Kardex
Kardex
Kardex
2011
The Kardex Group is a leading supplier of static and automated storage solutions and
materials handling systems. It consists of the three corporate divisions Kardex Remstar,
Kardex Stow and Kardex Mlog.
Kardex Remstar develops, produces and maintains dynamic storage and retrieval systems,
Kardex Stow static storage systems, shuttles and automated mobile shelving systems and
Kardex Mlog integrated materials handling systems and automated high-bay warehouses.
All divisions are partners for their customers over the entire lifecycle of a product or solution.
This starts with an assessment of customer requirements and continues via the planning,
realization and implementation of customer-specific systems through to ensuring a high level
of availability and low lifecycle costs by means of customer-oriented lifecycle management.
More than 2100 employees in over 30 countries worldwide work for the companies of the
Kardex Group.
Kardex Group
at a glance
Net debt/Equity
60
20
40
10
20
07*
08
10.4
30
2.2
80
6.3
40
42.3
in EUR millions
100
35.2
in EUR millions
10
11
10
07*
08
09
10
11
Net debt
Equity
09
*continued operations
*continued operations
Net revenues
by division
Net revenues
by regions
in EUR millions
500
8.0
400
6.2
300
200
100
85.8
0
07*
08
09
10
11
Kardex Remstar
Kardex Stow
Kardex Mlog
(2010: May to Dec.)
*continued operations
Highlights and
key figures in 2011
Strong revenue growth (+29 %) and solid order backlog (+14.2 %) in all divisions
Group returns to profitability, EBIT EUR 10.4 million, net result EUR 3.0 million
Capital increase of EUR 25.4 million strengthens balance sheet and secures operating flexibility
Shift of management responsibility to the divisions is bearing fruits
Key figures
EUR millions
1 January to 31 December
2011
2010
+/ %
22.8 %
Bookings
480.2
391.0
148.5
130.0
14.2 %
Net revenues
459.2
355.9
29.0 %
97.9
78.6
24.6 %
OPEX
87.5
80.8
8.3 %
10.4
2.2
n.m.
2.3 %
0.6 %
21.5
8.3
Gross Profit
159.0 %
3.0
9.1
n.m.
0.48
1.62
n.m.
7.8
18.8
58.5 %
31.12.2011
31.12.2010
+/ %
Net debt
15.6
42.6
63.4 %
Equity
64.5
36.1
78.7 %
25.5 %
14.6 %
2 124
2 122
Equity ratio in %
Employees (full-time equivalents)
0.1 %
Contents
04
08
12
14
16
20
Corporate Governance
47
85
96
80 000
Large football stadiums can hold 80 000
spectators. The same number of pallets fit into
a Kardex Stow deep lane storage system.
Compact layout, smooth processes and everything in an individual, readily identifiable
place just like in a stadium.
Philipp Buhofer
Gerhard Mahrle
Jens Fankhnel
In order to strengthen its equity base and increase its financial flexibility, Kardex AG
undertook a successful capital increase with full subscription rights for all shareholders in the third quarter of 2011. With the net cash inflow of EUR 25.4 million,
around half the convertible bond redeemed at the end of June 2011 was refinanced
with equity. Net debt was consequently reduced to EUR 15.6 million at the end of the
year (EUR 42.6 million at the end of the previous year). In order to set in place
a healthy level of financing for the medium term, new agreements were concluded
simultaneously with Swiss and foreign banks to ensure that the companys working capital requirements are sufficiently met on the one hand, and that any necessary guarantees can be granted on the other.
Switch in accounting
standards to Swiss
GAAP FER
In the summer, the Board of Directors of Kardex AG decided to switch the Kardex
Groups financial accounting from IFRS (International Financial Reporting Standards) to Swiss GAAP FER with effect from 1 January 2011. The change in the market
segment on SIX Swiss Exchange from the Main Standard to the Domestic Standard is linked to this switch. Swiss GAAP FER is a recognized accounting standard
which in future will allow the company to continue to publish transparent financial
reports, including segment reporting, at half-yearly intervals in compliance with the
requirement to present a true and fair picture. The switch meant that goodwill,
capitalized intangible assets due to acquisitions, and capitalized tax effects on loss
carryforwards were offset directly against equity. Equity was conversely affected
by the restatement of existing pension commitments. The elimination and restatement reduced equity by a total of EUR 56.5 million as at 1 January 2011. Under
Swiss GAAP FER, equity at the end of the year amounted to EUR 64.5 million and
the equity ratio 25.5 %.
Changes in management
structure
Following the General Meeting on 26 April 2011, the Chairmanship of the company
was transferred to Philipp Buhofer, while newly elected Dr. Felix Thni became
Vice Chairman. As of 1 June, the Board of Directors streamlined the Groups organization with a view to shortening decision-making paths and strengthening the
position of the three divisions, i. e. the individual companies, in the market. The
Group has since been headed by an Executive Committee comprising the Chairman and Vice Chairman of the Board of Directors, the three division heads, as well
as the Group CFO. This change has proved effective, but is a temporary solution.
With the shift in corporate responsibility to the divisions, the strategic focal points
of the Group and its divisions were reviewed and given a sharper profile. The
strategies are consequently being developed and implemented at division level. The
common one-stop shop proposition continues to play a role in the marketplace;
however, the success of each individual, independent division with its own products,
subsystems and services remains central.
Jos De Vuyst
Milestone projects
in all divisions
Kardex Remstar is operating in an environment that has become increasingly competitive in recent years, which calls for a continuous improvement of cost structures in addition to greater innovative efforts to remain a technological and market
leader. With the revised innovation strategy, reorganization of production and
realignment of the sales operation in the US, important steps have been taken in
this direction. On the revenues side, leverage lies first and foremost in the expansion of service activities that is now underway as well as systematic expansion
of the regional presence.
Kardex Stow is operating in a very competitive market environment. Thanks
to its highly automated Belgian plant and the newly established plant in Shanghai,
however, this division is well positioned on the cost front compared with its
competitors. But as the divisions geographical sphere of action is limited by high
transport costs, various strategic options are presently being looked into. At the
same time, Kardex Stow is expanding its sales organization so that in future it can
focus more closely on acquiring smaller orders with higher margins in all the
markets in which it operates.
Cost considerations meant that Kardex Mlog concentrated its drive to internationalize
the business which began in 2010 on neighboring European countries. Besides
the sale of greenfield installations, the focus is increasingly on the acquisition of
refurbishment projects and expansion of after-sales services. The high installed
base offers a good basis to do so. A concentrated offer of standardized solutions for
specific industries will make an important contribution to lowering both project
costs and project risks.
Hans-Jrgen Heitzer
From the present perspective, the outlook for all of the Groups divisions is good.
The high order backlog at the beginning of the year provides grounds for optimism.
The Executive Committee therefore expects a further increase in the volume of
revenues in the current fiscal year as well as a continued improvement in profitability. At the same time, Kardex is ready to respond fast to any worsening of the
economic environment. Management is therefore endeavoring to achieve a balance
between further, systematic cost reductions in all divisions and at the same time
maintain innovative capacity and intensive marketing.
Thank you
Philipp Buhofer
Dr. Felix
li Thni
h i
Gerhard
G
h d Mahrle
hl
Jens Fankhnel
De V
Vuystt
JJos D
Hans-Jrgen Heitzer
Information on the
Kardex share
2010
2009
11.00
11.00
11.00
13.50
13.50
5 627 453
5 627 453
7 730 000
5 627 453
5 627 453
3 149
15 364
57 573
60 796
28 466
7 726 851
5 612 089
5 569 880
5 566 657
5 598 987
85 030
61 902
61 902
75 971
75 971
9 900
9 900
12 150
12 150
7 823
7 726 851
5 612 089
5 569 880
5 566 657
5 598 987
2011
2010
2009
2008
2007
32.00
39.25
36.35
66.25
73.00
10.60
23.10
21.00
25.60
49.95
Closing rate
11.95
30.30
33.45
30.00
61.50
2008
2007
11 617
7 712
8 692
10 615
17 849
92.37
170.51
188.24
168.82
346.09
2011
2010
2009
2008
2007
0.48
2.23
0.21
9.30
6.35
156.44
3.22
9.68
2.51
6.87
10.43
14.91
4.62
4.81
5.69
21.34
24.97
0.54
1.25
Dividend
2.50
10.20
8.03
25.86
28.47
21.82
Equity
From 2007 to 2009 financial accounting applied to IFRS, since 2010 to Swiss GAAP FER.
The registered shares of Kardex AG are traded in the Domestic Standard of SIX
Swiss Exchange in Zurich. They are contained in the SPI (Swiss Performance
Index). Stock exchange symbol: KARN/Swiss security no.: 10083728/ISIN number:
CH0100837282/Bloomberg: KARN SW Equity/Reuters: KARN.S. Current prices
can be seen at www.kardex.com.
On SIX Swiss Exchange 1.1.2011 to 29.2.2012 based on the weekly closing price in CHF
%
CHF
100
31.60
90
26.60
80
21.60
70
16.60
60
11.60
Jan.
Feb.
March
April
May
June
July
Aug.
Sept.
Oct.
Nov.
Dec.
Jan.
Feb.
The value of a Kardex share decreased by 60.6% from CHF 30.30 to CHF 11.95 in
2011. Since Kardex opted not to make a distribution/dividend payment in the
year under review, the overall performance for the entire year was likewise 60.6%.
Trading in shares from the capital increase commenced on 6 September 2011.
Shareholder structure
As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)
entered in the share register. The following shareholders held more than 3% of the
outstanding share capital of Kardex AG on 31 December 2011:
31.12.2011
31.12.2010
22.0%
20.3%
5.1%
4.0%
Pictet Funds SA
Stancroft Trust Limited
Contact
Kardex AG
Gerhard Mahrle, CFO
Edwin van der Geest, Investor Relations
Tel. +41 44 419 44 79
investor-relations@kardex.com
Corporate Calendar
Ursula Bareth, Assistant to the Board of Directors and the Group CFO
Tel. +41 44 419 44 79
24 April 2012
23 August 2012
10
845
square meters
The wings of an A380 have a surface area
of 845 square meters. That is the amount
of space available in a Kardex Remstar
Shuttle XP 700, which occupies a ground
area of only 12.2 square meters. High
space efficiency increases productivity, and
a small ground area guarantees maximum
storage capacity.
11
Kardex Remstar:
Focused efforts rewarded
by gains in market share
Kardex Remstar Division began a process of gradual transformation in the year under
review with the aim of bringing it even closer to the market and customers that
it serves. This focus entailed organizational adjustments, as well as a revision of the
sales and service strategy. In operational terms, thanks to greater sales efforts,
the launch of new products and the solid economic backdrop, it succeeded in winning
back market share and continued to reinforce its leading position in the field of
automated storage, retrieval and distribution systems.
Market share gains
Net revenues of the Kardex Remstar Division grew 13.7 % in the reporting period to
EUR 219.3 million (previous year: EUR 192.8 million). A particularly pleasing rise
in net revenues was recorded in Europe thanks to strong growth in Germany, while
net revenues in the US continued to develop at a below-average rate. In Asia
Pacific, a 20 % increase in net revenues was achieved if from a low base. After a
subdued start, demand continued to pick up as the year progressed. Thanks to
higher-than-average growth, Kardex Remstar succeeded in gaining market share. The
solid economic environment and more intense, focused marketing efforts were the
main drivers behind the good level of sales in financial year 2011. At EUR 230 million,
bookings were up 13.1 % year-on-year (EUR 203.3 million).
It was still not possible for margins to fully keep pace. Along with the high degree
of price sensitivity among customers, reasons included inefficiencies within the
Division and non-recurring costs of EUR 1.6 million relating to restructuring measures
in the US in the second half of the year. The result was an operating profit (EBIT)
of EUR 10.5 million (previous year: EUR 3.8 million). The order backlog came to
EUR 70.2 million at the end of the financial year, up 16.4 % on the previous year.
Closer to the customer
Kardex Remstar is gradually transforming itself from a traditional product-based
company to a supplier of simple systems. Particular attention was given to the
focus on customers and special customer segments in the reporting year. Measures
taken include reorganizations in the US and Benelux countries, standardization
of the sales strategy and increased expansion of the customer service operation.
Besides a high level of availability, Kardex Remstar systems provide the customer
with transparent savings and, with their high quality, guarantee seamless processes in internal logistics. Investment in new products is an important element in
strengthening the leading market position and capturing new sales areas. The
year under review saw the extension of the Megamat RS family of products and
launch of a newly developed variant of the Shuttle Element, while new releases
of the powerful software suite were also brought to market.
