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DATACOLOR AG ANNUAL REPORT 2013

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Page 1: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

Datacolor aGannual report 2013

Page 2: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

Board of Directors Datacolor AG report of the Board of Directors 3

Datacolor Share Information 4

Key Figures Datacolor 5

Corporate Governance Group Structure 6

executive Bodies 7

Information for Investors 12

Commentary to the Business Year 2012 / 13 14

Financial Report

Datacolor Consolidated Income Statement 16

Consolidated Balance Sheet 17

Consolidated Cash Flow Statement 18

Consolidated Statement of Changes in equity 19

notes to the Consolidated Financial Statements 20

report of the Statutory auditor on the Consolidated Financial Statements 37

Datacolor AG Balance Sheet 38

Income Statement 39

Statement of Changes in equity 39

notes 40

proposed appropriation of available earnings 42

report of the Statutory auditor on the Financial Statements 43

Addresses 44

Financial year from october 1, 2012 through September 30, 2013

Datacolor aGFInanCIal report 2 0 1 3

Page 3: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

analogous translation of the original German version of “Geschäftsbericht 2013”. In case of differences of interpre-tation arising in comparison to the German version, the wording of the original German version is valid.

Page 4: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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Report of the Board of Directors

In fiscal 2012/13, Datacolor significantly increased sales in all areas of activity, again reinforcing its position as one of the world’s leading companies for color measurement and color management solutions. Datacolor was especially successful in expanding its strong market position with solutions for the international textile market. Sales of solutions for the automotive and plastics industries as well as for paint and dye manufacturers were also encouraging. revenues from solutions for the digital color calibration of displays and printers as well as from ser-vice and support functions were at the same level as the previous fiscal year. owing to the challenging situation in europe, sales to customers in this region were likewise at the year-back level. Datacolor’s performance in the remaining geographic markets ranged from good to very good. to strengthen its position in the emerging turkish market, Datacolor established a sales and service organization there in the fiscal year under review.

the introduction of a functional organization structure and Datacolor’s clear focus on growth markets have paid off. research and development personnel as well as production staff were placed under the management of one and the same executive Committee member in order to achieve a substantial increase in efficiency as a result of the streamlined organization and improved internal procedures. Furthermore, focusing mainly on online opera-tions, Datacolor is selectively expanding the sales and marketing organization in order to bring the company much closer to customers and create strategic impetus for the development of new solutions for color measure-ment and color management.

With innovative products and services geared to customers’ needs, a sales organization optimally in sync with the markets and a considerably stronger marketing organization, Datacolor is well positioned for further sales growth.

It is the declared aim of the Board of Directors and management of Datacolor to further consolidate its strong market position and increase sales. In the new fiscal year, Datacolor will therefore be considerably increasing the research and development spend and investing additional funds in the selective expansion of marketing activities and the sales organization in order to materially speed up the development and market launch of new products.

owing to the increase in sales, Datacolor witnessed an encouraging trend in net income in fiscal 2012/13 too. Datacolor is debt-free. the company further increased its already substantial net cash position including financial assets in the year under review. the very solid equity ratio was maintained.

In view of the planned additional investments in product development, marketing and the ongoing expansion of sales structures, the Board of Directors of Datacolor is proposing to the general meeting of shareholders that a dividend of CHF 11 (fiscal 2011/12: CHF 11) be distributed for fiscal 2012/13.

on behalf of the Board of Directors, I would like to thank management and all employees for their successful efforts in an increasingly complex and challenging economic and political climate.

Werner DubachChairman of the Board of Directors

Report of the Board of Directors

Page 5: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

Datacolor Share Information

4

DATACOLOR SHARE INFORMATION

Stock exchange informationexpected dividend ex date (subject to approval by aGM) December 16, 2013

listing SIX Swiss exchange (Zurich)

Security ID 853 104

ISIn CH0008531045

reuters DCn.S

Bloomberg DCn

Investdata DCn

Capital structure 30.09.2013 30.09.2012

Share capital in CHF 168 044 168 044

Conditional share capital in CHF 4 580 4 580

number of registered shares 168 044 168 044

nominal value per share in CHF 1 1

registration restrictions none none

Voting restrictions none none

opting out / opting up none none

Significant shareholders (in %) 30.09.2013 30.09.2012

Dubach family* 52.64% 51.33%

Keller family* 16.72% 16.72%

Corisol Holding aG 7.76% 7.72%

*Shareholders ’Dubach family‘ and ’Keller family‘ form a shareholder group.

Shareholders by category (in %) 30.09.2013 30.09.2012

Significant shareholders 77.12% 75.77%

private investors 83.11% 80.69%

Corporate investors 16.89% 19.31%

non-registered shareholders 2.90% 2.76%

Share distribution 30.09.2013 30.09.2012

Number of registered shares Number of shareholders Number of shareholders1–100 619 656

101–1 000 16 18

1 001–10 000 4 5

>10 000 4* 4*

total 643 683

*including treasury shares of Datacolor aG

Share price data in CHF 2012 / 13 2011 / 12

First trading day 415.00 (16.10.2012) 407.75 (06.10.2011)

low 396.25 (10.04.2013) 356.00 (20.02.2012)

High 450.00 (05.08.2013) 420.00 (18.04.2012)

last trading day 420.50 (25.09.2013) 393.25 (30.09.2012)

average share price 418.79 386.76

Market capitalization in million as of September 30 70.7 66.1

Page 6: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

1) Calculation is based on the weighted average number of shares outstanding (issued shares less treasury shares).2) according to the proposal of the Board of Directors on november 5, 2013.3) Distribution in percentage of the share price as of September 30.

Average number of employees 331 311

Personnel expenses 27.2 23.4

Total assets 54.4 49.2

Shareholders’ equity 34.5 31.6

as a % of total assets 63.5% 64.1%

Net liquidity including financial assets 29.6 24.6

Per share data1)

average number of shares 154 740 153 095

earnings per share in uSD (non-diluted) 29.35 27.55

Free Cash Flow in uSD -1.15 18.50

Shareholders’ equity in uSD 223.24 206.17

Dividend in CHF2) 11.00 11.00

Share price data as of September 30 in CHF 420.50 393.25

Yield in %3) 2.6% 2.8%

Key Figures Datacolor

5

KEY FIGURES DATACOLOR

in USD million 2012 / 13 2011 / 12

Net sales 61.2 55.9

Change relative to previous year in % 9.5% 0.8%

EBITDA 6.8 6.8

Change relative to previous year in % -0.6% 14.0%

as a % of net sales 11.0% 12.1%

EBIT 5.2 5.4

Change relative to previous year in % -4.2% 14.3%

as a % of net sales 8.5% 9.7%

Profit for the year 4.5 4.2

Change relative to previous year in % 7.7% 11.7%

as a % of net sales 7.4% 7.5%

as a % of average shareholders’ equity 13.7% 14.0%

Cash flow from operating activities 8.0 4.5

Change relative to previous year in % 76.6% -12.9%

as a % of net sales 13.0% 8.1%

Cash flow from investing activities -8.2 -1.7

Change relative to previous year in % 383.7% 760.7%

as a % of cash flow from operating activities 102.2% 37.3%

Free Cash Flow -0.2 2.8

Change relative to previous year in % -106.3% -43.3%

as a % of net sales -0.3% 5.1%

Page 7: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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GROUP STRUCTURE

Introduction

Datacolor endorses a state of the art Corporate Gover-nance with high transparency for all stakeholders. profes-sional processes and individual accountability on all levels of the organization are the foundation.

the following information meets the requirements of the Directive on Information relating to Corporate Governance (Corporate Governance Directive, DCG) of the SIX Swiss exchange. Datacolor is further orientated to the Swiss Code of Best practice for Corporate Governance. If not mentioned differently all information are made for the closing date September 30, 2013.

the information on Corporate Governance can also be retrieved electronically under the following link: http://www.datacolor.com/company/investor-relations/corporate-governance/.

Roles and duties of Datacolor AG

Datacolor aG as top holding company of the Datacolor Group manages its business by means of objectives, it is involved in the planning process and monitors adherence to the budget. once the three-year plan and the budget have been approved by the Board of Directors, the execu-tive Committee acts on its own authority within the limits of the budget and the rules of competence. the executive Committee is responsible for consolidation, financing, con-trolling, asset management and investor relations.

Datacolor aG is a Swiss public limited liability company with its head office in lucerne. refer to note 28 for a dis-closure of controlled subsidiaries; the market capitalization is disclosed on page 4.

Strategy

Datacolor provides worldwide products and services to industrial as well as professional and hobby applications in the area of color measurement, management, commu-nication and calibration. Datacolor’s debt-free balance sheet enables it to achieve long-term growth targets with continuing organic growth and targeted acquisitions.

It aims to achieve significant growth by providing inno-vative hardware and software products, increasing market penetration, developing new markets, alliances and acqui-sitions. Its range comprises products and systems solu-tions that are competitive in terms of quality, performance and ease of use. the products are tailored to customer requirements and able to offer a large potential for gener-ating added value. providing services for its products is a growing core activity.

Datacolor aims for market leadership in defined cus-tomer segments as well as geographical markets.

Corporate performance is achieved by a flexible, lean and customer-oriented organization. the production depth is restricted to what is strategically necessary.

While meeting the requirements of a publicly listed company, the stable shareholder basis is a key driver of Datacolor’s attainment of its long-term goals.

Corporate Governance

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EXECUTIVE BODIES

Board of Directors of Datacolor AG

Werner Dubach, 1943, CHChairman, Board member since 1981elected until aGM for the fiscal 2014/15Dipl. Ing. Chem. etH Zurich, MBa Wharton university of pennsylvania

until January 2009, Ceo and Chairman of eichhof Holding aGuntil 1981, Director of the eichhof Group’s Beverages division1975–1979 technical Director of the eichhof Brewery1971–1975 Management assistant of the eichhof Brewery

Conzetta aG, Zurich, Member of the Board

Anne Keller Dubach, 1956, CHBoard member since 2012elected until aGM for the fiscal 2013/14

lic. phil. I, university Zurich, Sep Stanford Graduate School of BusinessSince 2007 Head Corporate Citizenship, Swiss re, Zurich2000–2007 Head Corporate Sponsorship/Head Brand Communication, Swiss re, Zurich1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse1991–1995 project lead Media/Marketing analysis, Dr. thomas Held, Zurich1988–1991 product Management Magazines/Head Marketing/promotions rincovision, ringier

Swiss Institute for art research SIK-ISea, Zurich, Chairman, Member of the Board of trustees

Peter Beglinger, 1945, CHDeputy Chairman, Board member since 1992elected until aGM for the fiscal 2012/13Dr. iur. university of Zurichuntil 2007 law office in Zurich, Counsel

1979–2006 own law office in Zurich1976–1978 legal adviser to the executive management of Jacobs aG1974–1976 law office Wenger & Vieli, Zurich1974 admitted to the bar

Würth Finance International B.V., nl, Member of the Board

Hans Peter Wehrli, 1952, CHBoard member since 2001elected until aGM for the fiscal 2013/14prof. Dr. oec. publ. university of Zurichprofessor of Business administration, university of Zurich

Belimo Holding aG, Wetzikon, Chairman of the Board Swiss prime Site aG, olten, Chairman of the Board

Fritz Gantert, 1958, CHBoard member since 2004elected until aGM for the fiscal 2014/15Dr. sc. techn., Dipl. Masch.Ing. etH Zurich

Since 2012 enterpreneur, Independent Board Member2007–2012 General Manager Security Communication Division, Member of the executive Board, ascom Holding aG2001–2006 Ceo of Schaffner Group1998–2001 Sarna Kunststoff Holding aG,1988–1998 ascom

Corporate Governance

Fritz Gantert, peter Beglinger, Werner Dubach, anne Keller Dubach, Hans peter Wehrli

Page 9: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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Board of Directors

Elections and term of officeMembers of the Board of Directors are elected by the an-nual General Meeting of Shareholders for an individual term of office of three years. newly elected members complete the terms of their predecessors. there are no limitations on terms of office.

