annual report 2008/09 glattalstrasse 37 ch-8052 zurich tel...
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Annual Report 2008/09Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranorgroup.com
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81
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Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranorgroup.com
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81
1754.indd 21754.indd 2 24.07.2009 10:40:5824.07.2009 10:40:58
Contents
2 Key figures for the Infranor Group
3 Securities of Infranor Inter Ltd.
4 Profile
6 The Financial Year 2008/2009
10 Infranor Division
12 Cybelec Division
15 Corporate Governance
27 Financial Report of the Infranor Group
59 Financial Report of Infranor Inter Ltd.
71 Addresses
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2
Key Figures
Infranor Group Annual Report 2008/2009
Infranor Group
1,000 CHF 04/05 05/06 06/07 07/08 08/09
Sales 60,706 62,731 71,287 75,564 54,050
Change versus previous year as % – 10.5 3.3 13.6 6.0 – 28.5
Gross margin as % of sales 55.5 56.5 56,2 56.8 58.0
EBIT 1,122 4,182 4,530 5,402 – 8,371
Change versus previous year as % – 69.2 272.7 8.3 19.2 – 255.0
as % of sales 1.8 6.7 6.3 7.1 – 15.5
Net profi t/(loss) – 674 1,140 2,202 2,790 – 9,413
Change versus previous year as % – – 93.2 26.7 – 437.4
Return on sales as % – 1.8 3.1 3.7 – 17.4
RONOA (Return On Net Operating Assets) as % 3.8 15.0 15.4 17.0 – 30.0
EVA (Economic Value Added) – 737 1,429 1,119 1,101 – 9,015
Cash fl ow from operating activities 2,213 2,437 680 5,205 3,153
Change versus previous year as % – 27.0 10.1 – 72.1 665.4 – 39.4
as % of sales 3.6 3.9 1.0 6.9 5.8
Free cash fl ow 1,368 93 – 2,059 3,822 732
as % of sales 2.3 0.1 – 2.9 5.1 1.4
Total assets 41,049 41,246 47,565 48,248 40,337
Shareholders’ equity 4,150 5,380 7,728 14,033 2,813
Equity ratio (%) 10.0 13.0 16.2 29.1 7.0
Return on equity (%) – 13.8 23.9 33,6 25.6 – 111.8
Number of employees 283 269 298 299 177
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Infranor Group Annual Report 2008/2009 3
Infranor Inter Securities
Key stock fi gures
04/05 05/06 06/07 07/08 08/09
Number of bearer shares as at 30.4. 640,800 640,800 642,925 775,496 776,996
Share capital as at 30.4. million CHF 12.8 12.8 12.8 15.5 15.5
Dividend per bearer share CHF 0.00 1.00 1.50 2.00 0.00
Payout ratio % – 55.0 43.0 54.8 0.0
Consolidated EBIT per share CHF 1.75 6.53 7.05 6.97 – 10.77
Consolidated earnings per share CHF – 1.07 1.80 3.49 4.00 – 12.30
Consolidated equity per share CHF 6.48 8.40 12.02 18.09 3.62
P / E ratio – 21.7 13.8 11.3 – 2.2
Stock prices
CHF 04/05 05/06 06/07 07/08 08/09
High 50.25 42.50 52.00 51.75 45.00
Low 38.00 31.50 25.30 40.00 20.30
As at 30.4. 42.50 39.00 48.00 45.00 26.95
Market capitalisation
Million CHF 04/05 05/06 06/07 07/08 08/09
As at 30.4. 27.2 25.0 30.9 34.9 20.9
Key fi gures convertible bond
04/05 07/08 06/07 07/08 08/09
Number of bonds at year-end 876,800 876,800 868,300 338,016 332,016
Number of bonds converted
in the course of the year 20,200 0 8,500 530,284 6,000
Prices
High in % 104.50 101.50 120.00 112.00 105.00
Low in % 97.50 97.50 99.00 107.00 92.50
As at 30.4. in % 97.50 101.50 112.00 110.50 98.50
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4
Activities
Infranor, which was established in 1941, has
focused its activities on the automation of
mechanical processes in industry since 1959.
Infranor automation solutions provide quick,
precise individual movements in machines
and overall control of machinery, systems and
equipment used in industrial manufacturing,
the packaging industry, industrial handling,
the process industries for food, chemicals,
pharmaceuticals and textiles, plastic and paper
processing as well as in medical and nuclear
engineering. Thanks to a wide range of experi-
ence in many different application areas,
Infranor is also in a position to take on mar-
kets with new demands at any time. Infranor
sells automation solutions ranging from indi-
vidual components to entire systems that have
been developed and adapted in accordance
with customer requirements. In these applica-
tions, Infranor mainly uses its own servo mo-
tors, electronic systems, controllers and soft-
ware. These components drive, regulate and
control movements, coordinate multiple axes
and control entire machines.
Infranor’s target is to achieve a high level of
value creation by providing applications in for-
ward-looking niche markets that require ex-
tensive know-how, excellent engineering skills
and flexibility for product adaptations.
Core competence
Infranor’s core competence is in intelligent
mechatronics: electronic signals are converted
into controlled movements, and the inter-
action thereof is then coordinated in program-
mable systems. Infranor combines the synergies
of different engineering disciplines with this
mechatronic approach. This core competence
applies to all of the Infranor Group’s activities.
Organisation
The Infranor Group operates on the market
with two divisions – Infranor and Cybelec.
Infranor Division
The Infranor Division forms a worldwide net-
work of independent operational units that
provide customer-specific optimised industrial-
automation solutions. Each local company has
autonomous, extensive problem-solving exper-
tise in the use of individual components and
combinations thereof and for creating entire
systems. The scope of its work includes engi-
neering, the sale of Infranor products and
complementary products and service. The
Infranor Support Centre in Switzerland is
available to them for dealing with complex
problems.
Infranor development and productions units
provide sophisticated, self-developed base prod-
ucts that can be adapted to customer require-
ments. Their components can be systemat-
ically combined with other Infranor products.
With their know-how, they represent a source
of important technical support for the engin-
eering activity.
Infranor – added value with controlled motion
Infranor Group Annual Report 2008/2009 Profile
Profile
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5
Cybelec Division
The Cybelec Division is a world market leader
for the continuous automation of bending
presses based on numeric controllers. Cybelec
has acquired this position by means of a range
of products that covers all aspects of bending
presses. Cybelec is a leader in every product
category – from entry level to mid range and
the high end.
To its customers, Cybelec is a full-range provider
of everything that has to do with bending
presses, with electric drives and electronics.
For the last three years, Cybelec also provides
machine controllers for the machine-tool in-
dustry under the brand name FASTware.
Markets
The Infranor Group supplies manufacturers of
all kinds of production materials. The compa-
ny’s main sales territories are the three pri-
mary geographical markets for automation:
Europe, North America and Asia. The total vol-
ume of these markets for servo motors, ampli-
fiers, regulators, controllers and electronic sys-
tem components is several billion Swiss francs.
Strategy
Both divisions address their customers directly
and specifically via the Internet and technical
exhibitions. Synergies between the two divisions
are actively exploited.
The Infranor Division operates as an industry-
independent specialist for automation solu-
tions. Servo motors with intelligent amplifiers
and supervisory controllers from our own de-
velopment and production are the main prod-
ucts being used.
The Cybelec Division operates as an industry-
related full-range supplier that employs non-
Infranor sales channels.
–
–
–
Both divisions aim to achieve growth that is or-
ganic and also possibly through acquisitions
(should the opportunity arise). The main
focus of the Infranor Division is on increasing
its market share by means of new products
and special application solutions. As well as
increasing its share of the market, the
Cybelec Division seeks to expand inside and
outside the sheet-metal processing industry
and particularly by expanding into related
processes and new niche markets.
Financial targets
The growth strategy of the Infranor Group is
mainly oriented to increasing profits. Under
normal economic conditions, the plan is to
achieve an EBIT margin of more than 10 per
cent in the medium term. The prerequisites
for this are a profitable increase in sales, con-
scientious margin management and careful
monitoring of operating costs.
–
Infranor Group Annual Report 2008/2009 Profile
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6
Instead, Group Management started to estab-
lish a rigorous restructuring programme, which had to be reinforced two times follow-
ing the worsening of the business forecast
through the following months until March
2009. The basic goal was and still is to be prof-
itable again in the forthcoming business year
2009/10. This meant to adapt the structure to
an approximate volume size of 40 million
CHF. In 2007/08 sales were at 75.6 milion
CHF and in the year 2008/09 54.1 million
CHF. The redimensioning had mainly to be
done by focusing on core competence and
main business activities as well as by combin-
ing functions. In addition, making use of the
possibilities of government supported reduc-
tion of working hours and of salary reductions
was applied in all companies, where ever this
was feasible and possible. In addition, a
number of Group companies were eliminated
by merger or liquidation. In the reports on the
divisions, which follow hereafter, the measures
taken within the divisions are described in
more details. The new dimensions and struc-
ture of the Group called also for adaptations at
the Group Management level. The task of the
so far two CEOs, each one responsible for one
division, was, for cost reasons, concentrated on
one person, which is Dr Jean-Pierre van
Griethuysen. As from 1 June, 2009 the until
then active Chairman of the Board will have
passed his task over to the Vice-Chairman
Nicolas Eichenberger, who is also Chairman of
the main shareholder Perrot Duval. He steps in
as new Chairman and Delegate of the Board of
Directors. The total Group Management staff
will be reduced from eight to four. Steps are
being taken to concentrate the main corporate
functions as well as the logistics side of Infranor
Switzerland in Yverdon-les-Bains in the premises
of Cybelec. The offices in Coppet will be closed
by the end of July 2009.
The 2008/2009 Financial Year
Infranor Group Annual Report 2007/2008 Financial Year 2008/2009
An unexpectedly heavy downturn
In the early part of the business year it was not
obvious that Infranor would be confronted with
an exceptionally strong downturn. Group Man-
agement was very intensly occupied with the re-
alisation of the announced strategy of
expansion. Very promising acquisition negoti-
ations took place with companies, which are
operating either in the fields of the Cybelec
Division or of the Infranor Division. At the
same time, extensive talks were kept to prepare
the financing of the planned acquisitions. The
IT-Migration project was going in its conceptu-
alising phase with the evaluation of a software
system, which could be used by the whole
Infranor Group. The projects on Infranor
Branding and Infranor Website were pushed
ahead. At the beginning of the third quarter it
became apparent that industry, specifically pro-
duction equipment, had to take a much heavier
hit by an economic downturn than was ex-
pected. Infranor as the provider of automation
solutions to such industry was caught together
with its customers like passengers in a roller-
coaster car starting to slide down the hill. That
downhill ride flattened out only in the last
months of the business year.
Implementation of a restructuring programme
Sales and order intake from May to August
were almost at the level and the rhythm of the
previous year. September was especially in the
Infranor Division slightly weaker than normal,
but October made it obvious for both divisions
that most of the Infranor customers were run-
ning into serious sales problems, which had a
direct impact on the sales and order intake of
the Group companies. All above mentioned
acquisition-projects were suspended.
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7
Also the subordinated shareholder's loan of
1.0 million CHF as well as provisions of 4 mil-
lion CHF for restructuring costs strengthened
the passive side, though diminished by 3.3
million CHF less of accounts payable and 1.9
million CHF less of accruals and deferred in-
come, and 1.1 million less tax provision. Total
shareholders’ equity goes down to 2.8 million
CHF (previous year 14.0 million CHF) or 7.0
per cent (previous year 29.1 per cent). How-
ever, together with the convertible bond and
the CDO the company has an economic
equity of 37.9 per cent.
Infranor securities
Bearer shares
At the beginning of the 2008/09 financial
year, the price was 45.00 CHF. During the
course of the year it declined to a low of
20.30 CHF and finished at 26.95 CHF.
Subordinated loan
The price at the beginning of the financial
year was 110.5 per cent and at the end of the
year 98.5 per cent. Concerning the bonds,
6’000 were converted into 1’500 shares.
Board of Directors and General Assembly
During the reporting year there were no
changes in the Board of Directors. In the
current year 2009/10 Martin Bölsterli has
given his resignation as Chairman and board
member as per end of May 2009. The Vice-
Chairman Nicolas Eichenberger has been
assigned as new Chairman and Delegate of the
Board of Directors.
Financial impacts of the restructuring
The overall costs burden the income state-
ment with 5.0 million CHF. In order to save-
guard the existing bank credits, Infranor
Group came to a standstill agreement with its
major Swiss banks for the next 14 months. In
addition the major shareholder issued a subor-
dinated loan of 1 million CHF.
Comments on financial results
The total sales of 54.1 million CHF (75.6) are
composed of the Infranor Division share of 64
per cent and the Cybelec Divison share of 36
per cent, which is practically the same relation
as last year. The gross margin increased to 58.0
per cent (56.2). This helped together with re-
duced operational costs in all cost categories,
to soften the impact of the
dramatic collapse of sales to an operational
loss of 4.1 million CHF before taxes. Including
restructuring costs and the impact of an unfa-
vorable exchange rate, the net loss amounts to
9.4 million CHF.
Reduced balances in trade accounts receivable
and inventory combined with higher trade ac-
counts payable and other current liabilities
still helped to create a positive cash flow from
operating activities.
Consolidated balance sheet
In spite of a cash position increased by 3.8
million CHF and 1.4 million CHF fixed assets,
the total assets could be lowered to 40.3 mil-
lion CHF (previous year 48.3 million CHF).
This is a consequence of lowered trade ac-
counts receivable and inventories. On the
liability and equity side the overall bank loans
increased by 5.0 million CHF.
Infranor Group Annual Report 2007/2008 Financial Year 2008/2009
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8
Thank you
The thanks of the Board of Directors and its
Chairman go to all employees who have
worked determinedly in the Group over the
past twelve months to overcome all the hurdles
which came up in connection with this actual
economic crisis. To safeguard the overall com-
pany many of them have had to leave their
company for which they always worked with
great enthusiasm, identification and devotion.
We greatly regret that these steps had to be
taken and express our sincere hope that each
person finds a new and satisfying future in his
professional life.
Of course, our thanks also go to all other
stakeholders in and around the Infranor
Group for their understanding and helpful
cooperation.
Martin Bölsterli
Chairman of the Board
(until 31 May, 2009)
Infranor Group Annual Report 2008/2009 Financial Year 2008/2009
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9Infranor Group Annual Report 2008/2009 Outlook 2008/2009
Positive impact of the new structure
After the restructuring, redimensioning and
the provisions made in the balance sheet on
30 April, 2009, Infranor feels very optimistic
for the coming new business year. The estab-
lished structures will allow operations with a
relatively low level of sales to remain on the
profitable side. The potential to increase sales
remains and would immediately bring signifi-
cant cash flow and net results.
Markets still reluctant
Nevertheless the order intake is presently still
very weak. But we believe that the cautiously
positive outlook for USA and China will have
some impact on the incoming order flow.
Already sales in the average of two thirds of
2008/09 would bring the Group acceptable
profitability. The Infranor Group expects to
have at least a break-even situation at the end
of April 2010.
Stable financial situation
The economic equity will be kept at its level
with the redemption of the subordinated con-
vertible bond by a new subordinated financing
structure.
Flexible response capabilities
The new Group Management has high respect
for the present unsettled situation in the real
economy. It will watch development closely in
order to be able to take early steps to adapt to
any changes on either side. The main struc-
tures are working and there are interesting
new products ready to be used in the market,
products which bring advantages to the cus-
tomers on the technical as well as on the
economic side. Infranor is ready to react to
any trend, especially to a possible new upturn.
Nicolas Eichenberger
Chairman and Delegate
of the Board of Directors
(from 1 June, 2009)
Outlook for 2009/2010
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10Infranor Group Annual Report 2008/2009 Infranor Division
Companies where foreseeable cash drains
could not be stopped had to be removed,
except where there was a strategic importance
like the Chinese Infranor company, which is in
process of being established.
Activities
The Infranor Division consists of the classic
Infranor activities, i.e. the whole choice of
products and services of an industry-independ-
ent drive specialist. The Infranor engineering
companies and departments serve their local
markets and use the base products that are de-
veloped and manufactured within the division.
These are servo motors from Infranor-Mavilor
in Spain and servo-amplifiers and controllers
from Infranor in France. For specific needs
Infranor also offers their customers solutions
consisting of products from other sources. Out-
side the geographic markets served by Infranor
directly, the Infranor products are offered in
collaboration with representatives worldwide.
In November 2008 the management of the
division was passed over to the newly hired
CEO Rainer Isenrich. However, this was al-
ready midst in the downturn of sales and or-
ders. The new CEO was immediately involved
in establishing restructuring programmes and
was replaced by the new Group CEO Jean-
Pierre van Griethuysen on 1 June, 2009.
Infranor Division with adapted dimensionsInfranor Division had its specific guidelines to
reach the target to at least break even in the
next coming business year 2009/10. The main
focus was on reducing personnel costs in
administration by combining forces in each
country wherever possible into one company,
and by integrating smaller sales companies
into larger ones. The strength of the sales
force had to be maintained or even increased,
the product support had to be ensured, prod-
uct development was concentrated strictly on
core future products in one location per tech-
nology, and the production capacities had to
be adapted to the expected lower volume.
–
Infranor Division
Segment Report
Segment Infranor1,000 CHF 08/09 07/08
Order intake 31,829 47,935
Change versus previous year
as % – 33.6 %
Orders on hand 5,494 8,866
Change versus previous year
as % – 38.0 %
Net sales 34,680 47,743
Change versus previous year
as % – 27.4 %
EBITDA – 5,552 4,211
as % of net sales – 16.0 % 8.8 %
EBIT – 6,435 3,207
as % of net sales – 18.6 % 6.7 %
Average number
of employees 122 211
Net assets 347 8,636
Gross investments 2,504 2,242
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11Infranor Group Annual Report 2008/2009 Infranor Division
The outcome of this restructuring process can
be seen in the reduction of the number of
companies (from sixteen to nine). This in-
cludes the divestment of the American drive
manufacturer Automotion, Inc. in Ann Arbor,
MI, by selling the assets, and the closure of the
MESA activity in Berlin through a merger with
Infranor GmbH, Hanau. The reduction of per-
sonnel amounts to 89 from 211 to 122.
Sales of the Infranor Division have decreased
from 47.7 million CHF to 34.7 million CHF or
by 27.4 per cent compared to last year. As or-
der intake was even weaker, the division made
part of its sales turnover in reducing backlog
by 38 per cent over the year. The decrease was
felt in all geographic markets except USA, but
was especially strong in France, the Nether-
lands and Germany. The latter suffered
strongly under the almost non-existence of or-
ders from their main customer in the textile
machinery field.
The operating result (EBIT) with minus 6.4
million CHF includes the restructuring costs
of 4.7 million CHF of which 4.3 million CHF
are provisions for restructuring cash outflows
in 2009/10. Foreign exchange losses of 0.7
million CHF are booked after EBIT under fi-
nancial expenses.
The main marketing event for the division in
this year was the introduction of the new
motor range “XtraforsPrime” at the MOTEK
exhibition in Stuttgart in autumn 2008. This
product has some definite advantages over
the competitive market. Its introduction has
already opened several new customer doors.
Another important step in marketing was the
strengthening of the market presence by re-
stricting the brand appearance to three main
brands: Infranor, Cybelec and Infranor Group.
As a sub-brand or heritage brand Infranor-
Mavilor will be kept for the Spanish servo mo-
tors. As a consequence a single integrated web-
site for the whole Group was designed and put
online at the end of April 2009.
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12Infranor Group Annual Report 2008/2009 Cybelec Division
Cybelec Division
In the second semester 2008/09 the Cybelec
Division had to undergo a severe restructuring
programme.
Activities
The Cybelec Division is an industry-specific
full-range supplier with a leading position in
special industries. In the segment of bending
presses, Cybelec has clearly further improved
its position as the global leader for press-brake
controls during the last 12 months. The
strength of the company is the development
of leading-edge products, as well as the ability
for short-term adaptation of its product range
to new market demands from the high end
segment to the larger volume entry versions of
numerical controls. This enabled good sustain-
ability in decreasing market demand. How-
ever, being focused on a very small market
niche, which was hit strongly by the economic
downturn, where 40 – 60 per cent of drop in
sales for its customers were the rule, Cybelec
had to take strong action to react to the vol-
ume reduction during the reporting year and
the year to come.
