Anual Report
Anual Report
Anual Report
ANNUAL
REPORT
WE ARE
PHOENIX
MECANO
P.11
MANAGEMENT REPORT BY THE FINANCIAL
REPORT BOARD OF DIRECTORS STATEMENTS
P.21 P.71
19 12 260 11 034
20 205 270
P.8 24
2 712
19 894
2 554
16 992
Phoenix Mecano
KEY FIGURES OF
THE PHOENIX MECANO GROUP
2015 2014 2013 2012 2011
Share price
– High CHF 560 589 565 575 719
– Low CHF 407 399 436 431 427
– Year-end price CHF 467 460 545 431 490
1 Pursuant to a decision by the Shareholders' General Meeting of 23 May 2014, the share capital was reduced by
CHF 17 500 with effect from 26 August 2014 by cancelling 17 500 shares from the 2013 / 2014 share buy-back programmes.
2 As at the balance sheet date, the company owned 485 treasury shares, which are not entitled to dividend.
3 Proposal to the Shareholders’ General Meeting of 20 May 2016.
4 Based on shares entitled as at 31 December.
1
Phoenix Mecano
PHOENIX MECANO –
PROFILE
We are a global technology
company with a presence in the
international growth markets. With
our three divisions – Enclosures,
Mechanical Components and
ELCOM / EMS – we are leaders in
many of our markets. Important
areas of application are mechanical
engineering, measurement and
control technology, electrical
engineering, automotive and rail-
way technology, energy tech-
nology, medical technology, aero-
space technology and home
and hospital care.
Contents
Operating result
Gross sales 2011 – 2015
15.0
in EUR million
559.8
EUR MILLION 529.8
505.6
500.5 500.6
Operating
cash flow (EBITDA)
15.0 CHF
2011 2012 2013 2014 2015
PERFORMANCE
DIVISIONS
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015
ELCOM / EMS Enclosures
Gross sales 2011 – 2015 The division’s sales rose slightly, in a challenging
in EUR million environment. The closure of a plant and pressure on
margins impacted earnings performance.
142.8
Mechanical Components
119.9 115.9 Dynamic growth in comfort beds and armchairs
104.3 105.6
enabled a double-digit increase in sales and
a significant improvement in operating margin.
ELCOM / EMS
Intensive restructuring measures affected business
performance. These will result in a significant impro-
vement in earnings in 2016.
GLOBAL
PRESENCE
We are present in the growth markets while
also focusing dynamically and flexibly on the
demands of tomorrow’s markets. With 61
locations on all continents and an international
workforce, we are close to our customers and
can guarantee efficient production, resource-
effective logistics and market-oriented solutions.
Gross sales
North & South
America
66.0
EUR MILLION
Employees by region
Number
1
6 1 Switzerland: 137
2 2 Germany: 1630
3 Rest of Europe: 1459
5 4 Middle and
2015 Far East: 1454
5 North and
South America: 214
4 6 Rest of World: 1310
3 Production and sales companies
5
Global presence
Gross sales
Germany
195.6
EUR MILLION
22.7 146.6
EUR MILLION EUR MILLION
Gross sales
Middle & Far East
129.0
EUR MILLION
STRATEGY
The Phoenix Mecano Group pursues a long-
term growth strategy, which it has been imple-
menting consistently for years. The measures
BUSINESS
MODEL
What we invest in Business model: Development and
manufacture of industrial
components and system solutions
Group-wide and
Financial capital cross-division standards
Solid capital structure, free cash flow enabling in-
vestments to strengthen the Group’s innovation and
organic growth
Flexible allocation of
company resources
Capital goods
State-of-the-art manufacturing facilities, global
production and sales locations
Culture
Long-term focus
Relationships
Key stakeholders
(suppliers, customers, investors)
Flat and decentralised
organisational structure
Employees
Responsible employees: Flat management structures
and hierarchies, made-to-measure production line jobs Nurturing talent
Natural resources
Global sourcing: Optimisation of global material Sustainability as a guiding principle
procurement activities in India, South-East Asia and of process design
Eastern Europe, recycling and waste management
Strategy and business model 7
Outcomes of investment
Relationships
Excellent customer service, local expertise, global
network, reliable long-term partnership for system
Performance
solutions
Standardised Group-wide financial and
controlling systems
Employees
Creation of cross-division and interregional expertise in
Result-oriented division targets developing new processes and technologies, high level
of employee loyalty
Natural resources
Cross-division performance Energy-efficient solutions in product developments
measurement
8 Report by the Board of Directors
REPORT BY
Equity
167.4
areas in the financial year. Its technology
portfolio and global coverage enabled growth,
despite challenging conditions, and it has a
full pipeline of new products. EUR MILLION
“
Despite this, we managed to and automation components
grow our sales in all three di- under the RK Rose + Krieger
visions. A very large propor- Double-digit brand, recorded steady growth
tion of this growth was gen-
sales growth, with by focusing on customised
erated by the Mechanical solutions, despite challenging
Components division. Thanks all divisions economic conditions.