Internal organizationthe Board of Directors is self-constituting. It appoints com-mittee members and the secretariat.

Dutiesthe Board of Directors is the supreme executive body of the Holding company. It adopts resolutions which deter-mine the company’s fundamental direction and oversees the work of senior management.

Committeesthe Board of Directors has established committees to sup-port its work. the primary role of these committees is to prepare business affairs and oversee the implementation of Board resolutions. Furthermore, the Board of Directors may delegate the final handling of certain affairs to the committees, provided that delegation of such tasks is not prohibited by law. the Board of Directors has established two committees: the Finance Committee as well as the Human resources and Compensation Committee. Fur-thermore, the Steering Committee acts as a supervisory and control instrument (refer to page 13). – the Finance Committee prepares the financial plan, the

budgets and the statements for submission to the Board of Directors. amongs other things, it issues instructions and monitors the appropriation of liquidity and the ex-ecution of asset management operations.

– the Human resources and Compensation Commit-tee drafts proposals for the remuneration of the Board of Directors. It also submits proposals to the Board for appointments to the position of Ceo and CFo. the Committee sets the fixed and variable components of re-muneration for the top levels of management, taking into account the situation on the labor market, performance and achievement of the targets that have been set. If the Committee deliberates on the remuneration of a member of the Human resources and Compensation Committee, this member shall withdraw from the proceedings.

Finance Committee: Werner Dubach, albert Busch (Ceo), Dr. Mark leuchtmann (CFo)Human resources and Compensation Committee: Dr. peter Beglinger, Dr. Fritz Gantert

Principles of operation of the Board of Directors and its committeesthe Board of Directors meets as often as business re-quires, but at least four times a year. Committee meetings are held in addition to Board meetings. Board meetings usually last for between half a day and a day.

In 2012 /13, the following number of meetings were held:– Board of Directors 4– Finance Committee 11– Human resources and Compensation Committee 2

Areas of competency

Board of Directors

the Board of Directors represents the company externally and

manages all company activities unless responsibility for these

has been transferred to another company body in accordance

with the law, the articles of association or other policies. the

non-transferable and inalienable duties are governed in art.

716a of the Swiss Code of obligations.

unless the law, the articles of association or the direc-

tives issued by the Board of Directors stipulate otherwise,

the Board of Directors delegate the operational management

of the company to the Ceo, together with the authority to

delegate associated tasks onwards. the company’s orga-

nization regulation governs the breakdown of responsibility

between the Board of Directors and the executive Committee

and can be obtained on the following website:

http://www.datacolor.com/content/corporate-governance.

Executive Committee

executive Committee members are appointed by the Board

of Directors and the Human resources and Compensation

Committee, respectively.

Information and control instruments vis-à-vis the Executive

Committee

the executive Committee informs the Board of Directors about

the current status of the business, the consolidated balance

sheet, the income statement and deviations to the budget on

a monthly basis. on the occasion of the four meetings of the

Board of Directors during the year, the executive Committee

reports on significant business transactions and on the results

of the group-wide management of financial and operating

risks.

Findings of the following bodies also contribute to the

regular decision-making process:

– external auditor KpMG aG, lucerne (auditor for Datacolor

aG), which conducts its audit in accordance with Swiss law

and Swiss auditing standards.

– Internal audit and risk Management, which monitors the

existence and adequacy and permanently seeks improve-

ments to the internal control system. Further, a systematic

process captures strategic, operational and financial risk and

develops and executes measures to mitigate and eliminate

risks.

Corporate Governance

Page 10: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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Corporate Governance

Albert Busch, 1967, nl / uSaCeo BS / MS in electrical engineeringMS in Industrial Management

Since 2008 with Datacolor, since January 2009 Ceo1991–2008, nV Bekaert Sa, management roles

Mark Leuchtmann, 1972, De / CHCFoDr. rer. pol. tu MunichSwiss Certified accountant

Since 2009 with Datacolor2007–2009 private equity Fund, Director2005–2007 Zurich Financial Services, Head Financial & transaction analysis1999–2005, pricewaterhouseCoopers, Manager

Brian Levey, 1957, uSaVice president Sales and SupportSales and SupportBS in Chemistry

Since 1996 with Datacolor, management roles1984–1996 Beckmann Instruments, management roles

Ross McGovern, 1978, GBVice president Human resources MS in Human resources ManagementBS english and politics

Since 2012 with Datacolor2001–2011 General electric Company, management roles

Tae Park, 1963, uSaVice president r&D and operationsBS in electrical engineering/Biomedical engineering

Since 2010 with Datacolor2007–2010 power Medical Internventions, Sr. Vp of engineering-operations, 2006–2007 Kovio, program/Ip Manager, 1993–2006 osirix, Cto1989–1993 trans-lite, Director of engineering, 1985–1989 Charm Bioengeneering, Sr. Biomedical engineer

albert Busch, Brian levey, ross McGovern, Mark leuchtmann, tae park

Datacolor Executive Committee

Page 11: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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Executive Committee

Other activities and and interest groupsthe executive Committee members have no permanent management and consulting functions for significant interest groups and do not hold either administrative or political offices.

Management contractsthere are no management contracts.

Compensation, shareholdings and loans

Content and process in regard to compensation and share option programs

Competences and process determining compensation and share option programon an annual basis the Human resources and Compen-sation Committee provides a proposal for the fixed and variable compensation to the Board of Directors. If the compensation of an individual member of the Human re-sources and Compensation Committee is affected, this member withdraws from the proceedings.

the Board of Directors annually determines the fixed and variable compensations to its members on the basis of the proposal by the Human resources and Compensa-tion Committee. In the decision process about the com-pensation of an individual Board member, this member keeps his/her participation and voting rights.

the Human resources and Compensation Committee annually determines the fixed and variable compensation for the executive Committee members and informs the Board of Directors accordingly.

For the arrangement of the compensation and share option programs, Datacolor aG does not employ any external advisors.

General principles and elements of the compensation

Board of Directorsthe members of the Board of Directors (all are non- executive) are remunerated with a fixed cash compensa-tion, as well as a variable compensation, which can also be paid in cash, or on request, to the extent defined annually at the discretion of the Board of Directors, remunerated in the form of options on registered shares of Datacolor aG. the fixed compensation is determined at the sole discre-tion of the Board of Directors. the variable compensation depends on the company’s financial success, reflected in the organic growth of sales as well as the operating profit eBIt. However, the weighing of the latter is at the discre-tion of the Board of Directors. the Board of Directors’ deci-sions are not based on benchmarks.

For further terms and conditions relating to the op-tions on shares of Datacolor aG, which Board members may opt for as their variable compensation component

(see above), refer to note 21 in the consolidated financial statements.

In the year under review, the Board’s variable compen-sation amounted to 23% of the fixed compensation. For more information on this as well as on the specific compo-sition of the Board’s compensation in the reporting year, refer to note 22 of the consolidated financial statements.

Executive Committeethe compensation of the executive Committee consists of a fixed base salary in cash, a variable performance-based bonus in cash that can be used to purchase stock options, plus contributions to the pension fund and social insurances.

the fixed base salary is mainly determined by the task to be executed, the responsibility to be assumed, the per-son’s qualifications and experience, as well as the market environment. Human resources and the Compensation Committee primarily refer to the findings of renowned studies relevant to the labor market of the uS-american technology sector to determine salary bandwidths. using this as a guideline, the Human resources and Compen-sation Committee then defines the fixed salaries at their discretion for the executive Commission.

the criteria for determining the variable compensation (performance-related bonus) are defined in the regulations adopted by the Human resources and Compensation Committee; these criteria are valid for several years and were last reviewed by the Human resources and Com-pensation Committee in 2011.

the performance-related bonus depends on the fulfill-ment of individual performance objectives and the finan-cial success of the company.

Initially, the pool available for performance-related bonuses is determined based on the two financial value drivers, organic growth in sales (without acquisitions or divestitures) compared to previous year figures and bud-get (60% weighting) as well as the operating eBIt com-pared to budget (40% weighting). the Board of Directors sets these targets during the budgeting procedure for a period of one year. the pool may reach a maximum of 200% of the budgeted target value of the variable com-pensation.

the members of the executive Committee (other employees might also be entitled to a bonus) receive individual performance-related bonuses based on the achievement of their individual performance goals from this pool. the pool depends on the company’s financial success. Measurable individual goals are agreed during the Management by objectives process at the beginning of the year between the Chairman of the Board of Directors and the Ceo as well as between the Ceo and the mem-bers of the executive Committee. after the end of the fiscal year, the Human resource and Compensation Committee assesses the fulfillment of these goals by the Ceo and the other members of the executive Committee.

If the actual eBIt achieved falls below the target set by the Board of Directors by more than 50% (minimum threshold), the payment of variable performance-related

Corporate Governance

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Corporate Governance

bonuses is subject to approval by the Human resources and Compensation Committee. no minimum threshold is determined for the achievement of the organic sales growth component. If actual eBIt realized exceeds bud-geted target, 25% of the exceeding amount is allocated to the variable compensation pool. the additional con-tribution to the variable compensation pool in case of overachievement is limited to 200% of the total budgeted variable compensation pool for all employees (maximum threshold). the performance-related bonus is determined at 100% by the attainment of the individual targets.

For the Ceo, the performance-related bonus may be a maximum of 82% and for the other members of the execu-tive Committee a maximum of 72% to 78% of the annual target salary. the target salary is made up of the fixed compensation plus the variable amount.

to define the performance-related bonus of the execu-tive Committee, the Human resources and Compensation Committee does not consult benchmarks.

In the year under review, the performance-related bonus for the members of the executive Committee amounted between 45% and 76% (2011 / 12: between 20% and 52%) of the fixed base salary. the attainment of individual performance objectives was weighted with 100% for the determination of the variable compensation for all members of the executive Committee.

the members of the executive Committee will have the possibility to use a portion of their variable compensation (performance-related bonus) as determined by the Human resources and Compensation Committee to purchase options on registered shares of Datacolor. a three-year blocking period is ensuring that the company’s long-term success is rewarded. For further parameters of the share option plan, please refer to note 21 (management share option plan).