It proved to be helpful that Cybelec had
started diversifiying into demanding digital
controls business for the machine-tool indus-
try. Although also that segment was strongly
hit by the economy drop, it still provides possi-
bilities to enlarge the order volume and to
maintain occupation of the workforce.
Segment Cybelec1,000 CHF 08/09 07/08
Order intake 15,519 26,903
Change versus previous year
as % – 42.3 %
Orders on hand 1,603 5,536
Change versus previous year
as % – 71.0 %
Net sales 19,370 27,821
Change versus previous year
as % – 30.4 %
EBITDA 72 3,679
as % of net sales 0.4 % 13.2 %
EBIT – 461 3,237
as % of net sales – 2.4 % 11.6 %
Average number
of employees 52 81
Net assets 4,248 8,975
Gross investments 254 544
Segment Report
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13Infranor Group Annual Report 2008/2009 Cybelec Division
Cybelec Division focused on core activity
As Cybelec is a very development-oriented
company, and as it has less production person-
nel because of a strong outsourcing philoso-
phy, the guidelines in the Cybelec Division for
the restructuring actions were to focus on
promising development projects to reinforce
and prolong the core business activity of press
brake and machine tool controls.
Administration and logistics had to be adapted
to the expected lower output. The personnel
reduction amounts to 29 from 81 to 52.
Financial comments
Sales of the Cybelec Division have decreased
from the previous year by 30.4 per cent down
to 19.4 million CHF. Order intake over the
year was lower than sales. Consequently, sales
of the division were strongly fed out of back-
log, which decreased by 3.9 million CHF. The
operating result (EBIT) with minus 0.5 million
CHF was affected with restructuring costs by
0.3 million CHF. This is a provision for restruc-
turing cash-out in 2009/10. Compared to the
previous year, it also includes the impact of
unfavorable foreign exchange rates of 0.5 mil-
lion CHF.
Postitive Market Outlook
In spite of the slump in business activity
Cybelec has successfully launched its new
product line for high-end press-brake controls
“VisiTouch” at the world largest show for fabri-
cating equipment EuroBlech in Hanover in
fall 2008. This introduction lays the ground
for the many new customer projects, studying
new releases of press-brake generations.
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Corporate Governance
16 Group Structure and Major Shareholders
17 Capital Structure
18 Board of Directors
22 Group Management
23 Compensations, Shareholdings and Loans
24 Shareholder's Participation
24 Changes of Control and Defense Measures
24 Auditors
25 Information Policy
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16Infranor Group Annual Report 2008/2009 Corporate Governance
the Local Caps segment of the SIX Swiss Ex-
change under security number 724910, Tele-
kurs und Swissquote: INI, Thomson Reuters:
INI.S. Based on the 2008/09 year-end price of
26.95 CHF, the market capitalisation as of
30 April, 2009, was 20.9 million CHF.
Registered office:
Infranor Inter Ltd
Glatttalstrasse 37
Postfach, CH-8052 Zurich
Tel. +41 (0)44 307 45 00
Fax +41 (0)24 447 02 71
www.infranorgroup.com
Group Management office:
Infranor Holding SA
Rue des Uttins 27
CH-1401 Yverdon-les-Bains
Tel. +41 (0)24 447 02 70
Fax +41 (0)24 447 02 71
1.2 Key shareholders
As of 30 April, 2009, Perrot Duval Holding SA,
Geneva, which is listed on the SIX Swiss Ex-
change, held 78.1 per cent (previous year to-
gether with its investment company Bleu-In-
dim SA: 78.7 per cent) of the shares of
Infranor Inter Ltd.
The Board of Directors is unaware of any
other shareholders holding more than 3 per
cent of the share capital.
1.3 Cross-shareholdings
There are no cross-shareholdings.
1. Group structure and major shareholders
The chapter on corporate governance shows
how Infranor Inter Ltd has organised manage-
ment and control functions within the Group.
The corporate governance disclosures are fully
compliant with the SIX Swiss Exchange direc-
tives on information relating to corporate gov-
ernance.
1.1 Group structure
The Infranor Group is divided into two div-
isions. The Infranor Division operates as an
industry-independent drive specialist, particu-
larly in the general servo and drive technology
area. These products are used by manufactur-
ers of machinery and equipment in many dif-
ferent industries. The Cybelec Division is a
complete provider of electrical equipment that
has to do with bending presses, with electric
drives and electronics. The company also sup-
plies controls for the machine-tool industry
and general machine automation.
The companies are also divided into two divi-
sions from a legal standpoint. The companies
in the Infranor Division are gathered under
the subholding Infranor Holding SA in Yver-
don-les-Bains, Switzerland, and the companies
in the Cybelec Division are gathered under the
Cybelec SA headquarters in Yverdon-les-Bains,
Switzerland. As a company that is quoted on
the stock exchange, Infranor Inter AG owns
100 per cent of Infranor Holding SA and
Cybelec SA.
The rest of the information concerning direct
investments and their subsidiaries can be
found on page 34. Infranor Inter Ltd does not
have any holdings in listed companies.
Infranor Inter AG bearer shares are traded on
Corporate Governance
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17Infranor Group Annual Report 2008/2009 Corporate Governance
In the past year, 6,000 bonds were converted
into 1,500 shares, thereby increasing the com-
pany’s share capital by 30,000 CHF (previous
year: conversion of 530,284 bonds).
Details of the change in consolidated share-
holder equity over the last three business years
can be found in the statement of changes in
equity in the Consolidated Annual Financial
Statements on page 31.
In the last four business years, the following
capital increases were recorded in the Com-
mercial Register as a result of conversion of
bonds into new shares:
Date of Cumulative New
entry in conversion total
commercial Increase from bond share
Register in CHF during capital
23.08.2004 15,000 2003/04 12,715,000
25.08.2005 101,000 2004/05 12,816,000
13.07.2007 42,500 2006/07 12,858,500
30.07.2008 2,651,420 2007/08 15,509,920
The share capital increase will be recorded in
the Commercial Register in July 2009 on the
basis of the conversions in the 2008/09 finan-
cial year of 30,000 CHF.
2.4 Shares and participation certificates
As of 30 April, 2009, Infranor Inter AG exclu-
sively had a total of 776,996 bearer shares,
each with a par value of 20 CHF, giving a total
of 15,539,920 CHF.
Of these, 11,110 are treasury shares that
Infranor Inter Ltd holds to cover an existing
option plan that is no longer maintained. The
remaining shares are not subject to any restric-
tions on voting rights.
2. Capital structure
2.1 Share capital
The capitalisation amounts to 15.5 million
CHF divided into 776,996 bearer shares with a
par value of 20 CHF. With the exception of
treasury shares, all shares issued by the com-
pany are entitled to dividend payments. The
share capital is fully paid in.
As of 30 April, 2009, the Infranor Group
owned 11,110 (previous year: 11,110) treasury
shares, which are not entitled to dividends
when paid out.
2.2 Authorised and conditional capital
At the Annual Shareholders’ Meeting of
Infranor Inter Ltd held on 31 October, 2002, a
motion was passed to raise conditional capital
of no more than 6,350,000 CHF, consisting of
no more than 317,500 bearer shares, each with
a par value of 20 CHF. According to article 5a
of the Articles of Association, the company’s
share capital may be increased through the ex-
ercise of options or conversion rights that have
been granted in connection with bonds or
loans of the company or one of its subsidiar-
ies. These shares are excluded from the share-
holders' subscription rights. As of 30 April,
2009, there was still conditional share capital
of 3,510,080 CHF after conversion of bonds.
2.3 Changes in capitalas at 30 April 2009 2008 2007
Share capital 15,539,920 15,509,920 12,858,500
Legal reserve 4,665,420 4,485,420 1,707,500
Treasury
shares 467,128 467,128 467,128
Unappropr-
iated net
result – 1,245,510 3,955,878 5,757,532
Total 19,426,958 24,418,346 20,790,660
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18Infranor Group Annual Report 2008/2009 Corporate Governance
2.5 Profit-sharing certificates
There are no profit-sharing certificates.
2.6 Limitations on transferability and nominee registrations
There are no restrictions of any kind applic-
able to the transfer or ownership of Infranor
Inter Ltd bearer shares.
2.7 Convertible bonds and options
Convertible bonds
On 18 December, 2002, the company issued a
subordinated convertible bond of a maximum
of 12.7 million CHF, carrying a 5 per cent cou-
pon. Four bonds, each with a par value of
10 CHF, may be converted into one new
bearer share of 20 CHF between 16 June,
2003, and 11 December, 2009, or up to ten cal-
endar days prior to early redemption of the
convertible bond. The convertible bonds have
been traded over the counter at Bondpartners
SA, Lausanne, since 18 March, 2003. Share-
holders subscribed for 9.0 million CHF of the
convertible bond issue. The listing of the max-
imum of 317,500 new bearer shares on the Lo-
cal Caps segment of the SIX Swiss Exchange
was approved on 16 June, 2003. After 18 De-
cember, 2007, Infranor can redeem the bonds
early at any time, subject to 30 calendar days
notice, at the par value plus accrued interest.
Options
There are no negotiable options. The existing
option plan (no longer maintained) for the
departing chairman consists of the right to buy
options on bearer shares in Infranor Inter AG.
The options are pledged in shares from the
treasury shares. Details of this employee op-
tion plan can be found on page 42 and under
Point 21.5 on page 52.
3. Board of Directors
3.1 Members of the Board of Directors
The Board of Directors consists of two execu-
tive and two non-executive members. The two
non-executive members have never held an
executive position within the Infranor Group.
Neither do they have a significant business re-
lationship with the Group.
3.2 Other activities and vested interests
Mr Nicolas Eichenberger is the Chairman of
the Board of Directors of Perrot Duval Hol-
ding SA, Geneva. The other members of the
Board of Directors do not perform any other
activities and have no vested interests that
would be of significance for the Infranor
Group and are not mentioned in the overview
on page 66.
Corporate Governance
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19Infranor Group Annual Report 2008/2009 Corporate Governance
Executive Members of the Board of Directors
Martin Bölsterli (1942),
citizen of Baden and Winterthur,
residing in Ennetbaden (CH)
Executive Chairman of the
Board of Directors from 1 May, 2008
to 31 May, 2009
Vice-President and Delegate of the
Board of Directors from 1 May, 1998
until 30 April, 2008
Member of the Board of directors
since 1991
Resigned as of 31 May, 2009
Martin Bölsterli graduated in mechanical engineering from ETH and
has an extensive knowledge of business administration. During
the course of his career prior to joining Infranor, he held senior man-
agement positions at large mechanical engineering companies in
Switzerland and abroad, namely Maag Zahnräder AG, Bühler-Uzwil
and Heberlein. He is also a member of the board of directors in
other, unlisted companies.
Francesc Cruellas (1947),
Spanish citizen, residing
in Tiana (Barcelona/E)
Member since 1987
Elected until 30 April 2011
Francesc Cruellas studied mechanical engineering at the Technical
University of Catalonia (Barcelona). He was already employed by
Mavilor Motors SA (E) before the company was taken over by Infranor
in 1979. He previously held a senior management position at a food
company in Spain. Francesc Cruellas sits on the board of directors
in other, unlisted companies.
Non-executive Members of the Board of Directors
Dr Richard Müller (1949),
citizen of Lenzburg, in Oberlunkhofen
(CH)
Attorney-at-law
Member since 1992
Elected until 30 April 2011
Richard Müller is a graduate of the University of Zurich with a PhD
in law. He worked as an attorney-at-law in Zurich from 1987 until
he moved to Zug in 1994. He is a member of the board of directors
of several unlisted companies. He was previously a legal adviser
to banks and industrial enterprises.
Nicolas Eichenberger (1958),
citizen of Geneva and Trub, residing
in Mies (CH)
Chairman and Delegate of the Board
of Directors since 1 June, 2009
Vice President since 1 May, 2008
Chairman of the Board of Directors
from May 1, 1999 until 30 April, 2008
Member of the Board of Directors
since 1992
Elected until 30 April 2011
Nicolas Eichenberger trained in law and holds a chemistry
degree (lic.chem.). Between 1992 and 1998, he was Chief Executive
Officer of Infranor Inter AG. Since 1989, he has also worked
for other Perrot Duval Group companies. He was previously em-
ployed by Sapal in Lausanne. Nicolas Eichenberger is Chief
Executive Officer of Perrot Duval Holding SA and since 1 May, 2008
he is Chairman of the board of directors. He is a member of the
board of directors in other, unlisted companies.
François Jaquier (1962),
citizen of Villars-le-Comte (CH),
in Monaco (MC)
Independent investment adviser
Member since 2001
Elected until 30 April 2011
François Jaquier graduated in law from the University of Lausanne.
He worked for Credit Suisse Group as head of its San Francisco
office for four years and in Monaco for a further four years. He has
been an independent investment adviser since 2001. He sits on
the board of directors at other, unlisted companies.
Honorary Chairman
Maurice Eichenberger (1922),
citizen of Geneva and Trub (CH),
residing in Monaco (MC)
Maurice Eichenberger was Chairman of the Board of Perrot Duval
Holding SA until 1990 and until 1992 board member of Infranor Inter
AG. In 1992 he has been appointed Honorary Chairman of
Infranor Inter AG.
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20Infranor Group Annual Report 2008/2009 Corporate Governance
The Compensation Committee of the Board of
Directors consists of Richard Müller and
François Jaquier. Up to 31 May, 2009, Martin
Bölsterli was also a member of the Committee.
The Compensation Committee makes sugges-
tions concerning the compensation paid to
the Executive Members of the Board of Direc-
tors, Group Management, and the General
Managers of the Group companies on behalf
of the Board as a whole, which approves them.
The Compensation Committee had two half-
day meetings during the 2008/09 financial
year.
The Audit Committee of the Board of Direc-
tors consisted of Martin Bölsterli and Nicolas
Eichenberger during 2008/09 and held five
half-day meetings during 2008/09. Together
with the CFO, this committee checks all of the
relevant facts concerning financial planning,
finance controlling, adherence to laws and leg-
islation and monitors the Group-wide internal
control systems (ICS) on behalf of the Board
of Directors as a whole. The committee also
carries out an audit meeting with the Group
auditor and discusses his suggestions for im-
provements. Due to the resignation of Martin
Bölsterli, the Board of Directors decided dur-
ing its meeting of 9 July, 2009, to dissolve the
Audit Committee and to transfer its duties and
responsabilities back to the Board of Directors.
3.6 Powers and responsibilities
The responsibility for everyday business is
delegated to the CEO, who is responsible for
the organisation of Group Management and
the divisions.
3.3 Cross-involvement
Mr Nicolas Eichenberger is Chairman of the
Board of Directors of Perrot Duval Holding
SA, Geneva. There is no other cross-involve-
ment among the boards of directors of listed
companies.
3.4 Elections and terms of office
The Annual Shareholders’ Meeting elects the
Members of the Board of Directors for a term
of three years. The term of office is the rele-
vant financial year (May to April). Members
may be re-elected. All Members of the Board
of Directors are elected until the end of the
2010/11 financial year. There are no limita-
tions to the term of office. Martin Bölsterli
resigned as Chairman and from the Board of
Directors as of 1 June, 2009.
3.5 Internal organisation structure and committees
The Board of Directors constitutes itself from
its own Members and elects the Chairman, the
Vice Chairman and the Secretary, who does
not have to be a member of the Board of Dir-
ectors. Mr Martin Bölsterli resigned as Execu-
tive Chairman and Member of the Board as of
31 May, 2009. The Board elected Mr Nicolas
Eichenberger as new Executive Chairman as of
1 June, 2009.
The Board of Directors is responsible for de-
fining the Group’s strategy. It also checks the
company’s basic plans and targets and also
identifies external risks and opportunities.
The Board of Directors has a quorum if at
least half of its Members are present. It passes
its resolutions with the majority of the votes
cast. In the event of a tied vote, the Chairman
has the casting vote. During the 2008/09 busi-
ness year, the Board of Directors had five one-
day meetings.
Corporate Governance
1201.indd 201201.indd 20 17.07.2009 17:02:1617.07.2009 17:02:16
21Infranor Group Annual Report 2008/2009 Corporate Governance
the Group auditor as well as the local auditors
is evaluated by the CEO and the CFO on be-
half of the Audit Committee.
A comprehensive central internal control sys-
tem (ICS) with an internet-based multilingual
software program support has been imple-
mented by the group as of the beginning of
last year. However, due to the fact that in the
second semester the focus of the management
was to restructure the group and to adapt the
size of group to the actual business volume,
the ICS could not be adapted simultaneously.
As a consequence, the local companies hadn't
followed the foreseen ICS procedures as ex-
pected. In the meantime, the system has been
adjusted to the new processes and the struc-
tures as well as the responsiblities have be real-
located among the remaining staff, in order to
be able to comply fully with the internal guide-
lines and with Swiss law. The group manage-
ment reports quarterly to the Board of Direc-
tors, which reviews the ICS concept at yearly
intervals with regard to identifying, evaluating
and remedying risks associated with business
activities and adapts it to new requirements as
necessary.
The detailed competencies and responsibil-
ities of the Board of Directors and the regula-
tion of powers and responsibilities between the
Board of Directors and Group Management
are recorded in the bylaws, which were revised
per 1 January, 2009. These can be inspected at
the company headquarters.
3.7 Information and control instruments relat-ing to Group Management
Group Management notifies the Board of Dir-
ectors about business affairs on a regular basis.
The management reporting on behalf of the
Board of Directors consists of monthly reports
about sales, incoming orders and the volume
of outstanding orders of all Group units in a
consolidated report. At quarterly intervals the
Board of Directors receives the units’ quarterly
accounts and the consolidated Group ac-
counts (income statement, balance sheet and
cash flow, overview of key figures and changes
to these figures). These quarterly reports con-
tain a rolling forecast including values from
the previous year and budgeted values. Signifi-
cant items are always reported immediately. Fi-
nancial reporting is a fixed constituent of the
meetings of the Board of Directors. Deviations
are discussed and measures may be initiated as
a result.
As well as the statutory auditors, the CFO or
Group Controller works on behalf of the
Board of Directors to check for adherence to
Group guidelines and regulations, and the
suitability of the control instruments and the
procedures within individual Group compa-
nies. Every year, the Group auditor defines the
main risk-related auditing items. The work of
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22Infranor Group Annual Report 2008/2009 Corporate Governance
Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH)
Chairman and Delegate since1 June, 2009
Personal details on page 19.
Dr Jean-Pierre van Griethuysen
(1956), citizen of Sonvilier (BE), residingin St-Sulpice (Switzerland)
CEO since 1 June, 2009CTO since October 2008CEO Cybelec Divisoon since 2000
Jean-Pierre van Griethuysen earned a degree in mechanical engin-eering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and completed his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies SA in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec SA he was technical manager at SIP (Société Genevoise d'Instruments de Physique) in Geneva.
Pius Bernet (1957), citizen of Egolzwil, residing in Egolzwil (CH)CFO since 2002
Pius Bernet completed basic business training in banking and holdsdegrees in business economics and accountancy. He has held senior financial positions at Mövenpick and Swissair Group and served as CFO at Schweiter, Motorola Schweiz and most recently at the EMEA/ ASIA division of K-Tron International (USA). He sits on the board of directors of one unlisted company.
Martin Bölsterli (1942),
citizen of Baden and Winterthur,
residing in Ennetbaden (CH)
Executive Chairman of the
Board of Directors since 1 May, 2008
Vice-President of the Board of
Directors and CEO from 1 May, 1998
until 30 April, 2008
Elected until 30 April, 2011
Resigned as of 31 May, 2009
Personal details on page 19.
