong> Stow Division and was CEO of the Group until 31 May 2011.<br />
3 Distributed shares are priced 16 % (previous year: 16%) below the share price at granting date and are subject to a three-year vesting period.<br />
4 The Executive Committee receives compensation consisting of a fixed base salary plus a variable component. If targets are met, depending<br />
on individual rank, this variable component may be up to 100 % of the fixed base pay. At least 20 % and at most 100 % of the variable<br />
component is paid in shares.<br />
5 Rent and vehicles.<br />
6 Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.<br />
7 In the financial year 2011, two member of the Executive Committee have retired. A severance payment in the amount of CHF 751 465 was<br />
agreed. Furthermore, no credits or other emoluments of any kind were granted to members of the Executive Committee or related parties.<br />
14.2 Shareholdings of members of the Board of Directors, the Executive<br />
Committee and related parties<br />
Related parties and companies comprise family members and individuals or<br />
companies subject to significant influence. All transactions with related parties<br />
and companies are conducted at arm’s length.<br />
Other than payment of compensation and ordinary contributions to the various<br />
pension plans for members of the Board of Directors and Executive Committee, no<br />
significant transactions with related parties and companies have taken place.<br />
Board of Directors<br />
Board of<br />
Directors<br />
Philipp<br />
Buhofer<br />
Chairman 1<br />
Felix Thöni<br />
(since<br />
2011 AGM)<br />
Leo<br />
Steiner<br />
Dave Schnell<br />
(till<br />
2011 AGM)<br />
Walter T.<br />
Vogel<br />
Shares held 31 December 2011 1 770 556 1 702 282 10 333 18 715 10 286 28 940<br />
Martin<br />
Wipfli<br />
Shares held 31 December 2010<br />
Convertible bonds<br />
1 184 413 1 144 049 11 905 3 201 6 264 18 994<br />
31 Dec. 2010 (CHF 1 000) 230 230<br />
1 Including shares held by Buru Holding.
Executive Committee<br />
Executive<br />
Committee1 Gerhard<br />
Mahrle,<br />
CFO<br />
Jens Fankhänel<br />
Head of <strong>Kardex</strong><br />
Remstar Division<br />
(since 6.1.2011)<br />
Jos De Vuyst 2<br />
Hans De Staercke<br />
Head of <strong>Kardex</strong><br />
Stow Division<br />
(until 14.2.2011)<br />
Hans-Jürgen Heitzer<br />
Head of <strong>Kardex</strong><br />
Mlog Division<br />
(since 1.9.2011)<br />
Shares held 31 December 2011 37 56 0 2 291 7 50 0 26 942 827<br />
Stefan Seidl<br />
Head of <strong>Kardex</strong><br />
Mlog Division<br />
(until 31.8.2011)<br />
Shares held 31 December 2010 63 701 1 342 – 25 471 5 111 31 777<br />
1 The shares of the executive Board of Directors are listed on page 92.<br />
2 Jos De Vuyst is heading since 15 February 2011 the <strong>Kardex</strong> Stow Division and was CEO of the Group until 31 May 2011.<br />
15. Risk management<br />
16. Events after the balance<br />
sheet date<br />
Since 1 June 2011 responsibility for management of the Group has been with the<br />
newly created Executive Committee, which is headed by Philipp Buhofer. Felix Thöni<br />
has assumed strategic tasks within the Executive Committee.<br />
As the ultimate parent company of the Group, <strong>Kardex</strong> AG is fully involved in the<br />
Group-wide risk management process.<br />
The Board of Directors and Management introduced a risk assessment mechanism<br />
and risk management process. The risk assessment was based on a companyspecific<br />
risk universe and on information obtained from interviews with division and<br />
Group management. Risks were recorded according to likelihood and potential<br />
financial impact. They were systematically arranged in accordance with the risk<br />
universe and assessed on the basis of criteria derived from key company data.<br />
A detailed plan of action was drawn up to deal with the principal risks. Implementation<br />
of the defined measures is monitored and controlled on a continuous basis.<br />
The Board of Directors performed a thorough review of the documentation drawn<br />
up on the basis of this process.<br />
No events have taken place between 31 December 2011 and 28 March 2012 that<br />
would require an adjustment to the book value of <strong>Kardex</strong> AG’s assets, liabilities or<br />
equity or that are required to be disclosed here.