For details on the executive Committee’s compensa-tion in the year under review, please refer to note 22 to the consolidated financial statements.

the pension and social insurance expenses include employer contributions to social security as well as the mandatory and non-mandatory occupational benefits.

the expense regulations for the members of the executive Board are basically the same as those for all other em-ployees of the respective group company. additional rules apply on lump-sum compensation of representatives and petty expenses for the members of the executive Com-mittee in Switzerland. these have been approved by the relevant cantonal tax authorities. the employment contract of members of the executive Committee does not foresee a company car for their use. Share allotment in the year under reviewIn fiscal 2012/13 2 880 stock options (emission 2009) have been alloted with treasury shares. refer to note 21 stock option plan.

Shareholdings and options Holdings of shares and options as at September 30, 2013 are disclosed in note 22 of the consolidated financial statements. the purpose of the option plan is to promote investment by executive Committee members in Datacolor aG in order to achieve greater identification with company goals and to align the interests of management with those of shareholders. the stock options are blocked for three years and entitle the holder to purchase registered shares at a ratio of 1:1. For detailed information refer to note 21 to the consolidated financial statements.

Loans granted to executive bodiesthere are no outstanding loans granted to members of the governing bodies.

Compensation for former members of governing bodiesno compensation was paid to former members of governing bodies.

Additional fees and remunerationsGenerally, additional fees and remunerations are not paid to members of the Board of Directors, executive Commit-tee members or related parties in an amount equal to or greater than half of the regular compensation for the given member.

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Share capitalthe share capital amounts to CHF 168 044 consisting of 168 044 registered shares with a nominal value of CHF 1 each. the registered shares entitle the holder to one vote at the General Meeting, provided that the shareholder is re-corded with voting rights in the Datacolor aG share register.

Authorized capitalthere is no authorized capital.

Conditional capitalthe share capital can be increased by a maximum amount of CHF 4 580 (previous year: CHF 4 580) by issuing 4 580 registered shares with a nominal value of CHF 1 each. this conditional capital increase was implemented to enable the exercise of option rights by the members of the Board of Directors and the executive Committee. Shareholders are excluded from this purchasing right.

Changes in capitalregarding capital changes caused by exercised options refer to note 21 and statement of changes in equity.

Participation certificatesthere are no participation certificates.

Limitations on transferability and nominee registrationsthere are no limitations with regard to transferability and nominee registrations.

Convertible bonds and optionsDatacolor aG has no outstanding convertible bonds. re-garding options, refer to information on compensation above, note 2 and note 22 to the consolidated financial statement.

Share listingDatacolor aG’s shares are listed on SIX Swiss exchange Zurich under security number 853 104. See Information about Datacolor Share on page 4 for an overview of the stock market listing and details of the market capitaliza-tion.

Legal status of shareholdersShareholders in Swiss public limited companies are granted extensive statutory participation and protection rights by law. these participation rights are further supple-mented by the company articles of association. these en-sure that, pursuant to the Code of obligations, the annual General Meeting of Shareholders is convened by placing a one-time announcement in the Swiss official Gazette of Commerce (Schweizerisches Handelsamtsblatt) and by sending a written invitation to the registered shareholders. an item is added to the agenda of the annual General Meeting of Shareholders if the corresponding request

is received no later than 40 days before the date of the meeting. every shareholder may, besides the independent proxy provided for by law, allow his or her shares to be rep-resented at the annual General Meeting by a shareholder with a written proxy form.

Voting rights limitationsevery shareholder entered with voting rights in the share register is entitled to vote. no new entries in the share register are made during the 22 days before the annual General Meeting of Shareholders. there are no limitations on voting rights.

Entry in the share registerthe entry of purchasers in Datacolor aG’s share register is not subject to any conditions.

Cross-shareholdingsthere are no cross-shareholdings.

Shareholdings in companiesthere are no shareholdings in listed companies. percent-age shareholdings in unlisted companies are disclosed in note 28 to the consolidated financial statements.

Significant shareholdersrefer to Datacolor share information on page 4. Share-holders ’Dubach family‘ and ’Keller family‘ form a share-holder group.

Duty to make an offerthe company’s articles contain no provisions regarding a duty to make an offer.

Clauses on changes of controlthere are no clauses on changes of control.

Auditors

Duration of the mandate and term of office of the lead auditorDatacolor aG has appointed KpMG aG, lucerne as audi-tor. In each case, the mandate is granted by Datacolor aG’s annual General Meeting of Shareholders for a period of one year. the mandate was first given to KpMG in 1992. thomas Studhalter has been auditor in charge since finan-cial year 2007 / 08.

Audit feeKpMG received an audit fee of tuSD 216 for the reporting year 2012 / 13.

Additional fees In addition to the audit fee, KpMG provided other services

Information for investors

INFORMATION FOR INVESTORS

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Information for investors

for tuSD 81. the major portion of other services related to tax consultancy and amounted to tuSD 46.

Supervisory and control instruments vis-à-vis the audi-torsthe Board of Directors holds at least two meetings a year with the auditor in charge of the mandate. the matters dealt with at these meetings include the planning and conduct of audits, the focus points of the audits and the findings thereof, the main points arising from management letters, the reports on special audits and the reports of the auditor and the group auditor. the Board of Directors has appointed a steering committee to manage the audits and to monitor implementation of the auditors’ proposals. this committee is made up of the Chairman, the Ceo and the CFo of Datacolor aG and the auditor in charge of the mandate and meets regularly while audit work is being carried out.

Information policy

PublicationsDatacolor aG publishes a semi-annual report and an annual report in accordance with Swiss Gaap Fer. additionally, shareholders and the capital market are kept informed of current changes and developments through press releases. as a company listed on SIX Swiss ex-change, Datacolor aG is aware of its duty to disclose events relevant to its share price (ad hoc disclosure of price-sensitive information). Information of the periodical financial reporting as well as ad-hoc news releases and further information on the Datacolor Group can be ac-cessed through website under the following link: http://www.datacolor.com/company/investor-relations/.

Financial calendarShareholders’ meeting December 12, 2013Semi-annual report May 6, 2014press release october 29, 2014publication annual report november 14, 2014Shareholders’ meeting December 12, 2014

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Increase in sales and incomeIn fiscal 2012/13, Datacolor increased consolidated net sales by a significant 9% to uSD 61.2 million (2011/12: uSD 55.9 million). eBItDa came to uSD 6.8 million as in the previous fiscal year (uSD 6.8 million), and eBIt amounted to uSD 5.2 million (uSD 5.4 million). net income grew by 8% to uSD 4.5 million (uSD 4.2 million). Datacolor is debt-free. Including financial assets, the company has a solid net cash position of uSD 29.6 million (uSD 24.6 mil-lion) and a strong balance sheet with a high equity capital ratio of 63% (64%).

Strong growth in Asian and American marketsthe asia pacific region generated 32.9% of sales in fis-cal 2012/13 (2011/12: 31.3%), continuing to gain in sig-nificance compared with europe, still Datacolor’s largest market. north and South america accounted for 31.0% (2011/12: 30.2%) of sales in the year under review. the substantial investments made in expanding the direct sales organization helped to drive this significant growth, in particular in China. Demand from the textile industry picked up substantially in fiscal 2012/13. Higher sales were reported most notably in asia and South america. In europe, sales remained stable despite continuing weak demand.

Marketing and sales structures expanded Datacolor is one of the leading international suppliers of software and hardware systems for color measurement and communication. the company is the global market leader in products for the textile industry as well as digi-tal color management solutions for displays and printers. In fiscal 2012/13, Datacolor further expanded its strong market position in key segments such as the automotive industry, plastics production, and paint and dye manufac-turing in the specialty chemicals sector.

as part of the strategy drive, Datacolor made sizable investments in enlarging its sales and service organiza-tion and stepped up its presence in growth markets. In europe, sales structures were streamlined in the area of digital color calibration systems for displays and printers. In the year under review Datacolor also set up a sales and service organization in the emerging market turkey. a company is being established in Brazil in order to rein-force Datacolor’s presence in the largest and strategically most important market in the region of South america. Datacolor has also invested heavily in expanding the mar-keting organization by recruiting industry-experienced specialists in the fields of online and product marketing. efforts to strengthen online marketing for imaging solu-tions and the newly launched website for industrial cus-tomers also permit Datacolor to respond faster and more

systematically to market needs and to feed these even more directly into product development.

In the year under review, Datacolor placed research and development personnel as well as production staff under the management of one and the same executive Committee member, thereby streamlining organizational structures and further improving communication between development and production. this process of optimiza-tion is designed to facilitate and speed up the launch of new Datacolor products over the long term. thanks largely to the expansion of the sales and marketing orga-nization, the headcount increased by a substantial 20 to 350 full-time equivalents in the year under review.

Innovative productsIn fiscal 2012/13, Datacolor rolled out innovative new products such as “Viewport”, a pioneering camera-based system for the precise color quality assessment of multi-colored patterned material samples. the first-of-its-kind technology behind “Viewport” allows objec-tive, digital color assessment under customer-specific light conditions. relying on a cloud-based exchange of high- resolution color-calibrated pictures, eliminating the need to ship physical samples, “Viewport” enables global market suppliers and retail chains in the textile indus-try to make significant cost savings in the procurement process.

the high-precision, easy-to-operate “SpyderCap-ture pro” application launched by Datacolor in the year under review is a color management tool that photogra-phers and designers can depend on along the entire pro-cessing chain.

Datacolor is the world’s first provider of a solution to improve the color on mobile devices: “Spyder Gallery” for ioS and android systems. this unique solution delivers high-quality reproduction of color-intensive images, which “Spyder Gallery” makes appear just as vivid on mobile devices as on stationary displays.

In the year under review, Datacolor received ISo 17025 accreditation for technical calibration.

Increased investments in sales and marketing organiza-tion reduces profit margins Driven by production efficiency initiatives and improved sales conditions for the Spyder product series, Datacolor reported a very high gross profit margin in fiscal 2012/13 as well, amounting to 65.3% (65.4%). an increase in busi-ness activities compared with the previous fiscal year resulted in a moderate uSD 0.4 million rise in operating working capital.

Despite 9% sales growth, the operating result (eBIt) was 4% lower year-on-year. this was primarily due to the

Commentary to the Business Year 2012 / 13

DATACOLOR IN FISCAL 2012 / 13

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uSD 2.5 million increase in expenditure for the selec-tive expansion of the sales organization, new marketing hires and higher r&D spending. the eBItDa margin was 11.0% (12.1%) and the eBIt margin 8.5% (9.7%). Data-color again utilized tax loss carryforwards in the fiscal year under review. With tax expenses at uSD 1.0 million, the tax ratio stood at around 18%.

total assets amounted to uSD 54.4 million (fiscal 2011/12: uSD 49.2 million). at uSD 29.6 million (uSD 24.6 million), cash and cash equivalents together with financial assets accounted for approximately 54% of total assets. Datacolor invested uSD 7.2 million in current and non-current financial assets to optimize the financial result and remains debt-free.