Rainer Isenrich (1960),citizen of Wuppenau (TG)residing in Muttenz (CH),
CEO Infranor Division from November 2008 untilMay 2009
Rainer Isenrich has a degree in electronic engineer from ETH, and a Master of Science in CIM ans MIS from Georgia Institute of Technol-ogy, Atlanta, USA. He worked for Georg Fischer AG for 15 years, more recently as Head of the Segment Automaton. Before joining Infranor, he was CEO of Multi-Contact AG, Allschwil, for three years. Due to the downsizing of the Group, Mr Isenrich stepped back as CEO Infranor Division in May 2009.
Francesc Cruellas (1949)Senior Vice-President of Motors and Mechanical Components from 1987 until October 2008
Personal details on page 19.Francesc Cruellas was replaced in the Group Management byRainer Isenrich in November 2008.
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4. Group Management
4.1 Members of Group Management
Corporate Governance
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23Infranor Group Annual Report 2008/2009 Corporate Governance
services provided by Martin Bölsterli as the
Delegate and Chairman of the Board of Dir-
ectors of the Infranor Group and associated
administrative work. Services that were
charged for during 2008/09 amounted to a
total of 548,300 CHF (previous year: 537,940
CHF).
5. Compensation, shareholdings and loans
5.1 Content and method of determining compensation
The Board of Directors makes decisions about
compensation given to the Board of Directors
and Group Management on an annual basis in
accordance with the recommendations of the
Compensation Committee of the Board of Dir-
ectors (see also general explanations concern-
ing the Compensation Committee on page
20). The compensation of the non-executive
Members of the Board of Directors comprises
a fixed fee and a fixed flat-rate expense allow-
ance. The compensation of the executive
Members of the Board of Directors is included
in the compensation they receive as Members
of Group Management. Compensation paid to
executive Members of the Board of Directors
and other Members of Group Management is
based on a fixed component and a variable
performance-related component. The variable
component of the overall payments is primar-
ily oriented towards Group profits before tax
as well as partially on previously defined indi-
vidual performance targets. All remuneration
is paid in cash. The option plan for Martin
Bölsterli expired on 30 April, 2007, and was
not renewed.
4.2 Other activities and vested interests
The Members of Group Management do not
carry out any activities other than those men-
tioned in the overview and have no vested
interests that would be of significance for the
Infranor Group.
4.3 Management contracts
The two Group companies ISA Management
SA and Infranor Holding SA had a manage-
ment contract in place with Perrot Duval
Management SA, Coppet until the end of
April 2009. As of 1 May, 2009, a new manage-
ment contract was agreed between Infranor
Inter Ltd and Perrot Duval Management SA.
The core element of these management con-
tracts was the compensation for the services
provided by Nicolas Eichenberger as an execu-
tive member of the Board of Directors, as well
as for advisory work performed by other Mem-
bers of the Board of Directors of Perrot Duval
Holding SA. Perrot Duval Management SA
charged 448,666 CHF for management ser-
vices in the reporting year (previous year:
498,500 CHF). On the other hand, the same
company was billed for services by ISA Man-
agement SA in the amount of 39,000 CHF
(previous year: CHF 33,500). These manage-
ment contracts were agreed to at typical mar-
ket conditions according to a time and materi-
als basis for an indeterminate period.
However, the contracts can be terminated at
annual intervals.
The company 'Martin Bölsterli, dipl. Ing ETH',
located in Zug, had a management contract
with Infranor Holding SA, Yverdon-les-Bains,
formerly ISA Management SA, Coppet until
30 June, 2009. The core element of this man-
agement contract is the compensation for the
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24Infranor Group Annual Report 2008/2009 Corporate Governance
5.2 Compensation paid to Members of the Board of Directors and Group Management
This information is shown in the Appendix to
the Financial Statements of Infranor Inter AG
on page 66 in accordance with article 663b bis.
Swiss Code of Obligations.
6. Shareholders participation
6.1 Restrictions on voting rights and voting by proxy
The company’s Articles of Association do not
contain any restrictions applicable to voting
rights or restrictions with regards to voting by
proxy.
6.2 Statutory quorums
The quorums stipulated in the Articles of As-
sociation for resolutions carried at the Annual
Shareholders’ Meeting are in line with legal
quorums (article 703 et seq. Swiss Code of Ob-
ligations).
6.3 Convocation of the Annual Shareholders Meeting and placing items on the agenda
The Annual Shareholders’ Meeting is called by
the Board of Directors or by the governing
bodies and persons designated by law in ac-
cordance with legal and statutory require-
ments. One or more shareholders who to-
gether represent at least 10 per cent of the
share capital may request that a Shareholders’
Meeting be called or an item be placed on the
agenda. In addition, shareholders whose
shares represent a par value of 1.0 million
CHF may also request that an item be added
to the agenda.
6.4 Entry in the share register
Since only bearer shares have been issued,
there is no share register.
7. Changes of control and defence measures
7.1 Obligation to submit an offer
A party acquiring shares in the company is not
obliged to submit a public purchase offer (opt-
ing out) pursuant to articles 32 and 52 of the
Federal Act on Stock Exchanges and Securities
Trading (article 6a, Articles of Association).
7.2 Change of control clauses
There are no clauses on changes of control
benefiting the Board of Directors, Group
Management and other key personnel.
8. Auditors
8.1 Duration of the audit mandate and dur-ation of the appointment of the lead auditor
Deloitte AG, Zurich, has been the Infranor
Group’s auditor since 2003/04; Martin Welser
as lead auditor, was responsible for the man-
date for the first time for the 2007/08 finan-
cial year.
The auditor for Infranor Inter AG was also
Deloitte AG, Zurich, for the first time in
2007/08. Martin Welser is also the lead auditor
since the 2007/08 financial year.
The auditor is chosen for a period of one year
in each case.
Corporate Governance
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25Infranor Group Annual Report 2008/2009 Corporate Governance
8.2 Auditing fees
The worldwide auditing fees of Group auditor
Deloitte AG were 209,928 CHF (previous year:
207,124 CHF) for the 2008/09 financial year.
The remaining foreign audit companies
charged 130,572 CHF (previous year:
90,038 CHF).
8.3 Additional fees
No additional fees were paid to the Group
auditor Deloitte AG in 2008/09 (none in the
previous year).
8.4 Supervisory and control instruments pertaining to the audit
The Audit Committee is responsible for evalu-
ating the external audit. The committee draws
up an audit report on behalf of the Board of
Directors. At least one meeting between the
external auditor and the Audit Committee
takes place at annual intervals. The main find-
ings for each company (management letters)
and the consolidated statement, which are
summarised in the audit report, are discussed
in depth at these meetings. The auditor also
shows the checking that has been carried out
(audit, review) for each company and the cur-
rent developments in the IFRS (International
Financial Reporting Standards), and the ef-
fects thereof on the consolidated financial
statements of the Infranor Group.
9. Information policy
We provide shareholders, financial analysts
and financial journalists with clear and trans-
parent information by means of our Annual
Report and half-year report as well as person-
ally at the Annual Shareholders Meeting.
Media and shareholders known to the com-
pany are directly provided with figures and
comments every quarter. Orientation to cur-
rent events takes place using media informa-
tion. The Infranor website (www.infranor-
group.com) contains a special section called
“For Investors”.
Infranor Inter Ltd reports on events that may
affect the share price in accordance with arti-
cle 72 of the Listing Rules of the SIX Swiss Ex-
change regarding ad-hoc disclosures.
Contact
Personally available to answer questions:
Nicolas Eichenberger
Chairman of the Board of Directors
Tel. +41 (0)24 447 02 80
Key dates
10 September, 2009
2008/09 Annual Shareholders Meeting
15 December, 2009
Half-yearly report 2008/09
16 July, 2010
2009/10 results
9 September, 2010
2009/10 Annual Shareholders Meeting
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1179.indd 261179.indd 26 17.07.2009 17:04:2117.07.2009 17:04:21
Infranor Group Financial Report
28 Consolidated Balance Sheet
29 Consolidated Income Statement
30 Consolidated Cash Flow Statement
31 Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
32 Segment Report
33 Other Disclosures
56 Report of the Statutory Auditor
1179.indd 271179.indd 27 17.07.2009 17:04:2117.07.2009 17:04:21
28Infranor Group Financial Report 2008/2009
Consolidated Balance Sheets
1,000 CHF Note 30.04.09 % 30.04.08 %
Assets
Current assets
Cash 4 7,552 18.7 3,817 7.9
Other fi nancial assets (current) 4 28 0.1 69 0.2
Trade accounts receivable 5 8,902 22.1 18,013 37.3
Other receivables 6 961 2.4 1,480 3.1
Inventories 7 9,912 24.6 13,650 28.3
Prepaid expenses and other assets 1,035 2.6 687 1.4
Total current assets 28,390 70.4 37,716 78.2
Non-current assets
Financial assets (non-current) 33 0.1 21 0.0
Property, plant and equipment 8 6,584 16.3 6,283 13.0
Intangible assets 9 2,921 7.2 2,505 5.2
Deferred tax assets 10 2,409 6.0 1,723 3.6
Total non-current assets 11,947 29.6 10,532 21.8
Total assets 40,337 100.0 48,248 100.0
Liabilities
Current liabilities
Current fi nancial liabilities 11.1 10,147 25.2 5,129 10.6
Subordinated convertible bond 11.2 3,300 8.2 0 0
Trade accounts payable 12 3,789 9.4 7,080 14.7
Other current liabilities 13 1,156 2.9 920 1.9
Accruals and deferred income 14 3,179 7.9 5,121 10.6
Short-term provisions 15 5,081 12.6 1,047 2.2
Income tax due 65 0.1 1,222 2.5
Total current liabilities 26,717 66.3 20,519 42.5
Non-current liabilities
Non-current fi nancial liabilities 11.3 843 2.1 1,123 2.3
Subordinated convertible bond 2002 – 09 11.2 0 0.0 3,329 6.9
Subordinated shareholder’s loan 11.6 1,000 2.5 0 0.0
Subordinated CDO 2006 – 13 11.5 8,166 20.2 8,136 16.9
Long-term provisions 16 620 1.5 621 1.3
Deferred tax liabilities 10 178 0.4 487 1.0
Total non-current liabilities 10,807 26.7 13,696 28.4
Total liabilities 37,524 93.0 34,215 70.9
Shareholders’ equity
Share capital 18 15,539 38.5 15,509 32.1
Reserves resulting from acquisitions – 5,683 – 14.1 – 5,713 – 11.8
Retained earnings 2,679 6.6 1,418 2.9
Treasury shares – 222 – 0.6 – 222 – 0.5
Currency translation differences – 87 – 0.2 251 0.5
Profi t/(loss) for the year – 9,413 – 23.3 2,790 5.8
Total shareholders’ equity 2,813 7.0 14,033 29.1
Total liabilities and shareholders’ equity 40,337 100.0 48,248 100.0
1179.indd 281179.indd 28 17.07.2009 17:04:2117.07.2009 17:04:21
29Infranor Group Financial Report 2008/2009
Consolidated Income Statements
1,000 CHF Note 08/09 % 07/08 %
Net sales 1, 19, 20 54,050 100.0 75,564 100.0
Material Costs of goods sold – 19,588 – 36.2 – 31,469 – 41.6
Change in inventories – 3,127 – 5.8 – 1,209 – 1.6
Gross margin 31,335 58.0 42,886 56.8
Personnel costs 21 – 23,493 – 43.5 – 25,283 – 33.5
General and administrative costs 22 – 3,082 – 5.7 – 3,390 – 4.5
Sales costs 23 – 1,856 – 3.4 – 2,183 – 2.9
Other operating expenses 24 – 10,515 – 19.5 – 5,849 – 7.7
Other operating income 25 859 1.6 791 1.0
Total operating expenses – 38,087 – 70.5 – 35,914 – 47.6
Earnings before interest, tax, depreciation
and amortisation (EBITDA) – 6,752 – 12.5 6,972 9.2
Depreciation and amortisation 26 – 1,619 – 3.0 – 1,570 – 2.1
Earnings before interest and tax (EBIT) – 8,371 – 15.5 5,402 7.1
Financial income 33 0.1 114 0.2
Financial expenses – 2,156 – 4.0 – 1,823 – 2.4
Financial result 27 – 2,123 – 3.9 – 1,709 – 2.2
Loss / profi t before taxes – 10,494 – 19.4 3,693 4.9
Taxes 10 1,081 2.0 – 903 – 1.2
Net loss / profi t – 9,413 – 17.4 2,790 3.7
Undiluted earnings per share in CHF 28 – 12.30 4.00
Diluted earnings per share in CHF 28 – 12.30 3.64
1179.indd 291179.indd 29 17.07.2009 17:04:2217.07.2009 17:04:22
30Infranor Group Financial Report 2008/2009
Consolidated Cash Flow Statements
1,000 CHF Note 08/09 07/08
(Indirect method with cash and cash equivalents)
Cash fl ow from operating activities
Net loss / profi t before income taxes & fi nancial result (EBIT) – 8,371 5,401
Depreciation / amortisation of fi xed assets 26 1,619 1,570
Write-downs and provisions 4,728 442
Interest received 33 163
Interest paid – 1,427 – 1,705
Income taxes paid – 1,289 – 697
Cash fl ow before change in net current assets – 4,707 5,174
Change in trade accounts receivables 9,425 – 1,088
Change in inventories 3,120 1,021
Change in other current assets 207 65
Change in trade
accounts payables – 3,277 – 1,303
Change in other current liabilities – 1,615 1,336
Cash fl ow from operating activities 3,153 5,205
Cash fl ow from investing activities
Disinvestments / investments of fi nancial assets 29 1,249
Investments in property, plant and equipment – 1,446 – 1,711
Disposal of property, plant and equipment 182 29
Investments in intangible assets 9 – 1,186 – 950
Cash fl ow from investing activities – 2,421 – 1,383
Free cash fl ow 732 3,822
Cash fl ow from fi nancing activities
Increase / Decrease in current fi nancial liabilities 4,056 – 1,051
Increase / Decrease in non-current fi nancial liabilites 792 – 737
Change in leases obligations – 405 – 422
Payment of dividends – 1,529 – 948
Cash fl ow from fi nancing activities 2,914 – 3,158
Currency translation differences on cash 89 – 46
Change in cash 3,735 618
Cash at the beginning of the year 4 3,817 3,199
Cash at the end of the year 4 7,552 3,817
Change in cash 3,735 618
1179.indd 301179.indd 30 17.07.2009 17:04:2217.07.2009 17:04:22
31Infranor Group Financial Report 2008/2009
Consolidated Statements of Changes in Equity
Defi nition of the components of equity:
The share capital is the share capital of the parent company,
Infranor Inter AG.
Reserves from acquisitions comprise the goodwill from company
acquisitions that was taken directly to equity in the past as well
as premiums from capital increases.
Retained earnings reserves comprise profi ts retained in Group
companies.
–
–
–
1,000 CHF Share Reserves Retained Treasury Currency Total
capital acquisitions earnings shares translation shareholders’
differences equity
As at 30.4.07 12,858 – 8,364 2,366 – 222 1,090 7,728
Net currency translation differences – 839 – 839
Net profi t 2,790 2,790
Total recognised income and expenses 0 0 2,790 0 – 839 1,951
Treasury shares 0 0
Increase in capital due to convertible bond 2,651 2,651 5,302
Option plan 0
Dividend – 948 – 948
Total transactions with shareholders 2,651 2,651 – 948 0 0 4,354
As at 30.4.08 15,509 – 5,713 4,208 – 222 251 14,033
Net currency translation differences – 338 – 338
Net loss – 9,413 – 9,413
Total recognised income and expenses 0 0 – 9,413 0 – 338 – 9,751
Treasury shares 0 0
Increase in capital due to convertible bond 30 30 60
Option plan 0
Dividend – 1,529 – 1,529
Total transactions with shareholders 30 30 – 1,529 0 0 – 1,469
As at 30.4.09 15,539 – 5,683 – 6,734 – 222 – 87 2,813
The item Treasury shares comprises the Infranor Inter AG shares
acquired on the market at par value. The difference between par
value and market value is charged to retained earnings.
Currency translation differences comprise all currency-translation
differences arising from the currency conversions of foreign
Group entities.
–
–
1179.indd 311179.indd 31 17.07.2009 17:04:2217.07.2009 17:04:22
32Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
1. Segment report
The Group has split its business activities between the two
segments Infranor Division and Cybelec Division. Additional
notes in this regard can be found on page 4 and 12 in the Report
section and on page 16 in the Corporate Governance section. The
segments also correspond to the legal structure and the internal
reporting structure (management approach). General Group
costs that cannot be assigned are shown separately. Transactions
between the segments are conducted at arm’s length.
1.1 Segment report by division 1,000 CHF Infranor Division Cybelec Division Others Total Group
08/09 07/08 08/09 07/08 08/09 07/08 08/09 07/08
Order intake 31,829 47,935 15,519 26,903 47,348 74,838
Change versus previous year as % – 33.6 % – 42.3 % – 36.7 % – 4.4 %
Orders on hand 5,494 8,866 1,603 5,536 7,097 14,402
Change versus previous year as % – 38.0 % – 71.0 % – 50.7 % – 7.6 %
Net sales 34,680 47,743 19,370 27,821 54,050 75,564
between divisions 259 208 451 596 – 710 – 804 0 0
Change versus previous year as % – 27.4 % – 30.4 % – 28.5 % 6.0 %
Operating expenses – 40,232 – 43,532 – 19,298 – 24,142 – 1,272 – 918 – 60,802 – 68,592
EBITDA – 5,552 4,211 72 3,679 – 1,272 – 918 – 6,752 6,972
as % of sales – 16.0 % 8.8 % 0.4 % 13.2 % – 12.5 % 9.2 %
Depreciation – 883 – 1,004 – 533 – 442 – 203 – 124 – 1,619 – 1,570
EBIT – 6,435 3,207 – 461 3,237 – 1,475 – 1,042 – 8,371 5,402
as % of sales – 18.6 % 6.7 % – 2.4 % 11.6 % – 15.5 % 7.1 %
Financial result – 2,123 – 1,709
Income taxes 1,081 – 903
Net loss / profi t – 9,413 2,790
Number of employees 122 211 52 81 3 7 177 299
EBIT / employee (1,000 CHF) – 53 15 – 9 40 – 492 – 149 – 47 18
Total assets 26,876 31,038 12,603 16,843 858 367 40,337 48,248
Total liabilities – 26,529 – 22,402 – 8,355 – 7,868 – 2,640 – 3,945 – 37,524 – 34,215
Net assets 347 8,636 4,248 8,975 – 1,782 – 3,578 2,813 14,033
Investments in property, plant and
equipment 1,447 1,869 233 389 32 150 1,712 2,408
Investments in intangible assets 1,057 373 21 155 108 422 1,186 950
Total investments 2,504 2,242 254 544 140 572 2,898 3,358
Depreciation of property
plant and equipment – 656 – 830 – 220 – 165 – 46 – 130 – 922 – 1,125
Amortisation of
intangible assets – 227 – 174 – 313 – 277 – 157 6 – 697 – 445
Total depreciation and amortisation – 883 – 1,004 – 533 – 442 – 203 – 124 – 1,619 – 1,570
1.2. Segment report by region1,000 CHF Net sales
08/09 07/08
Europe / Middle East / Africa 43,222 62,645
North and South America 5,488 6,528
Asia / Pacifi c 5,340 6,391
Total 54,050 75,564
1179.indd 321179.indd 32 17.07.2009 17:04:2317.07.2009 17:04:23
33Infranor Group Financial Report 2008/2009
2. Consolidation principles and accounting policies
GeneralThe Group’s principal business is the automation industry. The
parent company, Infranor Inter Ltd, has its headquarters in Zurich
(Switzerland). The business activities of the Infranor Group
mainly consist of the development, production and global sales
of high-quality automation components and solutions. The Group
earns more than half of its revenue in the EU.
Registered offi ce:
Infranor Inter Ltd
Glattalstrasse 37 (since 1 Aug, 2009)
P.O. Box
CH-8052 Zurich
Tel. +41 (0) 44 307 45 00
Fax +41 (0) 24 447 02 71
www.infranorgroup.com
Basis of preparation The fi nancial statements of the Infranor Group were prepared in
accordance with International Financial Reporting Standards
(IFRS), on the historical cost basis unless the following account-
ing policies state otherwise. In addition, the consolidated fi nan-
cial statements comply with the requirements of Swiss law.