12
2011
2010
+/ %
230.0
203.3
13.1 %
70.2
60.3
16.4 %
219.3
192.8
13.7 %
10.5
3.8
176.3 %
4.8 %
2.0 %
17.1
9.7
76.3 %
1 237
1 296
4.6 %
Bookings
Order backlog (31 December)
Net revenues
by market regions
Kardex Remstar
Business year 2011 in %
16.8
6.1
share. The service structure was reviewed in 2011 and a pilot project launched for the
efficient management of service visits using cloud technology. Active marketing
77.1
of this service proposition will enable Kardex Remstar to get closer to its objective
of becoming a true partner to its customers for life. The process is being led
by Urs Siegenthaler, a proven industry expert who joined the Divisions management
team in summer 2011 as Head of Service. Since 1 January 2011 the Kardex Remstar
Division has been headed by Jens Fankhnel.
Efficiency improvements
Besides a systematic focus on the market, Kardex Remstar is constantly working to
improve its internal processes in order to enhance effectiveness and therefore
increase competitiveness. With the closure of the plant in Lewistown/US in the first
half of 2012, production capacity is being aligned with current volumes as well
as volumes projected for the near future. Nevertheless, with concentration on the
production site in Germany further productivity gains are necessary in order to
improve cost structures. Headcount was reduced slightly to 1237 employees in financial year 2011.
13
Kardex Stow:
New products and
higher margins
Kardex Stow is one of the market leaders in static storage and stacking systems for
pallets, small parts and long goods. The late-cyclical nature of the business meant
that the economic recovery that had been gaining traction since 2010 was fully felt in
the second half of the reporting period. This resulted in considerable growth in
net revenues, as well as a clear improvement in profitability. Order books continued
to fill up, even in an increasingly challenging market environment; the result was
a considerably higher order backlog at the end of the year.
High organic growth
Net revenues in the Kardex Stow Division grew to EUR 168.7 million from
EUR 135.6 million in the previous year. Following the operating loss suffered in the
first three months of the year, considerable volume improvements and positive
results were achieved in the second quarter. The second half of the year was significantly more robust and marked by a further rise in net revenues combined with
higher margins. This enabled high organic growth in net revenues of 24.4 % to be
achieved by the year-end. Overall, this resulted in EBIT of EUR 3.6 million following the breakeven result achieved in the previous year. Despite restructuring
costs of around EUR 0.4 million, the Divisions profit came to EUR 0.1 million
(EUR 2.9 million).
Market environment remains challenging
The competitive situation remained challenging in 2011 despite higher market volumes. But as the outsourcing trend and consequently the demand for simple,
reliable storage solutions continues unabated, sales showed a pleasing development in markets in Europe and China, where a 60 % rise in net revenues was
achieved. Sales remained below expectations in the UK and due to high transportation costs and the weak zloty the otherwise lucrative market of Poland. The
order backlog improved considerably and at the end of the period showed a 30 %
year-on-year increase.
The newly launched products were well received by customers: as with the rest of
the Kardex Stow offer, they combine high quality with short delivery times
a considerable competitive advantage. The new Atlas pallet shuttle is being upgraded with additional options following an encouraging launch phase in 2012.
The year under review also saw the first sales of silo high-bay warehouses, a system
that enables optimum space utilization and offers a very good price/performance
ratio. Developed in 2011, the flexible sliding storage system for pallets (mobile racking) is being manufactured in-house from 2012. Initial deliveries are likely to take
place in the first quarter of the current financial year.
14
2011
2010
+/ %
180.7
138.2
30.8 %
44.3
33.8
31.1 %
168.7
135.6
24.4 %
3.6
0.0
n.m.
2.1 %
0.0 %
7.3
4.0
82.5 %
615
567
8.5 %
Bookings
Order backlog (31 December)
Net revenues
by market regions
Kardex Stow
Business year 2011 in %
9.1
0.1
90.8
15
Kardex Mlog:
Growth through strengthening of core competencies
Kardex Mlog is a leading supplier of automated stacker cranes and materials
handling systems in Germany. Through concentration on the most important sales
markets in Europe, an optimized product and service offer, together with the
introduction of programs designed to enhance the efficiency of the manufacturing
process, a rapid return to profitability is to be achieved. At the same time, the
aim is to achieve a sustained increase in the proportion of sales of higher-margin
refurbishment projects and service orders so as to lessen the dependence on
greenfield projects.
Positive trend in net revenues
Kardex Mlog increased its net revenues by 164 % compared with the previous year
to reach EUR 73.4 million, whereby the growth on comparable basis was 88 %.
Demand for stacker cranes and conveyor technology showed an encouraging trend,
particularly in the second half of the year. This enabled an improvement in margins
during those months and followed the distinctly negative operating result suffered
by the Division in the first half as a result of significant pressure on prices. Despite
the introduction of process optimization measures, the excessive proportion of
fixed costs at the main site in Neuenstadt am Kocher and expenses related to expansion of the sales network meant that operating costs were still not fully covered.
This culminated in a negative operating result (EBIT) of EUR 2.4 million for financial
year 2011. Although the order backlog was virtually unchanged against the prioryear period, there was an improvement in the risk profile of orders and therefore in
the resulting achievable margins.
Internationalization resized
The rapid expansion of activities and markets outside Europe did not prove effective
and resulted in considerable costs. Kardex Mlog therefore decided in future to
refocus its attention on its key sales market of Germany, as well as the neighbouring countries of Benelux, Austria and Hungary. These sales territories constitute
around 60 % of the currently identifiable market. Automated high-bay warehouses
and therefore the products and services sold by Kardex Mlog have not yet
become the standard in many industries, and accordingly these markets offer plenty
of potential.
To strengthen core competencies and hone its offer, Kardex Mlog invested in the
organization and created 24 new jobs in control technology, software and service.
Stefan Seidl was succeeded as Head of Division by his Deputy, Hans-Jrgen
Heitzer, on 1 September 2011.
16
2011
20101
+/ %
Bookings
73.0
50.0
46.0 %
36.0
36.1
0.3 %
73.4
27.8
164.0 %
2.4
1.7
41.2 %
3.3 %
6.1 %
EBITDA
1.7
1.2
41.7 %
261
249
4.8 %
1 May to 31 December
Net revenues
by market regions
Kardex Mlog
Business year 2011 in %
100
will be introduced by Kardex Mlog in 2012. This will enable customers in different
sectors to be offered a standardized, individually configurable system. The system
bundles software with basic components for conveyor technology and stacking
functions.
A first step in this direction was taken with the launch of the new M-Dynamic
product at the end of 2011. M-Dynamic is faster and lighter than conventional solu-
tions, yet guarantees individual access to containers. The system also includes
various components from Kardex Stow and Kardex Remstar. The extended offer will
put Kardex Mlog in a position to process medium-sized projects more swiftly
and efficiently, thereby reducing the proportion of costly one-off solutions.
Expansion of service business
With around 900 systems installed to date, the existing customer portfolio offers
considerable potential. Customers also want the most accurate information
possible about the condition of their systems and about the maintenance that is
required for value retention. The service offer was gradually extended in the
reporting year with a view to improving proximity to customers and ensuring greater
interaction. The existing offer is to be complemented by a software package
during 2012. As well as 24/7 service, this provides customers with regular updates
and additional functionalities for existing software solutions and is rounded off
by training on software and technology.
17
18
45 meters
45 meters above the ground and ultraprecise picking a given. Kardex Mlog
stacker cranes are reliable and guarantee
rapid and secure storage and retrieval
of pallets.
19
Corporate Governance
Corporate Governance
20
Board of Directors
Committees:
Audit Committee
Compensation and
Nomination Committee
Executive Committee
Group Functions
Effective 1 June 2011 the operational management of the Kardex Group was reorganized. The Kardex Group is led by an Executive Committee, which is headed by
the executive chairman of the Board of Directors. The three Heads of Division report
as members of the Executive Committee directly to the Executive Chairman of
the Board of Directors. The Vice Chairman of the Board of Directors and the Chief
Financial Officer (CFO) also sit on the Executive Committee. The Executive Committee is responsible for the management of the holding company and the Group.
The Executive Committee is also responsible for preparing and advising on the
business of Kardex AG and the Group. The Group is managed by the Board of Directors through the Executive Committee and the management of the divisions
Kardex Remstar, Kardex Stow and Kardex Mlog.
The Board of Directors and the Executive Committee are assisted in their work by
various central group functions. The division of responsibilities between the Board
of Directors, the Executive Chairman and the Executive Committee is explained in
section 3.5, page 31.
21
Corporate Governance
Kardex AG
Listed at
10083728
ISIN
CH0100837282
Symbol
KARN
As at 31 December 2011, there were 1512 shareholders (31 December 2010: 1592)
entered in the share register. The registered shares are held largely by private shareholders who are in most cases resident in Switzerland.
As at the balance sheet date (31 December 2011), the following shareholders (in terms
of capital held) held stakes equalling or exceeding the legal disclosure threshold
22.0
of 3 %:
4.0
22.0 %
4.0 %
Other shareholders
74.0 %
The company held treasury shares amounting to 0.04 % at the balance sheet date
(31 December 2010: 0.3 %).
Shares pending registration of transfer amounted to 26.7 % (31 December 2010:
27.8 %) of the total as at 31 December 2011.
Reports on significant shareholders or groups of shareholders filed with the
company and the Disclosure Office of SIX Swiss Exchange Ltd in accordance with
article 20 SESTA can be viewed on the Disclosure Offices publication platform
at http://www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html.
1.3 Cross-shareholdings
22
2. Capital structure
Share capital and capital structure
2011
2010
2009
11.00
11.00
11.00
13.50
13.50
5 627 453
5 627 453
7 730 000
5 627 453
5 627 453
2008
2007
3 149
15 364
57 573
60 796
28 466
7 726 851
5 612 089
5 569 880
5 566 657
5 598 987
85 030
61 902
61 902
75 971
75 971
9 900
9 900
12 150
12 150
7 823
7 726 851
5 612 089
5 569 880
5 566 657
5 598 987
Kardex AGs ordinary share capital amounted to CHF 61 901 983 on 31 December 2010
divided into 5 627 453 fully paid-in registered shares each with a par value of
CHF 11.00. At the General Meeting of 26 April 2011 shareholders approved the creation
of authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par
value of CHF 11.00). Following the capital increase carried out in September 2011 in
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company
has CHF 85 030 000 (number of shares 7 730 000) in ordinary capital as at 31 December
2011. All shares are entitled to dividends and entitle the holder to one vote at
the General Meeting. The right to apply the special rules concerning treasury shares
held by the company is reserved, particularly in relation to the exception from the
entitlement to dividends.
Conditional capital in the amount of CHF 12.2 million was created at the General
Meeting of 24 May 2007. As a result of the decrease in the par value per share from
CHF 13.50 to CHF 11.00, the total conditional capital was reduced to CHF 9.9 million.
The registered shares, which each have a par value of CHF 11.00, are reserved for
conversions of the 2.25 % convertible bond 2007 2011. Through the capital increase
in September 2011 in the amount of CHF 23.1 million the associated reduction in
conditional capital exceeds its total amount of CHF 9.9 million. The company therefore no longer has conditional capital.
23
Corporate Governance
The capital changes described under sections 2.1. and 2.2. were carried out in
the financial year just ended. The funds accruing from the capital increase were used
in part to repay the bridge financing drawn on to refinance the convertible bond.
For an overview in table form of the capital changes during the financial years 2007
2011, please see the table Share capital and capital structure on page 8.
The 7 730 000 registered shares of Kardex AG have a par value of CHF 11.00 each.
One registered share corresponds to one vote and the holder is entitled to
a dividend.
Kardex AG has no participation capital on 31 December 2011.