Datacolor AG (Holding)as in the previous fiscal year, Datacolor aG (holding com-pany for Datacolor investments in subsidiaries) posted a balanced result in the statutory financial statements in fis-cal 2012/13. as a result of the distribution of a dividend of CHF 11 for fiscal 2011/12 (43% of that year’s consoli-dated profit), the shareholders’ equity of Datacolor aG decreased to CHF 22.7 million (CHF 24.4 million).

Outlook Datacolor has an efficient, functional organization struc-ture, an attractive range of products and services and an optimally positioned, customer-oriented marketing and sales organization. to drive forward the development of new and unique products for unmet market needs and novel, innovative color management applications, Data-color will channel significantly more investment funding into research and development as well as the selective expansion of the marketing and sales organization in the new fiscal year. In doing so, Datacolor will substantially in-crease the development and number of market launches of new software and hardware products. Datacolor’s solid financial situation, efficient customer-focused organiza-tion and new products equip the company to consolidate its strong market position and achieve the ambitious growth targets in a stable overall economic environment, especially in the international textile industry.

Commentary to the Business Year 2012 / 13

this report contains forward-looking statements that reflect management’s views with respect to future events. Such statements are subject to risks and uncertainties. Datacolor disclaims any liability that actual results correspond to the forward-looking statements and does not assume any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report.

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Datacolor

CONSOLIDATED INCOME STATEMENT

in TUSD 2012 / 13 2011 / 12

Gross sales 61 483 56 148

Sales deductions -274 -236

Net sales 3 61 209 100.0% 55 912 100.0%

Cost of goods sold -21 210 -19 334

Gross profit 39 999 65.3% 36 578 65.4%

Sales and marketing expenses -19 092 -16 569

administrative expenses -9 534 -8 894

research and development expenses -6 134 -5 785

other operating result -61 73

EBIT 5 178 8.5% 5 403 9.7%

Financial income 6 909 499

Financial expenses 6 -562 -952

Profit before income taxes 5 525 9.0% 4 950 8.9%

Income taxes 7 -984 -732

Profit for the year 4 541 7.4% 4 218 7.5%

USD USD

Earnings per share 4

non-diluted 29.35 27.55

diluted 27.80 26.13

CHF CHF

Earnings per share1)

non-diluted 27.45 25.50

diluted 26.00 24.18

1 the earnings per share in CHF has been calculated from uSD to CHF by using the corresponding average rate of the period.

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Datacolor

CONSOLIDATED BALANCE SHEET

in TUSD 30.09.2013 30.09.2012

Assets

Cash and cash equivalents 8 21 890 24 035

Current financial assets 9 5 514 376

trade receivables 10 7 513 7 277

other receivables 11 1 265 945

Inventories 12 4 004 3 769

Current tax assets 265 353

prepaid expenses 126 150

Current assets 40 577 74.6% 36 905 75.0%

property, plant and equipment 13 9 193 9 279

Intangible assets 14 1 855 2 179

non-current financial assets 9 2 239 196

Deferred tax assets 7 555 675

Non-current assets 13 842 25.4% 12 329 25.0%

Total assets 54 419 100.0% 49 234 100.0%

Liabilities and shareholders’ equity

Financial liabilities 16 0 0

trade payables 2 006 1 968

Current tax liabilities 991 1 070

other liabilities 17 1 737 1 349

accrued liabilities 18 12 206 10 442

Short term provisions 19 512 438

Current liabilities 17 452 32.0% 15 267 31.0%

other liabilities 17 1 601 1 747

long term provisions 19 393 213

Deferred tax liabilities 7 430 424

Non-current liabilities 2 424 4.5% 2 384 4.9%

Liabilities 19 876 36.5% 17 651 35.9%

Share capital 153 153

treasury shares -4 100 -4 325

Capital reserves 175 2 340

retained earnings 38 315 33 415

Shareholders’ equity 34 543 63.5% 31 583 64.1%

Total liabilities and shareholders’ equity 54 419 100.0% 49 234 100.0%

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Datacolor

CONSOLIDATED CASH FLOW STATEMENT

in TUSD 2012 / 13 2011 / 12

Profit before income taxes 5 525 4 950

Depreciation of property, plant and equipment 13 1 146 965

amortization of intangible assets 14 432 425

result from the disposal of non-current assets 13 -6 -37

Changes in provisions 19 249 -100

other non-cash positions -63 473

Interest income/expense net 6 -20 8

Income from securities and dividends, net 6 -160 -9

Interest paid 6 0 -32

Change in fair value of derivatives 15 -7 327

Income taxes paid -826 -1 127

Cash flow before changes in working capital 6 270 5 843

Changes in trade receivables 10 -61 -756

Changes in other receivables and prepaid expenses 11 -296 -135

Changes in inventories 12 -217 -360

Changes in trade payables 12 -456

Changes in other and accrued liabilities 17 /18 2 274 385

Cash flow from operating activities 7 982 4 521

Investments in property, plant and equipment 13 -1 050 -1 750

Divestments of property, plant and equipment 6 207

Investments in intangible assets 14 -102 -177

Investments of financial assets 9 -7 184 0

Divestments of financial assets 9 135 0

Interest and dividends received 35 33

Cash flow from investing activities -8 160 -1 687

purchase of treasury shares -631 -375

exercise of stock options 213 335

Consideration received for issue of stock options 43 35

repurchase of stock options -126 -169

Dividends paid -1 832 -1 631

Cash flow from financing activities -2 333 -1 805

De- / Increase in cash and cash equivalents -2 511 1 029

Cash and cash equivalents at beginning of the year 24 035 23 386

translation differences on cash and cash equivalents 366 -380

Cash and cash equivalents at end of the year 8 21 890 24 035

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Datacolor

1) the share capital as of September 30, 2013 consists of 168 044 (previous year: 168 044) registered shares with a nominal value of CHF 1 each, translated to CHF/uSD with the spot rate as of September 30, 2008.

2) equals the historical purchase value of 13 036 treasury shares (previous year: 14 484). Shares purchased before october 1, 2008 were translated at the CHF/uSD closing rate as of September 30, 2008. In the period ended September 30, 2013 Datacolor purchased 1 432 (previous year: 923) registered shares at an average share price of CHF 406.80 for a total amount of tuSD 631 (previous year: tuSD 375).

3) the capital reserve comprises reserves from capital contributions confirmed by the Swiss tax authorities (refer to the statutory financial statements of Datacolor aG) and the result of the execution of stock options.

4) the retained earnings contain legal reserves that are subject to certain restrictions with regard to their distribution.5) a dividend of CHF 11 (previous year: CHF 10) per share was distributed in the reporting period. 6) For further information regarding the excercice of stock options refer to note 21 to the consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

in TUSDShare

capital1)

Treasury shares2)

Capital reserves3)

retained earnings4)

accumulated translation

differencesTotal retained

earnings

Total share-holders’

equity

Balance as of 1.10.2011 153 -4 924 0 33 301 189 33 490 28 719Dividends paid5) -1 631 -1 631 -1 631reclassification of capital contribution reserve 2 609 -2 609 -2 609 0excercise of stock options6) 974 -269 0 705purchase of treasury shares -375 0 -375translation differences -53 -53 -53profit for the year 4 218 4 218 4 218

Balance as of 30.09.2012 153 -4 325 2 340 33 279 136 33 415 31 583

Balance as of 1.10.2012 153 -4 325 2 340 33 279 136 33 415 31 583Dividends paid5) -1 832 0 -1 832excercise of stock options6) 856 -333 0 523purchase of treasury shares -631 0 -631translation differences 359 359 359profit for the year 4 541 4 541 4 541Balance as of 30.09.2013 153 -4 100 175 37 820 495 38 315 34 543

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1 General policies for the consolidated financial statements

GeneralDatacolor aG is a Swiss limited company, domiciled in lucerne and is the parent company of the Datacolor Group, a worldwide leading provider of solutions for color measurement, management, communication and calibration.

Basis of preparationthe consolidated financial statements were prepared in accordance with Swiss Gaap Fer and comply with Swiss law. the consolidated financial statements have been prepared in uS Dollar (uSD) and were rounded to the nearest thousand unit. the consolidated financial statements are prepared on a historical cost basis, ex-cept for financial current assets and derivative financial instruments which are recorded at market value.

the preparation of consolidated financial statements in accordance with Swiss Gaap Fer requires manage-ment to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. Such estimates and assumptions are based on management’s best judge-ment at the date of the financial statements. In case such estimates deviate in the future from the actual circum-stances, the original estimates and assumptions will be modified as appropriate for the year in which the circum-stances change.

Scope of consolidationthe consolidated financial statements include the finan-cial statements of Datacolor aG and its subsidiaries that are controlled by Datacolor aG. Control is presumed to exist when Datacolor aG owns, directly or indirectly through subsidiaries, more than one half of the voting power of an enterprise or otherwise exercises manage-ment control. refer to note 28 to the consolidated finan-cial statements for a listing of all Group entities that are included in the consolidation.

the closing date for the financial statements of Data-color aG and all its subsidiaries is September 30, with the exception of Datacolor technology (Suzhou) Co., ltd., Datacolor trading (Shanghai) Co., ltd. and Data-color Color technologies trading and Service Company llC, turkey (all as of December 31) as well as Datacolor Solutions private ltd., domiciled in Mumbai, India (March 31) for which interim financial statements as of Septem-ber 30 are prepared for consolidation purposes.

Following the formal tax registration the Datacolor Color technologies trading and Service Company llC, turkey started business on June 6, 2013. the scope of consolidation changed accordingly including the turkish entity. there were no changes in the scope of consolida-tion during the fiscal year 2011 / 12.

Principles of consolidationthe assets and liabilities included in the consolidated financial statements are measured according to uniform principles. Intragroup balances, intragroup transactions and material unrealized profits resulting from intragroup transactions are eliminated in the course of consolida-tion. acquired (disposed) subsidiaries are consolidated (deconsolidated) upon the date of change of control.

Foreign currency translationthe financial statements of Datacolor aG and its sub-sidiaries are translated into uS Dollar (reporting cur-rency) for consolidation purposes. assets and liabilities of subsidiaries denominated in foreign currency are translated at the exchange rate prevailing at the balance sheet date, the income statement is translated into the reporting currency at average exchange rate of the re-spective reporting period. Foreign currency differences deriving from the translation of equity and results of sub-sidiaries are recorded directly in retained earning

In the financial statements of the individual sub-sidiaries transactions in foreign currencies are recorded at the exchange rate prevailing at the date of transaction. assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the balance sheet date. all resulting differences are recognized as exchange gains or losses in the income statement of the individual subsidiary.