”
to its global leadership posi-
tion in the booming mar-
contributing After a year in which it
ket for electrically adjustable recorded only modest growth
Wcomfort furniture, it was able to keep up the suc- due to a series of customer insolvencies, the
cess story of recent years. DewertOkin product area made an impressive return
to form in 2015, consolidating its leading position in
In India and China, Phoenix Mecano continues to the fiercely competitive global market for electrically
invest heavily in production equipment and adjustable comfort furniture. Thanks to innovative
skilled personnel. This reflects the Group’s com- control components, we are increasingly effective at
mitment to develop and manufacture products differentiating our products from those of our rivals,
in and for its markets while harnessing global which is reflected in rising margins.
synergies.
The ELCOM / EMS division, which used to depend
Further systematic implementation of heavily on the photovoltaic components market, has
strategy in Group divisions made considerable progress in its realignment. In
The Enclosures division supplies customers in the China, production capacity for electromechanical
capital goods industry with solutions that protect components was made more efficient and adapted
sensitive electrical engineering and electronics from to market needs. In inductive components, the
aggressive environmental influences. At the same product range was modernised and streamlined by a
10 Report by the Board of Directors
combination of bolt-on acquisitions and in-house de- willingness to learn and team spirit from all em-
velopments. At the end of 2015, the Board of ployees. The fact that this was achieved in impres-
Directors also took a number of strategic decisions sive style once again in 2015 merits a heartfelt
aimed at restoring the division to profitable struc- thank you from the Board of Directors and manage-
tures and growth in 2016 by adjusting cost structures ment to all employees and managers.
and implementing growth investments.
Outlook
Stable dividend The capital goods markets in the three regions of
Thanks to its strong equity position (equity ratio of Europe, Asia and North and South America were in
61.5%) and stable generation of cash flow, Phoenix a relatively stable condition at the start of the year.
Mecano is able to pay its share- The falling price of commod-
“
holders consistent dividends ities, particularly crude oil,
across economic cycles. The High level of equity – and weak economic activity
”
Board of Directors will there- in the BRIC countries – with
fore propose to the Share- constant dividend the exception of India –
holders’ General Meeting that will pose challenges in 2016.
a dividend of CHF 15 be paid out, in line with the On the other hand, low interest rates, great poten-
previous year. tial for industrial automation in emerging econo-
mies, the integration of renewable energy sources
Thank you to our into Europe’s power supply and real wage growth
employees in most countries worldwide provide a solid
Phoenix Mecano promotes cooperation between its foundation for positive development of the Phoenix
employees across cultural and linguistic boundaries. Mecano Group in the medium and long term.
Based on trust and individual accountability, highly
efficient networks are formed which combine in- The main focus of the Board of Directors and ma-
dividual strengths in a unique way, in the face nagement in the current year will be on completing
of increasingly complex and fast-paced demands. the ELCOM / EMS division restructuring and turnaround
This means we can offer our customers the flexibi- measures adopted in late 2015, which are in the
lity of an SME combined with the power and reach process of being implemented. Successfully imple-
of a globally active industrial group. That is no menting these measures will create the conditions for
mean feat and demands high levels of dedication, further positive development over the long term.
WE ARE
PHOENIX
MECANO
Our employees are critical to
the success of Phoenix Mecano’s
business. We therefore offer them
an inspiring and motivating work
environment, and promote initiative
and individual responsibility
by involving our employees at all
levels in problem-solving processes
and process optimisation. In line
with our culture of continuous
improvement – “Our Journey
towards Operational Excellence” –
they contribute to the Group’s
growth through their dedication
and teamwork.
12 Management Report Geschäftsentwicklung Gruppe
13
Geschäftsentwicklung Gruppe Management Report
14 Geschäftsentwicklung Sparten Management Report
15
Geschäftsentwicklung Gruppe Management Report
16 Geschäftsentwicklung Sparten Management Report
17
Geschäftsentwicklung Gruppe Management Report
18 Management Report Geschäftsentwicklung Gruppe
19
We are Phoenix Mecano
6 204
Personnel expenses 2015
90.2
regions, understanding the bigger
picture, taking personal responsibil-
1 000 EUR ity for their own area of the busi-
ness and identifying strongly with
the company are what set our em-
ployees apart. With a shared vision
and a high degree of flexibility to
adapt quickly to changing condi-
tions, we work together to increase
the company’s long-term value.