<strong>Report</strong> of the statutory auditor on the financial statements<br />
<strong>Report</strong> of the<br />
statutory auditor on the<br />
financial statements<br />
To the General Meeting of Shareholders of <strong>Kardex</strong> AG, Zurich<br />
Zurich, 28 March 2012<br />
As statutory auditor, we have audited the accompanying financial statements<br />
of <strong>Kardex</strong> AG, presented on pages 86 to 93, which comprise the income statement,<br />
balance sheet and notes for the year ended 31 December 2011.<br />
Board of Directors’ Responsibility<br />
The board of directors is responsible for the preparation of the financial statements<br />
in accordance with the requirements of Swiss law and the company’s articles<br />
of incorporation. This responsibility includes designing, implementing and maintaining<br />
an internal control system relevant to the preparation of financial statements<br />
that are free from material misstatement, whether due to fraud or error. The<br />
Board of Directors is further responsible for selecting and applying appropriate<br />
accounting policies and making accounting estimates that are reasonable in the<br />
circumstances.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on<br />
our audit. We conducted our audit in accordance with Swiss law and Swiss<br />
Auditing Standards. Those standards require that we plan and perform the audit<br />
to obtain reasonable assurance whether the financial statements are free<br />
from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts<br />
and disclosures in the financial statements. The procedures selected depend on<br />
the auditor’s judgment, including the assessment of the risks of material misstatement<br />
of the financial statements, whether due to fraud or error. In making those<br />
risk assessments, the auditor considers the internal control system relevant to the<br />
entity’s preparation of the financial statements in order to design audit procedures<br />
that are appropriate in the circumstances, but not for the purpose of expressing<br />
an opinion on the effectiveness of the entity’s internal control system. An<br />
audit also includes evaluating the appropriateness of the accounting policies used<br />
and the reasonableness of accounting estimates made, as well as evaluating<br />
the overall presentation of the financial statements. We believe that the audit<br />
evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.
Opinion<br />
In our opinion, the financial statements for the year ended 31 December 2011<br />
comply with Swiss law and the company’s articles of incorporation.<br />
<strong>Report</strong> on Other Legal Requirements<br />
We confirm that we meet the legal requirements on licensing according to the<br />
Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA)<br />
and that there are no circumstances incompatible with our independence.<br />
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard<br />
890, we confirm that an internal control system exists, which has been designed<br />