Cash flow statementthe fund ‘cash and cash equivalents’ forms the basis for the disclosure of the cash flow statement. the cash flow from operations is calculated using the indirect method.

Segment reporting Segment information is presented following different geographic areas and disclosing segment net sales, as-sets and average number of employees.

Datacolor

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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2 Accounting principles

Net sales and revenue recognitionnet sales include all invoiced sales and services to third parties. net sales is considered realized when the eco-nomic benefits and risks associated with the ownership and legal title of sold products or rendered services are transferred to the transacting third party.

the major portion of net sales is made by selling hard-ware products and software. revenue resulting from such transactions is recognized based on the underlying incoterms. as a result of the global customer base and various international distribution channels different inco-terms are applied. Most maintenance contracts of the service business have a term of 12 months. therefore, these sales are recognized on a proportioned basis over the contract period. Datacolor aG and its subsidiaries are not undertaking project business thatwould require an estimate of the project realization.

Stock option planas part of the performance oriented, variable compen-sation for members of the executive Committee and the Board of Directors, a portion of the variable compensa-tion can be used for the purchase of stock options for obtaining Datacolor registered shares. the maximum number of stock options is determined by the Human resource and Compensation Committee and depends on the attainment of individual performance objectives within the past period and the operating performance of the Datacolor Group.

the option premium is fixed and the strike price is valuated using the Black-Scholes-formula. the options are not linked to any further conditions. after allotment, the stock options have a blocking period of three years. Subsequent to the three year blocking period the options can be exercised within the following seven years. on execution of the stock option a settlement with Datacolor shares is intended.

the option premium of the expected option alloca-tion is recorded under payroll expenses in the period in which the service has been rendered. For options which can already be exercised or for which the blocking period expires within one year, the fair value of the personal expense at the date of allotment is recorded under accrued liability. For stock options with a remain-ing blocking period of at least one year the equivalent value of payroll expenses recorded at granting of op-tions is disclosed under other non-current liabilities. In case of a termination of the employment relationship during the blocking period, the fair value of the option

can be paid out in cash in exceptional cases. the option holder receives at the minimum the initially paid option premium.

at the date of termination of an employment relation-ship of an option holder and when a cash settlement be-comes apparent, the Group records the expected fair value compensation less the initial payroll expense. If the termination of the employment relationship incurs after the balance sheet date but before the external reporting date, material transactions will be disclosed as post balance sheet events.

Deferred income taxesDeferred income taxes are provided following the com-prehensive balance sheet liability-method and reflect in general all future temporary differences. the measure-ment of the deferred taxes is based on current tax rates applicable for the respective taxable entity.

Deferred tax assets deriving from tax losses carried forward are only capitalized when the likelihood of recoverability is high and future taxable profits are suf-ficient to recover tax benefits stemming from the tax losses.

Impairment of assetsthe carrying amounts of non-current assets are re-viewed for impairment at each balance sheet date or if there are indications that an asset may be impaired. If an indication of potential impairment exists, the re-coverable amount of the respective asset is determined. If the carrying values exceed the estimated recover-able amounts, the assets are written down to their recoverable amounts. Impairment losses are recog-nized in the income statement. the recoverable amount is the higher of the estimated asset’s net selling price and its value in use. the net selling price is the amount recoverable from the sale of an asset in an arm’s length transaction between independent parties less the cost of disposal. the value in use is the present value of estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

Employee benefit obligationsthe subsidiaries of Datacolor Group have different em-ployee benefit plans in accordance with local regulations and customs in the respective countries. these plans are organized in legally independent and autonomous foundations. the plans cover most of the employees and provide benefits in case of death, disability, retirement or termination of employment. plans are funded pre-

Datacolor

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dominantly by a combination of employee and employer contributions. Contributions are based on a certain per-centage of the insured salary.

employee benefits of Datacolor Group are organized with external pension insurance solutions or savings institutions respectively, where Datacolor is not exposed to any further contribution commitments beyond the regular contributions owed and recognized.

Cash and cash equivalentsCash and cash equivalents include cash, bank accounts, demand deposits, money market instruments as well as short-term deposits with terms not exceeding a period of three months. Cash and cash equivalents are recorded at nominal value.

Financial assetsCurrent financial assets are investments in marketable securities that can be permanently liquidated at efficient markets. they are measured at fair value, whereas un-recognized gains or losses are recorded in the financial result of the income statement.

long-term financial assets comprise securities held with a long-term perspective. long-term financial assets are recognized at historical acquisition cost less required write-offs and impairments.

Trade receivablesthe net trade receivables balance represents invoiced amounts less economically determined allowance for specific debtor risk and less general allowance based on experience and reflection of the specific aging structure. the general allowance is based on the assumption that the risk of default is increasing the more the receivable is overdue.

InventoriesInventories are measured at the lower of acquisition or production cost respectively, or net realizable value. Cash discounts are considered as a decrease in acqui-sition cost.

Property, plant and equipment tangible fixed assets comprise the categories buildings, machinery and equipment and vehicles.property, plant and equipment are recorded at acquisi-tion cost less accumulated depreciation and any impair-ment loss. land is depreciated only if periodic appraisals reveal a sustained impairment loss. Material elements of specific fixed asset items with different useful lifetimes

are depreciated as separate objects. property, plant and equipment are depreciated on a straight-line basis ac-cording to economic criteria corresponding to the esti-mated useful life. essentially, these are:Buildings 30 – 40 yearsMachinery and equipment 3 – 20 yearsVehicles 5 – 12 years

Intangible assetsIntangible assets comprise the categories goodwill, trademarks, licenses and patents, capitalized develop-ment costs and other intangibles. – Goodwill: Goodwill represents the difference between the cost

of the acquisition and the fair value of the identifiable assets acquired less liabilities assumed. Goodwill is amortized on a straight-line-basis over a life time of five to a maximum of twenty years.

– Capitalized development costs and other intangible assets:

research costs are charged to the Income statement. Development cost are only capitalized, if the follow-ing criteria are cumulatively fulfilled: the development costs are identifiable and controlled by Datacolor, will generate a measurable future benefit for more than one year, the expenses can be captured and mea-sured separately and it is likely that sufficient funds are available for finalizing and commercially exploiting de-veloped products.

other intangible assets primarily represent software and are capitalized at their acquisition costs and amor-tized on a straight-line basis of five to ten years.

– trademarks, licenses, and patents: trademarks, licenses, and patents are initially re-

corded at acquisition cost. expenditures for internally generated trademarks are recognized as an expense in the current period. acquired trademarks, licenses, and patents are amortized on a straight-line basis of five to ten years.

Derivative financial instrumentsDerivative financial instruments are recognized as cur-rent or non-current financial assets or liabilities, depend-ing on the term. Datacolor aG and its subsidiaries are not applying Hedge accounting. therefore, market gains and losses on the hedging instruments are recognized directly in financial result in the income statement until the underlying transaction of a hedged risk is recognized in the balance sheet. Derivative financial instruments are disclosed at market value in the balance sheet.

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Datacolor

Liabilitiesliabilities are recorded at their nominal value.

Provisionsprovisions are made for potential present obligations with uncertain timing or amounts as a result of a past event and for which a future outflow of resources is probable. the amount is based on the best possible estimate of the expected outflow of resources. the break down into short-term and long-term provision is based on the ex-pected use within one year.

Treasury sharestreasury shares are reported at historical acquisition cost and shown as a deduction from equity.

Contingent liabilities Contingent liabilities are measured on the basis of the re-spective probability and impact of future unilateral cash outflows and are disclosed in the notes to the consoli-dated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

the figures below are stated in thousands of uS dollars (tuSD) unless otherwise indicated.

3 Segment reporting

4 Earnings per share (EPS)

earnings per share were calculated by dividing the Datacolor Group’s profit for the year by the average number of shares outstanding (issued shares less treasury shares). Diluted earnings per share include the effect of dilution, which would arise as a result of exercising stock options.

Datacolor

Geographical segments2012 / 13 in % of total 2011 / 12 in % of total

Net sales to third parties 61 209 100.0% 55 912 100.0%

europe 22 111 36.1% 21 530 38.5%

americas 18 955 31.0% 16 891 30.2%

asia pacific 20 143 32.9% 17 491 31.3%

in % of total in % of total

Assets 54 419 100.0% 49 234 100.0%

europe 29 907 55.0% 21 154 43.0%

americas 13 839 25.4% 17 994 36.5%

asia pacific 10 673 19.6% 10 086 20.5%

in % of total in % of total

Average number of employees 331 100.0% 311 100.0%

europe 66 20.0% 66 21.2%

americas 103 31.1% 96 30.9%

asia pacific 162 48.9% 149 47.9%

2012 / 13 2011 / 12

profit for the year 4 541 4 218

average number of shares outstanding 154 740 153 095

Basic earnings per share in USD 29.35 27.55

effect of dilution 8 620 8 342

adjusted average number of shares for diluted earnings per share 163 360 161 437

Diluted earnings per share in USD 27.80 26.13

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5 Personnel expenses

6 Financial result

7 Income taxes

Deferred tax assets amounting to tuSD 555 (previous year: tuSD 675) consist of capitalized tax assets deriving from tax losses carried forward and temporary differences between tax and Swiss Gaap Fer accounting concepts. the total amount of tax losses carried forward is uSD 10.0 Mio. (previous year: uSD 11.3 Mio.) and the predominant part can be used without any time restrictions. Deferred tax assets and liabilities are recorded on the basis of local tax rates with an average tax rate of 23.0% (previous year: 22.0%).

8 Cash and cash equivalents

Bank accounts, postal accounts and short-term deposits generated interest at market rates.

Datacolor

2012 / 13 2011 / 12

Salaries 21 082 18 039

Social security costs 4 413 3 947

pension costs 20 630 660

other personnel expenses 1 099 791

Personnel expenses 27 224 23 437

2012 / 13 2011 / 12

Current income taxes -862 -669

Deferred income taxes -122 -63

Income taxes -984 -732

2012 / 13 2011 / 12

Interest income 20 24

Dividend income 15 0

Gain on securities 145 9

Foreign exchange gains 729 466

Financial income 909 499

Interest expense 0 -32

Foreign exchange losses -562 -920

Financial expenses -562 -952

Financial result, net 347 -453

30.09.2013 30.09.2012

Cash on hand, postal accounts 6 8

Cash at bank 21 884 24 027

Cash and cash equivalents 21 890 24 035

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9 Financial assets

a total amount of uSD 7.2 Mio. has been invested in marketable short and long-term financial assets in the reporting period.