24
3. Board of Directors
The Board of Directors of Kardex AG currently consists of two executive and three
non-executive members (the Articles of Incorporation stipulate between three
and seven). The non-executive members are independent in the sense of the Swiss
Code of Best Practice for Corporate Governance and have not served on either
the management of Kardex AG (holding company) or the management board of any
subsidiary during the past three years. They have no business interest with the
Kardex Group. At the General Meeting of 26 April 2011, Felix Thni was elected to
the Board of Directors of Kardex AG for a term of office of one year, replacing
Dave Schnell, who tendered his resignation. Philipp Buhofer as President of the
Executive Committee and Felix Thni as member of the Executive Committee
are executive members of the Board of Directors and as such not independent in the
sense of the Swiss Code of Best Practice for Corporate Governance. They have
been performing these functions since 1 June 2011. The Board of Directors consists of
the following members:
Philipp Buhofer
Executive Chairman of the Board of Directors since the 2011 General Meeting
Member of the Board of Directors since 2004, term expires 2012
1959, Swiss citizen, HWV Horw/Lucerne
Since 1997 independent entrepreneur
1987 1997 EPA AG, since 1993 Member of the Executive Management
1984 1987 Metro International, procurement
25
Corporate Governance
Leo Steiner
Member of the Board of Directors since 2004, term expires 2012
Chairman from the 2006 to 2011 General Meeting
1943, Swiss citizen, grad. mechanical engineer, ETH Zurich, additional studies in
business management
Since July 2007 Chairman of the Board of Directors, Komax Holding AG
1992 2007 CEO of Komax Holding AG and Head of Executive Management of the
Komax Group
Until 1991 Hayek Engineering & Management Consulting, Landis & Gyr,
Sulzer Escher-Wyss
Walter T. Vogel
Member of the Board of Directors since 2006, term expires 2012
1957, Swiss citizen, grad. mechanical engineer, ETH Zurich
Since 2007 CEO Aebi-Schmidt Group
2003 2007 CEO Von Roll Holding AG
1999 2003 Von Roll Group, Head of the Infratec Division and member of
Group Management
1995 1999 HILTI AG, Head of Direct Fastenings Unit and member of extended
Group Management
1992 1995 Aliva AG, Director of Sales and Marketing and member of the
Executive Board
Martin Wipfli
Member of the Board of Directors since 2007, term expires 2012
1963, Swiss citizen, lic. iur. University of Berne, lawyer
Since 1997 managing partner, Baryon AG
1995 1997 head of tax department of a Swiss private bank
1990 1995 Ernst & Young AG tax consulting
26
Philipp Buhofer
Other directorships: BURU Holding AG, Cham Paper Group
Holding AG, Rapid Holding AG, DAX Holding AG.
Dr. Felix Thni
Other directorships: Renergia Zentralschweiz AG, Raiffeisenbank Cham Genossenschaft, Cham Paper Group Holding AG.
Leo Steiner
Other directorships: Komax Holding AG and with other non-listed companies.
Walter T. Vogel
Other directorships: Schlatter Holding AG and other directorships with non-listed
companies.
Martin Wipfli
Other directorships: nebag ag, Elma Electronic AG, METALL ZUG AG and other
directorships with non-listed companies.
27
Name
Year elected
Elected until
Philipp Buhofer
2004
2012
Leo Steiner
2004
2012
Walter T. Vogel
2006
2012
Martin Wipfli
2007
2012
Felix Thni
2011
2012
Corporate Governance
The tasks of the Board of Directors are governed by the Swiss Code of Obligations,
as well as the Articles of Incorporation and Organizational By-Laws of Kardex AG.
3.4.1 Allocation of tasks within the Board of Directors
Philipp Buhofer has served as Executive Chairman of the Board of Directors since
the 2011 General Meeting and Felix Thni as the Boards Executive Vice Chairman
since the 2011 General Meeting. The Audit Committee is headed by Felix Thni,
the Compensation and Nomination Committee is headed by Walter Vogel. There
are no further special committees or functions.
3.4.2 Composition, duties and authority of the Board committees
Two permanent committees exist to assist the Board in or prepare it for important
decisions: the Audit Committee and the Compensation and Nomination Committee.
The committees are constituted as follows:
Name
Audit Committee
Philipp Buhofer
Felix Thni
Compensation and
Nomination Committee
Member
Chairman
Leo Steiner
Member
Walter T. Vogel
Chairman
Martin Wipfli
Member
According to the Organizational By-Laws, the Board of Directors may set up other
committees to help it carry out its duties more efficiently. It appoints the chairman
and members of the committees and defines their duties. The committees report
back to the Board of Directors on their activities. However, overall responsibility for
the duties assigned to the committees remains with the full Board of Directors.
Audit Committee
The Audit Committee supports the Board of Directors in its duties of ultimate
supervision, namely with regard to monitoring the integrity of the financial statements, the annual and interim reports, the internal control system for accounting processes, risk management and the auditing activities of the external and
internal auditors.
The Audit Committee
critically reviews the annual and interim financial statements, consulting the
external auditors and the members of the Executive Committee, and submits
a proposal to the Board of Directors for approval or rejection;
assesses the auditing activities, audit plan, independence and remuneration of the
external auditors as well as their cooperation with the finance and control officers
of the company and discusses the external auditors reports and recommendations;
makes an assessment of the functioning of the internal control system and the
reliability of the reporting;
monitors compliance with legislation, internal guidelines and other provisions.
28
29
Corporate Governance
Apart from the irrevocable legal requirements outlined in article 716a of the Swiss
Code of Obligations, the Kardex AG Board of Directors has the following duties and
authority:
strategic direction, organization and management of the Group
defining finance and accounting as well as financial planning and control
appointment and dismissal of the members of the Executive Committee and
signatories
regular review of business operations
making decisions on issues that have not been reserved or transferred by law, the
Articles of Incorporation or other regulations to another body
formulation and preparation of proposals to be put to the General Meeting.
The Audit Committee comprises two (up to three) members of the Board of Directors,
elected by the Board of Directors for a term of one year. The majority, including
the Chairman, should be experienced in financial matters and accounting. The Board
of Directors appoints the Chairman of the Audit Committee. The committee
currently comprises Felix Thni (Chairman) and Martin Wipfli. As a rule, the Chairman of the Board of Directors also attends its meetings. The Audit Committee
meets as often as required, but as a rule three times a year. At the invitation of the
chairman of the Audit Committee, the CFO of the Kardex Group and, if necessary,
other employees from the finance function attend. The external auditors attend all
meetings. In the year under review, the Audit Committee met on three occasions.
These meetings generally lasted five hours.
The duties and responsibilities of the Audit Committee are laid down in the
Organizational By-Laws. The Audit Committee supports the Board of Directors in
supervising finance and accounting. It is responsible for monitoring internal and
external financial reporting by management as well as evaluating the effectiveness
of the internal control system. The Audit Committee evaluates the performance,
effectiveness and independence of the external auditors as well as that of internal
auditing activities. The auditors fees and compatibility of external auditing
activities with other advisory mandates are reviewed. Furthermore, the Audit Committee undertakes compliance checks. The Audit Committee reports to the full
Board of Directors.
30
The Compensation and Nomination Committee comprises two (up to three) members from the Board of Directors. The Compensation and Nomination Committees
members currently comprise Walter Vogel (Chairman), Philipp Buhofer and Leo
Steiner. The Compensation and Nomination Committee meets as often as required
by business, but at least once a year. In 2011, the Compensation and Nomination
Committee held three meetings, each of which lasted two hours.
The duties and responsibilities of the Compensation and Nomination Committee are
specified in the Organizational By-Laws. The Compensation and Nomination
Committee supports and advises the Board of Directors on matters concerning the
composition as well as the conditions of appointment and compensation of the
members of the Board of Directors, members of the Executive Committee and other
important positions in the Group. In particular, the Compensation and Nomination
Committee proposes the basic criteria regarding performance-related payments within the Group.
The Kardex AG Board of Directors is the supreme managerial and supervisory body
of the holding company and the Group. It bears ultimate responsibility for managing, supervising and monitoring the Kardex Groups management. In essence, it is
responsible for decisions concerning corporate strategy and organizational structure as well as determining the corporate policy. The Board of Directors is responsible for appointing and dismissing members of the Executive Committee and
defining finance and accounting, as well as approving long-term plans and annual
as well as investment budgets. The Board of Directors delegates management
of Kardex AG and the Kardex Group as a whole in full to the Executive Committee
chaired by the Executive Chairman of the Board of Directors, unless otherwise
specified by law, the Articles of Incorporation or Organizational By-Laws. The Board
has also appointed a head for each division. The Executive Committee manages
the Kardex Group on the basis of the strategy adopted by the Board of Directors. The
duties and authority of the Executive Committee are laid down in the Organizational By-Laws.
31
Corporate Governance
The Executive Committee bears primary responsibility for developing the corporate
strategy for adoption by the Board of Directors, for operational management of
the company, its overall financial results and for implementation of the strategy and
action plan adopted by the Board of Directors. The CFO is responsible for financial, tax and capital management and is accountable for the development and implementation of the principles, regulations and limits of risk control. He is also
responsible for creating transparency in respect of financial results and accountable
for timely, high-quality financial reporting. Each head of division bears overall
responsibility for his division and the management, results and risks thereof.
Board of Directors
The Board of Directors is informed about the course of business and important
business events by the Executive Committee and CFO and sometimes by the
Heads of Division at every Board meeting. This enables the Board to carry out its
super visory duties regarding the Groups strategic and operational progress.
Other instruments that enable it to monitor and control the Executive Committees
actions are:
monthly written reports from the Heads of Division featuring key figures with
comparisons against the previous year and the budget together with a report on the
business situation
periodic information concerning the revenue and results figures expected by the
divisions
annual strategic analyses of the individual divisions, prepared by the Heads of
Division, and of the Group as a whole, prepared by the Executive Committee,
together with a plan, amended by the Executive Committee for the next few years
annual revision of the business risk matrix for the Group as a whole and individual
divisions by the Executive Committee
special reports by the Executive Committee on important investments, acquisitions
and cooperative agreements
briefing of the Board of Directors by the Executive Committee on significant
developments.
32
33
Corporate Governance
4. Executive Committee
4.1 Members
of the Executive
Committee
Philipp Buhofer
Since 1 June 2011 President of the Executive Committee
Member of the Board of Directors since 2004, term expires 2012
Chairman of the Board of Directors since General Meeting 2011
1959, Swiss citizen, HWV Horw/Lucerne
Since 1997 independent entrepreneur
1987 1997 EPA AG, since 1993 Member of the Executive Management
1984 1987 Metro International, procurement
34
35
Corporate Governance
The members of the Executive Committee do not engage in any other relevant
activities. There are no relevant interests. Other offices held by Philipp Buhofer and
Felix Thni are listed on page 27.
Kardex AG and its subsidiaries have no management contracts with third parties.
One member of the Executive Committees who is resident abroad has concluded
formal advisory agreements with companies of the Kardex Group via companies
which he controls. This company has no other stakeholders or employees and the
business activities of this company is essentially confined to one person and one
agreement with Kardex and this person does not operate for companies other than
the Kardex Group. This contractual relationship constitutes a proper legal arrangement in the country concerned. Payments to this company are included in the
amounts of compensation paid to the Executive Committee.
The success of the Kardex Group depends very much on the quality and commitment of its staff. The aim of our compensation policy is to attract and retain
qualified staff. Performance-based compensation is intended to encourage entrepreneurial thinking and action. The most important principles are:
Remuneration should be performance-dependent and in line with the market
Decisions on remuneration should be transparent and comprehensible
Remuneration should be linked to the business success of the company
A balance of short-term and long-term remuneration should be assured.
36
Once a year, at the request of the Compensation and Nomination Committee, the
Board of Directors approves the fixed compensation for the individual members
of the Board of Directors. The member concerned has a right of consultation. Once
a year, at the request of the Compensation and Nomination Committee, the
Board of Directors sets the fixed and variable compensation in the next year for the
Heads of Division and the CFO, based on the objectives, and approves the remuneration rules prepared by the President of the Executive Committee. Furthermore,
at the request of the Compensation and Nomination Committee, the Board of
Directors approves the variable compensation of the Heads of Division and the CFO,
based on the attainment of the defined targets for the financial year which has
ended. The members of the Executive Committees have no right of consultation in
this connection.
The Compensation and Nomination Committee did not consult external advisors.
37
Corporate Governance
The fixed basic salary is determined taking account of the tasks and responsibility
assigned, the qualification and experience required and the market environment.
Weighting of the criteria cited is discretionary. In addition, in setting the form and
amount of the salary components, the Board of Directors takes account of publicly
accessible information from comparable Swiss industrial companies listed on the SIX
Swiss Exchange which are of similar size and have international production and
market organizations.
The variable performance-related remuneration is determined on the basis of the
fulfilment of the individual performance targets and the business success of
the company or division, based on the budget adopted by the Board of Directors.
Depending on target attainment, the variable component amounts to up to 100 %
of the fixed basic pay. At least 20 % and at most 100 % of the variable component is
paid in shares at each individual members discretion. Shares are awarded at an
amount 16 % lower than the prevailing average price for the preceding month (normally February) and cannot be traded for a period of three years. At the beginning of the year, the Compensation and Nomination Committee proposes to the
Board of Directors the individual performance targets for the Heads of Division
and the CFO. After the end of the financial year, the Compensation and Nomination
Committee will assess the fulfilment of these targets and criteria and, based on
this, submit to the Board of Directors a proposal for the variable compensation. The
variable compensation depends crucially on the result of the Kardex Group. For
a Head of Division, the weighting of the variable component is 70 % for attainment
of the budget targets of the division he is responsible for and 30 % for personal,
qualitative and quantitative targets. For the CFO, the weighting of the variable component is 70 % for attainment of Group budget targets and 30 % for personal,
qualitative and quantitative targets.