for the preparation of financial statements according to the instructions of the Board<br />
of Directors.<br />
We recommend that the financial statements submitted to you be approved.<br />
KPMG AG<br />
Thomas Schmid Roman Wenk<br />
Licensed Audit Expert<br />
Auditor in Charge<br />
Licensed Audit Expert
Europe<br />
Group companies, addresses and contacts<br />
Group companies,<br />
addresses and contacts<br />
Austria<br />
<strong>Kardex</strong> Austria GmbH<br />
Puchgasse 1<br />
AT-1220 Vienna<br />
Tel. +43 1 895 87 48<br />
Fax +43 1 895 87 48 20<br />
info.remstar.at@kardex.com<br />
www.kardex-remstar.at<br />
Contact: Susanne Seitz<br />
Belgium<br />
Stow International nv<br />
Industriepark 6B<br />
BE-8587 Spiere-Helkijn /<br />
Avenue du Bois-Jacquet 10<br />
BE-7711 Dottignies<br />
Tel. +32 56 48 11 11<br />
Fax +32 56 48 63 70<br />
info.stow@kardex.com<br />
www.kardex-stow.com<br />
Contact: Jos De Vuyst<br />
Czech Republic<br />
Stow Ceska Republika<br />
s.r.o.<br />
Modletice 141<br />
CZ-251 01 Ričany u Praha<br />
Tel. +420 311 344 300<br />
Fax +420 311 344 310<br />
info.stow.cz@kardex.com<br />
www.kardex-stow.cz<br />
Contact: Petr Švejnoha<br />
France<br />
<strong>Kardex</strong> SASU<br />
ZA la Fontaine du Vaisseau<br />
12, rue Edmond-Michelet<br />
FR-93363 Neuilly-Plaisance<br />
Cedex<br />
Tel. +33 1 49 44 26 26<br />
Fax +33 1 49 44 26 29<br />
info.remstar.fr@kardex.com<br />
www.kardex-remstar.fr<br />
Contact: Olivier Momas<br />
Austria<br />
Stow GmbH Austria<br />
Puchgasse 1<br />
AT-1220 Vienna<br />
Tel. +43 1 897 53 80<br />
Fax +43 1 897 53 80 11<br />
info.stow.at@kardex.com<br />
www.kardex-stow.at<br />
Contact: Rudolf Traxl<br />
Cyprus<br />
<strong>Kardex</strong> Systems Ltd.<br />
Iris House – 8th Floor,<br />
John Kennedy St.<br />
PO Box 53133<br />
CY-3300 Limassol<br />
Tel. +357 25 875 600<br />
Fax +357 25 590 091<br />
info.remstar.cy@kardex.com<br />
www.kardex-remstar.com<br />
Contact: Doros Veresies<br />
Denmark<br />
<strong>Kardex</strong> Danmark AB,<br />
Filial of <strong>Kardex</strong><br />
Scandinavia AB, Sverige<br />
Kærvej 39<br />
DK-5220 Odense SØ<br />
Tel. +45 6612 8224<br />
Fax +45 6614 8224<br />
info.remstar.dk@kardex.com<br />
www.kardex-remstar.dk<br />
Contact: Ole Sverre Spigseth<br />
France<br />
Stow France S.A.S.<br />
Avenue de la Tour Maury<br />
BP 46, ZAC du Fresne<br />
FR-91280 Saint Pierre du<br />
Perray<br />
Tel. +33 169 89 50 50<br />
Fax +33 169 89 04 06<br />
info.stow.fr@kardex.com<br />
www.kardex-stow.fr<br />
Contact: Patrick Hanser<br />
Belgium<br />
S.A. <strong>Kardex</strong> nv<br />
155, rue Saint-Denis<br />
BE-1190 Forest / Brussels<br />
Tel. +32 2 340 10 80<br />
Fax +32 2 340 10 86<br />
info.remstar.be@kardex.com<br />
www.kardex-remstar.be<br />
Contact: Ruud Hoog<br />
Czech Republic<br />
<strong>Kardex</strong> s.r.o.<br />
Petrská 1136 / 12<br />
CZ-110 00 Prague 1<br />
Tel. +420 224 829 361<br />
Fax +420 224 829 376<br />
info.remstar.cz@kardex.com<br />
www.kardex-remstar.cz<br />
Contact: Pavel Kraus<br />
Finland<br />
<strong>Kardex</strong> Finland OY<br />
Piippukatu 11<br />