20 Management report
MANAGEMENT
REPORT
22 Management report Business performance Group
BUSINESS
The significant expansion of business volume
by 10.7% to around EUR 560 million reflects
the systematic implementation of the Group’s
GROUP
ELCOM / EMS. Alongside this, restructuring
measures have also been adopted in the
ELCOM / EMS division, which are being imple-
mented in 2016. This marks the completion
of the division’s realignment following the
collapse of the photovoltaic market.
Divisions of the Phoenix Mecano Group Incoming orders Group and Divisions
in EUR million
574.1
Enclosures 524.3 515.7
506.0 508.1
171.2
Mechanical Components
ELCOM / EMS
285.6
117.3
0.5% the previous year, gross sales in the Mechani- division with a material use rate above the Group
cal Components division increased by 16.7% in average, exacerbated by negative currency effects.
2015, driven by growth in drive technology. The
ELCOM / EMS division achieved sales growth of 9.7% Personnel expenses rose by 9.5%. This was the
thanks to new product launches, increased business result of general labour cost increases, severance
volume in electronics manufacturing and the acqui- payments linked to the aforementioned restructuring
sition of Wijdeven Inductive Solutions BV, a Dutch measures and negative currency effects accounting
manufacturer of customised inductive systems, on for 3.5 percentage points. Average staff numbers
1 August 2015. over the year remained practically unchanged (6 204
employees compared with 6 207 the previous year).
Consolidated incoming orders for the Phoenix
Mecano Group rose by 13.0% to EUR 574.1 million, Capital expenditure remained high, resulting in a
compared with EUR 508.1 million the previous year. slight increase in depreciation on tangible assets to
Corrected for differences in foreign-exchange rates, EUR 17.8 million (previous year EUR 16.3 million).
the increase was 7.6%. The book-to-bill ratio Amortisation of intangible assets increased by
(incoming orders as a percentage of gross sales) EUR 1.2 million (+17.4%), mainly as the result of
was 102.6%, up from 100.5% the previous year. acquisitions. There were also impairment losses of
It exceeded 100% in all divisions. EUR 11.2 million in the ELCOM / EMS division in
the reporting year.
Operating result affected by ELCOM / EMS
restructuring Other operating expenses rose by 6.9%, which was
The operating result fell by 49.2% from EUR 29.5 disproportionately low compared with the increase
million to EUR 15.0 million. This was owing to the in sales.
restructuring package in the ELCOM / EMS division
and the closure of a site in the Membrane Keyboards Result of the period: EUR 6.7 million
product area (Enclosures division), costing EUR 15.4 The financial result was EUR – 2.2 million, significantly
million. Both of these measures were reported in down on the previous year (EUR – 0.5 million). In
late November 2015. The operating margin also the reporting year, the financial result was affected
declined accordingly, from 5.8% to 2.7%. Adjusted by exchange rate losses caused by the impact
for these non-recurring expenses, the operating of the scrapping of the minimum exchange rate of
result (before exceptional expenses) stood at EUR 1.20 Swiss francs per euro on euro reserves and
30.4 million. receivables of Group companies that draw up their
accounts in CHF. Swiss Group companies incurred
The Enclosures division saw its result decline from exchange rate losses of EUR 1.7 million in 2015.
EUR 22.1 million to EUR 16.9 million, with a corre-
sponding fall in operating margin and profitability, The income tax rates in 2015 and 2014 were above
partly owing to the aforementioned closure costs. By the multi-year average, at 47.8% and 31.1% re-
contrast, the Mechanical Components division spectively. The increased tax rate in the reporting
posted an operating profit of EUR 22.2 million, up year was mainly owing to the write-down of good-
by 44.9%, as well as a 4.4-percentage-point will, which is not subject to tax.
increase in profitability. The ELCOM / EMS division
made an operating loss of EUR 21.7 million (previous The result of the period was down by 66.6%, from
year EUR 5.3 million), linked to the aforementioned EUR 20.0 million to EUR 6.7 million. The net margin
restructuring activities and various growth initiatives. fell to 1.2% (previous year 4.0%).