The business success of the company and the divisions is measured on the basis of
the following key financial indicators:
growth (net revenues)
operating result (EBIT)
operating free cash flow
development of net working capital
5.3.3 Contracts of employment and special benefits
There are no contracts of employment with periods of notice exceeding twelve
months. Members of the Board of Directors or the Executive Committee are not
entitled to any contractual severance compensation.
The remuneration of the Board of Directors and the Executive Committee disclosed
in the following includes the relevant remuneration for the year under review as
a whole. The reported variable elements of remuneration relate to the reporting
year which has ended. The variable emoluments are allocated and paid out
according to the target attainment for the year under review described under 5.3.2,
pages 37 to 38.
38
39
Corporate Governance
5.5 Loans
On 31 December 2011, there were 1512 shareholders entered in the share register.
A majority of them had their registered office or domicile in Switzerland. Each
Kardex AG registered share entitles the holder to one vote at the General Meeting.
There are no voting right restrictions. Furthermore, any shareholder has the right
to have his shares represented at the General Meeting by a proxy authorized in
writing.
Unless the law or Articles of Incorporation provide otherwise, the General Meeting
passes its resolutions and conducts its elections by a majority of the valid voting
rights represented.
Should the initial round of election fail to achieve the necessary majority and are
there more than one candidate for election, a second round is held in which
a relative majority is required.
Kardex AGs Articles of Incorporation do not prescribe specific quorums other than
those required by company law.
40
6.3 Convocation
of General Meetings
The General Meeting is called by the Board of Directors at least 20 days prior to
the date of the meeting by way of a notice published in the companys official
publications. In addition, a letter may be sent to all shareholders registered in the
share register.
In addition to the meeting date, time and venue, the announcement must state the
agenda and the resolutions proposed by the Board of Directors and shareholders
who have requested a General Meeting or put forward an item for inclusion on the
agenda.
No resolution may be passed on items that have not been announced in this way,
except for requests to convene an extraordinary General Meeting or carry out
a special audit.
Shareholders representing at least one-tenth of the share capital may request in
writing that an extraordinary General Meeting be convened, setting forth the items
and the proposals.
6.4 Agenda
Shareholders together representing shares with a par value of at least CHF 1 000 000
may submit proposals and request in writing that items be added to the agenda.
Such items must be submitted to the Board of Directors in writing at least 60 days
before the General Meeting.
Once invitations to the General Meeting have been dispatched, no entries are
made in the share register until the day after the General Meeting.
7.2 Change-of-control
clause
41
Corporate Governance
8. Auditors
8.1 Duration of the mandate
and term of office of
the auditor in charge
In 2011, KPMG provided audit services to the value of CHF 797 000 (2010:
CHF 801 000). The amount in the year under review also includes the review for
the half-year financial statements (CHF 140 000).
KPMG was also paid fees totalling CHF 749 000 (2010: CHF 221 000) for non-auditrelated services. The entire amount was for tax advice (compliance and restructuring in the UK and USA), advice in connection with the capital increase and the
switch to Swiss GAAP FER accounting standards, as well as for legal advice.
No advisory services in connection with acquisitions were rendered.
The Audit Committee verifies the licencing, independence and performance of the
auditors on behalf of the Board of Directors and proposes the appointment and,
where necessary, discharge of auditors to be appointed or discharged by the General
Meeting. The Audit Committee monitors the auditing of the annual financial
statements of Kardex AG and the consolidated financial statements by the auditors.
As part of their audit services, the statutory auditors provide the Audit Committee with regular written and verbal feedback on their findings and suggestions
for improvement and on the internal control system. These are summarized in
a comprehensive report by the auditors to the Board of Directors (also containing
the management letter) which goes to the full Board of Directors. The Audit
Committee also meets the external auditors at least three times a year to determine
the audit scope and the criteria for the annual approval of the fees. It also ensures compliance with the mandatory rotation of the auditor in charge. The Audit
Committee also reviews the amount of the fees and their composition, broken
down into audit services and non-audit-related services. The Board of Directors is
informed via the Audit Committee.
42
9. Information policy
Kardex AG is committed to an open information policy and provides shareholders,
the capital market, employees and all stakeholders with open, transparent and
timely information. The information policy also accords with the requirements of
the Swiss stock exchange (SIX Swiss Exchange) as well as the relevant statutory
requirements. As a company listed on the SIX Swiss Exchange, it also publishes
information relevant to its stock price in accordance with article 53 of the Listing
Rules (ad hoc publicity).
The Group publishes a report on its activities on a half year basis in March and
August. All publications are available in electronic form; the Annual Report is also
available in printed form. The Interim Report is published on the Companys
website and printed on request. Press releases are additionally issued on a regular
basis. Kardex maintains a dialogue with investors, analysts and the media at
special events and road shows.
The annual media and analysts meeting, as well as the General Meeting, are held
in Zurich, Switzerland.
Information is sent by e-mail to the SIX Swiss Exchange, to the Swiss Commercial Gazette (the Companys official publication) and other relevant national
business publications. It is also published simultaneously on the Group website
at www.kardex.com. In addition, interested parties who have registered at http://
www.kardex.com/nc/en/investor-relations/email-service-contact/informationservice-subscription.html can receive the requested information by e-mail.
The President of the Executive Committee bears primary responsibility for corporate
communication. Execution and coordination are the responsibility of the CFO,
who is also responsible for external corporate communication and investor relations.
The Companys official publication is the Swiss Commercial Gazette. Information
published in connection with the maintenance of registered share listings on the
SIX Swiss Exchange complies with the SIX Swiss Exchanges listing rules. These
can be found on www.six-swiss-exchange.com. The website www.kardex.com
provides up-to-date information about the Group, products and contact information.
Calendar of events for Investor Relations
43
29 March 2012
24 April 2012
23 August 2012
25 April 2013
44
100 000
100 000 Kardex Remstar systems are in
operation worldwide. The smooth running of an ever-growing number of these
systems is technically monitored by
remote control and assured 24/7 thanks
to extensive service provision.
45
46
Financial reporting
Kardex Group
47
48
49
50
51
52
52
General information
52
62
82
Consolidated income
statement
EUR millions
Notes
Net revenues
2011
Proportion
(%)
2010
Proportion
(%)
459.2
100.0 %
355.9
100.0 %
361.3
78.7 %
277.3
77.9 %
97.9
21.3 %
78.6
22.1 %
55.2
12.0 %
52.4
14.7 %
Administrative expenses
29.1
6.3 %
25.4
7.1 %
5.2
1.1 %
5.4
1.5 %
Development expenses
Other operating income
4.5
1.0 %
4.6
1.3 %
2.5
0.5 %
2.2
0.6 %
10.4
2.3 %
2.2
0.6 %
6.4
1.4 %
6.1
1.7 %
4.0
0.9 %
8.3
2.3 %
1.0
0.2 %
0.8
0.2 %
3.0
0.7 %
9.1
2.6 %
17
0.48
1.62
No dilutive effect occurred in 2011 and 2010, the diluted result per share for the period is the same as the basic result per share for the
period.
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
Consolidated
balance sheet
EUR millions
Notes
31.12.2011
31.12.2010
57.3
62.7
Intangible assets
5.5
6.3
11
7.3
7.0
Financial assets
Non-current assets
70.1
76.0
12
41.4
30.2
13
91.3
73.7
Other receivables
14
9.9
11.9
Prepaid expenses
Financial assets
11
15
2.9
2.8
10.0
36.9
42.8
Current assets
182.4
171.4
Assets
252.5
247.4
Share capital
16
Capital reserves
Retained earnings incl. translation differences
Treasury shares
16
Equity
Non-current financial liabilities
18
Non-current provisions
20
Non-current liabilities
Trade accounts payable
Current financial liabilities
18
Current provisions
20
Accruals
Other current liabilities
59.9
39.4
84.2
79.3
79.5
82.0
0.1
0.6
64.5
36.1
41.9
34.8
21.1
21.5
63.0
56.3
55.7
52.5
10.6
50.6
6.4
7.2
27.2
20.4
25.1
24.3
Current liabilities
125.0
155.0
Liabilities
188.0
211.3
252.5
247.4
21
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
Consolidated
cash flow statement
EUR millions
Notes
2011
2010
3.0
9.1
10.3
10.5
0.8
2.1
2.1
1.2
16.2
0.5
17.4
1.8
Change in inventories
11.0
3.4
1.0
1.7
3.1
1.0
6.7
10.8
3.4
10.2
4.2
5.4
9
1
0.1
3.9
0.3
1.8
1.2
22.8
4.4
29.0
7.8
18.8
0.2
0.2
40.7
10.0
1.3
11.1
8.7
22.3
25.4
2.3
33.6
0.4
1.2
5.9
16.0
26.8
15
42.8
15
36.9
42.8
5.9
16.0
0.2
0.7
For reasons of comparability, the figures and lay-out of last year are adjusted to Swiss GAAP FER.
Consolidated statement
of changes in equity
EUR millions
Notes
Share
Capital
39.4
Capital Retained
reserves earnings
79.3
16.6
Exchange
rate differences
34.4
39.4
79.3
51.0
Total
reserves
Treasury
shares 4
2.1
60.6
1.9
34.4
2.1
26.2
9.1
9.1
0.2
22.8
22.8
9.1
Acquisition Mlog
22.6
0.1
Hedging transaction
Disposal of treasury shares2
Hedging
reserves
2.9
0.4
0.4
Equity
98.1
34.4
1.9
63.7
3.0
3.0
0.4
0.4
0.4
1.3
0.9
39.4
79.3
83.0
0.4
0.6
2.7
0.6
36.1
39.4
79.3
83.0
0.4
0.6
2.7
0.6
36.1
3.0
3.0
0.2
0.2
0.2
19
3.0
Hedging transaction
0.4
19
Capital increase
19
0.4
0.3
20.5
4.9
59.9
84.2
0.3
0.4
0.5
0.2
0.1
64.5
4.9
80.3
0.8
4.7
25.4
This item also includes the exchange rate differences arising from net investments in foreign operations less deferred tax.
As part of share-based remuneration, treasury shares were allocated in the amount of EUR 0.5 million (2010: EUR 0.2 million).
As part of the acquisition of Mlog Logistics GmbH (as per 1 May 2010), 31 777 treasury shares were allocated to the vendor in the
amount of EUR 0.7 million. The treasury shares have been disposed at an average share price of CHF 49.53 of total EUR 1.1 million.
On 2 September 2011, the Board of Directors of Kardex AG increased the share capital (see note 3 of the financial reporting of Kardex AG
(Holding)).
Number of treasury shares held as of 31 December 2011: 3149 (31 December 2010: 15 364).
EUR millions
01.01.2010
Equity (IFRS)
Restatement of goodwill
Restatement of intangible assets from business combinations
Restatement of pension plan obligations
Restatement of financial instruments
31.12.2010
98.1
92.6
30.6
43.9
2.7
13.7
1.1
4.0
0.3
0.3
2.5
3.2
Equity (FER)
63.7
36.1
2010
9.8
1.2
2.9
3.4
9.1
Basis of preparation
Principles of consolidation
Group currency
The consolidated financial statements are presented in million euros.
Foreign currency transactions
Foreign currency transactions are translated using the exchange rates prevailing at
the dates of the transactions. Gains and losses resulting from transactions in
foreign currencies and adjustments of foreign-currency items as at the balance
sheet date are recognized in the income statement.
Derivative financial
instruments and
hedging transactions
The Group uses derivative financial instruments exclusively to hedge its exposure
to foreign exchange and interest rate risks arising from operational, financing
and investment activities. Futures are measured at market value at the time of
initial recognition; the premium on options purchased is capitalized. A derivative
is eliminated as soon as the end of the term has been reached or as soon as there
is no further claim to future payments following disposal or default by the
counterparty.
Subsequent measurement of derivative financial instruments depends on the
reason for holding the instruments. Derivatives held for trading are stated at fair
value and changes in fair value recognized in the income statement. Derivative
financial instruments for the hedging of assets and liabilities can also be measured
at fair value or in accordance with the same valuation principle as the hedged
item. If the hedged item is measured at fair value, the derivative financial instrument is also measured at fair value. If the lower of cost or market is applied to
the hedged item, a loss in value on the hedged item need not to be recognized if,
based on the application of lower of cost or market, no increase in value is
possible on the hedged item. The changes in value are recognized in the income
statement, i. e. in the same way as the hedged item. The gain on the derivative
is neutralized by the gain on the hedged item.