The annual fi nancial statements are presented in Swiss francs
(1,000 CHF). However, the majority of the Group’s transactions
are conducted in euros.
Adoption of new and revised standardsThe Infranor Group has implemented all new and changed IFRS/
IAS standards and interpretations in effect during the year under
review, namely:
IFRIC 12 Service Concession Arrangements
IFRIC 14 The Limit of a Defi ned Benefi t Asset, Minimum Fund-
ing Requirements and their Interaction
The above-mentioned standards and interpretations did not have
a signifi cant impact on the Group’s consolidated fi nancial state-
ments, nor they did lead to additional disclosures. IFRS 8, Operat-
ing Segments, was already adopted in previous yearly fi nancial
statements.
At the date of authorisation of these consolidated fi nancial
statements, the following IFRS/IAS standards and interpretations
were in issue but not yet effective:
IAS 1 Financial statement presentation (revised)
(effective 1 January, 2009)
IAS 23 Borrowing costs (revised)
(effective 1 January, 2009)
IFRS 2 Share-based payment (revised)
(effective 1 January, 2009)
IFRS 3 Business combinations (revised)
(effective 1 July, 2009)
–
–
–
–
–
–
IAS 27 Consolidated and separate individual
statements (revised)
(effective 1 July, 2009)
Improvements to IFRS 2008 and 2009
(effective 1 January, 2009, 1 July, 2009 or 1 January,
2010)
IFRIC 13 Customer Loyalty Programme
(effective 1 July, 2008)
IFRIC 15 Agreements for the Construction of Real
Estate
(effective 1 January, 2009)
IFRIC 16 Hedges of a Net Investment in a Foreign
Operation
(effective 1 October, 2008)
IFRIC 17 Distributions of Non-cash Assets to Owners
(effective 1 July, 2009)
IFRIC 18 Transfer of assets from customers
(effective on or after 1 July, 2009)
IFRS 2 Amendments related to group cash-settled share-
based payment transactions
(effective 1 January, 2010)
IFRS 7 Amendments for enhancing disclosures
about fair value and liquidity risk
(effective 1 January, 2009)
IAS 32 Amendments for puttable instruments and
obligations arising on liquidation
(effective 1 January, 2009)
IAS 39 Amendments for a) embedded derivatives on
reclassifi cations of fi nancial assets
and b) for eligible hedged items
It is management’s opinion that the adoption of these IFRS/IAS
standards and interpretations in this fi nancial year will not signifi -
cantly infl uence the Group’s consolidated fi nancial statements of
future periods.
Basis of consolidation The consolidated fi nancial statements – consisting of the balance
sheet, income statement, cash fl ow statement, statement of
changes in equity, and notes – are based on the annual fi nancial
statements of the companies within the scope of consolidation,
in accordance with International Financial Reporting Standards
(IFRS) by applying uniform Group-wide accounting policies.
–
–
–
–
–
–
–
–
–
–
–
1179.indd 331179.indd 33 17.07.2009 17:04:2317.07.2009 17:04:23
34Infranor Group Financial Report 2008/2009
Consolidation principlesThe consolidated fi nancial statements of the Infranor Group
cover all entities that are controlled by Infranor Inter Ltd., which
normally is the case when the group holds directly or indirectly
more than 50 per cent of the voting rights. Newly acquired
companies are consolidated from the date of their acquisition.
The results of companies that have been sold are recognised
until the date of sale. Companies in which the Group holds more
than 20 per cent but not more than 50 per cent of the voting
rights are accounted for under the equity method, whereby the
investment is initially recognised at cost and adjusted thereafter
for the changes in the investor’s share of net assets of the inves-
tee.
Entities controlled by the Group are consolidated by applying the
purchase method. The assets and liabilities of newly acquired
companies are recognised at fair value at the time of acquisition.
All transactions and balances between the consolidated compan-
ies are eliminated on consolidation. Intragroup profi ts generated
from internal transactions are eliminated.
Group companies Note Purpose8) Share capital Participation Year
listed by place of jurisdiction founded
Infranor Inter Ltd, CH-Zurich 1 F CHF 15,539,920 n / a 1987
Infranor Holding S.A., CH-Yverdon-les-Bains 2 F, S CHF 9,120,000 100 % 1941
Infranor AG, CH-Zurich 3 E CHF 450,000 100 % 2005
Infranor S.A.S., FR-Lourdes 4 E, P EUR 1,741,299 100 % 2005
Infranor GmbH, DE-Hanau 5 E, P EUR 400,000 100 % 1968
Infranor, Inc., USA-Wilmington, MA 6 E USD 1,620 100 % 1982
Infranor Motion Control Technology (Shanghai) Co. Ltd,
CN-Shanghai 7 E CNY 1,478,975 100 % 2009
Mavilor Motors S.A., ES-Sta. Perpetua de Mogoda P EUR 135,000 100 % 1973
Infranor Spain S.L.U., ES-Badalona E EUR 150,000 100 % 2006
Infranor Ltd., UK-Crainleigh E GBP 200,000 100 % 1983
Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100 % 1970
Cybelec S.r.l., IT-Cinisello Balsamo E EUR 100,000 100 % 2004
Cybelec Numerical Control Technology
(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100 % 2006
1) The share capital increased by 0, 03 million CHF to 15,54 million CHF during
2008/09 due to conversion of bonds.
2) The share capital increased by 4.12 million CHF from 5,0 million CHF to 9,12 million
CHF during 2008/09 due to conversion of loans from Infranor Inter Ltd.
Infranor Holding S.A. absorbed as of March 31, 2009 ISA Management S.A. and ISA
Innovation S.A.
3) Infranor Asia Ltd, Zurich, absorbed Infranor S.A., Coppet as of April 30, 2009 and
changed its name to Infranor AG.
4) Infranor Electronics S.A.S, Lourdes, absorbed Infranor S.A.S. Linas-Paris as of May
1, 2008 and changed its name to Infranor S.A.S.
Notes to the Consolidated Financial Statements
Companies included in the consolidation Various disposals of group companies by merger within the
group took place during 2008/09. Some companies within the
Infranor Division were legally reorganised in the second semes-
ter of 2008/09 in accordance with the announced restructuring
plans. There were no changes in the Cybelec Division.
The following companies were fully consolidated as of 30 April,
2009:
Additionally, it absorbed also Violet-Indim Sarl, Lourdes as of January 31, 2009.
5) Infranor GmbH, Hanau, absorbed Mesa Automation GmbH, Berlin as of January 31,
2009 and has bought the business of Infranor B.V. Oud-Beijerland / Holland
6) Infranor Holdings USA, Inc., absorbed Automotion Inc. and Infranor, Inc. as of April
30, 2009 and changed its name to Infranor Inc.
7) Infranor Motion Control (Shanghai) Co. Ltd was founded in January 2009 and has
taken over the distribution in China from Infranor Asia Ltd, Zurich.
8) E = Engineering and sales
P = Production, development and sales
F = Finance
S = Service
1179.indd 341179.indd 34 17.07.2009 17:04:2317.07.2009 17:04:23
35Infranor Group Financial Report 2008/2009
Risk managementRisk management takes place within the Infranor Group in
accordance with the principles and guidelines laid down by the
management. These regulate the protection against market risks
(exchange rates, interests), credit risks and liquidity risks. These
risks are further discussed below. There are also guidelines for
managing liquid assets and obtaining loans. Risk management is
aimed at minimising potentially negative effects of the fi nancial
situation.
The Board of Directors is responsible for monitoring the Group’s
internal management systems, which can manage but not elimin-
ate all business risks. These systems offer adequate but not total
protection against errors and losses. Group Management is
responsible for identifying and assessing signifi cant risks for
each Group company. In addition to adopting quantitative ap-
proaches and formal guidelines – which represent just one
element of a comprehensive approach to risk management
– Group Management attaches importance to building up and
maintaining a suitable risk-management culture.
The Group’s risk policy also includes protecting against risks
through comprehensive and effi cient insurance cover as well as
through Infranor’s broad spread of customers across various
sectors of industry and geographical regions.
A comprehensive central internal control system (ICS) with an
internet-based multilingual software program support has been
implemented by the Group as of the beginning of last year.
However, due to the fact that in the second semester the focus of
the management was to restructure the Group and to adapt the
size of the Group to the actual business volume, the ICS could
not be adapted simultaneously. As a consequence, the local
companies had not followed the revised ICS procedures as
expected. In the meantime, the system has been adjusted to the
new processes, and the structure, as well as the responsibilities
have had to be reallocated among the remaining staff in order to
be able to comply fully with the internal guidelines and with
Swiss law. The Group Management reports quarterly to the Audit
Committee. The Audit Committee reviews the ICS concept at
yearly intervals with regard to identifying, evaluating and reme-
dying risks associated with business activities and adapts it to
new requirements as necessary.
Financial instrumentsThe fi nancial instruments used are recognised using trade date
accounting. Derivative fi nancial instruments are stated in the
balance sheet at fair value in accordance with IAS 39. The Group
occasionally uses forward exchange contracts. Forward exchange
transactions are entered into for the purpose of hedging a current
contract or an amount due from a customer in a foreign currency
(fair value hedge). In this case, each of the changes in the fair
value of the hedging instrument and the hedged item are taken
to income, bearing in mind deferred taxes, and the fair values are
stated on the balance sheet with the hedged item. Ultimately, the
changes in the fair value of the hedging instrument and the
hedged item offset each other on the income statement.
The classifi cation of the fi nancial instruments is described in the
following note. Financial instruments include in particular bank
deposits, trade accounts receivable and payable, and interest-
bearing liabilities. The majority are denominated in Swiss francs
and euros. The carrying amount of bank deposits, trade accounts
receivable and payable approximate their fair value.
The fair value of the subordinated fi nancial instruments was
calculated as follows:
The convertible bond was valued at the last market price at the
balance sheet date. The collateralised debt obligation and the
shareholder’s loan were discounted using 1.5 per cent for the
current and for the previous year.
1179.indd 351179.indd 35 17.07.2009 17:04:2317.07.2009 17:04:23
36Infranor Group Financial Report 2008/2009
Financial instrumentsFinancial assets
Category
Fair value Cash, Carrying value Fair value
The fi nancial assets of the Group consist of the through loans and
following classes: profi t and loss receivables
1,000 CHF
30th April 2009
Cash 7,552 7,552 7,552
Other fi nancial assets (current) 28 29 28
Trade accounts receivable 8,902 8,902 8,902
Other receivables 923 923 923
Financial assets (non-current) 33 33 33
Total 30th April 2009 17,438 17,439 17,438
30th April 2008
Cash 3,817 3,817 3,817
Other fi nancial assets (current) 55 14 69 69
Trade accounts receivable 18,013 18,013 18,013
Other receivables 1,444 1,444 1,444
Financial assets (non-current) 22 22 22
Total 30th April 2008 55 23,310 23,365 23,365
Financial liabilities
Category
Fair value Amortised Carrying value Fair value
The fi nancial liabilities of the Group consist of the through cost
following classes: profi t and loss
1,000 CHF
30th April 2009
Current fi nancial liabilities 10,147 10,147 10,147
Trade accounts payable 3,789 3,789 3,789
Other current liabilities 1,156 1,156 1,156
Accruals (note 14) 2,752 2,752 2,752
Non-current fi nancial liabilities 843 843 843
Shareholder’s loan 2009 – 12 1,000 1,000 1,000
Subordinated convertible bond 2002 – 09 3,300 3,300 3,250
Subordinated CDO 2006 – 13 8,166 8,166 7,831
Total 30th April 2009 31,153 31,153 31,268
30th April 2008
Current fi nancial liabilities 2 5,127 5,129 5,129
Trade accounts payable 7,080 7,080 7,080
Other current liabilities 803 803 803
Accruals and deferred income 4,694 4,694 4,694
Non-current fi nancial liabilities 1,122 1,122 1,122
Subordinated convertible bond 2002 – 09 3,329 3,329 3,684
Subordinated CDO 2006 – 13 8,136 8,136 7,630
Total 30th April 2008 2 30,291 30,293 30,142
Notes to the Consolidated Financial Statements
1179.indd 361179.indd 36 17.07.2009 17:04:2317.07.2009 17:04:23
37Infranor Group Financial Report 2008/2009
Liquidity risksGroup companies require adequate liquid assets for meeting
their fi nancial obligations. The Group’s management company is
responsible for obtaining short-term and long-term loans and
managing the liquidity that is not necessary for operations. At the
balance sheet date, the situation with regard to available liquidity
was as follows:
Liquidity reserves and credit limits1,000 CHF 30.04.09 30.04.08
Cash and cash equivalents 7,580 3,886
Credit limits 14,612 19,210
./. Use of credit limits – 9,346 – 4,755
Total liquidity reserves and
unused credit limits 12,846 18,341
Suffi cient assets for normal business operations are available in
the form of the PULS CDO 2006-1 subordinated collateralised
debt obligation with term until mid-2013, with credit limits pro-
vided by CREDIT SUISSE and the Zurich Cantonal Bank and local
fi nancial institutions.
In note 34 “Events after the balance sheet date”details of a
reduction of credit lines have been stated.
The following table contains a maturity analysis of fi nancial liabi-
lities, showing the remaining contractual maturities. Further
details about interest bearing fi nancial liabilities can be found in
note 11.
Financial liability maturities in the current year Carrying Contractual maturities
values Total Less than Between More than
1,000 CHF 30.04.09 30.04.09 1 year 2 and 5 years 5 years
Current interest bearing fi nancial liabilities 10,079 10,545 10,545 0 0
Non-interest bearing fi nancial liabilities (current) 68 68 68 0 0
Subord.current interest bearing fi nancial liabilities 3,300 3,465 3,465 0 0
Trade accounts payable 3,789 3,769 3,769 0 0
Other current liabilities 1,156 920 1,120 0 0
Accruals (note 14) 2,752 2,952 2,952 0 0
Non-current interest bearing fi nancial liabilities 843 980 0 980 0
Shareholder’s loan 1,000 1,238 0 1,238 0
Subord. non-current interest bearing fi nancial liabilities 8,098 10,836 0 0 10,836
Non-interest bearing fi nancial liabilities (non-current) 68 68 0 68 0
Total 31,153 34,840 21,919 2,286 10,836
Financial liability maturities in the previous year Carrying Contractual maturities
values Total Less than Between More than
1,000 CHF 30.04.08 30.04.08 1 year 2 and 5 years 5 years
Current interest bearing fi nancial liabilities 5,049 5,287 5,287 0 0
Non-interest bearing fi nancial liabilities (current) 80 80 80 0 0
Trade accounts payable 7,080 7,080 7,080 0 0
Other current liabilities 920 920 920 0 0
Accruals (note 14) 5,121 4,694 4,694 0 0
Non-current interest bearing fi nancial liabilities 1,032 1,174 0 1,174 0
Subord. non-current interest bearing fi nancial liabilities 11,465 15,038 769 5,843 8,426
Non-interest bearing fi nancial liabilities (non-current) 90 90 0 90 0
Total 30,837 34,363 18,830 7,107 8,426
1179.indd 371179.indd 37 17.07.2009 17:04:2317.07.2009 17:04:23
38Infranor Group Financial Report 2008/2009
Interest-rate risksInterest-rate risks result from changes in interest rates, which
affect the Group’s fi nancial position and results. Changes in
interest rates lead to changes in the fi nance income and expense
from interest-bearing assets and liabilities. Interest-rate risks are
managed centrally by the Group. The Infranor Group does not
have any major interest-bearing assets. Thus the effect of
changes in interest rates on interest income is minimal. The effect
of changes in interest rates on interest expenditure is more
signifi cant. At the balance sheet date of 30 April, 2009, interest-
bearing liabilities were 23.1 million CHF (previous year: 17.6
million CHF), and the average interest rate for CHF, Euro and US
dollar fi nancing was 5.80 per cent (previous year: 5.72 per cent).
The interest-rate risk at the Infranor Group is therefore primarily
in long-term interest-bearing liabilities. For the major part of its
debt, the Group has concluded long-term contracts (bond, CDO)
at fi xed-interest rates in order to minimise the risk of changes in
interest rates. Interest is currently paid on the remainder of its
non-current fi nancial liabilities at money-market rates. The Group
reviews the interest-rate situation and hedging opportunities on a
regular basis. No derivatives are used for the purpose of hedging
interest-rate risks.
The following table shows the sensitivity of post-tax profi ts and
equity to reasonably possible interest-rate changes in the CHF,
Euro and US dollar areas (assuming that all other variables are
constant).
Currency Increase / Effect on Effect
Decrease profi t share-
exchange after taxes holder’s
rate equity
(1,000 CHF) (1,000 CHF)
08/09 07/08 08/09 07/08
CHF +50 bp 47 39 0 0
–50 bp – 47 – 39 0 0
EUR +50 bp 2 3 0 0
–50 bp – 2 – 3 0 0
USD +50 bp – 1 0 0 0
–50 bp 1 0 0 0
CNY +50 bp – 2 – 1 0 0
–50 bp 2 1 0 0
Exchange-rate risksThe Infranor Group operates on a worldwide basis and is there-
fore subjected to exchange-rate fl uctuations, which affect report-
ing in Swiss francs. The Group sells products and services in
foreign currencies and is therefore exposed to fl uctuations in
foreign-exchange rates. The largest per centage of sales is gener-
ated in the European Union in Euros, while a further signifi cant
per centage is generated in Swiss francs. Exchange-rate risks are
monitored continuously and, if necessary, hedged using forward
contracts, swaps or currency options. Certain investments in
foreign Group companies are hedged by appropriate bank loans
in the same currency. Exchange-rate risks arising from intra-com-
pany loans are occasionally hedged by means of forward ex-
change contracts.
The Infranor Group is subject above all to exchange-rate risks
with regard to the Euro and the US dollar. The following table
shows the sensitivity of post-tax profi ts and equity to reasonably
possible changes in exchange rates associated with the Euro and
US dollar (assuming that all other variables are constant).
Currency Increase / Effect on Effect
Decrease profi t share-
exchange after taxes holder’s
rate equity
(1,000 CHF) (1,000 CHF)
08/09 07/08 08/09 07/08
EUR + 3 % 123 133 0 0
– 3 % – 123 – 133 0 0
USD + 8 % 1 – 6 0 0
– 8 % – 1 6 0 0
CNY + 2 % – 2 35 0 0
– 2 % 2 – 35 0 0
Credit risksCredit risks result from the possibility that the other party to a
transaction is incapable or unwilling to meet its obligations,
causing fi nancial damage to the Group. There is no signifi cant
concentration of risk relating to trade accounts receivable. In
order to minimise credit risks, local management requests
additional collateral (e.g. irrevocably confi rmed credits, bank
guarantees, trade indemnity insurance etc.) where this is deemed
appropriate on the basis of specifi c sector/country and customer
analyses. As far as trade accounts receivable are concerned,
active risk management is performed in the form of continuous
monitoring and checking of the credit risks.
The credit risks of other fi nancial assets are monitored by means
of exclusive collaboration with top-class fi nancial institutions. As
of 30 April, 2009, 2.52 million CHF / 33.5 per cent of cash is
deposited with a single credit institution (previous year: 0.61
million CHF / 16.0 per cent). This institution has fi rst-class credit-
worthiness and many years of experience.
Notes to the Consolidated Financial Statements
1179.indd 381179.indd 38 17.07.2009 17:04:2417.07.2009 17:04:24
39Infranor Group Financial Report 2008/2009
Capital managementThe capital of the Infranor Group is managed with regard to
guaranteeing the continuity of operating activities, achieving
growth targets and an appropriate return for shareholders, and
optimising the capital structure in order to reduce capital costs.
The capital structure can be infl uenced by changes in dividend
payments, making capital repayments, increasing capital, selling
assets and repaying liabilities.
The Group monitors the capital structure on the basis of net debt
to capital ratio.
Level of net indebtedness1,000 CHF 30.04.09 30.04.08
Financial liabilities 10,991 6,252
Subordinated fi nancial obligations 12,466 11,465
./. Cash and cash equivalents – 7,580 – 3,886
Net debts 15,877 13,831
Shareholders’ equity 2,813 14,033
Shareholders’ equity + net debts 18,690 27,864
Debt to capital ratio 84.9 49.6
The increase of level of net indebtedness is a direct result of the
annual loss which reduced the shareholder’s equity by 9.4 million
CHF.