FI-40100 Jyväskylä<br />
Tel. +358 20 755 82 50<br />
Fax +358 20 755 82 51<br />
info.remstar.fi@kardex.com<br />
www.kardex-remstar.fi<br />
Contact: Jari Kaiho<br />
Germany<br />
<strong>Kardex</strong> Deutschland<br />
GmbH<br />
Megamat-Platz 1<br />
DE-86476 Neuburg / Kammel<br />
Tel. +49 8283 999 0<br />
Fax +49 8283 999 387<br />
info.remstar.de@kardex.com<br />
www.kardex-remstar.de<br />
Contact: Manfred Schleicher
Germany<br />
<strong>Kardex</strong> Produktion<br />
Deutschland GmbH<br />
Megamat-Platz 1<br />
DE-86476 Neuburg / Kammel<br />
Tel. +49 8283 999 0<br />
Fax +49 8283 999 154<br />
info.remstar.de@kardex.com<br />
www.kardex-remstar.de<br />
Contact: Jens Fankhänel<br />
Germany<br />
Mlog Logistics<br />
GmbH<br />
Wilhelm-Maybach-Str.2<br />
DE-74196 Neuenstadt am<br />
Kocher<br />
Tel. +49 7139 4893 0<br />
Fax +49 7139 4893 210<br />
info.mlog.de@kardex.com<br />
www.kardex-mlog.de<br />
Contact: Hans-Jürgen Heitzer<br />
Hungary<br />
<strong>Kardex</strong> Hungaria Kft.<br />
Szabadság út 117<br />
HU-2040 Budaörs<br />
Tel. +36 23 507 150<br />
Fax +36 23 507 152<br />
info.remstar.hu@kardex.com<br />
www.kardex-remstar.hu<br />
Contact: Gyula Konya<br />
Netherlands<br />
<strong>Kardex</strong> Systemen bv<br />
Pompmolenlaan 1<br />
NL-3447 GK Woerden<br />
Tel. +31 348 49 40 40<br />
Fax +31 348 49 40 60<br />
info.remstar.nl@kardex.com<br />
www.kardex-remstar.nl<br />
Contact: Ruud Hoog<br />
Germany<br />
<strong>Kardex</strong> Produktion<br />
Deutschland GmbH<br />
<strong>Kardex</strong>-Platz<br />
DE-76756 Bellheim / Pfalz<br />
Tel. +49 7272 70 90<br />
Fax +49 7272 70 92 92<br />
info.remstar.de@kardex.com<br />
www.kardex-remstar.de<br />
Contact: Jens Fankhänel<br />
Germany<br />
Mlog Logistics<br />
GmbH<br />
Am Hasselbruch 20<br />
DE-32107 Bad Salzuflen<br />
Tel. +49 5208 91331 0<br />
Fax +49 5208 91331 10<br />
info.mlog.de@kardex.com<br />
www.kardex-mlog.de<br />
Contact: Frank Labes<br />
Ireland<br />
<strong>Kardex</strong> Systems Ireland<br />
Ltd.<br />
The Enterprise Centre,<br />
Clondalkin Industrial Estate<br />
IE-Dublin 22<br />
Tel. +353 1 457 22 55<br />
Fax +353 1 457 15 22<br />
info.remstar.ie@kardex.com<br />
www.kardex-remstar.co.uk<br />
Contact: Ruud Hoog<br />
Netherlands<br />
Stow Nederland bv<br />
Minervum 7208b<br />
NL-4817 ZJ Breda<br />
Tel. +31 76 57 98 181<br />
Fax +31 76 57 98 180<br />
info.stow.nl@kardex.com<br />
www.kardex-stow.nl<br />
Contact: Hans van Dijk<br />
Germany<br />
<strong>Kardex</strong> Software<br />
GmbH<br />
Im Bruch 2<br />
DE-76744 Wörth / Rhein<br />
Tel. +49 7271 76 07 70<br />
Fax +49 49 7271 76 07 98<br />
info.remstar.de@kardex.com<br />
www.kardex-remstar.de<br />
Contact: Michael Hehn<br />
Germany<br />
Stow Deutschland<br />
GmbH<br />
Karl-Bosch-Strasse 2<br />
DE-65203 Wiesbaden<br />
Tel. +49 611 26 76 90<br />
Fax +49 611 26 76 979<br />
info.stow.de@kardex.com<br />
www.kardex-stow.de<br />
Contact: Michael Tessun<br />
Italy<br />
<strong>Kardex</strong> Italia S.p.A.<br />
Via Staffora n. 6<br />
IT-20090 Opera (Mi)<br />
Tel. +39 02 57 60 33 41<br />