Changes in the value of derivatives that are classed as hedging instruments for
future cash flows can be recognized in equity and do not affect the income
statement provided there is a high probability that the future cash flows will take
place. Unrealized gains and losses are eliminated from equity as soon as the
hedged transaction occurs.
Property, plant
and equipment
Owned assets
Items of property, plant and equipment are stated at acquisition or construction
cost less accumulated depreciation and impairment losses. Acquisition and
construction cost includes all expenses directly attributable to the acquisition and
necessary to bring the asset to working condition for its intended use. Interest
expenses during the construction phase of property, plant and equipment are not
capitalized.
Leased assets
Leasing agreements under which the Group company essentially assumes all the
risks and rewards associated with the acquisition are treated as finance leases.
These assets are stated at an amount equal to the lower of cost of acquisition/net
fair value or present value of the future lease payments at the start of the
agreement, less accumulated depreciation and impairment loss. Obligations
arising from finance leasing are recognized as liabilities.
Subsequent costs
Major renovation or modernization work, as well as expenses that significantly increase fair value or value in use, and expenditure that extends the estimated
useful life of property, plant and equipment, are capitalized. Repairs and maintenance costs are recognized directly under operating expenses.
Depreciation
Depreciation is charged to the income statement on a straight-line basis over the
following estimated useful lives:
Buildings
25 to 50 years
4 to 10 years
6 to 12 years
3 years
Intangible assets
Goodwill
Goodwill, the difference between the cost of acquisitions and the fair value of the
net assets acquired, results from the purchase of subsidiaries. Any goodwill that
arises is offset against equity (retained earnings) at the time of acquisition. In case
of the disposal of a subsidiary, acquired goodwill offset against equity at an
earlier date is stated at original cost to determine the profit or loss recognized in
the income statement.
3 years
5 years
Trademark rights
5 years
Capitalized software
5 years
5 years
Financial assets
Impairment of assets
Financial assets are normally measured at acquisition cost less any impairments.
Property, plant and equipment and other non-current assets are tested as at each
balance sheet date to determine whether any events or changes in circumstances
have occurred that might indicate an impairment. Where such indications exist, an
impairment test is conducted. If the carrying amount of the asset exceeds the
recoverable amount, an impairment loss is recognized.
The recoverable amount is the higher of net fair value and value in use of the
asset. The recoverable amount is normally determined for each asset. If the asset
in question does not generate any separate cash flows, the smallest possible
group of assets that generate separate cash flows is taken. Where the impairment
exceeds the residual carrying amount, a provision amounting to the remaining
difference is made.
On each balance sheet date, impairments recorded are checked to establish
whether the reasons that led to the impairment still apply to the same extent. If
the reasons for an impairment no longer apply, the value will be reinstated up
to a maximum of the carrying amount as adjusted according to scheduled depreciations. The reverse booking is recognized in the income statement.
Inventories
Inventories are stated at the lower of acquisition/production cost or net fair value.
Net fair value is defined as the value of the sales proceeds less costs of production, sale and administration incurred until the time of sale. Inventories are valued
on a weighted-average basis. The acquisition and production cost also includes
the cost of purchase and transport of inventories. In the case of inventories manufactured by the Group, production costs also include an appropriate share of
overhead. Discounts are treated as financial income. Adjustments are made for
items lacking marketability and for slow-moving items.
Construction contracts
Cash and cash equivalents comprise cash balances, postal and bank account
balances and other liquid investments with a maximum total maturity of three
months from the balance sheet date.
Repurchase of treasury
shares
Dividend
Liabilities
If the Group repurchases its own shares, the payments, including directly related
costs, are deducted from equity. Any gains or losses arising from transactions
with treasury shares are recognized in equity.
Dividends are recognized as a liability in the period in which they are approved.
In addition to the conversion right, a soft call was also a component of the financial
liability. Starting from 29 June 2010 at the earliest, this allowed the Group to
recall the convertible bond if the market price of its shares is 30 % higher than the
strike price for 20 days. This soft call represented a call option which can be
exercised at a future date, which means that at the time when the convertible bond
was issued the soft call had only a time value and no intrinsic value.
The convertible bond was repaid to bondholders on schedule on 29 June 2011. No
currency loss was incurred as the currency risk against the EUR had been
hedged. From the hedging transaction, EUR 0.4 million from shareholders equity
was reclassified as financial income of the income statement.
Employee benefits
Pension plans
There are several employee pension plans within the Group, each of which complies with legal requirements for the country in question. A majority of employees
are insured against retirement, death and disability, whether through a defined
benefit or defined contribution plan. These plans are funded by contributions from
employees and employers.
Actual economic impacts of employee pension plans on the Group are calculated on
the balance sheet date. An economic obligation is carried as a liability if the
conditions for the formation of a provision are met. An economic benefit is capitalized if it is used for the Groups future employee benefit expenses. Freely disposable employer contribution reserves are capitalized. The economic impacts of
pension fund surpluses and shortfalls and the change in any employer contribution reserves are recognized in the income statement together with the amounts
accrued over the same period.
Share-based payments
Share-based payments are recognized at fair value at the moment of granting and,
until such time as entitlement is asserted, are charged to the corresponding
positions in the income statement as personnel expenses. Since these remunerations are settled with equity capital instruments, the counter-entry is recognized
in equity.
Provisions
Net revenues include all revenues from products sold and services provided less
items such as rebates, other agreed discounts and value-added tax. Revenue from
the sale of goods is recognized when the risks and rewards of ownership have
transferred to the buyer. Provided that the conditions are met (see Construction
contracts), the revenues resulting from construction contracts are reported
using the percentage-of-completion method. Revenues from services are recognized according to the stage of completion. No revenue is recognized if there
is significant uncertainty regarding recovery of the consideration due, associated
costs or the possible return of goods.
Government grants
Asset-related subsidies are deducted from the carrying amount of the asset.
Payments made under operating leases are recognized in the income statement
on a straight-line basis over the term of the lease.
Lease payments are allocated between the financing costs and repayment of
the principal. The finance costs are allocated to each period during the lease term
to produce a constant rate of interest over the term of the liability.
Funding
Net financing costs comprise interest expense for the convertible bond, on borrowings and finance leasing, interest earned on investments, earnings and expenses
from discounts, gains and losses from foreign currency translation, as well as gains
and losses from derivative financial instruments used for exchange rate hedging,
all of which are recognized in the income statement. Interest income and expense
are recognized in the income statement as they accrue.
Income tax
Income tax comprises current and deferred tax. Income tax is recognized in the
income statement unless it relates to items recognized in equity. Current tax is the
expected tax payable on the taxable income for the year and any adjustment to
tax payable related to previous years. Income tax is calculated using tax rates already in force or substantially enacted at the balance sheet date. Deferred tax
is calculated using the balance sheet liability method on the basis of tax rates already in force or substantially enacted at the balance sheet date and is based
on temporary differences between FER carrying amounts and the tax base. Deferred
income tax assets and liabilities are netted only if they relate to the same taxable entity. Tax savings due to tax loss carryforwards on future taxable income are
not recognized.
Earnings per share are calculated by dividing the consolidated net result attributable to the shareholders of Kardex AG by the weighted average number of shares
outstanding during the reporting period. The diluted earnings per share figure
additionally includes the shares that might arise following the exercising of option
rights.
The Kardex Group comprises three business segments. Kardex Remstar develops,
produces, sells and services dynamic storage, retrieval and distribution systems
worldwide. Kardex Stow develops, produces and sells static storage systems in
Europe and China, while Kardex Mlog develops, produces, sells and services stacker
cranes, conveyor technology, as well as automated warehouse and materials
handling systems, primarily in Germany.
Kardex
Remstar
Kardex
Stow
Kardex Kardex AG
Mlog
Zurich
Eliminations
Kardex
Group
393.8
169.0
151.7
73.1
Asia/Pacific
13.4
15.2
28.6
Americas
36.7
0.1
36.8
219.1
167.0
73.1
459.2
0.2
1.7
0.3
2.2
219.3
168.7
73.4
2.2
459.2
153.0
144.4
66.1
2.2
361.3
66.3
24.3
7.3
30.2 %
14.4 %
9.9 %
35.3
14.4
5.5
Administrative expenses
97.9
21.3 %
55.2
18.1
5.6
4.1
5.2
3.9
29.1
Development expenses
3.6
1.3
0.3
5.2
1.6
1.7
1.2
3.9
3.9
4.5
0.4
1.1
1.0
2.5
1.3
10.5
3.6
2.4
EBIT margin
4.8 %
2.1 %
3.3 %
6.6
3.7
0.7
0.1
1.2
17.1
7.3
1.7
EBITDA margin
7.8 %
4.3 %
2.3 %
10.4
2.3 %
11.1
21.5
4.7 %
EUR millions
Kardex
Remstar
Kardex
Kardex Mlog (since Kardex AG
Stow
1.5.10)
Zurich
Eliminations
Kardex
Group
304.3
15.9
146.4
130.1
Asia/Pacific
10.7
5.2
Americas
35.7
35.7
192.8
135.3
27.8
355.9
0.3
0.3
192.8
135.6
27.8
0.3
355.9
135.5
117.5
24.6
0.3
277.3
57.3
18.1
3.2
78.6
29.7 %
13.3 %
11.5 %
36.4
13.8
2.6
0.4
52.4
Administrative expenses
14.9
4.8
2.0
7.8
4.1
25.4
Development expenses
3.9
0.8
0.7
5.4
4.1
1.9
0.5
3.5
5.4
4.6
2.4
0.6
0.1
0.9
2.2
3.8
0.0
1.7
4.3
2.2
2.0 %
0.0 %
6.1 %
EBIT margin
27.8
22.1 %
0.6 %
5.9
4.0
0.5
0.1
10.5
EBITDA
9.7
4.0
1.2
4.2
8.3
5.0 %
2.9 %
4.3 %
EBITDA margin
2.3 %
2. Foreign currency
translation
3. Long-term construction
contracts
Yearend rates
in EUR
2011
2010
31.12.2011
31.12.2010
1 CHF
0.812
0.723
0.818
0.799
1 CNY
0.111
0.112
0.120
0.115
1 GBP
1.152
1.166
1.197
1.176
1 USD
0.718
0.755
0.765
0.763
EUR millions
2011
2010
84.2
33.2
EUR millions
2011
2010
93.6
82.8
21.5
19.4
2.4
2.1
4. Personnel expenses
7.2
5.3
124.7
109.6
2011
2010
EUR millions
0.1
2.5
1.8
Reversal of provision
0.5
1.1
Other income
1.4
1.7
4.5
4.6
Other operating expenses include losses from tangible assets sold, severance
payments, indemnities and other positions.
6.Restructuring expenses
Restructuring expenses totalling EUR 3.1 million were recognized in the income
statement in the year under review. EUR 1.8 million of this was stated in the cost
of goods and services provided, EUR 0.2 million in marketing and sales expenses
and EUR 1.1 million in administrative expenses.
Restructuring expenses totalling EUR 1.2 million were recognized in the income
statement in the previous year. EUR 0.3 million of this was stated in marketing and
sales expenses, EUR 0.8 million in administrative expenses and EUR 0.1 million
in other operating expenses.
EUR millions
2011
2010
0.5
0.5
0.2
7. Financial result
Interest income
Exchange gains (net)
Other financial income1
0.3
0.1
0.8
0.8
4.4
4.9
Interest expense
0.6
2.2
2.0
7.2
6.9
6.4
6.1
2011
2010
Incl. discounts
2.1
0.7
1.1
0.1
1.0
0.8
The calculated tax rate for the expected tax expense is the weighted (based on the
individual Group companies contribution to profit) average of local tax rates.
These range from 8.0 % to 38.4 %. The expected tax rate for the year under review
is 24.3 % (2010: 24.5 %).
Deferred tax assets from tax loss carryforwards are not capitalized. The tax loss
carryforwards expire as follows:
8.2 Loss carryforwards
EUR millions
31.12.2011
31.12.2010
1.1
2.2
25.5
57.9
After 2016
43.2
21.1
69.8
81.2
Undeveloped
properties
Land and
buildings
Machinery and
production tools
Equipment and
vehicles
Information
technology
Plant under
construction
3.3
38.0
80.5
9.1
7.3
0.5
138.7
Additions
0.1
1.8
0.5
0.7
1.1
4.2
Disposal
1.5
1.0
0.7
3.2
Other reclassifications
0.8
0.1
1.5
0.6
0.2
0.2
0.1
0.5
3.3
38.3
81.8
8.7
7.4
0.1
139.6
EUR millions
31 December
Accumulated depreciation and
impairment, 1 January
12.6
52.4
5.2
5.8
Additions depreciation
1.0
5.7
0.6
0.8
76.0
8.1
Additions impairment
0.8
0.8
Disposal
1.5
0.8
0.7
3.0
Other reclassifications
0.1
0.1
0.3
0.1
0.1
0.3
31 December
13.6
57.7
4.9
6.1
82.3
3.3
25.4
28.1
3.9
1.5
0.5
62.7
3.3
24.7
24.1
3.8
1.3
0.1
57.3
5.9
3.7
9.6
5.7
3.0
0.1
8.8
The insurance value of property, plant and equipment amounts to EUR 174.0
million.