10 Trade receivables

11 Other receivables

12 Inventories

26

Datacolor

30.09.2013 30.09.2012

Work in progress 93 1% 117 2%

Semi-finished and finished goods 4 221 66% 4 646 74%

trading goods 2 106 33% 1 552 24%

Gross inventories 6 420 100% 6 315 100%

allowances -2 416 -38% -2 546 -40%

Net inventories 4 004 62% 3 769 60%

30.09.2013 30.09.2012

trade receivables, gross 7 997 100% 7 846 100%

allowance for doubtful debts -484 -6% -569 -7%

Trade receivables, net 7 513 94% 7 277 93%

30.09.2013 30.09.2012

Securities held for trading 5 507 376

positive replacement value of derivative instruments 7 0

Current financial assets 5 514 376

other financial assets 2 239 196

Non-current financial assets 2 239 196

Financial assets 7 753 572

30.09.2013 30.09.2012

other receivables from

– third parties 327 278

– Government 288 352

– pension funds 111 12

– related parties 132 95

prepayments to third parties 407 208

Other receivables 1 265 945

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27

Datacolor

13 Property, plant and equipment

other tangible fixed assets contain primarily machinery, furnishings, equipment and vehicles. In the reporting period, the gain on the disposal of property, plant and equipment amounted to tuSD 6 (previous year: gain tuSD 37).

the main disposals related to fully depreciated fixed assets with minor individual acquisition costs. the fire insurance value of the tangible fixed assets amounts to uSD 27.7 Mio. (previous year: uSD 27.2 Mio.).

operating propertiesother tangible

fixed assetsTotal property,

plant and equipment

Acquisition or production costs

Balance as of 1.10.2011 11 866 9 114 20 980

additions 160 1 590 1 750

reclassifications -31 31 0

Disposals 0 -259 -259

translation differences -6 -91 -97

Balance as of 30.09.2012 11 989 10 385 22 374

additions 143 907 1 050

Disposals -185 -540 -725

translation differences 0 59 59

Balance as of 30.09.2013 11 947 10 811 22 758

Accumulated depreciation

Balance as of 1.10.2011 4 746 7 570 12 316

additions 282 683 965

reclassifications -2 2 0

Disposals 0 -89 -89

translation differences -6 -91 -97

Balance as of 30.09.2012 5 020 8 075 13 095

additions 293 853 1 146

Disposals -185 -540 -725

translation differences 0 49 49

Balance as of 30.09.2013 5 128 8 437 13 565

Net carrying amount

Balance as of 30.09.2012 6 969 2 310 9 279

Balance as of 30.09.2013 6 819 2 374 9 193

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28

14 Intangible assets

Capitalized development costs and other intangible assets include primarily the group-wide utilized erp system.From the total research and development expenses amounting to tuSD 6 134 (previous year: tuSD 5 785) no

expenses were capitalized as in previous years since relevant criterias for capitalization were not met (refer to note 2 accounting principles).

In the reporting period capizalized development costs and other intangibles were reduced by tuSD 3 571. the disposals relate primarly to fully amortised development costs for software not in use anymore.

15 Risk management and Internal controls

Due to its international business, the Datacolor Group is exposed to different operational and strategical risks which are assessed on an ongoing basis by a centralized risk management process. the risks classifications are based on the analysis of the probability and exposure. as a result, action plans to reduce or avoid risks are prepared. on a yearly basis, a consolidated risk report is presented to the Board of Directors for approval.

For identified risks relating to financial reporting and accounting, a risk assessment is performed. the group wide internal controls framework for the financial reporting defines relevant key controls that reduce financial risks. Moreover, the Datacolor Group is targeting to develop a control environment that ensures a disciplined management of the existing risks.

Datacolor

Capitalized development costs and other

intangible assets

trademarks, licenses,

patents Total

Acquisition or production costs

Balance as of 1.10.2011 13 007 133 13 140

additions 173 4 177

translation differences -152 0 -152

Balance as of 30.09.2012 13 028 137 13 165

additions 57 45 102

Disposals -3 571 0 -3 571

translation differences 137 0 137

Balance as of 30.09.2013 9 651 182 9 833

Accumulated amortization

Balance as of 1.10.2011 10 697 13 10 710

additions 421 4 425

translation differences -149 0 -149

Balance as of 30.09.2012 10 969 17 10 986

additions 427 5 432

Disposals -3 571 0 -3 571

translation differences 131 0 131

Balance as of 30.09.2013 7 956 22 7 978

Net carrying amount

Balance as of 30.09.2012 2 059 120 2 179

Balance as of 30.09.2013 1 695 160 1 855

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the financial risks include credit, illiquidity, foreign exchange and interest risks. Credit riskCredit risk is the risk to incur financial losses and arise when customers or a counterparty of a financial instrument are unable to meet their obligations as agreed.

Credit risks are managed by an adequate ongoing observation of the daily business and carrying out a risk assessment before entering a transaction.

the default risk in terms of trade receivables is limited, since the customer base of the Datacolor Group consists of a large number of customers from various geographical regions. nevertheless, the risk management process stipulates an individual customer risk assessment in case of excess of certain credit limits. Risk of illiquiditythe centralized cash management ensures that the Datacolor Group has always sufficient liquidity to settle out-standing liabilities on time. the executive Committee implemented guidelines and processes for a liquidity planning adopted to the Group’s needs. Foreign exchange riskthe Datacolor Group is exposed to foreign currency risks by virtue of its international focus. these risks occur in trans-actions which take place in currencies other than the functional currency of the company concerned, in particular when purchasing or selling goods. Such transactions are primarily settled in eur and uSD. the individual companies plan their expected payment flows on a regular basis and report these to the Group executive Committee.

the difference between incoming and outgoing payments in a specific foreign currency, particularly in uSD and eur, is considered as not immaterial. remaining net positions are monitored by Group Management and hedged on a selective basis if deemed necessary.

the following exchange rates of the most important currencies for the Group were used for translation into uS Dollar:

Interest riskInterest risk comprise an interest-rate related cash flow risk, i.e. the risk that future interest payments will change due to fluctuations in the market interest rate, together with an interest rate related risk of a change in fair value, i.e. the risk that the fair value of a financial instrument changes due to fluctuations in the market interest rate.

the consolidated financial statements of the Datacolor Group as per September 30, 2013 do not include any finan-cial liabilities that are subject to an interest rate change risk.

Derivative financial instrumentsIn the course of its business activities, Datacolor generates cash surpluses in eur that are exchanged by foreign currency forward instruments into uSD.

as of September 30, 2013 derivative financial instruments in the amount of tuSD 541 (previous year: tuSD 0) were outstanding. the positive replacement value amounts to tuSD 7.

Datacolor

Balance Sheet Income Statement

Currency Unit 30.09.13 30.09.2012 2012 / 13 2011 / 12

CHF 1 1.10 1.07 1.07 1.08eur 1 1.35 1.29 1.31 1.31GBp 1 1.61 1.62 1.56 1.57

Financial instrument Contract value Positive fair value Negative fair value Purpose

2013 2012 2013 2012 2013 2012

Forward exchange contracts 541 0 7 0 0 0 Hedging

29

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30

16 Financial liabilities

no financial liabilities were outstanding in the reporting period and in the previous year.

available and unused credit lines for Datacolor Group remain unchanged at CHF 6,5 million (previous year: CHF 6,5 million).

17 Other liabilities

the non-current liabilities include the long-term portion of the stock option plan of tuSD 1 268 (previous year: tuSD 1 252). refer to note 2 accounting principles.

18 Accrued liabilities

the liability resulting from the stock option plan amounts to tuSD 1 660 (previous year: tuSD 1 552) of which the non-current part is disclosed under other non-current liabilities. refer to note 2 accounting principles and note 21 Stock option plan.

Datacolor

30.09.2013 30.09.2012

Current financial liabilities 0 0

Credit lines available (CHF 6.5 Mio.) 7 179 6 924

unused credit lines (CHF 6.5 Mio.) 7 179 6 924

30.09.2013 30.09.2012

other current liabilities in favor of

– third parties 91 227

– Government 479 307

prepayments from third parties 1 167 815

Other current liabilities 1 737 1 349

Other non-current liabilities 1 601 1 747

Other liabilities 3 338 3 096

30.09.2013 30.09.2012

Deferred revenue for service contracts and goods delivery 5 982 5 864

employee related accruals 4 003 2 651

Stock option plan 392 300

Year-end closing (audit, tax consulting, bookkeeping) 330 307

other accrued expenses 1 499 1 320

Accrued liabilities 12 206 10 442

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31

19 Provisions

provisions for warranty cover potential warranty claims, which are likely to incur based on the experience of past war-ranty cases. the calculation is based on realized sales transactions for which a warranty promise has been given, the probability of warranty cases and associated internal and external warranty costs.

provisions for restructuring and other provisions cover mainly expenses resulting from the operational and organisational changes undertaken in fiscal year 2008/09. Beside liabilities arising from seller’s warranties granted upon the sale of the real estate activities further liabilities are stemming from operational rent obligations for abandoned rental property with a residual rental period up to 2016.

Datacolor

WarrantyRestructuring /

Other Total

Balance as of 1.10.2011 346 419 765

additions 314 0 314

used -302 -46 -348

reversed 0 -66 -66

translation differences -5 -9 -14

Balance as of 30.09.2012 353 298 651

Disclosed in the consolidated balance sheet as:

Short term provision 353 85 438

Long term provision 0 213 213

Balance as of 1.10.2012 353 298 651

additions 313 209 522

used -273 0 -273

reclassification 0 0 0

translation differences 3 2 5

Balance as of 30.09.2013 396 509 905

Disclosed in the consolidated balance sheet as:

Short term provision 396 116 512

Long term provision 0 393 393

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32

20 Employee benefits

Economic benefit / economic liability and pension expenses

Most pension plans are financed through contributions from the employer and employee. Contributions are calculated as a percentage of the insured salary.

In Switzerland the pension plan is regulated through an independent fund (“Gemeinschaftsstiftung“). the actuarial coverage according to art. 44 BVV 2 was at 110.3% as of September 30, 2013, at 108.4% as of December 31, 2012 and 105.5% as of September 30, 2012. In contrary to an independent collective foundation (“Sammelstiftung“), the community foundation (“Gemeinschaftsstiftung“), is not required to prepare individual statements for each associated company in accordance with art. 48b BVV2. therefore no economic share of the company is disclosed.

the pension liability of tuSD 415 (previous year: tuSD 357) originates from pension plans of the German sub-sidiary. the amount of service duration depending pension liabilties is based on actuarial calculations. other foreign plans are pure defined contribution plans.