Fax +39 02 57 60 55 92<br />
info.remstar.it@kardex.com<br />
www.kardex-remstar.it<br />
Contact: Ermanno Acerbi<br />
Norway<br />
<strong>Kardex</strong> Norge AS<br />
Industrieveien 25<br />
NO-2020 Skedsmokorset<br />
Tel. +47 63 94 73 00<br />
Fax +47 63 94 73 01<br />
info.remstar.no@kardex.com<br />
www.kardex-remstar.no<br />
Contact: Ole Sverre Spigseth
Europe<br />
(continued)<br />
Group companies, addresses and contacts<br />
Poland<br />
<strong>Kardex</strong> Polska Sp.z.o.o.<br />
Rzymowskiego 30<br />
PL-02-697 Warsaw<br />
Tel. +48 22 314 69 59<br />
Fax +48 22 314 69 58<br />
info.remstar.pl@kardex.com<br />
www.kardex-remstar.pl<br />
Contact: Pavel Kraus<br />
Switzerland<br />
<strong>Kardex</strong> AG (Holding)<br />
Airgate, Thurgauerstrasse 40<br />
CH-8050 Zurich<br />
Tel. +41 (0)44 419 44 44<br />
Fax +41 (0)44 419 44 18<br />
info@kardex.com<br />
www.kardex.com<br />
Contact: Gerhard Mahrle<br />
Spain<br />
<strong>Kardex</strong> Sistemas S.A.<br />
Av. de Castilla 1, Planta 1a<br />
Oficina 5<br />
ES-28830 San Fernando de<br />
Henares, Madrid<br />
Tel. +34 916 779 369<br />
Fax +34 916 779 298<br />
info.remstar.es@kardex.com<br />
www.kardex-remstar.es<br />
Contact: Daniel Lopez<br />
UK<br />
<strong>Kardex</strong> Systems (UK)<br />
Ltd.<br />
Kestrel House, Falconry Court,<br />
Bakers Lane<br />
GB-Epping CM16 5LL<br />
Tel. +44 8702 422 224<br />
Fax +44 8702 400 420<br />
info.remstar.uk@kardex.com<br />
www.kardex-remstar.co.uk<br />
Contact: Ruud Hoog<br />
Poland<br />
Stow Polska Sp.z.o.o.<br />
ul. Rzymowskiego 30<br />
PL-02-697 Warsaw<br />
Tel. +48 22 647 06 51<br />
Fax +48 22 647 00 67<br />
into.stow.pl@kardex.com<br />
www.kardex-stow.pl<br />
Contact: Marek Sosniak<br />
Switzerland<br />
KRM Service AG<br />
Chriesbaumstrasse 2<br />
CH-8604 Volketswil<br />
Tel. +41 (0)44 947 61 11<br />
Fax +41 (0)44 947 61 61<br />
info.remstar.ch@kardex.com<br />
www.kardex-remstar.ch<br />
Contact: Jens Fankhänel<br />
Spain<br />
Storage Solution Iberica<br />
S.L.<br />
Av. de Castilla 1, Planta 1a<br />
Oficina 5<br />
ES-28830 San Fernando de<br />
Henares, Madrid<br />
Tel. +34 933 730 243<br />
Fax +34 934 735 637<br />
info.remstar.es@kardex.com<br />
www.kardex-remstar.es<br />
Contact: Daniel Lopez<br />
UK<br />
Stow U.K. Co. Ltd.<br />
Unit 7, Copse Farm,<br />
Lancaster Place<br />
South Marston Ind. Est,<br />
Swindon, Wiltshire SN3 4UQ<br />
Tel. +44 845 201 35 40<br />
Fax +44 845 201 35 41<br />
info.stow.uk@kardex.com<br />
www.kardex-stow.uk<br />
Contact: Pauline Wren<br />
Sweden<br />
<strong>Kardex</strong> Scandinavia AB<br />
Johannesfredsvägen 11A<br />
SE-168 69 Bromma<br />
Tel. +46 8 26 85 65<br />
Fax +46 8 25 22 42<br />
info.remstar.se@kardex.com<br />
www.kardex-remstar.se<br />
Contact: Ole Sverre Spigseth<br />
Switzerland<br />
<strong>Kardex</strong> Systems AG<br />
Chriesbaumstrasse 2<br />
CH-8604 Volketswil<br />
Tel. +41 (0)44 947 61 11<br />
Fax +41 (0)44 947 61 61<br />
info.remstar.ch@kardex.com<br />
www.kardex-remstar.ch<br />
Contact: Manfred Schleicher<br />
Turkey<br />