Amortization of property, plant and equipment is included in the items Cost of
goods sold and services provided (EUR 7.4 million), Marketing and sales (EUR
0.4 million) and Administrative expenses (EUR 1.1 million).
Undeveloped
properties
Land and
buildings
Machinery and
production tools
Equipment and
vehicles
Information
technology
Plant under
construction
3.3
37.0
72.9
8.8
6.6
1.9
130.5
Additions
0.1
3.6
0.4
0.8
0.5
5.4
Disposal
0.8
0.3
0.6
1.7
Acquisition of subsidiaries
0.1
3.2
0.4
3.7
Capital grants
0.7
0.2
0.9
Other reclassifications
0.1
1.6
0.1
2.1
0.3
0.7
0.7
0.3
0.1
0.2
2.0
3.3
38.0
80.5
9.1
7.3
0.5
138.7
11.4
47.4
4.8
5.6
69.2
Additions
1.1
6.0
0.5
0.7
8.3
Disposal
0.7
0.3
0.6
1.6
Other reclassifications
0.6
0.6
0.1
0.3
0.2
0.1
0.7
31 December
12.6
52.4
5.2
5.8
76.0
EUR millions
31 December
Accumulated depreciation and
impairment, 1 January
3.3
25.6
25.5
4.0
1.0
1.9
61.3
3.3
25.4
28.1
3.9
1.5
0.5
62.7
6.0
4.5
0.1
10.6
5.9
3.7
9.6
The insurance value of property, plant and equipment amounts to EUR 175.2
million.
Amortization of property, plant and equipment is included in the items Cost of
goods sold and services provided (EUR 6.8 million), Marketing and sales (EUR
0.4 million) and Administrative expenses (EUR 1.1 million).
In 2010, the Group received EUR 0.9 million in subsidies for machinery, production
tools and equipment in Belgium.
EUR millions
Capitalized
development costs
Capitalized
software
Patents, licences
and other
intangible assets
Total
intangible assets
18.5
4.7
13.0
0.8
Additions
0.5
0.1
Disposal
0.5
Other reclassifications
0.6
0.1
0.1
4.7
13.7
0.9
19.3
31 December
0.6
0.5
0.6
3.9
7.7
0.6
12.2
Additions
0.5
1.6
0.1
2.2
Disposal
0.5
0.5
Other reclassifications
0.1
0.1
4.4
8.7
0.7
13.8
0.8
5.3
0.2
6.3
0.3
5.0
0.2
5.5
31 December
EUR millions
Capitalized
development costs
Capitalized
software
Patents, licences
and other
intangible assets
Total
intangible assets
17.4
4.7
11.7
1.0
Additions
3.2
3.2
Disposal
1.6
0.2
1.8
Acquisition of subsidiaries
0.4
0.4
Capital grants
0.3
0.3
Other reclassifications
0.4
0.4
4.7
13.0
0.8
18.5
3.1
6.4
0.8
10.3
Additions
0.9
1.3
2.2
0.2
0.2
31 December
Disposal
Exchange rate differences
0.1
0.1
3.9
7.7
0.6
12.2
1.6
5.3
0.2
7.1
0.8
5.3
0.2
6.3
31 December
2011
2010
3.0
9.1
6.5
4.7
0.1
0.1
3.6
13.9
61.7
34.4
26.8
Additions
Exchange rate differences
Acquisition value of goodwill, 31 December
Theoretical accumulated amortization, 1 January
Theoretical annual amortization of goodwill
Theoretical exchange rate differences
0.5
61.7
61.7
34.8
30.0
6.5
4.7
0.1
0.1
41.4
34.8
20.3
26.9
64.5
36.1
26.9
4.4
6.6
22.5
84.8
63.0
31.12.2011
31.12.2010
Theoretical effect
recognition of goodwill in reporting period
Theoretical equity, 31 December
EUR millions
0.1
0.1
Pension assets
2.0
2.0
1.4
1.3
3.8
3.6
7.3
7.0
10.0
10.0
The interest rate and currency swap relates to the convertible bond (see note 22).
EUR millions
31.12.2011
31.12.2010
19.9
16.7
Finished goods
6.9
6.9
Spare parts
7.2
7.9
Work in process
27.0
13.7
Allowances
6.2
5.7
17.5
12.6
EUR millions
4.1
3.3
41.4
30.2
31.12.2011
31.12.2010
86.7
71.4
6.7
4.8
2.1
2.5
91.3
73.7
Trade accounts receivable are distributed over a widely scattered customer base.
Management does not expect any further material losses on receivables.
Allowances on trade accounts receivable are made mainly on a case-by-case
basis; a global allowance is also made on long-overdue positions.
EUR millions
31.12.2011
31.12.2010
1.2
2.6
3.0
3.0
Guarantees
0.5
0.5
Other receivables
5.2
5.8
9.9
11.9
31.12.2011
31.12.2010
35.8
41.8
EUR millions
1.1
1.0
36.9
42.8
Of cash and cash equivalents, EUR 0.7 million (2010: EUR 1.8 million) are currently
held in countries with specific formalities and request procedures for transfers
abroad. By complying with these requirements, the Group has these funds at its
disposal.
16. Equity
Nominal value
of share (CHF)
EUR millions
Share capital
in EUR millions
No. of shares
No. of
treasury shares
Treasury shares
in EUR millions
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
1 January
11.00
11.00
5 627 453
5 627 453
39.4
39.4
15 364
57 573
0.6
1.9
Additions
2 102 547
20.5
Disposals
12 215
42 209
0.5
1.3
11.00
11.00
7 730 000
5 627 453
59.9
39.4
3 149
15 364
0.1
0.6
31 December
Kardex AGs share capital is denominated in EUR. When Kardex AGs functional
currency was changed from CHF to EUR, the share capital was historically
converted; therefore, there are no currency translation effects on the share capital.
On 2 September 2011, the Board of Directors conducted a capital increase (see
Notes to the financial statements of Kardex AG (Holding) note 3).
As at 31 December 2011, there were 7 730 000 (31 December 2010: 5 627 453) fully
paid up registered shares with a nominal value of CHF 11.00 (31 December 2010:
CHF 11.00) outstanding.
Thanks to the remaining approved share capital, the share capital of Kardex AG
can theoretically be increased by an amount of up to CHF 7.8 million through the
issuing of up to 711 179 fully paid up shares with a par value of CHF 11.00.
The capital reserves comprise premiums as well as gains/losses from transactions
with treasury shares. The hedging reserves comprise income and expenses from
currency and interest rate hedges recognized in share capital (hedge accounting).
In the period under review, the Executive Committee drew as part of their compensation for the 2010 financial year 1891 (2010: 5578) shares from the Companys
holdings of treasury shares. In the period under review, the Board of Directors
drew as part of their compensation for the 2011 financial year 10 324 (2010: 4854)
shares from the Companys holdings of treasury shares. As of 31 December 2011
Kardex AG held 3149 (31 December 2010: 15 364) treasury shares, which were
purchased at an average share price of CHF 49.53 each.
2011
2010
5 612 089
5 569 880
2 102 547
12 215
42 209
7 726 851
5 612 089
6 309 090
5 597 363
667 010
6 309 090
6 264 373
3 005 000
9 090 000
25 568
2 265 271
3 005 000
6 850 297
0.48
1.62
0.48
1.62
31.12.2011
31.12.2010
40.9
33.3
Banks
Finance lease liabilities
1.0
1.5
41.9
34.8
EUR millions
31.12.2011
31.12.2010
2 to 5 years
37.0
33.3
Over 5 years
3.9
40.9
33.3
31.12.2011
31.12.2010
7.1
2.5
40.8
0.5
0.6
3.0
6.7
10.6
50.6
Convertible bond
On 29 June 2007, Kardex AG issued a 2.25 % convertible bond with a nominal value
of CHF 55.0 million and used the proceeds to repay existing bank loans.
The conversion right could be exercised over the entire term of the bond, from
29 June 2007 until 29 June 2011. Bondholders could convert one bond with a par
value of CHF 1000 into 14.06 Kardex shares. The conversion price could differ
over time as circumstances changed (see also Convertible Bond Prospectus of
26 June 2007, pages 29 34). In financial year 2011, the Group did not redeem
any of the convertible bond. The convertible bond was repaid on 29 June 2011.
On 20 April 2010, Kardex AG took out a syndicated loan in the amount of
EUR 70.0 million arranged by UBS AG (42.86 %), Credit Suisse AG (35.71 %) and
Zrcher Kantonalbank (21.43 %). The facility was divided into an acquisition
line totalling EUR 30.0 million, which was used to grant a Group loan to Kardex
Germany GmbH for the purpose of financing its Mlog acquisition as of 1 May
2010. The acquisition line had to be amortized. This first tranche could be drawn
in EUR and was subject to an annual ordinary amortization of EUR 6.0 million
payable on 30 April each year.
The remaining EUR 40.0 million was granted under a revolving credit facility as
working capital. This served as a working capital financing line to fund the Groups
current business activities, including financing investment in non-current operating assets. As of 31 December 2010, the facility had not been used. This second
tranche could be drawn in EUR and CHF or other freely convertible currencies
acceptable to all lenders and freely available in substantial amounts in the relevant
interbank markets at all times.
In June of the year under review, a supplementary agreement was concluded in
relation to the syndicated loan taken out with the consortium of banks on 20 April
2010. This supplementary agreement reduced the second tranche from EUR
40.0 million to EUR 33.0 million and was used to repay the convertible bond maturing on 29 June 2011. The Group committed itself to repay the loan amount outstanding under the second tranche in an amount corresponding to the net inflows
of funds from the planned share capital increase (see Equity, note 16).
As part of the share capital increase, the syndicated loan taken out on 20 April
2010 was refinanced and replaced on 17 August 2011 by a new syndicated loan in
the total amount of EUR 50 million, once again arranged by UBS AG (42.86 %),
Credit Suisse AG (35.71 %) and Zrcher Kantonalbank (21.43 %). This is divided into
a credit line totalling EUR 20 million (tranche A), which has to be amortized, and
a revolving, working capital credit line of EUR 30 million (tranche B). The credit line
subject to amortization can be drawn in EUR and is subject to annual ordinary
amortization of EUR 5.0 million payable on 30 April each year.
Tranche B is for the financing of working capital and non-current operating assets
and can be drawn in EUR and CHF or other freely convertible currencies acceptable to all lenders. The interest rate for tranche A as at 31 December 2011 was 3.72 %
and is based on the Euribor rate of 1.47 % plus a margin of 2.25 % to cover company-specific risk. EUR 20 million of tranche B were utilized as at 31 December 2011.
The interest rate for this tranche as at 31 December 2011 was 3.456 % and is
based on the Euribor rate of 1.206 % plus a margin of 2.25 % to cover companyspecific risk. The interest margin on the syndicated loan may decrease if the
net debt/EBITDA ratio improves accordingly. Both tranches mature on 30 April
2015. The commitment fee for tranche B is 35 % of the respective current interest margin for the calculation period, calculated on the average undrawn amount.
Compliance with the covenants agreed with the banks must be confirmed
quarterly. The covenants include key financial figures relating to the debt factor
and equity ratio. All covenants were complied with as at 31 December 2011.
Financial liabilities at year-end in all currencies had an average interest rate of
4.89 % (2010: 4.65 %).
The market-dependent interest component of the syndicated loan depends on
the development of the Euribor rate, on the one hand, and the chosen interest
period, on the other; it is fixed for one to six whole months, depending on the
choice of interest period.