21 Stock option plan

as part of the performance-related compensation stock options to obtain Datacolor registered shares are granted to the Board of Directors and certain members of the executive Committeee. For the exercise of the option rights condi-tional share capital of CHF 4 580 for 4 580 registerd shares with a nominal value of CHF 1 each is available (see page 14 Information for Investors). the strike price and option repurchase values are calculated using the financial option pricing model Black-Scholes. the option premium is set at CHF 125 for members of the Board of Directors and at CHF 50 for beneficiaries of the executive Committee.

the expenses recorded in the reporting period amount to tuSD 441 (previous year: tuSD 446) and the total liability recorded amounts to tuSD 1 660 (previous year: tuSD 1 552) of which the current portion of tuSD 392 (previous year: 300) is disclosed as accrued liability and the non-current portion of tuSD 1 268 (previous year: tuSD 1 252) is recorded in other non-current liabilities. In the reporting period 1 100 options have been bought back from a leaving management team member and 2 880 options have been exercised. For fiscal year 2012 /13 the effective grant was 4 680 options while expected granting amounted to 5 280 options. this change did not result in any further expense for the company.

the exercise price of options expected to be granted for the reporting period corresponds with the fiscal value and has been determined by using the Black-Scholes valuation model. the following significant input patterns were used in the valuation process: the average share price of the financial year 2012 /13 of CHF 419 (previous year: CHF 387), a discount of 6% per year of the blocking period, exercise prices shown in the table below, the standard deviation of expected share price returns of 20.0% (previous year: 20.7%), a dividend yield of 4% (previous year: 5%), the option term of ten years and the annual risk-free interest rate of 1.09% (previous year: 0.59%). the volatility variable applied in the valuation model is based on the acutal volatility since January 1, 2011 using weekly share prices.

Datacolor

Surplus / deficit according to pension

plans under Swiss GAAP FER 26

Economic share of the company

Change compared to previous

year, recognized in the period

Accrued contributions for the period

Pension plan expenses

in personnel expenses

30.09.2013 30.09.2013 30.09.2012 2012 / 13 2012 / 13 2011 / 12

pension plans without own assets (abroad) 0 415 357 58 0 471 480pension plans with surplus / deficit (Switzerland) 0 0 0 0 0 159 180

Total 0 415 357 58 0 630 660

Page 34: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

33

Datacolor

Grant

Number of out-standing options

1.10.2011Exercise price

(CHF)1)

Expiration of blocking

period

Expiration of exercise

period

Number of options exercised

2011 / 12

Number of options re-purchased

2011 / 12

Number of outstanding

options 30.09.2012

and expected granting

Fiscal Year

2008 (strike price CHF 220) 1 120 270 1.10.11 1.10.18 -800 -320 0

2008 (strike price CHF 50) 2 440 175 1.10.11 1.10.18 -2 440 0

2009 (strike price CHF 173) 1 360 223 1.10.12 1.10.19 -320 1 040

2009 (strike price CHF 11) 1 840 136 1.10.12 1.10.19 1 840

2010 (strike price CHF 194) 3 100 244 1.10.13 1.10.20 -600 2 500

2010 (strike price CHF 31) 2 080 156 1.10.13 1.10.20 2 080

2011 (strike price CHF 210) 3 200 260 1.10.14 1.10.21 3 200

2011 (strike price CHF 85) 1 740 210 1.10.14 1.10.21 1 740

Total carry forward 16 880

2012 (expected granting) 260 1.10.15 1.10.22 3 300

2012 (expected granting) 202 1.10.15 1.10.22 1 980

Total 16 880 -3 240 -1 240 17 680

1) including the option premium of CHF 50 or CHF 125 respectively.

Grant

Number of out-standing options

1.10.2012Exercise price

(CHF)1)

Expiration of blocking

period

Expiration of exercise

period

Number of options exercised

2012 / 13

Number of options re-purchased

2012 / 13

Number of outstanding

options 30.09.2013

and expected granting

Fiscal Year

2009 (strike price CHF 173) 1 040 223 1.10.12 1.10.19 -1 040 0

2009 (strike price CHF 11) 1 840 136 1.10.12 1.10.19 -1 840 0

2010 (strike price CHF 194) 2 500 244 1.10.13 1.10.20 -600 1 900

2010 (strike price CHF 31) 2 080 156 1.10.13 1.10.20 2 080

2011 (strike price CHF 210) 3 200 260 1.10.14 1.10.21 -500 2 700

2011 (strike price CHF 85) 1 740 210 1.10.14 1.10.21 1 740

2012 (strike price CHF 210) 2 700 260 1.10.15 1.10.22 2 700

2012 (strike price CHF 77) 1 980 202 1.10.15 1.10.22 1 980

Total carry forward 17 080

2013 (expected granting) 338 1.10.16 1.10.23 3 300

2013 (expected granting) 253 1.10.16 1.10.23 1 980

Total 17 080 -2 880 -1 100 18 380

1) including the option premium of CHF 50 or CHF 125 respectively.

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34

Datacolor

22 Related parties and companies

Datacolor aG has related party relationships with its subsidiaries, their pension plans and with members of the Board of Directors and with the executive Committee.

Group companiesa list of the Datacolor Group subsidiaries is included in note 28 to the consolidated financial statements. transactions between Datacolor aG and its subsidiaries and between subsidiaries of Datacolor Group are eliminated in the course of consolidation. there are no associated companies or joint ventures.

total payments to non-executive members of the Board of Directors were tuSD 551 (previous year: tuSD 557) in the reporting period.

the remuneration paid to the Board of Directors and executive Committee in the reporting year is shown below:

Remuneration 2012 / 13

remunerations paid to former members of the executive Committee in financial year 2012 /13 amounted to tuSD 263 (previous year: tuSD 195).

Remuneration of the Board of Directors

Highest total remuneration

Remuneration 2011 / 12

remunerations paid to former members of the executive Committee in financial year 2011 /12 amounted to tuSD 195 (previous year: tuSD 723).

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

Board of Directors and Executive Committee

to five non-executive members of the Board of Directors 287 0 264 551

to five members of the executive Committee 1 558 87 144 1 789

Total 1 845 87 408 2 340

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

Werner Dubach, Chairman 175 0 120 295

Dr. peter Beglinger, Deputy Chairman 39 0 48 87

anne Keller Dubach, member 25 0 32 57

prof. Dr. Hans peter Wehrli, member 24 0 32 56

Dr. Fritz Gantert, member 24 0 32 56

Total 287 0 264 551

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

albert Busch 470 17 48 535

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

Board of Directors and Executive Committee

to five non-executive members of the Board of Directors 322 0 235 557

to six members of the executive Committee 1 471 116 173 1 760

Total 1 793 116 408 2 317

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35

Datacolor

Remuneration of the Board of Directors

Highest total remuneration

Investments as of September 30

the total number of shares held by the Board of Directors and executive Committee amounted to 118 534 (previous year: 115 818). In the reporting period 4 680 options (previous year: 4 940) were granted to the Board of Directors and executive Committee.

no material receivables or liabilities between the company and its related parties were outstanding at the end of the reporting period and the previous year respectively.

additional information on the governing bodies, together with the content and procedures for determining compen-sation and participation programs are described in the section Corporate governance.

23 Leasing liabilities

as in the previous year, no obligations from finance lease contracts existed at the balance sheet date.

the following overview shows future liabilities arising from non-capitalized operating lease contracts arranged in order of the due dates:

the leasing expenses in the financial year amount to tuSD 133 (previous year: tuSD 129).

2013Number

of shares

2012 Number

of shares

2013 Number

of options

2012 Number

of optionsBoard of Directors and Executive Committee

Werner Dubach, chairman 88 455 86 253 2 440 2 540

Dr. peter Beglinger, deputy chairman 1 164 1 010 1 080 1 080

anne Keller Dubach, member 28 100 28 100 240 0

prof. Dr. Hans peter Wehrli, member 490 250 720 720

Dr. Fritz Gantert, member 325 205 720 720

executive Committee 0 0 7 900 7 340Total 118 534 115 818 13 100 12 400

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

Werner Dubach, Chairman 197 0 122 319

Dr. peter Beglinger, Deputy Chairman 41 0 49 90

anne Keller Dubach, member 34 0 0 34

prof. Dr. Hans peter Wehrli, member 24 0 32 56

Dr. Fritz Gantert, member 26 0 32 58

Total 322 0 235 557

Remuneration paid in cash

Pension costs

Stock optionbased compensation Total

albert Busch 395 17 48 460

30.09.2013 30.09.2012

Due in reporting period + 1 year 105 95

Due in reporting period + 2 years 60 65

Due in reporting period + 3 years 39 31

Due in reporting period > 3 years 5 5

Total operating lease liabilities 209 196

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24 Contingent liabilities

there were no sureties, guarantee obligations or pledged assets in favor of third parties either in the reporting period nor in the previous year. the company is involved in legal disputes, lawsuits and court cases in the ordinary course of business. as far as the company can ascertain at the current point in time, such disputes are not expected to exceed existing provisions or otherwise exert a material influence on its financial situation or operating result.

25 Securing of own liabilities

no assets were pledged to secure own liabilities either in the reporting period or in the previous period.

26 Acquisitions

no aquisitions have been executed either in the reporting period or in the previous period.

27 Subsequent events

the consolidated financial statements were approved for publication by the Board of Directors on november 5, 2013. they have yet to be approved by the general meeting.

the Board of Directors proposes to the general meeting a dividend of CHF 11 per share to be paid out for the finan-cial year 2012 /13. refer to the proposed appropriation of availabe earnings in the financial statements of Datacolor aG.

Between the balance sheet date and november 5, 2013 no further significant events occured which would have an influence on the information presented in the 2012 /13 annual financial statements or require disclosure in this report.

28 Group entities

1) these companies are held directly by Datacolor aG.

Datacolor

Company Location Currency Share capital in ’000

Ownership interest in %

Datacolor Holding aG1) CH-lucerne CHF 10 000 100

Datacolor aG europe CH-Dietlikon CHF 2 000 100

Datacolor logistik aG CH-lucerne CHF 1 000 100

Datacolor International France SaS Fr-paris eur 274 100

Datacolor GmbH De-Marl eur 256 100

Datacolor asia pacific (HK) ltd. HK-Hong Kong HKD 10 100

Datacolor Inc. uS-lawrenceville uSD 35 808 100

Datacolor International ltd. GB-altrincham GBp 75 100

Datacolor Belgium BVBa Be-Melle eur 186 100

Datacolor Italia S.r.l. It-Bergamo eur 20 100

Datacolor technology (Suzhou) Co., ltd. Cn-Suzhou uSD 3 200 100

Datacolor trading (Shanghai) Co., ltd. Cn-Shanghai CnY 1 364 100

Datacolor Solutions private ltd. In-Mumbai Inr 100 100

Datacolor Color technologies trading and Service llC tr-Istanbul trY 100 100

MaBaG aG1) CH-lucerne CHF 100 100

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Datacolor

REPORT OF THE STATUTORY AUDITOR ON THE CONSOLIDATED FINANCIAL STATEMENTS

to the General Meeting of Shareholders of Datacolor AG, Lucerne

as statutory auditor, we have audited the accompanying consolidated financial statements of Datacolor aG, which com-prise the income statement, balance sheet, cash flow statement, statement of changes in equity and notes, as set out on pages 16 to 36 for the year ended September 30, 2013.

Board of Directors’ Responsibilitythe board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Swiss Gaap Fer and the requirements of Swiss law. this responsibility includes designing, imple-menting and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. the board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibilityour responsibility is to express an opinion on these consolidated financial statements based on our audit. We con-ducted our audit in accordance with Swiss law and Swiss auditing Standards. those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consoli-dated financial statements. the procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. an audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements for the year ended September 30, 2013 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss Gaap Fer and comply with Swiss law.