<strong>Kardex</strong> Turkey Storage<br />
Systems LLC<br />
19 Mayis Mah.Inönü Cad<br />
Seylan Is Merkezi No.83/3<br />
TR-34736 Kozyatagi,<br />
Kadikoy/Istanbul<br />
Tel. +90 216 386 8256<br />
Fax +90 216 386 8569<br />
info.remstar.tr@kardex.com<br />
www.kardex-remstar.com.tr<br />
Contact: Makrem Kadachi
America<br />
Asia<br />
Australia<br />
USA<br />
<strong>Kardex</strong> Remstar LLC<br />
41 Eisenhower Drive<br />
US-Westbrook ME 04092-2032<br />
Tel. +1 207 854 1861<br />
Fax +1 207 854 1610<br />
info.remstar.us@kardex.com<br />
www.kardexremstar.com<br />
Contact: Christian Rückerl<br />
China<br />
<strong>Kardex</strong> Logistic System<br />
(Beijing) Ltd.<br />
Unit A2118, Gate 1, Section A1<br />
Zhao Wei Hua Deng Building<br />
14 Jiu Xian Qiao Road<br />
Chao Yang District,<br />
Beijing 100016, P.R. China<br />
Tel. +86 10 84799289<br />
Fax +86 10 847988769<br />
info.remstar.cn@kardex.com<br />
www.kardex-remstar.com.cn<br />
Contact: Jacky Li<br />
Singapore<br />
<strong>Kardex</strong> Far East Pte. Ltd.<br />
141 Middle Road<br />
# 06-02 GSM Building<br />
Singapore 188976<br />
Tel. +65 63 391638<br />
Fax +65 63 396813<br />
info.remstar.sg@kardex.com<br />
www.kardex-remstar.com.cn<br />
Contact: Wayne Bao<br />
Australia<br />
<strong>Kardex</strong> VCA Pty Ltd.<br />
Lot 1, Pearce Street,<br />
Wodonga, Victoria<br />
3690 Australia<br />
Tel. +61 2 6056 1202<br />
Fax +61 2 6056 2422<br />
info.remstar.au@kardex.com<br />
www.kardex-remstar.com<br />
Contact: Julie Sage<br />
USA<br />
<strong>Kardex</strong> Production USA<br />
Inc.<br />
MCDIC Plaza, Building 35<br />
6395 State Route 103 N<br />
Lewistown, PA 17044<br />
Tel. +1 717 248 6000<br />
Fax +1 717 248 8436<br />
info.remstar.us@kardex.com<br />
www.kardex-remstar.com<br />
Contact: Christian Rueckerl<br />
China<br />
Shanghai Stow Storage<br />
Equipment Co. Ltd.<br />
No.1680 ShenLi Road<br />
QingPu Industrial Zone<br />
201700 Shanghai, P.R. China<br />
Tel. +86 21 6922 5600<br />
Fax +86 21 6434 1812<br />
info.stow.cn@kardex.com<br />
www.kardex-stow.com/cn<br />
Contact: Dariusz Pietrzynski<br />
India<br />
<strong>Kardex</strong> India Storage<br />
Solutions Private Ltd.<br />
No. 1003/25, 2nd Floor<br />
59 “C” Cross, 4th “M” Block<br />
Rajajinagar<br />
Bangalore 560 010, India<br />
Tel. +91 80 231 494 01<br />
Fax +91 80 231 493 53<br />
info.remstar.in@kardex.com<br />
www.kardex-remstar.com<br />
Contact: Balaji Srinivasan
Published by<br />
<strong>Kardex</strong> AG, Zurich<br />
Counsel, Text<br />
Dynamics Group AG, Zurich<br />
Idea, Concept, Design<br />
Losego & Renfer, Zurich<br />
Publishing system<br />
ns.publish, Druckerei Feldegg AG,<br />
Schwerzenbach<br />
Printed by<br />
Druckerei Feldegg AG,<br />
Schwerzenbach<br />
Imprint<br />
The Group publishes its <strong>Annual</strong> <strong>Report</strong> in English and German<br />
The German Version is legally binding.<br />
This communication contains statements that constitute “forward-looking state-<br />
ments”. In this communication, such forward-looking statements include, without<br />