31.12.2011
31.12.2010
1.7
1.9
Personnel claims
12.0
9.2
13.7
11.1
31.12.2011
31.12.2010
2.0
2.0
12.2
12.0
5.2
5.4
Provisions
Pension liabilities relating to defined benefit plans
Other long-term employee benefit obligations
Long-term employee benefits
17.4
17.4
0.2
0.2
1.1
0.7
1.3
0.9
18.7
18.3
Pension benefit
expenses within
personnel expenses
2010
1.7
1.7
1.6
10.5
10.2
0.3
0.4
0.7
0.5
Total
10.5
10.2
0.3
2.1
2.4
2.1
Contributions
concerning the
business period
EUR millions
Economical part of
the Group
31.12.2010
Pension institutions
Economical part of
the Group
31.12.2011
Surplus/deficit
31.12.2011
Pension benefit
expenses within
personnel expenses
2011
Additions
Restructuring
Others
2011
Total
2010
Total
Acquisition of subsidiaries
Guarantees
1 January
Legal disputes
EUR millions
Deferred Taxes
20. Provisions
1.9
2.6
2.6
18.3
1.9
1.4
28.7
19.8
9.8
0.8
0.6
1.3
2.7
1.4
1.1
7.9
7.3
Utilization
0.5
0.7
0.5
2.2
1.8
1.0
6.7
6.8
Reversal
1.2
0.4
0.5
0.1
0.1
0.1
2.4
1.8
0.4
31 December
1.0
2.1
2.9
18.7
1.4
1.4
27.5
28.7
Non-current provisions
1.0
0.5
2.0
17.4
0.2
21.1
21.5
1.6
0.9
1.3
1.4
1.2
6.4
7.2
Reclassifications
Current provisions
Deferred tax liabilities are shown net after offsetting them against deferred tax
assets. Netting takes place at individual company level.
The provisions for legal disputes relate to ongoing proceedings. They include
a provision for contractual obligations arising from assurances as well as warranties
from the sale of an operating segment no longer retained. Additional details
of the other provisions will not be given as these details may impair the position
of the Group in ongoing proceedings.
The provision for warranties covers the cost for guarantee claims. The actual
amount is based on current sales and available data. Experience shows that the
provisions will be used in the following one to two years.
For employee benefit obligations, see note 19.
Provisions for restructuring relate to measures to adjust cost structures and the
closure of the plant in Lewistown. Provisions for restructuring include severance
payments and will only be charged to the balance sheet once the restructuring
decision has been announced. Normally the expenses would fall due within the
course of one year.
EUR millions
31.12.2011
31.12.2010
6.2
6.8
7.6
5.6
0.4
2.9
10.9
9.0
25.1
24.3
31.12.2011
31.12.2010
Contract volumes
3.3
1.6
0.1
Contract volumes
31.1
10.0
EUR millions
Currency derivatives
The currency derivatives are used to hedge the Polish zloty, South African rand
and UK pound. The currency contracts are recognized in the balance sheet at
replacement (i.e. market) value. Any gains and losses accruing are recognized
directly in the income statement.
The denomination of the convertible bond in CHF 51.8 million gave rise to both cash
flow risk and translation risk for the Group. These risks were fully hedged with
an interest rate and currency swap with initial and final trade at the same exchange
rate. Kardex AG received a fixed CHF interest rate of 2.25 %, corresponding
exactly to the bonds coupon, and paid a fixed EUR interest rate of 3.68 %. As the
hedge transaction qualified as a cash flow hedge, the effective portion of the
change until final settlement of the hedged transaction was recognized in equity
(2010: EUR 0.4 million). The convertible bond was repaid on 29 June 2011 and
the interest rate and currency swap expired at the same time.
EUR millions
31.12.2011
31.12.2010
11.1
10.6
7.5
7.0
1 to 5 years
15.2
12.0
Over 5 years
13.7
15.0
36.4
34.0
Operating leases apply mainly to vehicles and rents on buildings. Leasing contracts
are agreed at current market conditions.
EUR millions
31.12.2011
31.12.2010
16.7
24.2
8.1
4.5
Inventories
5.1
0.9
1.7
0.1
31.6
29.7
Related parties (natural person or legal entity) are defined as any party directly
or indirectly able to exercise significant influence over the organization as it makes
financial or operational decisions. Organizations that are in turn directly or indirectly controlled by the same related parties are also deemed to be related parties.
With the exception of the pension plans (see note 19), there were no outstanding
receivables from or liabilities towards these parties. No transactions were carried
out with related parties or companies during the year under review or the previous year.
Disclosures of compensation and shareholdings in accordance with the Swiss Code
of Obligations may be found in the notes to the financial statements of Kardex AG.
27. Acquisition of
subsidiaries
Distribution,
service
Company,
domicile
Divisions
Headcount
Currency
Share capital in
local currency
Percentage holding
Kardex Remstar
16
AUD
1 300 000
100
Kardex Remstar
19
EUR
348 736
100
Kardex Stow
248
EUR
11 375 939
100
Kardex Remstar
28
EUR
200 000
100
Kardex Stow
172
CNY
78 707 143
100
Kardex Remstar
456
EUR
Kardex Remstar
EUR
50 000
100
Kardex Remstar
40
EUR
26 000
100
Kardex Remstar
24
EUR
511 292
100
EUR
5 113 431
100
123
EUR
1 386 310
26.2
73.8
AUS
BE
*
CN
DE
Kardex Remstar
Kardex Mlog
275
EUR
50 000
100
Kardex Stow
21
EUR
511 400
100
FI
Kardex Remstar
18
EUR
134 550
100
FR
Kardex SASU,
Neuilly-Plaisance Cedex
Kardex Remstar
74
EUR
1 835 000
100
Kardex Stow
25
EUR
684 000
100
Kardex Remstar
GBP
1 828 000
100
Kardex Remstar
65
GBP
828 000
100
Kardex Stow
GBP
220 000
100
IE
Kardex Remstar
EUR
300 000
100
IN
Kardex Remstar
Kardex Stow
21
6
INR
26 143 500
99
1
UK
2
3
4
5
6
Held by:
Development,
production
Finance,
property,
services
Country
29. Subsidiaries
1
11
IT
Kardex Remstar
31
EUR
309 874
100
10
NL
Kardex Remstar
36
EUR
90 756
100
Kardex Stow
15
EUR
18 152
100
Share capital in
local currency
Percentage holding
NOK
11 500 000
100
Kardex Remstar
15
EUR
300 000
100
Mlog Logistics,
Anthering
Kardex Mlog
EUR
35 000
100
Kardex Stow
10
EUR
585 000
100
Kardex Remstar
PLN
200 000
100
Kardex Stow
27
PLN
500 000
100
RU
Kardex Remstar
RUB
10 000
100
SE
Kardex Remstar
21
SEK
100 000
100
CH
Kardex Remstar
39
CHF
1 000 000
100
Kardex Remstar
18
CHF
500 000
100
PL
Held by:
Currency
16
-
Headcount
Divisions
Kardex Remstar
Kardex Stow
Distribution,
service
Development,
production
Finance,
property,
services
NO
Country
Company,
domicile
SG
Kardex Remstar
10
SGD
1 550 000
100
SK
Kardex Remstar
EUR
6 639
100
Kardex Stow
EUR
33 194
100
Kardex Remstar
EUR
150 000
100
Kardex Remstar
26
EUR
142 900
100
Kardex s.r.o.,
Prague
Kardex Remstar
21
CZK
500 000
100
Kardex Stow
94
CZK
500 000
100
Kardex Remstar
TRY
5 000
99.5
0.5
ES
CZ
TR
1
10
HU
Kardex Remstar
HUF
2 514 000
100
US
Kardex Remstar
80
USD
100
100
Kardex Remstar
59
USD
1 000
100
Kardex Remstar
14
EUR
418 950
100
*
CY
111
see page 79
No events have taken place between 31 December 2011 and 28 March 2012 that
would require an adjustment of the carrying amounts of assets and liabilities of
the Group or need to be disclosed here.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December
2011 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 independence (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 Schmid
Roman Wenk
Auditor in Charge
Financial reporting
Kardex AG (Holding)
86
87
88
94
Income statement
Kardex AG
CHF millions
2011
2010
3.2
6.8
Licensing income
7.5
6.9
15.9
3.2
Financial income
Notes
13
Other income
4.8
1.9
Total income
31.4
18.8
6.5
7.8
Administrative expenses
12
Licensing expenses
Trademark amortization
Financial expenses
13
Income tax
Extraordinary expenses
0.2
0.3
0.3
6.6
5.1
0.1
49.1
Total expenses
62.5
13.5
Net result
31.1
5.3
1, 7
Balance sheet
Kardex AG
CHF millions
Notes
31.12.2011
31.12.2010
0.5
1, 7
37.4
46.7
Investments
1, 7
172.3
226.5
210.2
273.2
Non-current assets
Receivables from Group companies
Prepaid expenses and other short-term receivables
Securities
22.8
6.6
0.3
0.2
3.1
29.9
32.6
Current assets
53.0
42.5
263.2
315.7
61.9
Assets
Share capital
85.0
73.6
41.2
20.0
20.0
0.2
0.8
1.5
22.4
Unrestricted reserve
Reserve for treasury shares
31.1
5.3
Equity
149.2
151.6
42.8
30.0
42.8
30.0
62.3
63.4
Other payables
Convertible bond
Current portion of non-current financial liabilities
10
2.8
8.2
55.0
6.1
7.5
71.2
134.1
Liabilities
114.0
164.1
263.2
315.7
Current liabilities
1. Accounting principles
The financial statements of Kardex AG comply with the requirements of the Swiss
Code of Obligations.
The accounts of Kardex AG are kept in euros as functional currency. As at 31
December, the annual financial statements are translated into Swiss francs. In
contrast with the previous year, Kardex AG adopted the closing rate method:
Assets and liabilities are translated at closing rates (in the previous year shareholdings and loans to Group companies were translated at historic rates).
The income statement and movements in equity capital are translated at average
year-end rates (no change).
Equity capital continues to be translated at historic rates.
Translation differences are taken to income in accordance with the imparity
principle (provisioning of unrealized gains). The change in treatment as against the
previous year resulted in an unrealized price loss of CHF 45.7 million.
CHF millions
2. Conditional and
authorized capital
31.12.2011
31.12.2010
9.9
Value
7.8
Units
711 179
Conditional capital in the amount of CHF 12.2 million was created at the Annual
General Meeting of 24 May 2007. As a result of the decrease in the par value
per share from CHF 13.50 to CHF 11.00, the total conditional capital had been reduced to CHF 9.9 million. The registered shares, which each have a par value
of CHF 11.00, were reserved for conversions of the 2.25 % convertible bond 2007
2011. Through the capital increase in September 2011 in the amount of CHF
23.1 million the associated reduction in conditional capital exceeds its total amount
of CHF 9.9 million. The company therefore no longer has conditional capital.
At the General Meeting of 26 April 2011 shareholders approved the creation of
authorized capital in the amount of CHF 30 950 986 (2 813 726 shares with a par value
of CHF 11.00). Following the capital increase carried out in September 2011 in
the amount of CHF 23 128 017 and the payment of 2 102 547 shares, the company
only has CHF 7 822 969 (number of shares 711 179) in authorized capital as at
31December 2011.
3. Capital increase
On 2 September 2011 the Board of Directors conducted a capital increase and issued
2 102 547 registered shares with a par value of CHF 11.00 each, thereby raising
the share capital by CHF 23 128 017 to CHF 85 030 000. A total of 7 730 000 registered
shares are now paid in. 819 897 new registered shares were subscribed by existing
shareholders under the rights offer, while 1 282 650 new registered shares were
acquired under the placement. The new shares were issued at a market value of
CHF 14.50, with existing shareholders experiencing no dilution. The accrued
premium of CHF 5 568 204 was allocated to the reserve from capital contributions.
CHF millions
31.12.2011
31.12.2010
4. Contingent liabilities
Contingent liabilities in favour of
subsidiaries and third parties
Subordinated loans to subsidiaries
5. Securing of liabilities
10.1
9.6
2.3
In view of the group taxation principle, all Swiss companies bear unlimited joint
and several liability for value-added tax (in accordance with Art. 15, par. 1c of
Swiss VAT legislation).
Kardex AG has joint responsibility for all liabilities arising from the cash-pooling
agreement.
CHF millions
6. Liabilities towards
pension funds
31.12.2011
31.12.2010
0.1
The fire insurance value of property, plant and equipment of Kardex AG amounts
to CHF 0.7 million (2010: CHF 0.1 million).
9. Securities
Price per
share in CHF
Total
CHF 1 000
28 466
61.78
1 759
Purchase 2008
64 184
48.63
3 121
Disposal 2008
31 854
54.15
1 725
31 December 2008
60 796
30.00
Disposal 2009
3 223
49.53
160
2.50
144
57 573
33.45
1 926
42 209
49.53
2 091
15 364
30.30
466
12 215
49.53
605
3 149
11.95
31 December 2007
Valuation adjustments
1 331
1 824
Valuation adjustments
31 December 2009
Disposal 2010
406
Valuation adjustments
31 December 2010
Disposal 2011
630
Valuation adjustments
31 December 2011
177
38
No convertible bonds were exchanged for shares in fiscal year 2011. The conversion
period lapsed unused on 22 June 2011. The convertible bond was redeemed on 29
June 2011.