Key assumptions and sources of uncertainty in estimatesAccounting procedures require management to make certain
estimates and assumptions that affect the amount of recognised
assets and liabilities as well as contingent assets and liabilities at
the time the fi nancial statements are prepared, but also income
and expenses for the reporting period. Their estimates and
assumptions are based on past experience and on various other
factors deemed applicable in the given circumstances. Actual
results may differ from these estimates.
Assumptions and estimates are constantly monitored and
adjusted whenever new information becomes available. Any
changes are recognised in the income statement in the reporting
period in which the estimate was adjusted. The most important
assumptions are listed below but are also explained in the
corresponding notes.
Income is only recognised where the relevant risks and rewards
have been transferred to the customer. For certain transactions,
this means that the payments received are deferred and recog-
nised in the income statement only once the contractual terms
are met. Based on the information currently available, manage-
ment believes that the accrued and deferred income is appropri-
ate.
–
–
–
Intangible assets are reviewed for impairment annually, while
tangible fi xed assets are reviewed if there are indications of
impairment. To assess whether impairment has occurred,
management estimates the values of the expected future cash
fl ows arising from the use and possible disposal of such assets.
In determining the assets and liabilities from current and deferred
income taxes, signifi cant estimates must be made. Some of these
estimates are based on the interpretation of existing tax legisla-
tion and regulations. The management assesses the value of
deferred tax claims annually on the basis of the taxable profi t that
are expected in the future. The uncertainties with respect to the re-
coverability of deferred income taxes have been taken into
account.
At a few Infranor Group sites, employees are insured under
retirement schemes that are classifi ed as defi ned-benefi t plans
under IAS 19. Calculation of the defi ned benefi t obligations in
relation to these plans in accordance with IFRS is based on
actuarial calculations. Variances in relation to the actuaries’
assumptions, which have been agreed with management, may
have an infl uence on the provision recognised for employee
benefi t plans in future reporting periods.
Comments about the going concern basis of accounting can be
found in note 34 on page 55.
Foreign-currency translationThe consolidated accounts are presented in Swiss francs (CHF).
The fi nancial statements of the individual Group companies are
prepaired in the currency of the primary economic environment
in which the respective company operates (functional currency).
The income statements of foreign companies are translated into
Swiss francs at the average exchange rates.
The balance sheets of subsidiaries are translated at the exchange
rates that apply on 30 April, using the closing-rate method. The
resulting translation differences are taken to equity and are
recognised in the income statement only if and when the subsidi-
aries are disposed of.
Foreign-currency transactions at Group companies are recorded
at the exchange rates in effect on the date of the transaction.
Gains and losses from such transactions and from the translation
of foreign-currency assets and liabilities are taken to the income
statement, with the carrying amounts in the balance sheet being
translated at the exchange rate in effect at year-end. Foreign-ex-
change differences on Group loans to a foreign company which
are considered as part of the net investment are recognised in
equity.
–
–
–
–
1179.indd 391179.indd 39 17.07.2009 17:04:2417.07.2009 17:04:24
40Infranor Group Financial Report 2008/2009
The following exchange rates were used:
CHF Year-end rates Average rates
for the balance sheet for the year for the
income statement
30.04.09 30.04.08 08/09 07/08
USA USD 1.1366 1.0478 1.1150 1.1330
Europe EUR 1.5078 1.6200 1.5460 1.6350
UK GBP 1.6912 2.0694 1.8430 2.2790
China CNY 0.1666 0.1501 0.1630 0.1540
Net sales
Revenue from product sales or service provision is recognised at
the time the products are delivered or the services are provided,
less sales deductions and value-added taxes.
CashCash comprises cash on hand, postal giro account and bank
deposits as well as amounts due from money-market transac-
tions maturing up to three months.
Trade accounts receivableTrade receivables are carried in the balance sheet at nominal
value less necessary provisions for doubtful debts.
Inventories and work in progressPurchased goods and products manufactured in-house are
recognised at cost. Manufacturing costs include the cost of the
components, all specifi c production costs (actual costs) plus an
appropriate allocation of production overhead and production-re-
lated depreciation and amortisation. Provision is made if the net
realisable value of an item is lower than the cost of inventories
calculated in accordance with the methods described above.
Inventories are measured using the weighted average cost
method. An additional write-down is recognised for obsolete
inventory items based on turnover frequency. Discounts received
are recognised as a reduction in the purchase price.
Intragroup profi ts from internal deliveries are eliminated.
Property, plant and equipmentProperty, plant and equipment are measured at cost less depreci-
ation using the straight-line method over the estimated useful
life: buildings and installations, 20 to 25 years; machinery and
tools, industrial plants, offi ce furniture and equipment, 5 to 15
years (previous year = 5 to 10 years); motor vehicles and IT
equipment, 2 to 7 years (previous year = 2 to 5 years). Manage-
ment considered the impact of those changes in useful lives as
being not material.
LeasesLease agreements for property, plant and equipment where both
the risks and the benefi ts incident to ownership are transferred to
the Group (fi nance leases) are recognised at the lower value of
their fair value of the leased asset or the present value of the
future minimum lease payments at the commencement of the
lease term, and are depreciated over the aforementioned esti-
mated useful lives. The corresponding liabilities are recognised
under “Current fi nancial liabilities” or “Non-current fi nancial
liabilities” depending on whether they fall due within or after 12
months. The cost of maintaining and repairing the property, plant
and equipment is charged to the income statement if it does not
add future economic benefi ts.
Payments made under “Operating leasing” are charged directly
to the income statement.
Intangible assets and goodwillBefore the fi rst-time adoption of IFRS, goodwill arising on acqui-
sitions was eliminated against equity. For the adoption of IFRS
as per 30 April, 2004, Infranor has elected not to apply IFRS 3,
Business Combinations, retrospectively. The equity account
“Reserves from acquistion” shows a debit balance of 5.68 million
CHF.
Research and development costs are, in principle, recognised as
expense. If the conditions regarding recognition as an asset are
met, signifi cant development costs are recognised in the balance
sheet at their purchase or production costs (without taking
account of fi nance costs) and depreciated over their useful life up
to a maximum of seven years. Licences, trademarks and patents
are amortised over 3 to 10 years, software over 2 to 5 years and
product development over 2 to 7 years (previous year 2 to 5
years). For all intangible assets, the straight line method is
applied. Management considered the impact of those changes in
useful lives as being not material.
Impairment of assetsAt least at each balance sheet date, the Group’s assets are re-
viewed for impairment. If there are indications that an asset may
be impaired, the recoverable amount of the asset is calculated.
An impairment charge is recognised if the current carrying
amount exceeds the recoverable amount. The recoverable
amount is the higher of the estimated net selling price and value
in use. To determine value in use, the present value of estimated
future cash fl ows is calculated. The discount rate used for this is
the average interest rate on capital in the country in which the
asset is located, under consideration of specifi c risks to the asset.
Notes to the Consolidated Financial Statements
1179.indd 401179.indd 40 17.07.2009 17:04:2417.07.2009 17:04:24
41Infranor Group Financial Report 2008/2009
LiabilitiesOn initial recognition, borrowings are stated at fair value less the
transaction costs incurred, and for all subsequent periods they
are measured using the amortised cost method. Differences
between the cash infl ow (after deduction of transaction costs)
and the repayment amounts are recognised in the income state-
ment using the effective interest rate method over the term of the
borrowing. Financial liabilities comprise borrowings on current
accounts at banks, obligations under fi nance leases and all other
fi nancial debts.
Convertible bondThe liability portion of the convertible bond is initially recognised
at fair value based on market interest rate of similar instruments
at the date of issuance and is separately presented as “subordi-
nated convertible bond”. It is subsequently measured at amor-
tised cost. The difference between initial recognition and cash
received (the equity portion) is recognised in equity and is subse-
quently not changed except in case of early redemption.
Collateralised Debt Obligation “PULS CDO 2006-1”, 2006-13On 25 July, 2006, Infranor Holding SA, a subholding of Infranor
Inter AG, issued a seven-year subordinated Swiss franc collateral-
ised debt obligation (CDO) in the amount of 8.30 million CHF
carrying a coupon of 7.26 per cent; this was done within the
scope of PULS CDO 2006-1, 2006-13, a collateralised debt obliga-
tion in the total amount of 260 million euros. Merrill Lynch,
Germany, acted as arranger, and Capital Securities Group AG,
Baar, acted as the portfolio manager. The new capital was used
exclusively to repay bank loans of the Infranor Group.
Long-term provisionsLong-term provisions comprise pension obligations and other
obligations towards employees and other liabilities with uncer-
tain timing or amount.
Income taxesProvisions are provided for taxes incurred on taxable profi t
irrespective of when such liabilities fall due for payment, after
considering any tax-deductible losses carried forward.
Deferred taxesDeferred taxes are recognised on temporary differences between
the values of assets and liabilities as recognised by the tax
authorities and the values as stated in the consolidated fi nancial
statements. Deferred taxes are calculated using the liability
method on the basis of the local tax rate enacted or substantively
enacted at the balance sheet date. Deferred tax assets are calcu-
lated for all deductible temporary differences if it is likely that
suffi cient taxable income will be available in the future. Deferred
tax assets and liabilities are netted when legal regulations permit
offsetting. Changes in the amounts of deferred taxes are recog-
nised as tax expense.
Provisions are not provided for taxes that would be incurred on
the distribution of retained earnings of subsidiaries, except
where a distribution can be expected in the foreseeable future or
where it has been decided.
Earnings per shareDiluted earnings per share include the dilutive effect of the
conversion rights in connection with the subordinated convert-
ible bond.
Payments made to employeesIn accordance with local laws and practices, the Group operates
various benefi t plans. These plans include both defi ned-benefi t
and defi ned-contribution plans.
The expense and the present value of the benefi t obligations for
the material defi ned-benefi t plans are determined based on
actuarial assumptions using the Projected Unit Credit Method.
The major assumptions involved in the calculation are expect-
ations about future salary increases, returns on pension assets,
staff, turnover and life expectancy.
Valuation of benefi t obligations for material benefi t plans is
conducted annually by independent actuaries. The last valuation
of the benefi t obligations for the material benefi t plans was
carried out as per 31 December, 2008, and was updated as of
30 April, 2009. Pension plan assets are measured at fair value at
the balance sheet date.
Current service costs are recorded in the profi t and loss account
for the period in which they relate. Retroactive improvements in
benefi ts due to changes in the plan are recognised in the income
statement using a straight-line method over the average vesting
period. As soon as deferred benefi ts become vested, these are
immediately recognised in the income statement.
Actuarial gains and losses in the defi ned-benefi t plans are recog-
nised in the income statement as soon as they exceed the greater
of the following two amounts: 10 per cent of the present value of
the defi ned-benefi t obligation and 10 per cent of the fair value of
the assets. The proportion that exceeds this amount will be
amortised on a straight-line basis over the average remaining
working life of the employees.
The recognition of an asset resulting from the funded status of
the plan will be limited to the present value of any economic
benefi ts available in the form of reductions in future employer
contributions to the plan.
The employer contributions to defi ned-contribution plans are
recognised in the profi t and loss account in the period in which
they occur.
1179.indd 411179.indd 41 17.07.2009 17:04:2417.07.2009 17:04:24
42Infranor Group Financial Report 2008/2009
Employee stock option planFrom 1 October, 1999, to 30 April, 2007, options to purchase
Infranor Inter Ltd bearer shares were sold to the executive direc-
tor and CEO. This option plan has expired and was not renewed;
however the vesting periods have not yet expired.
The benefi t consisted of options to purchase Infranor Inter shares
at a predetermined price. Options were granted within the scope
of this stock option plan. The last options were issued in the
2006/07 fi nancial year. In order to cover all potentially outstand-
ing options, the Group purchased the necessary number of
shares and holds these until the options expire or are exercised.
No additional shares will be issued as part of this equity compen-
sation plan.
The options’ strike prices were determined at the grant date on
the basis of the then current share price. The fair value of these
options are calculated by an actuary using the Black-Scholes
formula. If share prices are lower during the exercise period, the
options’ strike prices are not adjusted. The options are subject to
a three-year vesting period.
Off-balance sheet transactionsOff-balance sheet transactions comprise:
contingent liabilities and pledged assets
other obligations not recognised on the balance sheets.
Contingent liabilities and obligations not recognised on the
balance sheet include:
guarantees (usually to creditor banks)
pledges in accordance with Section 663b. 2 of the Swiss Code
of Obligations (as a rule, to creditor banks) e.g. guarantees such
as purchase guarantees or commitments and operating leases
(excluding interest expense).
Off-balance sheet transactions are measured at the balance sheet
date at year-end rates based on the agreements in place.
Explanatory notes on the consolidated fi nancial statements
3. Impact of foreign currencies on the balance sheetChange as against the previous year 30.04.09 30.04.08
Current assets – 2.9 % – 2.4 %
Fixed assets – 7.8 % – 1.6 %
Current liabilities – 3.7 % – 1.7 %
4. Cash and other current fi nancial assets
4.1 Cash by currency1,000 CHF 30.04.09 30.04.08
CHF 3,268 2,220
EUR 2,641 870
USD 944 195
Other currencies (GBP, CNY) 699 532
Total cash 7,552 3,817
The actual yield on current accounts with banks and cash and
cash-equivalent holdings is the variable overnight rate paid by
the banks on customer deposits in the respective currencies.
The higher cash balance will allow fi nancing the effects of the
restructuring programme without any further external cash
injections.
4.2 Financial assets (current)1,000 CHF 30.04.09 30.04.08
Cheques, bills 28 14
Derivative fi nancial instruments 0 55
Total fi nancial assets (current) 28 69
5. Trade accounts receivable1,000 CHF 30.04.09 30.04.08
Total trade accounts receivable (gross) 9,507 18,868
Bad debt allowances – 605 – 855
Total trade accounts receivable (net) 8,902 18,013
–
–
–
–
Notes to the Consolidated Financial Statements
1179.indd 421179.indd 42 17.07.2009 17:04:2417.07.2009 17:04:24
43Infranor Group Financial Report 2008/2009
As of 30 April, 2009, receivables totalling 0.56 million CHF
(previous year: 0.66 million CHF) were pledged with banks as
loan collateral.
Trade accounts receivable are normally due within 30 to 120 days;
in principle they are interest-free and unsecured. The risk of
default is taken into account in the corresponding bad-debt
allowance.
5.1 Age structure of trade accounts receivable1,000 CHF 30.04.09 30.04.08
Not due 5,311 10,496
Overdue by up to 1 month 1,270 4,156
Overdue by between 1 and 3 months 713 3,220
Overdue by between 3 and 6 months 1,088 293
Overdue by between 6 and 12 months 647 323
Overdue by more than 12 months 478 380
Total trade accounts receivable 9,507 18,868
Bad debt allowances – 605 – 855
Total net trade accounts receivable 8,902 18,013
5.2 Change to valuation allowance fordoubtful receivables
1,000 CHF Total Total
08/09 07/08
As at 1.5. 855 716
Used valuation allowance – 410 – 97
Released valuation allowance 0 – 4
Additional valuation allowance 215 250
Currency translation differences – 55 – 10
As at 30.4. 605 855
5.3 Trade accounts receivable by currency1,000 CHF 30.04.09 30.04.08
CHF 1,525 3,463
EUR 7,190 13,524
USD 305 1,146
GBP 486 241
CYN 1 494
Total trade accounts receivable 9,507 18,868
6. Other receivables1,000 CHF 30.04.09 30.04.08
VAT recoverables, withholding taxes 623 1,127
Income tax receivables 38 37
Advance payments to suppliers 47 24
Other receivables 253 292
Total 961 1,480
7. Inventories1,000 CHF 30.04.09 30.04.08
Raw materials and supplies 5,805 7,424
Semi-fi nished products and work in progress 2,380 2,933
Finished products 3,642 4,597
Inventories (gross) 11,827 14,954
Valuation allowance – 1,915 – 1,304
Inventories (net) 9,912 13,650
Obsolete items with a total value of around 0.09 million CHF
(previous year: 0.17 million CHF) were scrapped, as a result of
which the gross carrying value and the relevant valuation allow-
ance fell by the same amount as of 30 April, 2009.
1179.indd 431179.indd 43 17.07.2009 17:04:2417.07.2009 17:04:24
44Infranor Group Financial Report 2008/2009
8. Property, plant and equipment
8.1 Property, plant and equipment in the year under review1,000 CHF Land, buildings/ Machinery/ IT Industrial Offi ce furniture Motor Total
installations tools hardware plant and equipment vehicles 08/09
Cost
As at 1.5. 1,849 13,293 1,752 3,121 1,310 633 21,958
Additions 534 736 188 97 66 91 1,712
Disposals 0 – 952 – 206 – 296 – 113 – 90 – 1,657
Change scope of consolidation 0 – 214 – 60 – 62 – 70 – 15 – 421
Reclassifi cation / addition – 9 42 0 – 33 0 0 0
Currency translation differences – 103 – 755 – 72 – 184 – 38 – 14 – 1,166
As at 30.4. 2,271 12,150 1,602 2,643 1,155 605 20,426
Accumulated depreciation
As at 1.5. – 659 – 10,200 – 1,477 – 1,943 – 1,030 – 366 – 15,675
Depreciation – 105 – 336 – 138 – 133 – 78 – 132 – 922
Disposals 0 925 179 270 113 77 1,564
Impairment losses – 44 0 1 1 – 42
Change scope of consolidation 0 214 59 62 72 14 421
Reclassifi cation / addition – 2 0 3 0 – 1 0 0
Currency translation differences 44 557 63 112 27 9 812
As at 30.4. – 766 – 8,840 – 1,310 – 1,631 – 897 – 398 – 13,842
Net carrying values 30.4.09 1,505 3,310 292 1,012 258 207 6,584
Net carrying values 1.5.08 1,190 3,093 275 1,178 280 267 6,283
of which fi nance leases 687 1,406 0 0 52 77 2,222
Insured values 8,227
8.2 Property, plant and equipment in the previous year1,000 CHF Land, buildings/ Machinery/ IT Industrial Offi ce furniture Motor Total
installations tools hardware plant and equipment vehicles 07/08
Cost
As at 1.5. 1,596 12,341 1,680 2,817 1,360 539 20,333
Additions 285 1,288 205 369 133 128 2,408
Disposals – 98 – 132 – 6 – 117 – 27 – 380
Reclassifi cation / addition 34 – 34 0
Currency translation differences – 32 – 238 – 35 – 59 – 32 – 7 – 403
As at 30.4. 1,849 13,293 1,752 3,121 1,310 633 21,958
Accumulated depreciation
As at 1.5. – 560 – 10,014 – 1,425 – 1,811 – 1,129 – 270 – 15,209
Depreciation – 111 – 453 – 187 – 178 – 74 – 122 – 1,125
Disposals 71 132 6 115 27 351
Reclassifi cation / addition 1 – 30 – 1 31 0 1
Currency translation differences 12 195 33 41 27 – 1 307
As at 30.4. – 659 – 10,200 – 1,477 – 1,943 – 1,030 – 366 – 15,675
Net carrying values 30.4.08 1,190 3,093 275 1,178 280 267 6,283
Net carrying values 1.5.07 1,036 2,327 255 1,006 231 269 5,124
of which fi nance leases 801 1,144 0 0 53 108 2,106
Insured values 9,825
Notes to the Consolidated Financial Statements
1179.indd 441179.indd 44 17.07.2009 17:04:2417.07.2009 17:04:24
45Infranor Group Financial Report 2008/2009
9.2 Intangible assets in the previous year
1,000 CHF Own Trade- Total
Business product marks, 07/08
software devel- patents,
opment other
Cost
As at 1.5. 1,158 1,482 75 2,715
Additions 514 400 36 950
Disposals – 9 – 9
Reclassifi cation / addition 171 171
Currency
translation differences – 13 – 6 – 19
As at 30.4. 1,650 2,047 111 3,808
Accumulated amortisation
As at 1.5. – 464 – 242 – 3 – 709
Amortisation – 204 – 236 – 5 – 445
Disposals 9 9
Reclassifi cation / addition – 1 – 171 – 172
Currency
translation differences 12 2 14
As at 30.4. – 648 – 647 – 8 – 1,303
Net carrying values
30.04.08 1,002 1,400 103 2,505
30.04.07 694 1,240 72 2,006
At the balance sheet date there were no indications of possible
impairment of intangible assets.