limitation, statements relating to our financial condition, results of operations and<br />
business and certain of our strategic plans and objectives. Because these forward-<br />
looking statements are subject to risks and uncertainties, actual future results<br />
may differ materially from those expressed in or implied by the statements. Many of<br />
these risks and uncertainties relate to factors which are beyond <strong>Kardex</strong>’s ability<br />
to control or estimate precisely, such as future market conditions, currency fluctuations,<br />
the behavior of other market participants, the actions of governmental regulators<br />
and other risk factors detailed in <strong>Kardex</strong>’s past and future filings and reports<br />
and in past and future filings, press releases, reports and other information posted<br />
on <strong>Kardex</strong> Group companies’ websites. Readers are cautioned not to put undue reli-<br />
ance on forward-looking statements, which speak only of the date of this commu-<br />
nication. <strong>Kardex</strong> disclaims any intention or obligation to update and revise any<br />
forward-looking statements, whether as a result of new information, future events<br />
or otherwise.
<strong>Kardex</strong> Tool Storage<br />
and Material Handling<br />
Shuttle XP<br />
<strong>Kardex</strong> Remstar<br />
Mezzanine Constructions<br />
<strong>Kardex</strong> Stow<br />
Megamat RS<br />
<strong>Kardex</strong> Remstar<br />
Longspan Racking<br />
<strong>Kardex</strong> Stow<br />
Long Items Racking<br />
<strong>Kardex</strong> Stow<br />
Pallet Live Storage<br />
<strong>Kardex</strong> Stow<br />
Horizontal<br />
<strong>Kardex</strong> Remstar<br />
Longspan Racking<br />
<strong>Kardex</strong> Stow<br />
<strong>Kardex</strong> Warehousing<br />
and Small Parts Storage<br />
Megamat RS<br />
<strong>Kardex</strong> Remstar<br />
Shuttle XP<br />
<strong>Kardex</strong> Remstar<br />
Conveyor<br />
Systems<br />
<strong>Kardex</strong> Mlog<br />
Small Goods<br />
Racking<br />
<strong>Kardex</strong> Stow<br />
Miniload SR<br />
Machines<br />
<strong>Kardex</strong> Mlog
Mobile Shelving<br />
<strong>Kardex</strong> Remstar<br />
Lektriever<br />
<strong>Kardex</strong> Remstar<br />
Times Two<br />
<strong>Kardex</strong> Remstar<br />
<strong>Kardex</strong> High Bay Storage<br />
and Conveyor Systems<br />
Greenfield Installation<br />
<strong>Kardex</strong> Mlog<br />
Pallet Racking<br />
<strong>Kardex</strong> Stow<br />
Pallets SR Machines<br />
<strong>Kardex</strong> Mlog<br />
Monorail<br />
<strong>Kardex</strong> Mlog<br />
Vertical Conveyor<br />
<strong>Kardex</strong> Mlog<br />
Conveyor Systems<br />
<strong>Kardex</strong> Mlog<br />
Small Goods<br />
Racking<br />
<strong>Kardex</strong> Stow<br />
Miniload<br />
SR Machines<br />
<strong>Kardex</strong> Mlog<br />
<strong>Kardex</strong><br />
Office Solutions
<strong>Kardex</strong> Group<br />
Thurgauerstrasse 40<br />
8050 Zurich<br />
Switzerland<br />
phone: +41 (44) 419 44 44<br />
fax: +41 (44) 419 44 18<br />
For detailed<br />
information<br />
www.kardex.com