The following shareholders owned more than 3 % of the share capital of CHF 85.0
million as at 31 December:
31.12.2011
31.12.2010
22.0 %
20.3 %
5.1 %
4.0 %
CHF millions
2011
2010
4.1
4.2
Other expenses
2.4
3.6
6.5
7.8
Personnel expenses
The price loss of EUR 12.8 million realized in connection with the convertible bond
was netted against the price gain of EUR 13.2 million resulting from currency
hedging (cross currency swap) and recognized in financial income.
CHF 1 000
Cash payments1
Share payments
2, 3
14.1 Compensations
Board of Directors 2011
Board of
Directors
total
Philipp
Buhofer
Chairman
Felix Thni
(since
2011 AGM)
Leo
Steiner
Dave Schnell
(till
2011 AGM)
Walter T.
Vogel
Martin
Wipfli
407
111
56
86
34
61
59
Value
120
39
17
20
23
21
Units
10 324
3 406
1 437
1 710
1 961
1 810
338
93
245
865
243
318
106
34
84
80
CHF 1 000
Cash payments1
Share payments
Total
2, 3
Board of
Directors total
Leo Steiner
Chairman
Philipp
Buhofer
Dave
Schnell
Walter T.
Vogel
Martin
Wipfli
390
127
55
84
65
59
Value
135
50
20
18
26
21
Units
4 854
1 816
701
647
935
755
525
177
75
102
91
80
Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.
Valuation of the shares is based on the average share price for the month preceding the date of distribution (CHF 13.82/share, previous
year CHF 33.12/share). As all shares distributed to members of the Board of Directors are subject to a three-year vesting period, they are
dispensed at 16 % (previous year: 16 %) below the relevant average share price.
The fixed minimum portion of the directors fee drawn in shares is 20 % (previous year: 20 %).
Executive Committee
2011
2010
Executive
Committee
total 1
Highest
compensation
Jos De Vuyst 2
Executive
Committee
total
Highest
compensation
Jos De Vuyst,
CEO
1 703
572
1 523
600
238
95
337
120
Value
83
32
85
30
Units
6 709
2 563
3 372
1 201
53
20
59
49
356
30
277
37
Severance payments7
751
3 184
749
2 281
836
CHF 1 000
Total
1
Payments to executive members of the Board of Directors are included in the payments to the Board of Directors.
Jos De Vuyst is heading since 15 February 2011 the Kardex Stow Division and was CEO of the Group until 31 May 2011.
Distributed shares are priced 16 % (previous year: 16%) below the share price at granting date and are subject to a three-year vesting period.
The Executive Committee receives compensation consisting of a fixed base salary plus a variable component. If targets are met, depending
on individual rank, this variable component may be up to 100 % of the fixed base pay. At least 20 % and at most 100 % of the variable
component is paid in shares.
Employer contributions to state social insurance schemes (AHV, ALV etc.) are included.
In the financial year 2011, two member of the Executive Committee have retired. A severance payment in the amount of CHF 751 465 was
agreed. Furthermore, no credits or other emoluments of any kind were granted to members of the Executive Committee or related parties.
Board of
Directors
Philipp
Buhofer
Chairman1
Felix Thni
(since
2011 AGM)
Leo
Steiner
1 770 556
1 702 282
10 333
18 715
1 184 413
1 144 049
11 905
Convertible bonds
31 Dec. 2010 (CHF 1 000)
1
230
230
Dave Schnell
(till
2011 AGM)
3 201
Walter T.
Vogel
Martin
Wipfli
10 286
28 940
6 264
18 994
Jos De Vuyst 2
2 291
7 500
26 942
63 701
1 342
25 471
Stefan Seidl
Head of Kardex
Mlog Division
(until 31.8.2011)
Jens Fankhnel
Head of Kardex
Remstar Division
(since 6.1.2011)
37 560
Hans-Jrgen Heitzer
Head of Kardex
Mlog Division
(since 1.9.2011)
Gerhard
Mahrle,
CFO
Hans De Staercke
Head of Kardex
Stow Division
(until 14.2.2011)
Executive
Committee1
Executive Committee
827
5 111
The shares of the executive Board of Directors are listed on page 92.
Jos De Vuyst is heading since 15 February 2011 the Kardex Stow Division and was CEO of the Group until 31 May 2011.
31 777
Since 1 June 2011 responsibility for management of the Group has been with the
newly created Executive Committee, which is headed by Philipp Buhofer. Felix Thni
has assumed strategic tasks within the Executive Committee.
As the ultimate parent company of the Group, Kardex AG is fully involved in the
Group-wide risk management process.
The Board of Directors and Management introduced a risk assessment mechanism
and risk management process. The risk assessment was based on a companyspecific risk universe and on information obtained from interviews with division and
Group management. Risks were recorded according to likelihood and potential
financial impact. They were systematically arranged in accordance with the risk
universe and assessed on the basis of criteria derived from key company data.
A detailed plan of action was drawn up to deal with the principal risks. Implementation of the defined measures is monitored and controlled on a continuous basis.
The Board of Directors performed a thorough review of the documentation drawn
up on the basis of this process.
No events have taken place between 31 December 2011 and 28 March 2012 that
would require an adjustment to the book value of Kardex AGs assets, liabilities or
equity or that are required to be disclosed here.
Report of the
statutory auditor on the
financial statements
To the General Meeting of Shareholders of Kardex AG, Zurich
Zurich, 28 March 2012
As statutory auditor, we have audited the accompanying financial statements
of Kardex AG, presented on pages 86 to 93, which comprise the income statement,
balance sheet and notes for the year ended 31 December 2011.
Opinion
In our opinion, the financial statements for the year ended 31 December 2011
comply with Swiss law and the companys 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 independence (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 recommend that the financial statements submitted to you be approved.
KPMG AG
Thomas Schmid
Roman Wenk
Auditor in Charge
Group companies,
addresses and contacts
Europe
Austria
Austria
Belgium
S.A. Kardex nv
Puchgasse 1
AT-1220 Vienna
Puchgasse 1
AT-1220 Vienna
Belgium
Cyprus
Czech Republic
Stow International nv
Kardex s.r.o.
Industriepark 6B
BE-8587 Spiere-Helkijn /
Avenue du Bois-Jacquet 10
BE-7711 Dottignies
Tel. +32 56 48 11 11
Fax +32 56 48 63 70
info.stow@kardex.com
www.kardex-stow.com
Petrsk 1136 / 12
CZ-110 00 Prague 1
Czech Republic
Denmark
Finland
Kardex Finland OY
Krvej 39
DK-5220 Odense S
Modletice 141
CZ-251 01 Ricany u Praha
Tel. +420 311 344 300
Fax +420 311 344 310
info.stow.cz@kardex.com
www.kardex-stow.cz
Contact: Petr vejnoha
Piippukatu 11
FI-40100 Jyvskyl
France
France
Germany
Kardex SASU
ZA la Fontaine du Vaisseau
12, rue Edmond-Michelet
FR-93363 Neuilly-Plaisance
Cedex
Kardex Deutschland
GmbH
Tel. +33 1 49 44 26 26
Fax +33 1 49 44 26 29
info.remstar.fr@kardex.com
www.kardex-remstar.fr
Megamat-Platz 1
DE-86476 Neuburg / Kammel
Tel. +49 8283 999 0
Fax +49 8283 999 387
info.remstar.de@kardex.com
www.kardex-remstar.de
Contact: Manfred Schleicher
Germany
Germany
Germany
Kardex Produktion
Deutschland GmbH
Kardex Produktion
Deutschland GmbH
Kardex Software
GmbH
Megamat-Platz 1
DE-86476 Neuburg / Kammel
Kardex-Platz
DE-76756 Bellheim / Pfalz
Im Bruch 2
DE-76744 Wrth / Rhein
Germany
Germany
Germany
Mlog Logistics
GmbH
Mlog Logistics
GmbH
Stow Deutschland
GmbH
Wilhelm-Maybach-Str.2
DE-74196 Neuenstadt am
Kocher
Tel. +49 7139 4893 0
Fax +49 7139 4893 210
info.mlog.de@kardex.com
www.kardex-mlog.de
Am Hasselbruch 20
DE-32107 Bad Salzuflen
Karl-Bosch-Strasse 2
DE-65203 Wiesbaden
Hungary
Ireland
Italy
Szabadsg t 117
HU-2040 Budars
Tel. +36 23 507 150
Fax +36 23 507 152
info.remstar.hu@kardex.com
www.kardex-remstar.hu
Contact: Gyula Konya
Via Staffora n. 6
IT-20090 Opera (Mi)
Tel. +39 02 57 60 33 41
Fax +39 02 57 60 55 92
info.remstar.it@kardex.com
www.kardex-remstar.it
Contact: Ermanno Acerbi
Netherlands
Netherlands
Norway
Kardex Systemen bv
Stow Nederland bv
Kardex Norge AS
Pompmolenlaan 1
NL-3447 GK Woerden
Minervum 7208b
NL-4817 ZJ Breda
Industrieveien 25
NO-2020 Skedsmokorset
Tel. +47 63 94 73 00
Fax +47 63 94 73 01
info.remstar.no@kardex.com
www.kardex-remstar.no
Europe
Poland
Poland
Sweden
(continued)
Kardex Scandinavia AB
Rzymowskiego 30
PL-02-697 Warsaw
Tel. +48 22 314 69 59
Fax +48 22 314 69 58
info.remstar.pl@kardex.com
www.kardex-remstar.pl
ul. Rzymowskiego 30
PL-02-697 Warsaw
Johannesfredsvgen 11A
SE-168 69 Bromma
Tel. +46 8 26 85 65
Fax +46 8 25 22 42
info.remstar.se@kardex.com
www.kardex-remstar.se
Switzerland
Switzerland
Switzerland
Kardex AG (Holding)
KRM Service AG
Kardex Systems AG
Airgate, Thurgauerstrasse 40
CH-8050 Zurich
Chriesbaumstrasse 2
CH-8604 Volketswil
Chriesbaumstrasse 2
CH-8604 Volketswil
Spain
Spain
Turkey
UK
UK
America
USA
USA
41 Eisenhower Drive
US-Westbrook ME 04092-2032
Tel. +1 207 854 1861
Fax +1 207 854 1610
info.remstar.us@kardex.com
www.kardexremstar.com
Contact: Christian Rckerl
Asia
China
China
India
Singapore
Kardex Far East Pte. Ltd.
141 Middle Road
# 06-02 GSM Building
Singapore 188976
Tel. +65 63 391638
Fax +65 63 396813
info.remstar.sg@kardex.com
www.kardex-remstar.com.cn
Contact: Wayne Bao
Australia
Australia
Kardex VCA Pty Ltd.
Lot 1, Pearce Street,
Wodonga, Victoria
3690 Australia
Tel. +61 2 6056 1202
Fax +61 2 6056 2422
info.remstar.au@kardex.com
www.kardex-remstar.com
Contact: Julie Sage
Imprint
Counsel, Text
Dynamics Group AG, Zurich
looking statements are subject to risks and uncertainties, actual future results
Publishing system
ns.publish, Druckerei Feldegg AG,
Schwerzenbach
Printed by
Druckerei Feldegg AG,
Schwerzenbach
Shuttle XP
Kardex Remstar
Mezzanine Constructions
Kardex Stow
Megamat RS
Kardex Remstar
Longspan Racking
Kardex Stow
Horizontal
Kardex Remstar
Longspan Racking
Kardex Stow
Kardex Warehousing
and Small Parts Storage
Megamat RS
Kardex Remstar
Shuttle XP
Kardex Remstar
Conveyor
Systems
Kardex Mlog
Small Goods
Racking
Kardex Stow
Miniload SR
Machines
Kardex Mlog
Greenfield Installation
Kardex Mlog
Pallet Racking
Kardex Stow
Pallets SR Machines
Kardex Mlog
Monorail
Kardex Mlog
Vertical Conveyor
Kardex Mlog
Conveyor Systems
Kardex Mlog
Small Goods
Racking
Kardex Stow
Miniload
SR Machines
Kardex Mlog
Mobile Shelving
Kardex Remstar
Lektriever
Kardex Remstar
Times Two
Kardex Remstar
Kardex
Office Solutions
Kardex Group
Thurgauerstrasse 40
8050 Zurich
Switzerland
phone: +41 (44) 419 44 44
fax: +41 (44) 419 44 18
For detailed
information
www.kardex.com