The business software comprises company-specifi c or commonly
used systems such as ERP, CRM, fi nancial and Internet applica-
tions.
The product development and launch costs refer solely to self-de-
veloped new products namely from Cybelec SA (FASTware),
Mavilor Motors SA (XtraforsPrime) as well as Infranor SAS
(Xtrapuls), for which supply agreements have already been
signed.
Trademark rights are purchased product trademarks which
continue to be registered in the leading industrialised countries.
In 2008/09 new product names for the whole product portfolio
were created and registered. Licences and patents related to
purchased marketing rights for complementary third-party
products and purchased patents for motion automation products.
Trademark rights and marketing licences developed within the
business are not capitalised.
As at the balance sheet date there were no indications of possible
impairment of property, plant and equipment. The property, plant
and equipment which were fi nanced by means of fi nance leasing
are related to the factory building in Lourdes, France, and to the
machinery and extension to the factory building in Spain.
All leasing agreements include an option to buy the asset at the
calculated residual value, which is usually zero.
The lessor has not imposed any restrictions or conditions.
9. Intangible assets
9.1 Intangible assets in the year under review
1,000 CHF Own Trade- Total
Business product marks 08/09
software devel- patents,
opment other
Cost
As at 1.5. 1,650 2,047 111 3,808
Additions 307 638 241 1,186
Disposals – 99 – 3 – 102
Change scope – 28 – 28
Reclassifi cation / addition 0 0 0
Currency
translation differences – 2 – 38 – 40
As at 30.4. 1,828 2,644 352 4,824
Accumulated amortisation
As at 1.5. – 648 – 647 – 8 – 1,303
Amortisation – 354 – 284 – 59 – 697
Disposals 73 3 76
Impairment losses – 2 – 2
Change scope 8 8
Reclassifi cation / addition 0 0 0
Currency
translation differences 4 11 15
As at 30.4. – 917 – 919 – 67 – 1,903
Net carrying values
30.04.09 911 1,725 285 2,921
30.04.08 1,002 1,400 103 2,505
1180.indd 451180.indd 45 17.07.2009 17:08:0617.07.2009 17:08:06
46Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
10. Income taxes
10.1 Income taxesComponents of income tax expenses1,000 CHF 08/09 07/08
Current income tax 103 1,266
Adjustments for income taxes relating
to a different accounting period 29 – 41
Deferred income tax expenses – 1,213 – 322
Total debited against the income statements – 1,081 903
Neither in the current year nor in aggregate are there taxes that
relate to items that were charged or credited directly to equity.
Reconciliation of the group’s effective tax rate1,000 CHF 08/09 07/08
Profi t before taxes – 10,494 3,693
Expected income tax rate 27.2 % 30.3 %
Income taxes calculated using
the applicable tax rates – 2,857 1,119
Tax effect of tax-exempt income – 5 – 25
Tax effect of non-tax-deductible
expenditures 162 71
Tax effect of income taxed
at other rates 15 27
Tax effect of non-refundable
witholding taxes 30 21
Value adjustments of deferred taxes capitalised
to date on tax losses carried forward
or temporary discrepancies 91 0
Subsequent capitalisation of unreported
deferred taxes on tax losses carried
forward or temporary discrepancies 0 – 261
Expiry of tax losses carried forward
on which deferred taxes were capitalized 33 162
Tax losses in the current year for which
no deferred taxes are capitalised 1,427 – 210
Changes in the tax rate – 45 33
Subsequent tax charges
/tax relief for previous years 53 – 41
Other 15 7
Total – 1,081 903
Effective income-tax rate 10.3 % 24.5 %
The anticipated income-tax rate is a weighted average that takes
into account the probable rates at which profi ts of the individual
Group companies will be taxed in the respective tax jurisdictions.
10.2 Composition of the deferred tax assets and liabilities
Deferred tax assets1,000 CHF 08/09 07/08
Property, plant and equipment 222 183
Current assets 538 499
Provisions 251 276
Payables 40 96
Subtotal 1,051 1,054
thereof not recognised 0 0
Losses carried forward / Tax credits 1,358 669
Total deferred tax assets 2,409 1,723
Deferred tax liabilities1,000 CHF 08/09 07/08
Other fi xed assets 0 22
Current assets 177 416
Provisions 0 33
Liabilities 1 16
Total deferred tax liabilities 178 487
of which recognised in the balance sheet as:
Deferred tax liabilities – 178 – 487
Deferred tax assets 2,409 1,723
Net deferred tax assets 2,231 1,236
It is not expected that distributions by the Group and affi liated
companies will generate signifi cant additional tax liabilities. The
Infranor Group does not make provision for taxes on possible
future distributions of profi ts retained by Group companies as
these amounts are treated as permanently reinvested.
10.3 Tax losses and tax credits brought forward
As of 30 April, 2009, individual subsidiaries had brought forward
unrecognised tax loss carry forwards totalling 24.57 million CHF
(previous year: 10.04 million CHF) that can be set off against
taxable earnings in future fi nancial years. In this respect, deferred
tax assets are taken into account only to the extent that it is
probable that future taxable profi ts will be available and can be
utilised against the deferred tax assets.
1180.indd 461180.indd 46 17.07.2009 17:08:0717.07.2009 17:08:07
47Infranor Group Financial Report 2008/2009
These will expire on the following dates:
Tax losses / tax credits for which no deferred taxes are capitalised1,000 CHF 08/09 07/08
Expire in 1 year 342 312
Expire in 2 – 3 years 118 680
Expire in 4 – 7 years 14,649 727
Expire in more than 7 years 791 2,721
No expiry date 8,656 5,597
Total 24,556 10,037
11. Financial liabilities
11.1 Current fi nancial liabilities1,000 CHF 30.04.09 30.04.08
Bank overdrafts 4,432 2,409
Bank loans, falling due within one year 5,176 2,216
Total current liabilities due to banks 9,608 4,625
Liabilities from
derivative fi nancial instruments 0 2
Loans from government institutions 68 129
Obligations under fi nance leases,
falling due within one year (note 11.4) 471 373
Total current interest-bearing liabilities 10,147 5,129
The increase in current fi nancial liabilities can be attributed to the
requirement to fi nance the effects of the restructuring pro-
gramme.
Current liabilities due to banks by currency with average interestrates1,000 CHF 30.04.09 Effective 30.04.08 Effective
interest interest
rates rates
CHF 5,099 4.31 % 1,494 4.81 %
EUR 4,358 4.90 % 3,049 6.17 %
USD 55 3.15 % 82 5.85 %
GBP 96 3.25 % 0 n / a
Total 9,608 4.53 % 4,625 5.62 %
In view of the fi nancial situation of the Group, a standstill agree-
ment with a credit line of 6.66 millon CHF under the lead of Credit
Suisse and two other Swiss Banks was agreed as of 30 April, 2009.
Under the terms of this agreement, the banks are comitted to
maintain the credit facilities until 30 June, 2010 provided the
following loan covenants will be met in each quarter until
30 June, 2010 :
Net Debt to Equity Ratio
Declining by quarter: 55%/55%/43%/35%
Net Sales
Increasing by quarter in millon CHF: 8/8.5/10/11
–
–
EBITDA
Increasing by quarter in per cent of total sales: 3/4/10/13
Refi nancing of the convertible bond due in December 2009.
Injection of additional funds to be agreed until end of September
2009. See also note 34.
All Swiss banks have received a joint security from Infranor Inter
Ltd. to the amount of the credit limit granted to subsidiaries of
Infranor Inter Ltd. Loan agreements with foreign banks are on the
basis of assignments of individual accounts receivable and of
unsecured loans guaranteed by Infranor Inter Ltd.
11.2 Subordinated convertible bond1,000 CHF 30.04.09 30.04.08
Par value of subordinated convertible bond
at issue date 9,000 9,000
./. Share of equity portion – 13 – 33
./. Share of transaction costs – 7 – 18
Fair value 8,980 8,949
./. Bonds converted cumulatively – 5,680 – 5,620
Carrying value current 3,300
Carrying value non current 3,329
On 18 December, 2002, the shareholders of Infranor Inter Ltd
subscribed to a subordinated, seven-year convertible bond for a
total amount of 9 million CHF. The bond carries a coupon of
5 per cent. Bondholders are entitled to convert four bonds, each
with a par value of 10 CHF, into one new Infranor Inter Ltd bearer
share with a par value of 20 CHF, between 16 June, 2003, and
11 December, 2009.
After fi ve years, i. e. from 18 December, 2007, the issuer may
repay the bond at any time prior to maturity at onwards par plus
accrued interest, subject to a notice period of 30 calendar days
(hard call).
After 16 June, 2003, the issuer may repay the bond at any time
prior to its maturity, at par plus accrued interest, subject to a
notice period of 30 calendar days, and provided there is at least
one transaction in the issuer’s shares on the SIX Swiss Exchange
on at least 45 out of 90 trading days after 16 June, 2003, and the
closing price on at least 45 of these 90 trading days is at least
80 CHF. Notice must be given within the twenty trading days
directly following the aforementioned time period of 90 trading
days (soft call).
The company will refi nance the repayment of the remaining
convertible bond with additional equity or equity-like loans and is
currently in negociations with providers of new funds. Until the
date of issuance of these fi nancial statements, letters of intent to
provide new funds of total 1.8 million CHF have been received
and 1.5 million CHF shareholder’s loan are already paid in to
secure the repayment of the convertible bond on 18 December
2009.
–
–
–
1180.indd 471180.indd 47 17.07.2009 17:08:0717.07.2009 17:08:07
48Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
11.3 Non-current fi nancial liabilities1,000 CHF 30.04.09 30.04.08
Long-term bank loans (1 – 5 years) 37 0
Total long-term bank liabilities 37 0
Loans from government institutions (1 – 5 years) 68 146
Obligations under fi nance leases (1 – 5 years) 738 977
Total long-term interest-bearing liabilities 843 1,123
For information on covenants, please refer to note 11.1. The
effective interest rate on the long-term bank liabilities in euros for
the countervalue of 0.04 million CHF was 6.3 per cent (previous
year 6.0 per cent).
11.4 Obligations from fi nance leasing1,000 CHF 30.04.09 30.04.08
- in one year 491 423
- in 2 – 5 years 778 1,035
Total minimum lease payments 1,269 1,458
./. future fi nancial expenses – 60 – 108
Total present value of payments 1,209 1,350
Presentation in the balance sheet
- up to one year (in short-term
interest-bearing liabilities) 471 373
- 2 – 5 years (in long-term
interest-bearing liabilities) 738 977
Total present value of minimum leasing payments 1,209 1,350
The obligations under fi nance leases contain mainly the factory
plant of Infranor SAS (former Infranor Electronics SAS) in Lour-
des and the production machinery of Mavilor Motors SA in Sta.
Perpetua de la Mogoda/Barcelona.
A new subordinated shareholders’ loan from Perrot Duval
Holding Ltd. has been agreed as of 29 April, 2009 with a duration
until 31 December, 2012 at an interest rate of 9,2 per cent.
11.5 Collateralised debt obligation "CDO PULS1 2006 – 1",2006 – 131,000 CHF 30.04.09 30.04.08
Par value of subordinated CDO
2006 – 13 at issue date 8,300 8,300
./. Share of transaction costs – 134 – 164
Book value 8,166 8,136
The subordinated CDO holder is described on page 41. The term
is from 25 July, 2006, to 13 July, 2013.The nominal interest rate is
fi xed at 7.26 per cent for the entire period, and the effective rate is
at 7.75 per cent. The agreed covenants for the CDO are as follows:
Level of debt less than 250 per cent (ratio of: a) total liabilities
disregarding the total par value of the CDO but plus other subor-
dinated debt instruments, and b) shareholders’ equity taking the
CDO into account.)
Interest coverage of more than 100 per cent (ratio EBITDA/net
fi nancing costs)
The borrower is Infranor Holding SA, the subholding for the
Infranor Division. Infranor Inter Ltd has issued a joint security for
the amount of the collateralised debt obligation in favour of the
lender.
Due to the negative EBITDA as of 30 April, 2009, the company has
received a waiver for the defaulted convenant. No changes of the
convenant were agreed other than the additional conditions that:
no dividends shall be paid to shareholders before the presenta-
tion of the 2009/2010 fi nancial year;
a standstill agreement with the banks can be reached;
the pari passu clause and additional reporting requirements will
be met.
At the date of issuance of these fi nancial statements, the add-
itional conditions were met.
11.6 Shareholders’s loan
A new subordinated shareholders’ loan was granted by Perrot
Duval Holding SA as of 29 April, 2009 with a duration until
31 December, 2012 bearing an interest rate of 9.2 per cent. The
shareholder’s loan was increased by 0.5 million CHF up to 1.5
million CHF at the end of May 2009.
12. Trade accounts payable by currency1,000 CHF 30.04.09 30.04.08
CHF 1,006 1,935
EUR 2,767 4,770
USD 8 102
CNY 8 273
Total trade accounts payable 3,789 7,080
13. Other current liabilities1,000 CHF 30.04.09 30.04.08
Other liabilities / VAT 913 414
Commissions 203 389
Subtotal fi nancial instruments 1,116 803
Customers’ prepayments 40 117
Total 1,156 920
–
–
–
–
–
1180.indd 481180.indd 48 17.07.2009 17:08:0717.07.2009 17:08:07
49Infranor Group Financial Report 2008/2009
14. Accruals and deferred income1,000 CHF 30.04.09 30.04.08
Personnel costs cash-fl ow relevant 1,645 2,944
Cost of materials / overhead 1,002 1,641
Interest 105 109
Subtotal fi nancial instruments 2,752 4,694
Personnel costs
not cash-fl ow relevant 427 427
Total 3,179 5,121
15. Short-term provisions1,000 CHF Warran- Legal Restruc- Total Total
ties cases turing 08/09 07/08
As at 1.5. 734 153 160 1,047 735
Currency translation
differences – 31 – 1 – 41 – 73 – 34
Utilised – 1,137 0 – 29 – 1,166 – 1,238
Reversed
through profi t &
loss 37 – 147 104 – 6 – 179
Provided
through profi t &
loss 1,060 0 4,219 5,279 1,763
As at 30.4. 663 5 4,413 5,081 1,047
The provisions for warranties were provided for repairs and for
replacing defective products. They are based fi rstly on a cost
estimate based on known facts, and secondly on experience,
particularly with respect to the cost of further development work
on newly launched products.
The restructuring provisions are the remaining costs occurred by
the restructuring programme that is in progress and will be
completed before December 2009.
The previous legal dispute was settled out of court with some
windfall for Infranor.
16. Long-term provisions1,000 CHF Employee Employee Total Total
benefi t benefi t 08/09 07/08
obligations obligations
not fi nanced
fi nanced by plan
by plan assets
assets
As at 1.5. 433 188 621 833
Currency translation
differences – 30 – 30 – 7
Reversed
through profi t & loss – 15 – 15 – 307
Provided
through profi t & loss – 58 102 44 102
As at 30.4. 330 290 620 621
The anticipated outfl ow of funds provided for employee benefi t
obligations extends over a period of twenty years.
17. Pension plans
The Group operates various employee benefi t plans in and
outside of Switzerland for employees that satisfy the participation
criteria. These plans include defi ned-benefi t plans as well as
defi ned-contribution plans that cover the employees of the Group
for death, disability and retirement.
Benefi ts are usually dependent on one or more factors such as
the number of years the employee was covered in the plan, age,
pensionable salary and to some extent on the accumulated
old-age capital. The assets of the funded pension plans are held
within separate foundations or insurances and may not revert to
the employer.
Defi ned-benefi t pension plans
The following amounts were recorded in the income statement
(see also note 21.1) as personnel costs:
Employee benefi t expenses1,000 CHF 08/09 07/08
Current service cost 523 436
Interest cost 471 381
Expected return on plan assets – 543 – 529
Prior service cost / (gain) recognised in year 64 64
Net actuarial losses (gains) recognised 0 – 2
Curtailments – 2 0
Current service costs 513 350
Actual return on plan assets – 1,141 – 60
Changes in the present value of the defi ned benefi t obligation:1,000 CHF 30.04.09 30.04.08
Defi ned benefi t obligation as of 1.5. 13,915 13,189
Current service cost 523 436
Plan participants’ contributions 456 540
Interest cost 471 381
Benefi t payments and
net transferrals – 402 – 816
Benefi t payments by employer – 28 – 15
Actuarial (gains) / losses – 29 206
Past service cost 0 0
Exchange differences – 29 – 6
Curtailments – 1,370 0
Closing defi ned benefi t obligation 13,507 13,915
1180.indd 491180.indd 49 17.07.2009 17:08:0717.07.2009 17:08:07
50Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
Changes in the fair value of plan assets1,000 CHF 30.04.09 30.04.08
As at 1.5. 12,526 12,322
Plan participants’ contributions 456 540
Contributions by employer 456 540
Benefi t payments and net transferrals – 402 – 816
Expected return on plan assets 543 529
Actuarial gains or (losses) – 1,684 – 589
As at 30.4. 11,895 12,526
The pension assets on 30 April, 2009, do not include any shares
of Infranor Inter Ltd. The pension assets contain no real estate
used by the Group or other assets used by the Group. The antici-
pated employer contributions for the fi scal year 2009/10 amount
to 0.4 million CHF.
Amount recognised in the balance sheet1,000 CHF 30.04.09 30.04.08
Present value of funded obligation 13,177 13,482
Fair value of plan assets – 11,895 – 12,526
Under-/(Over-)funding 1,282 956
Present value of unfunded obligations 330 433
Unrecognised prior service benefi t/(cost) – 96 – 209
Unrecognised net gains/(losses) – 896 – 559
Net liability 620 621
The following principal assumptions form the basis for the
actuarial calculation:
Actuarial assumptions usedAssumptions for defi ned benefi t obligations 30.04.09 30.04.08
Discount rate 3,5 % 3,4 %
Future salary increases 3,0 % 2,9 %
Future pension indexations 0,7 % 0,7 %
Assumptions for expenses 08/09 07/08
Discount rate 3,5 % 3,0 %
Expected return on plan assets 4,3 % 4,3 %
The pension assets consist of the following essential asset
classes:
Asset classes2009 Expected 2008 Expected
in % return in % return
Equities 20 6,8 % 23 7,2 %
Bonds 35 3,5 % 37 3,4 %
Real estate 4 4,5 % 3 4,5 %
Alternative investments 9 6,8 % 8 7,2 %
Others including cash 32 2,5 % 29 2,5 %
Total 100 100
08/09 07/08
Average return
on pension assets 4,2 % 4,4 %
The following table shows how the actual development of benefi t
obligations and plan assets, the surplus or defi cit in the plan as
well as the experience adjustment arising on the plan liabilities
and plan assets.
Experience adjustments as of 30.4.1,000 CHF 2009 2008 2007 2006
Defi ned benefi t obligation 13,507 13,915 13,189 7,401
Fair value of plan assets – 11,895 – 12,526 – 12,322 – 7,942
Defi cit / (surplus) 1,612 1,389 867 – 541
Experience adjustments
on plan liabilities – 7 – 417 297 – 146
Experience adjustments
on plan assets – 1,684 – 589 – 24 528
Defi ned-contribution pension plansThe Group contributes to several defi ned contribution pension
plans. The expense to be recognised corresponds to the amount
of contributions paid by the employer.
1,000 CHF 08/09 07/08
Company contributions 85 203
The expected contributions by the employer in 2009/10 will be in
percentage in the same range as those in the business year
under review, however in absolute fi gures considerably smaller
due to the lower headcounts.