Report on Other Legal Requirements

We confirm that we meet the legal requirements on licensing according to the auditor oversight act (aoa) and indepen-dence (article 728 Co and article 11 aoa) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 Co and Swiss auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the board of directors.

We recommend that the consolidated financial statements submitted to you be approved.

KpMG aG

thomas Studhalter Sandro Mascaruccilicensed audit expert licensed audit expertauditor in Charge

lucerne, november 5, 2013

Page 39: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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BALANCE SHEET

in TCHF 30.09.2013 30.09.2012

Assets

Cash and cash equivalents 538 584

Financial assets 429 353

other receivables from

– third parties 0 44

– Group companies 1 061 1 018

– related parties 88 75

prepaid expenses 4 4

Current assets 2 120 8.4% 2 078 7.8%

Investments in group companies 2 10 100 10 100

treasury shares 3 4 292 4 651

loans to group companies 2 8 700 9 745

Non-current assets 23 092 91.6% 24 496 92.2%

Total assets 25 212 100.0% 26 574 100.0%

Liabilities and shareholders’ equity

other current liabilities in favor of

– third parties 27 25

– Group companies 495 232

accrued liabilities 4 836 736

Current liabilities 1 358 5.4% 993 3.8%

other non-current liabilities 4 1 148 1 175

Non-current liabilities 1 148 4.5% 1 175 4.4%

Liabilities 2 506 9.9% 2 168 8.2%

Share capital 3 168 168

legal reserves 84 84

Capital contribution reserve 3 769 2 476

reserve for treasury shares 3 4 292 4 651

available earnings 17 393 17 027

Shareholders’ equity 22 706 90.1% 24 406 91.8%

Total liabilities and shareholders’ equity 25 212 100.0% 26 574 100.0%

Datacolor AG

FINANCIAL STATEMENTS OF DATACOLOR AG

Page 40: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

39

INCOME STATEMENT

in TCHF 2012 / 13 2011 / 12

Service income 1 125 1 142

administrative expenses -1 436 -1 476

other operating result -68 105

Financial income 445 485

Financial expenses -58 -241

Income taxes -1 -4

Profit for the year 7 11

Datacolor AG

STATEMENT OF CHANGES IN EQUITY

in TCHFShare

capitalLegal

reservesCapital contri-bution reserve

Reserve for treasury shares

Free reserves

Available earnings

Total shareholders’

equity

Balance as of 1.10.11 168 84 0 5 356 0 20 323 25 931

Dividends paid -1 536 -1 536

allocation / reclassification 2 476 -2 476 0

profit for the year 11 11

Changes in treasury shares -705 705 0

Balance as of 30.09.12 168 84 2 476 4 651 0 17 027 24 406

Balance as of 1.10.12 168 84 2 476 4 651 0 17 027 24 406

Dividends paid -1 707 0 -1 707

allocation / reclassification -1 707 1 707 0 0

profit for the year 7 7

Changes in treasury shares -359 359 0

Balance as of 30.09.13 168 84 769 4 292 0 17 393 22 706

Page 41: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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NOTES

1 Accounting and valuation principles

the financial statements of Datacolor aG comply with the Swiss Code of obligations.

Financial assetsCurrent financial assets contain marketable, easily realizable securities held for trading. the fair value of these assets is the market value as of the balance sheet date.

Investments and loansInvestments and loans are valuated at acquisition cost less accumulated amortization

2 Investments and loans to Group companies

loans to Group companies are given on a long-term basis for financing purposes. the significant direct and indirect investments of Datacolor aG in Group companies are disclosed in note 28 of this report.

3 Shareholders’ equity

Share capitalthe share capital of Datacolor aG of CHF 168 044 (previous year: CHF 168 044) is fully paid-in and consists of 168 044 registered shares (previous year: 168 044) with a par value of CHF 1 each.

the shares are listed on the SIX Swiss exchange Zurich under security ID 853 104.

Conditional share capitalas of September 30, 2013 there is available for conditional share capital of a maximum of CHF 4 580 (previous year: CHF 4 580) with a par value of CHF 1 each.

In the year under review, no shares (previous year: 0) were issued out of the conditional share capital due to exer-cised stock options.

Capital contribution reserveIn the reporting period a dividend from the confirmed capital contribution reserve in the amount of tCHF 1 707 has been distributed without deductiong the Swiss withholding tax. the residual amount of tCHF 769 is fully confirmed by the Swiss Federal tax authorities and can be distributed.

Datacolor AG

2013 2012

TCHF TCHF

Balance as of 1.10. 2 476 0

additions 0 2 476

Disposals -1 707 0

Balance as of 30.09. 769 2 476

Page 42: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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Treasury sharesDatacolor aG holds a total of 13 036 (previous year: 14 484) treasury shares, carried at tCHF 4 292 (previous year: tCHF 4 651). the voting rights for these shares are suspended. 13 36 treasury shares are reserved for the stock option plan of the Datacolor Group.

the share capital entitled to dividend payments amounts to CHF 155 008 (previous year: CHF 153 560).

In the year under review 2 880 options of the stock option plan (previous year: 3 240) were exercised and settled with treasury shares.

Significant shareholdersthe Board of Directors of Datacolor aG is aware of the following individual shareholders and jointly voting shareholders groups whose holdings exceed 5% of all voting shares:Dubach family 52.64% (previous year: 51.33%)Keller family 16.72% (previous year: 16.72%)Corisol Holding aG 7.76% (previous year: 7.72%)Shareholders ’Dubach family‘ and ’Keller family‘ form a shareholder group.

Additional informationInformation concerning compensation, loans and advances, as well as participations and options given to current and former members of the Board of Directors and members of the executive Committee are disclosed in notes 22 to the consolidated financial statements.

4 Liabilities resulting from stock option plan

Information with respect to the stock option plan is disclosed in note 2 to the consolidated financial statements. the long-term portion of the liabilitiy stemming from the stock option plan of tCHF 1 148 (previous year: tCHF 1 175) is disclosed in the non-current liabilities. the accrued liabilities continue to include the short-term portion of the liability of tCHF 499 (previous year: tCHF 437).

5 Pledges and guarantees in favor of third parties

as of September 30, 2013 Datacolor aG has not provided any pledges or guarantees in favor of third parties.

6 Information on risk assessments

the assessment and control of risks within Datacolor Group is performed by applying a standardized, four level risk management approach that includes the risk elements identification, analysis, control and reporting. Further informa-tion is stated in note 14 risk management and internal controls to the consolidated financial statements.

7 VAT taxation group

In the context of the taxation group for the Swiss value added tax Datacolor aG is jointly liable for the group companies Datacolor logistik aG, lucernce, Datacolor aG europe, Dietlikon and Datacolor Holding aG, lucerne.

2012 / 13 2011 / 12

Par value Carrying Par value Carrying

TCHF amount TCHF Number TCHF amount TCHF Number

Balance as of 1.10. 14 4 651 14 484 17 5 356 16 801

Shares purchased 2 582 1 432 1 354 923

Shares allotted -3 -941 -2 880 -4 -1 059 -3 240

Balance as of 30.09. 13 4 292 13 036 14 4 651 14 484

Datacolor AG

Page 43: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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PROPOSED APPROPRIATION OF AVAILABLE EARNINGS

Proposal of the Board of Directors

1 Appropriation of available earnings

the Board of Directors proposes that the available earnings of tCHF 17 393 of Datacolor aG are distributed as follows:

Distribution of a dividend on dividend-entitled share capital tCHF 961Carry forward to new account tCHF 16 432

the total distribution of tCHF 961 corresponds to a dividend of CHF 6.20 per dividend-entitled share. If this earnings appropriation proposal is accepted, the dividend will be paid free of expense net of 35% Swiss withholding tax on December 19, 2013.

2 Distribution of a dividend from confirmed capital contribution reserves

the Board of Directors proposes to allocate part of the confirmed capital contribution reserves of totally tCHF 769 to the free reserves and to distribute as follows:

allocation from confirmed capital contribution reserve to free reserves tCHF 744Distribution of a dividend from capital contribution reserves tCHF -744

the total distribution of tCHF 744 corresponds to a dividend of CHF 4.80 per dividend-entitled share. If this earnings appropriation proposal is accepted, the dividend will be paid free of expense without deducting the Swiss withholding tax on December 19, 2013.

Datacolor AG

Page 44: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

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REPORT OF THE STATUTORY AUDITOR ON THE CONSOLIDATED FINANCIAL STATEMENTS

to the General Meeting of Shareholders of Datacolor AG, Lucerne

as statutory auditor, we have audited the accompanying financial statements of Datacolor aG, which comprise the balance sheet, income statement, statement of changes in equity and notes, as set out on pages 38 to 41 for the year ended September 30, 2013.

Board of Directors’ Responsibilitythe board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. this responsibility includes designing, implementing and main-taining an internal control system relevant to the preparation of financial statements that are free from material misstate-ment, whether due to fraud or error. the board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibilityour responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss auditing Standards. those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the finan-cial statements. the procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. an audit also includes evaluating the appropriateness of the ac counting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall pre-sentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements for the year ended September 30, 2013 comply with Swiss law and the com-pany’s articles of incorporation.

Report on Other Legal Requirements

We confirm that we meet the legal requirements on licensing according to the auditor oversight act (aoa) and indepen-dence (article 728 Co and article 11 aoa) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 Co and Swiss auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the board of directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

KpMG aG

thomas Studhalter Sandro Mascaruccilicensed audit expert licensed audit expertauditor in Charge

lucerne, november 5, 2013

Datacolor AG

Page 45: Datacolor aG · 2016. 11. 21. · Communication, Swiss re, Zurich 1995–2000 project lead Marketing Services/Head Cultural Sponsoring Credit Suisse 1991–1995 project lead Media/Marketing

ADRESSES

Headquarter Holding

Datacolor aGWaldstaetterstrasse 12CH-6003 lucernewww.datacolor.com

Datacolor

USA

Datacolor Inc. 5 princess road08648 lawrenceville nJ, uSa tel. +1 609 924 21 89 Fax +1 609 895 74 72 www.datacolor.com

Europe

Datacolor aG europeloorenstrasse 9CH-8305 Dietlikontel. +41 44 835 37 11Fax +41 44 835 38 35www.datacolor.com

Asia

Datacolor asia pacific (HK) limitedroom 4301, 43 / F.Metroplaza, tower II223 Hing Fong roadKwai ChungHong Kongtel. +852 2 420 82 83Fax +852 2 420 83 20www.datacolor.com

as of october 28, 2013: Datacolor asia pacific (HK) limitedFlat 11, 9 / F Wing on plaza62 Mody roadtsimshatsui east, KowloonHong Kongtel. +852 2 420 82 83Fax +852 2 420 83 20www.datacolor.com