1180.indd 501180.indd 50 17.07.2009 17:08:0817.07.2009 17:08:08
51Infranor Group Financial Report 2008/2009
18. Shares and share capital
18.1 Shares Number of issued bearer shares 08/09 07/08
each with a par value of 20 CHF
As at 1.5. 775,496 642,925
Bonds converted into bearer shares 1,500 132,571
As at 30.4. 776,996 775,496
of which own stock 11,110 11,110
* Acquisition cost
18.2 Share capital CHF 30.04.09 30.04.08
Share capital 15,539,920 15,509,920
Conditional share capital 3,510,080 3,540,080
of which allocated for convertible bond – 1,660,080 – 1,690,080
Remaining conditional share capital 1,850,000 1,850,000
The Infranor Inter Ltd shares held by the company itself (treasury
shares) are deducted from equity (see also the consolidated
statement of changes in equity on page 31). The Board of Direc-
tors is entitled to increase the share capital by a maximum
amount of 3.51 million CHF by issuing 87,752 bearer shares with
a nominal value of CHF 20. However, 41,502 shares are reserved
for the potential conversion of the convertible bond. The remain-
ing shares are restricted for the conversion of bank debts.
19. Impact of foreign currencies on the income statementChange as against the previous year 30.04.09 30.04.08
Net sales – 2.8 % 0.1 %
EBITDA – 5.8 % – 1.6 %
20. Net sales
20.1 Net sales by products1,000 CHF 08/09 07/08
Servo-motors 17,956 23,369
Servo-amplifi ers 14,234 19,221
Controls 14,607 22,672
Traded products 2,751 4,363
Service, spare parts, repairs 4,502 5,939
Total net sales 54,050 75,564
20.2 Net sales by sector1,000 CHF 08/09 07/08
Industrial manufacturing 58 % 57 %
Industrial handling and assembly 14 % 16 %
Processing industry 5 % 6 %
Packaging 4 % 4 %
Other 19 % 17 %
Total net sales 100 % 100 %
21. Personnel costs
21.1 Personnel costs1,000 CHF 08/09 07/08
Wages and bonuses 18,671 20,406
Development cost capitalised – 86 – 270
Share-based payments 0 0
Cost of defi ned benefi t pension plans
as per note 17 513 350
Social security and other personnel costs 4,395 4,797
Total personnel costs 23,493 25,283
21.2 Number of employees by region08/09 07/08
Switzerland 42 72
Europe excl. Switzerland 107 177
North America 6 23
Asia 22 27
Total 177 299
The reduction of headcount is due to the restructuring pro-
gramme. The reduced personnel costs compared to prior year
was impacted by the weaker Euro.
21.3 Number of employees by role08/09 07/08
Sales, engineering, service 51 92
Production 71 115
Research and development 30 47
Administration 25 45
Total 177 299
21.4 Average number of employees and personnel costs08/09 07/08
Average number of employees
during the fi nancial year 238 299
Personnel costs in 1,000 CHF 23,493 25,283
Personnel costs per employee in 1,000 CHF 98.7 84.7
1180.indd 511180.indd 51 17.07.2009 17:08:0817.07.2009 17:08:08
52Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
21.5 Option planNumber of options 08/09 07/08
(1 option gives right to 1 bearer share of Infranor Inter Ltd.)
Outstanding at the beginning of the period 4,660 5,410
Issued 0 0
Exercised during the period 0 0
Expired / cancelled during the period – 332 – 750
Outstanding at the end of the period 4,328 4,660
Average strike price of outstanding options 40.80 49.07
Options with a sales restriction period
of 0 to 3 years 1,700 2,600
Exercisable within 1 year 300 332
Exercisable within 1 to 5 years 2,328 2,028
Exercisable within 5 to 8 years 1,700 2,300
Average remaining contractual life in years 4 8
Number of options “in the money” 0 2,628
Number of options “out of money” 4,328 2,032
The employee’s stock option plan is described on page 42. The
options cannot be covered by the conditional share capital.
Consequently, the company may be holding treasury shares to
cover these option rights.
22. General and administrative costs1,000 CHF 08/09 07/08
Administrative costs 1,080 1,323
IT costs 257 302
Travel costs 535 426
Consultancy & service fees 459 445
Audit fees 341 429
Services from related companies 449 498
Services to related parties – 39 – 33
Total general and administrative costs 3,082 3,390
23. Sales costs1,000 CHF 08/09 07/08
Marketing 143 180
Exhibitions 186 133
Commission 316 587
Representative offi ce 225 1
Travel expenses 851 1,146
Miscellaneous 135 136
Total sales costs 1,856 2,183
24. Other operating expenses
24.1 Details on other operating expenses1,000 CHF 08/09 07/08
Production and engineering expenses 1,785 2,042
Costs relating to a different accounting period 62 45
Restructuring costs 5,045 283
Rental costs 1,586 1,390
Rental costs related party 362 341
Warranty costs 831 1,016
Accounts receivable losses & bad debt allowances 156 232
External R&D costs, trademarks, patents 1,398 631
Capitalized product launching costs – 710 – 131
Total other operating expenses 10,515 5,849
Restructuring costs by country
Switzerland 1,343 218
Germany 879 0
Netherlands 161 65
England 177 0
France 690 0
Spain 1,074 0
USA 421 0
China 300 0
Total restructuring costs 5,045 283
Restructuring costs by nature
Moving locations & closing costs 184 0
Obsolete leases and
additional write off of installations 712 0
Indemnities / payroll of
non contributing laid-off staff 3,532 283
Legal costs, consultant costs 350 0
Sale costs for Automotion 267 0
Total restructuring costs 5,045 283
The Group had to roll-out a restructuring plan in the last quarter
of 2008/09 with the effects of lay-offs, closing location and mov-
ing businesses, closing or merging companies and selling one
operational business (Automotion Inc.). The effects of all those
actions have been accrued and it is foreseen, that with some
exceptions, the restructuring will be completed before end of the
fi rst semester of 2009/10. The objective of the restructuring
programme was to reduce the break-even to a level in 2009/10 at
which the company can generate a small profi t under the as-
sumption that the world economy will start to recover in autumn
2009.
1180.indd 521180.indd 52 17.07.2009 17:08:0817.07.2009 17:08:08
53Infranor Group Financial Report 2008/2009
The R&D item in the income statement shows only external
research and development costs including prototyping costs as
well as current costs for trademark and patent rights. In the
current accounting period, 0.71 million CHF (previous year: 0.13
million CHF) in external costs were capitalised for the products
launched (in accordance with IAS 38.57 f). The total research and
development costs are allocated to various items in the income
statement and break down as follows:
24.2 Total research and development costs1,000 CHF 08/09 07/08
Internal engineering 3,667 4,047
External engineering 310 315
Materials, tools and miscellaneous items 227 256
Patents 36 51
Total development costs 4,240 4,669
as % of net sales 7.8 % 6.2 %
25. Other operating income1,000 CHF 08/09 07/08
Commission income 352 471
Income relating to a different accounting period 250 146
Other income 257 174
Total 859 791
Sales commission for slewing rings and bearings decreased due
to the overall business situation.
Income relating to the previous accounting periods were mainly
generated by the windfall of an out-of-court settlement. An
indemnity payment for the relocation of our distribution com-
pany in Spain is shown as other income.
26. Depreciation and amortisation1,000 CHF 08/09 07/08
Depreciation of property, plant and equipment 922 1,125
Amortisation of intangible assets 697 445
Total depreciation and amortisation 1,619 1,570
The increased amortisation of intangible assets is the result of
the investment in software and product development. More
details can be found in Notes 8 and 9 on pages 44 and 45.
27. Financial result1,000 CHF 08/09 07/08
Interest income 33 59
Net foreign exchange gains 0 55
Total fi nance income 33 114
Interest expenses – 458 – 396
Convertible bond interest expense – 165 – 338
Transaction costs convertible bond – 20 – 168
Interest expense of collateralised debt obligation – 603 – 603
Collaterised debt obligation transaction costs – 31 – 31
Net foreign exchange losses – 727 0
Bank charges – 152 – 287
Total fi nance expenses – 2,156 – 1,823
Financial result – 2,123 – 1,709
28. Earnings per share
28.1 Undiluted (losses) / earnings per share08/09 07/08
Net profi t/(loss) (in CHF) – 9,412,900 2,789,840
Weighted average number of
outstanding shares 776,246 709,211
Less average number of treasury shares – 11,110 – 11,110
Number of shares on which calculation is based 765,136 698,101
Undiluted earnings per share in CHF – 12.30 4.00
28.2 Diluted earnings per shareRegarding the effects of a conversion of the convertible bond
being anti-dilutive, there are no dilutive effects in 2008/09. Last
year, the diluted earnings per share was calculated at 3.64,
resulting from the adjusted earnings of CHF 3.28 million and
adjusted number of shares 899,999.
29. Contingent liabilities1,000 CHF 30.04.09 30.04.08
Guarantees provided by Infranor Inter Ltd.
for banks and landlords 1) 12,356 12,753
Infranor Inter Ltd. guarantee for collateralised
debt obligation PULS 2006 – 13 1) 8,300 8,300
Guarantees provided to third parties 1) 90 90
Total 20,746 21,143
As of 30 April, 2009, Group companies drew on bank credit lines,
which are guaranteed by Infranor Inter Ltd, in the amount of 6.6
million CHF (previous year 3.2 million CHF). Furthermore, the
bank credit lines (with and without guarantees from Infranor Inter
Ltd.) of all Group companies, including bank discount limits,
amounted to a total of 14.6 million CHF (previous year: 20.1
million CHF).
1) All in favour of subsidiaries.
1180.indd 531180.indd 53 17.07.2009 17:08:0817.07.2009 17:08:08
54Infranor Group Financial Report 2008/2009
Notes to the Consolidated Financial Statements
30. Pledged assets1,000 CHF 30.04.09 30.04.08
Assignment of individual accounts receivable 554 663
Total 554 663
The Spanish engineering company (last year also the French
companies) fi nance their current assets partially through assign-
ment of receivables and discounted bills and checks.
31. Off-balance sheet obligations under operating leases andrental agreements1,000 CHF 30.04.09 30.04.08
Obligations
– due within one year 842 1,119
– due in 1 to 5 years 2,760 3,350
– due over 5 years 864 1,178
Total 4,466 5,647
The obligations consist almost exclusively of rental contracts
for buildings used by the Group. The longest rental contract has
seven years to run and was drawn up for the Cybelec SA build-
ing. The remaining rent obligation for this contract amounts to
3.0 million CHF.
32. Transactions with related parties1,000 CHF 08/09 07/08
Gross salaries, bonuses, fees 427 975
Social charges & pension charges
paid by employer 3 48
Share-based compensation 0 0
Other compensation 10 3
Compensation paid to executive members
of the Board of Directores 440 1,026
Gross salaries, bonuses, fees 81 34
Social charges &
pension charges paid by employer 9 2
Other compensation 12 6
Compensation paid to non-executive members
of the Board of Directors 102 42
Gross salaries, bonuses, fees 875 703
Social charges & pension charges
paid by employer 127 97
Other compensation 0 27
Compensation paid to other
Group Management members 1,002 827
Total compensation 1,544 1,895
The detailed information required by Section 663b bis of the
Swiss Code of Obligations on management compensation is
disclosed in the separate fi nancial statement of Infranor Inter Ltd
on pages 65 and 66.
In the 2008/09 fi nancial year, the Group had fi ve executive com-
pany offi cers (executive members of the Board of Directors and
other members of Group Management) of which one person was
an offi cer for six months. In the previous year there were fi ve
executive offi cers, of which one person was an offi cer for three
months. The compensation for Martin Bölsterli is regulated in a
management agreement with the consulting company of Martin
Bölsterli, Zug. The option plan for Martin Bölsterli elapsed on
30 April, 2007, and was not renewed. There are no employment
contracts with non-standard periods of notice (more than one
year) or with severance-payment arrangements. No compensation
has been paid to former offi cers. Compensation is paid to new
members of Group Management pro rata temporis.
Other transactions1,000 CHF 08/09 07/08
Rent to companies of the Perrot Duval Group 362 341
Management services provided by Perrot Duval
Management Ltd. 410 498
Management services provided
by ISA Management S.A.
to Perrot Duval Group – 39 – 33
Legal advice provided by Board member
Dr. iur R. Müller 37 13
All transactions have been conducted at arm’s length. Apart from
the above-mentioned compensation, no further monetary pay-
ments were made.
33. Share ownership
As the main shareholder, Perrot Duval Holding SA held 78.1 per
cent of the share capital (previous year: 74.0 per cent plus subsid-
iary Bleu-Indim 4.7 per cent). There are no other shareholders
with more than 3 per cent of the voting rights (in accordance with
Section 663c of the Swiss Code of Obligations).
The Board of Directors and Group Management held a total of
3,510 shares (0.5 per cent) in Infranor Inter Ltd. as of 30 April,
2009 (no changes versus previous year).
The Board of Directors of Infranor Inter Ltd. has no knowledge of
close members of the family of members of the Board of Direc-
tors or Group Management who are shareholders in Infranor
Inter Ltd.
1180.indd 541180.indd 54 17.07.2009 17:08:0917.07.2009 17:08:09
55Infranor Group Financial Report 2008/2009
34. Events after the balance sheet date
On 15 May, 2009, the Group announced a change in and reduc-
tion of the Group Management as part of the restructuring
programme launched in the second semester 2008/09 in order to
adapt the cost structures to the reduced sales volume. Please see
page 20 Corporate Governance. The fi nancial statements have
been prepared on a going concern basis which the Directors and
the Group Management believe to be appropriate.
Because of the strong economic downturn worldwide with the
negative impact on the net sales of the group, in June 2009,the
management reviewed the going concern issue again and con-
cluded that due to the very strong technical tie with our custom-
ers, the lack of loss of customers and the signifi cant lower break
even point thanks to the restructuring measures taken, that the
Group’s ability to continue as a going concern was not in doubt
in the rebounce of the world economy.
The restructuring programme can be fi nanced with cash availa-
ble. The major shareholder granted a shareholder’s loan of 1
million CHF in April 2009. This loan was increased by
0.5 million CHF in May 2009. At the date of the issuance of this
annual report, letters of intent to invest 1.8 million CHF into
Infranor have been received and together with the above-men-
tioned shareholder’s loan, the repayment of the convertible bond
on 18 December 2009 is secured.
With the major banks, a standstill agreement until end of June
2010 was reached as set out in the note 11 on page 47. On 10 July
2009, an addendum to the standstill agreement was put in place,
whereby the Swiss banks agreed, that they will not require an
additional cash injection of 1 million CHF. On the other hand, the
group had paid back until end of June an additional 1.28 mil-
lion CHF earlier than foreseen and has agreed to a reduction of
the credit line as of July 10 also of 1.28 million CHF.
The actual condition of the automation industry at the date of
issuance these fi nancial statements, despite some positive
signals from China and the USA, does not yet give a visibility of
the business development in the next 12 months. In case of a
further decline of business volume, the Company will not hesitate
to take further actions in order to adapt the business structure
accordingly.
Between the balance sheet date and the date of publication of
this Annual Report, no other events occurred which could have a
material impact on the consolidated fi nancial statements for
2008/09.
35. Approval of the annual fi nancial statements
The consolidated annual fi nancial statements were authorised for
issue by the Board of Directors of Infranor Inter Ltd. at its meet-
ing on 9 July, 2009 and by notational voting using written circula-
tion on 14 July, 2009. The Board of Directors will recommend to
the Annual Shareholders’ Meeting on 10 September, 2009, that
the annual fi nancial statements be approved.
1180.indd 551180.indd 55 17.07.2009 17:08:0917.07.2009 17:08:09
56Infranor Group Financial Report 2008/2009
Report of the Statutory Auditor
1180.indd 561180.indd 56 17.07.2009 17:08:0917.07.2009 17:08:09
57Infranor Group Financial Report 2008/2009
1180.indd 571180.indd 57 17.07.2009 17:08:1117.07.2009 17:08:11
1181.indd 581181.indd 58 17.07.2009 17:10:1617.07.2009 17:10:16
Infranor Inter Ltd. Financial Report
60 Balance Sheet
61 Income Statement
62 Notes to the Annual Financial Statements
68 Report of the Statutory Auditor
1181.indd 591181.indd 59 17.07.2009 17:10:1617.07.2009 17:10:16
60Infranor Inter Ltd. Financial Report 2008/2009
Balance Sheet of Infranor Inter Ltd.
CHF Note 30.04.09 % 30.04.08 %
Assets
Current assets
Cash and cash equivalents 1,112,930 4.7 1,007,101 3.5
Treasury shares 1 299,415 1.2 443,291 1.6
Other receivables 2 19,822 0.1 17,600 0.1
Deferred charges 3 4,688 0.0 5,360 0.0
Total current assets 1,436,855 6.0 1,473,352 5.2
Fixed assets
Investments 4 20,600,000 85.7 21,636,828 76.3
Loans to Group companies 5 2,000,000 8.3 5,260,000 18.5
Total fi xed assets 22,600,000 94.0 26,896,828 94.8
Total assets 24,036,855 100.0 28,370,180 100.0
Liabilities
Current liabilities
Current liabilities 6 12,466 0.1 27,273 0.1
Loans from Group companies 7 0 0.0 200,000 0.7
Subordinated convertible bond 2002 – 2009 9 3,320,160 13.8 0 0.0
Accruals and deferred income 8 277,271 1.1 344,401 1.2
Total current liabilities 3,609,897 15.0 571,674 2.0
Long-term liabilities
Subordinated convertible bond 2002 – 2009 9 0 0.0 3,380,160 11.9
Shareholder’s loan subordinated 2009 – 2012 9 1,000,000 4.2 0 0.0
Total long-term liabilities 1,000,000 4.2 3,380,160 11.9
Shareholders’ equity
Share capital 10, 11 15,539,920 64.7 15,509,920 54.7
Legal reserve 12 4,665,420 19.4 4,485,420 15.8
Reserve for treasury shares 12 467,128 1.9 467,128 1.6
Balance brought forward from previous year 12 2,277,106 9.5 4,683,310 16.5
Increase in holding of treasury shares 12 0 0.0 0 0.0
Loss for the year 12 – 3,522,616 – 14.6 – 727,432 – 2.6
Unappropriated retained losses / earnings 12 – 1,245,510 – 5.2 3,955,878 14.0
Total shareholders’ equity 12 19,426,958 80.8 24,418,346 86.1
Total liabilities and shareholders’ equity 24,036,855 100.0 28,370,180 100.0
1181.indd 601181.indd 60 17.07.2009 17:10:1617.07.2009 17:10:16
61Infranor Inter Ltd. Financial Report 2008/2009
Income Statement of Infranor Inter Ltd.
CHF Note 08/09 % 07/08 %
Income from investments 13 2,190,000 86.5 1,942,772 79.6
Financial income 14 341,141 13.5 496,443 20.4
Total income 2,531,141 100.0 2,439,215 100.0
General and administrative costs 15 – 578,312 – 22.8 – 407,677 – 16.7
Write-downs on investments and
loans to Group companies 16 – 5,156,828 – 203.8 – 2,398,623 – 98.3
Financial expenses 17 – 318,617 – 12.6 – 360,347 – 14.8
Profi t before taxes – 3,522,616 – 139.2 – 727,432 – 29.8
Income taxes 0 0.0 0 0.0
Loss for the year – 3,522,616 – 139.2 – 727,432 – 29.8
1181.indd 611181.indd 61 17.07.2009 17:10:1617.07.2009 17:10:16
62Infranor Inter Ltd. Financial Report 2008/2009
Notes to the Annual Financial Statements
Balance Sheet
1. Treasury shares08/09 07/08
Number CHF* Number CHF*
Balance as at 1.5. 11,110 443,291 11,110 443,291
Additions 0 0 0 0
Disposals 0 0 0 0
Balance as at 30.4. 11,110 299,415 11,110 443,291
* Acquisition cost
The holding of treasury stock is used to cover an options
programme that expired on 30 April, 2007, and was not extended.
Further details can be found in note 21.5 on page 52 of the con-
solidated annual fi nancial statement.
2. Other receivables
Only withholding-taxes recoverable are shown under this
heading.
3. Deferred charges
The deferred charges mainly consist of accruals for the cost of
the listing at the SIX Swiss Exchange.
4. Investments
Companies Number of Currency Par value Nom. share Interest 30.04.09 30.04.08
shares per share capital % 1,000 CHF 1,000 CHF
in 1,000
Cybelec S.A., CH-Yverdon-les-Bains 250 CHF 1,000 250 100 10,000 12,405
Infranor Holding S.A.
CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 9,032
ISA Management S.A., CH-Coppet 0 CHF 0 0 0 0 200
Total net carrying amount 20,600 21,637
Cybelec S.A. is the parent company of the Cybelec division with
development, production, engineering and sales functions.
Cybelec S.A. has two 100 per cent subsidiaries, one in China and
one in Italy.
Infranor Holding S.A. is the holding company of the Infranor
division and includes also the operational Infranor group man-
agement activities after the absorbtion of the group management
company, ISA Management S.A. as of 30 March 2009. Infranor
Holding S.A. owns eight 100 per cent subsidiaries, further details
see page 34.
The investments are subjected to an annual impairment test
using DCF methods on the balance sheet date. An impairment
loss was recognised in 2009 for the investment in Cybelec SA as
well as in the Infranor Holding SA (see note 16). This was due to
the aggravation of the economic situation and the outlook of the
participation and its subsidiaries.
The share capital of Infranor Holding SA was increased by 4.12
million CHF by conversion of loans.
1181.indd 621181.indd 62 17.07.2009 17:10:1717.07.2009 17:10:17
63Infranor Inter Ltd. Financial Report 2008/2009
5. Loans to Group companiesCHF 30.04.09 30.04.08
Infranor Holding S.A., CH-Coppet 1,000,000 3,460,000
Cybelec S.A., CH-Yverdon-les-Bains 1,000,000 1,800,000
Total 2,000,000 5,260,000
The previous year’s loan to Infranor Holding SA and an add-
itional loan of 2008/09 were converted into share capital. A new
loan of 1 m CHF was granted to Infranor Holding SA in April 2009
to help to maintain enough liquidity within the division. Cybelec
SA could partially pay back its loan.
6. Current liabilitiesCHF 30.04.09 30.04.08
Accounts payable 12,465 19,243
Accounts payable Group 1 8,030
Total 12,466 27,273
7. Loans from Group companiesCHF 30.04.09 30.04.08
ISA Innovations S.A., CH-Coppet 0 200,000
Total 0 200,000
8. Accruals and deferred incomeCHF 30.04.09 30.04.08
Annual report and annual shareholders’ meeting 56,997 168,645
Interest on convertible bonds 60,870 60,658
Auditing / actuary costs 72,000 74,544
Restructuring costs 40,000 0
Taxes / miscellaneous 47,404 40,554
Total 277,271 344,401
9. Subordindated loans 9.1. Short-term convertible bond 2002 – 2009CHF 30.04.09 30.04.08
Par value of subordinated convertible bond
as at 1.5. 3,380,160 8,683,000
Converted – 60,000 – 5,302,840
Paid back 0 0
Par value of subordinated convertible bond
as at 30.4. 3,320,160 3,380,160
9.2. Long-term shareholder’s loanCHF 30.04.09 30.04.08
Subordindated shareholder’s loan 2009 – 12
Perrot Duval Holding S.A. Geneva 1,000,000 0
Total subordinated shareholder’s loan 1,000,000 0
A seven-year subordinated convertible bond was issued on
18 December, 2002 and is due for cash settlement on 18 Decem-
ber, 2009. The bond carries a coupon of 5 per cent. Bondholders
are entitled to convert four bonds, each with a par value of
10 CHF, into one new Infranor Inter Ltd. bearer share with a par
value of 20 CHF between 16 June, 2003, and 11 December, 2009.
According to point 5.3 of the terms of the bond issue, the bond
may, under certain conditions, be repaid at par, in part or in full,
from 16 June, 2003, onwards. According to point 5.2, the bond
may be repaid unconditionnally by the issuer, at any time prior to
maturity at par plus accrued interest from 18 December, 2007,
subject to a notice period of 30 calendar days.
A new subordinated shareholders’ loan from Perrot Duval
Holding SA has been granted as of 29 April, 2009 with a duration
until 31 December, 2012 at an interest rate of 9.2 per cent.
10. Share capitalNumber of bearer shares issued 30.04.09 30.04.08
With a par value of 20 CHF no. 776,996 775,496
Share capital as at 30.4. CHF 15,539,920 15,509,920
Conditional capital (175,504 shares
with a par value of 20 CHF) CHF 3,510,080 3,540,080
Treasury shares no. 11,110 11,110
In the year under review, 6,000 convertible bonds amounting to
60,000 CHF were converted into 1,500 bearer shares at a nominal
price of 20 CHF. The premium amounted to 30,000 CHF.
The bearer shares are listed on the SIX Swiss Exchange in Zurich.
Security no. 724 910; Telekurs and Swissquote: INI; Thomson
Reuters: INI.S.
11. Share ownership
As the main shareholder, Perrot Duval Holding SA held 78.1 per
cent of the share capital (previous year 74.0 per cent and its
subsidiary Bleu-Indim SA held 4.7 per cent). There are no other
known shareholders with more than 3 per cent of the voting
rights (under Section 663c of the Swiss Code of Obligations). The
Board of Directors and Group Management held a total of 3,510
shares (0.5 per cent) in Infranor Inter Ltd. as of 30 April, 2009.
1181.indd 631181.indd 63 17.07.2009 17:10:1717.07.2009 17:10:17
64Infranor Inter Ltd. Financial Report 2008/2009
Notes to the Annual Financial Statements
12. Shareholders’ equityShare Legal Reserve Retained Total
capital reserve for treasury earnings
shares
Balance as at 1.5. 15,509,920 4,485,420 467,128 3,955,878 24,418,346
Allocation to legal reserve 150,000 – 150,000 0
Dividend – 1,528,772 – 1,528,772
Increase in share capital as a result of convertible bond 30,000 30,000 60,000
Loss for the year – 3,522,616 – 3,522,616
Balance as at 30.4. 15,539,920 4,665,420 467,128 – 1,245,510 19,426,958
Income Statement
13. Income from investmentsCHF 08/09 07/08
Cybelec S.A., CH-Yverdon-les-Bains 1,750,000 900,000
Mavilor Motors S.A., ES-Sta. Perpètua de Mogoda 0 526,772
Infranor Holding S.A., CH-Yverdon-les-Bains 360,000 360,000
ISA Innovations S.A., CH-Coppet 0 110,000
ISA Management S.A., CH-Coppet 80,000 46,000
Total 2,190,000 1,942,772
14. Finance incomeCHF 08/09 07/08
Interest income
Cybelec S.A., CH-Yverdon-les-Bains 139,680 178,480
Infranor Holding S.A., CH-Yverdon-les-Bains 192,433 80,300
Infranor Holdings USA, Inc., US-Dover 0 179,477
ISA Managment S.A., CH-Coppet 0 5,959
Subtotal interest income from Group companies 332,113 444,216
Bank interest 8,160 35,542
Foreign exchange gains 868 16,685
Total 341,141 496,443
15. General and administrative costsCHF 08/09 07/08
Personnel costs 114,981 38,507
Auditing costs for holding company & Group 78,376 80,000
Tax on capital and other taxes 7,247 8,902
Publications & General Assembly 226,856 207,406
Other administrative expense 150,852 72,862
Total 578,312 407,677
16. Write-downs on investments and loans to Group companiesCHF 08/09 07/08
Write-down on loan to:
Infranor Holdings USA, Inc., US-Dover 0 – 2,557,656
Write-down on investments:
Infranor Asia Ltd, CH-Zürich 0 – 300,000
Infranor Holdings USA, Inc., US-Dover 0 – 2,000,905
Cybelec S.A., CH-Yverdon-les Bains – 2,404,826
Infranor Holding S.A., CH-Yverdon-les-Bains – 2,752,002
Recapture of depreciation:
below cost of acquisition
Cybelec S.A., CH-Yverdon-les Bains 0 2,304,940
ISA Management S.A., CH-Coppet 0 99,999
ISA Innovations S.A., CH-Coppet 0 54,999
Total – 5,156,828 – 2,398,623
The revaluation of investments is explained in note 4 page 62.
17. Finance costsCHF 08/09 07/08
Interest paid on convertible bond 166,218 432,650
Change to interest accruals
for convertible bond 449 84,059
Bank interest and FX transaction loss 8,074 4,330
Subtotal fi nance costs paid to third parties 174,741 352,921
Interest ISA Innovations S.A., CH-Coppet 0 3,426
Interest Violet-Indim S.A., CH-Coppet 0 4,000
Fair value change treasury shares 143,876 0
Subtotal fi nance costs Group companies 143,876 7,426
Total 318,617 360,347
1181.indd 641181.indd 64 17.07.2009 17:10:1717.07.2009 17:10:17
65Infranor Inter Ltd. Financial Report 2008/2009
18. Management compensation
Pension fund
Fixed gross Variable gross social security Other
2008/09 CHF remuneration remuneration charges remuneration Total
Board of Directors
Martin Bölsterli *) Executive Chairman 23,417 0 2,548 10,000 35,965
Nicolas Eichenberger Vice-Chairman 36,190 0 3,938 6,000 46,128
François Jaquier Member 24,656 0 2,683 3,000 30,339
Richard Müller Member 19,692 0 2,143 3,000 24,835
Francesc Cruellas *) Executive Director 0 0 0 0 0
Total 103,955 0 11,313 22,000 137,268
Group Management
Total Group Management 1,114,290 167,652 120,215 0 1,402,157
Highest individual compensation Martin Bölsterli 280,500 113,652 0 0 394,152
Pension fund
Fixed gross Variable gross social security Other
2007/08 CHF remuneration remuneration charges remuneration Total
Board of Directors
Nicolas Eichenberger Chairman 152,000 81,000 18,054 0 251,054
Martin Bölsterli *) Delegate of the Board of
Directors / CEO 0 0 0 0 0
François Jaquier Member 17,000 0 1,029 3,000 21,029
Richard Müller Member 17,000 0 1,029 3,000 21,029
Francesc Cruellas *) Executive Director 0
Total 186,000 81,000 20,113 6,000 293,113
Group Management
Total Group Management 1,094,500 350,731 126,864 29,930 1,602,025
Highest individual compensation Martin Bölsterli *) 340,000 82,500 0 0 422,500
*) Martin Bölsterli has received compensation as Chairman of the
Board. His remuneration for services as Delegate is listed under
Group Management. The remuneration of Francesc Cruellas (for 6
months, left the Group Management end of the fi rst semester
2008/09) is listed under Group Management because he doesn’t
receive any direct compensation as member of the Board of
Directors of Infranor Inter Ltd. Rainer Isenrich joined the company
at the beginning of the second semester as CEO Infranor Division
and replaced Francesc Cruellas in the Group Management.
The amounts are gross amounts and include social security
contributions that must be paid by employees. The compensation
also includes payments made by other Group companies. Com-
pensation for Martin Bölsterli is defi ned in a management agree-
ment with the sole proprietorship Martin Bölsterli, dipl. Ing. ETH,
Zug. The option plan for Martin Bölsterli elapsed on 30 April,
2007, and was not renewed. No compensation has been paid to
former members of the Board of Directors, Group Management
or related parties.
1181.indd 651181.indd 65 17.07.2009 17:10:1717.07.2009 17:10:17
66Infranor Inter Ltd. Financial Report 2008/2009
Notes to the Annual Financial Statements
19. Share ownership by Management
CHF
Bearer
shares Options
30.04.09 30.04.09
Board of Directors
Martin Bölsterli *) Executive Chairman 1,298 4,328
Nicolas Eichenberger Vice-Chairman 610 0
François Jaquier Member 450 0
Richard Müller Member 50 0
Francesc Cruellas *) Executive Director 1,102 0
Total 3,510 4,328
Other Members of Group Management
Jean-Pierre van Griethuysen CEO Cybelec Division 0 0
Rainer Isenrich CEO Infranor Division 0 0
Pius Bernet CFO 0 0
Total 0 0
CHF
Bearer
shares Options
30.04.08 30.04.08
Board of Directors
Nicolas Eichenberger Chairman 610 0
Martin Bölsterli *) Delegate of the Board of Directors / CEO 1,298 4,660
François Jaquier Member 450 0
Richard Müller Member 50 0
Francesc Cruellas *) Executive Director 1,100 0
Total 3,508 4,660
Other Members of Group Management
Jean-Pierre van Griethuysen CEO Cybelec Division 50 0
Pius Bernet CFO 0 0
Bruno Guanziroli Senior VP Sales & Marketing 0 0
Total 50 0
*) Martin Bölsterli (full year) and Francesc Cruellas (fi rst semester) are executive members of the Board of Directors. Bruno Guanziroli left the company in May 2008.
1181.indd 661181.indd 66 17.07.2009 17:10:1717.07.2009 17:10:17
67Infranor Inter Ltd. Financial Report 2008/2009
2008.
20. Contingent liabilities1,000 CHF 30.04.09 30.04.08
Guarantees provided by Infranor Inter AG
for banks and landlords 12,356 12,403
Infranor Inter AG guarantee for collateralised
debt obligation PULS CDO 2006 – 1 8,300 8,300
Guarantees in favour of third parties 90 60
20,746 20,763
Bank limits were utilised by Group companies at the end of April
2009 in the amount of 6.6 million CHF (previous year: 3.2 million
CHF). As of 30 April, 2009, the credit limits of all Group compa-
nies (with and without guarantees from Infranor Inter Ltd.),
including bank discount limits, amounted to a total of 14.9 million
CHF (previous year: 20.1 million CHF).
According to Section 32 (1e) of the Swiss Value Added Tax Act,
Infranor Inter Ltd. is jointly and severally liable for all VAT owed
by Group companies in Switzerland.
21. Risk Management
Risk management takes place within the Infranor Group in
accordance with the principles and guidelines laid down by the
management. These regulate the protection against market risks
(exchange rates, interests), credit risks and liquidity risks. These
risks are further discussed below. There are also guidelines for
managing liquid assets and obtaining loans. Risk management is
aimed at minimising potentially negative effects of the fi nancial
situation.
The Board of Directors is responsible for monitoring the Group’s
internal management systems, which can manage but not elim-
inate all business risks. These systems offer adequate but not
total protection against errors and losses. Group Management is
responsible for identifying and assessing signifi cant risks for
each Group company. In addition to adopting quantitative ap-
proaches and formal guidelines – which represent just one
element of a comprehensive approach to risk management
– Group Management attaches importance to building up and
maintaining a suitable risk-management culture.
The Group’s risk policy also includes protecting against risks
through comprehensive and effi cient insurance cover as well as
through Infranor’s broad spread of customers across various
sectors of industry and geographical regions.
A comprehensive central internal control system (ICS) with an
internet-based multilingual software program support has been
implemented by the Group as of the beginning of last year.
However, due to the fact that the in the second semester the
focus of the management was to restructure the Group and to
adapt the size of the Group to the actual business volume, the
ICS could not be adapted simultaneously. As a consequence, the
local companies did not follow the revised ICS procedures as
expected. In the meantime, the system has been adjusted to the
new processes, and structures as well as the responsiblities have
had to be reallocated among the remaining staff, in order to be
able to comply fully with the internal guidelines and with Swiss
law. The Group Management reports quarterly to the Audit
Committee. The Audit Committee reviews the ICS at yearly
intervals with regard to identifying, evaluating and remedying
risks associated with business activities and adapts it to new
requirements as necessary.
22. Events after the balance sheet date
On 15 May, 2009 the Group announced a change and reduction
of the Group Management as part of the restructuring pro-
gramme lauched in the second semester 2008/09 in order to
adapt the cost structures to the reduced sales volume. Please see
note 24.1 on page 52 of the consolidated fi nancial statements and
note 34 on page 55.
No other events occurred after the balance sheet date which
could have a material impact on the 2008/09 annual fi nancial
statements.
There are no other circumstances which the company is required
to disclose under Section 663b of the Swiss Code of Obligations.
1181.indd 671181.indd 67 17.07.2009 17:10:1717.07.2009 17:10:17
68Infranor Inter Ltd. Financial Report 2008/2009
Report of the Statutory Auditor
1181.indd 681181.indd 68 17.07.2009 17:10:1817.07.2009 17:10:18
69Infranor Inter Ltd. Financial Report 2008/2009
1181.indd 691181.indd 69 17.07.2009 17:10:1917.07.2009 17:10:19
70Infranor Inter Ltd. Financial Report 2008/2009
Infranor Group
Infranor Inter AGGlatttalstrasse 37
CH-8052 Zürich
Phone +41 (0)44 307 45 00
Fax +41 (0)44 307 45 10
www.infranorgroup.com
Infranor Group ManagementRue des Uttins 27
CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 70
Fax +41 (0)24 447 02 71
www.infranorgroup.com
Cybelec Division
Switzerland China Italy
Cybelec SARue des Uttins 27
CH-1400 Yverdon-les-Bains
Phone: +41 (0)24 447 02 00
Fax: +41 (0)24 447 02 01
www.cybelec.ch
Cybelec numerical Control Technology (Shanghai) Co., Ltd. Room B4-1, Forward Hi-tech zone
33, Forward Rd., Jiading District
CN 201 818 Shanghai
Phone: +86 (0)21 64 40 10 95
Fax: +86 (0)21 64 40 10 97
www.cybelec.com.cn
Cybelec S.r.lVia Cesare Cantù 29
I - 20092 Cinisello Balsamo (MI)
Phone: +39 02 66 04 84 32
Fax: +39 02 61 29 15 73
www.cybelec.it
AdressesAs at August 1, 2009
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71Infranor Inter Ltd. Financial Report 2008/2009
Infranor Division
Switzerland
Infranor Holding SARue des Uttins 27
CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 70
Fax +41 (0)24 447 02 71
www.infranorgroup.com
Infranor AGGlatttalstrasse 37
CH-8052 Zürich
Phone +41 (0)44 308 50 00
Fax+41 (0)44 308 50 09
www.infranor.com
Branch Offi ceInfranor AGRue des Uttins 27
CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 90
Fax +41 (0)24 447 02 91
www.infranor.com
Benelux France
Sales Offi ceInfranor GmbH Postbus 1317
NL-3260 AH Oud-Beijerland
Phone+31 186 610 155
Fax+31 186 614 535
www.infranor.com
Infranor S.A.S. Avenue Jean Moulin
F-65100 Lourdes
Phone: +33 5 62 94 10 67
Fax: +33 5 6242 18 69
www.infranor.com
Sales Offi ce ParisInfranor SAS3, avenue Louis Delage
F-91310 Linas (Paris)
Phone: +33 1 69 63 355
Fax: +33 1 69 63 35 16
www.infranor.com
Germany Spain
Infranor GmbH Donaustrasse 19a
D-63452 Hanau
Phone +49 6181 18012 0
Fax +49 6181 18012 90
www.infranor.com
Infranor Spain S.L.U. Occitània, 24
E 08911 Badalona
Phone: +34 93 460 16 31
Fax: +34 93 399 96 08
www.infranor.com
Infranor Mavilor S.A.Polígono Industrial Urvasa
C/ Empordà 11-13
E-08130 Santa Perpètua de Mogoda
(Barcelona)
Phone: +34 93 574 36 90
Fax: +34 93 574 35 70
www.infranor.com
United Kingdom USA China
Infranor Ltd PO Box
UK-Woodbridge IP12 9EP
Phone: +44 1483 274 887
Fax: +44 1483 276 037
www.infranor.com
Infranor, Inc. 299 Ballardvale Street Suite 4
USA-Wilmington, MA 01887
Phone: +1 978 988 9002
Fax: +1 978 988 9112
www.infranor.com
Infranor Motion Control Technology (Shanghai) Co., Ltd. Room 601, No. 448
Hongcao Rd.
CN- Shanghai 200233
Phone: +86 (0)21 6145 5455
Fax: +86 (0)21 6145 5457
www.infranor.cn
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Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranorgroup.com
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81
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Annual Report 2008/09Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranorgroup.com
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)44 447 02 80Fax +41 (0)24 447 02 81
1754.indd 11754.indd 1 24.07.2009 10:40:5424.07.2009 10:40:54