6.8
7.0 29.5
27.9
5.8
5.6
15.0
2.7
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015
3 3
1 1
2 2
Profitability by division *
in %
Change to 2015 2014
prior year in %
* Operating result as a percentage of net operating assets at the balance sheet date
26 Management report Business performance Group
24.5
17.3
12.5
9.3
7.0
4.7
0.7
0.3
-1.5
BY TYPE OF ASSET
Intangible assets 3 223 12.1 2 401 10.0
Land and buildings 3 336 12.5 2 944 12.3
Machinery and equipment 9 664 36.2 13 292 55.3
Tools 3 363 12.6 3 257 13.5
Construction in progress 7 088 26.6 2 145 8.9
Total 26 674 100.0 24 039 100.0
BY DIVISION
Enclosures 7 532 28.2 6 174 25.7
Mechanical Components 11 206 42.0 8 957 37.2
ELCOM / EMS 6 869 25.8 7 929 33.0
Total for all divisions (segments) 25 607 96.0 23 060 95.9
Reconciliation *
1 067 4.0 979 4.1
Total 26 674 100.0 24 039 100.0
* Included under Reconciliation are individual business areas and central management and financial functions
that cannot be allocated to the divisions.
28 Management report Business performance Divisions – Enclosures
BUSINESS
Operating result
ENCLOSURES Margin
7.5
and control technology, railway, automotive and
medical technology and for explosive environ-
ments in the petrochemical and onshore and
EUR MILLION
offshore industries. Input units such as mem-
brane keyboards, short-stroke keys and touch-
screens complement the product range.
166.5 171.2
164.7 160.7
160.9
Orders
Incoming orders stood at EUR 171.2 million, up
2.8% on the previous year and higher than the sales
level in the reporting year. This equates to a
SALES AND book-to-bill ratio (incoming orders as a percentage
PROFITABILITY of gross sales) of 101.0% (unchanged from the
previous year).
Sales
The Enclosures division saw sales increase by 2.8% Result
in 2015, to EUR 169.6 million. Corrected for differ- The division’s operating result fell by 23.1% to EUR
ences in foreign-exchange rates, they were down 17.0 million. The decline is attributable to a variety of
slightly by 0.7%. There were no consoliwdation causes: one-off costs linked to the closure of a
effects. In Europe, sales remained at the previous membrane keyboard plant in Germany, loss of income
year’s level overall. In the core market of Germany, following the unpegging of the Swiss franc in the
and in France, they rose slightly. Other European heavily pressurised Swiss market, start-up costs for a
regions saw sales decline, in Switzerland as a result cabinet manufacturing facility in China, and pressure
of the franc shock in early 2015 and in Russia due to on margins in individual market segments.
sanctions. Sales in North and South America fell by
2.7%, following a 20.8% increase the previous year,
mainly due to pressure in the oil and gas business. ASSET AND
In the Middle and Far East, they were up across the CAPITAL STRUCTURE
board, rising by 29.9% overall.
Purchases of tangible and intangible assets in 2015
Gross sales of industrial enclosures (including control stood at EUR 7.5 million, up on the previous year’s
panels and equipment carriers) rose by 3.4% figure of EUR 6.2 million due, among other things,
worldwide. In the automotive and railway technol- to increased capital expenditure on tools. Other core
ogy sectors, as well as the traditional markets of investments included machinery and infrastructure
measurement and control technology and mechani- linked to the realignment of production in Germany,
cal engineering, sales were up slightly. This was equipment for the above-mentioned facility in
offset by a decline in sales in electrical engineering. China and capacity expansions in die-casting in India.
In the oil and gas sector, declining sales in North
America were more than offset by corresponding Net operating assets increased by 4.9% from EUR
increases in the Middle East and Asia. A number of 61.6 million to EUR 64.6 million, driven by the rise in
major product innovations were finalised in 2015: capital expenditure. The return on capital employed
a height adjustment system based on standard (ROCE) fell to 26.3% (previous year 35.9%), due to
components, an upgrade to the equipment carrier the lower operating result.
system, and a new range of aluminium enclosures
specially designed for applications in measurement
and control technology and touch integration.
In India, the development of Ex d enclosures was
taken forward.
20.6
22.8 22.1
21.0
17.0
14.3 13.4
13.2
10.0
5 1 5 1
4 4
1 Switzerland: 6.3 | 5.8
2 Germany: 46.6 | 46.1
2014 2015 3 Europe (excluding GER and CH): 27.8 | 26.7
4 Middle and Far East: 10.1 | 12.8
2 2 5 North and South America: 9.2 | 8.6
3 3
BUSINESS
Operating result
MECHANICAL Margin
COMPONENTS 8.1%
Profile assembly systems, linear units and drive
Investments
and pipe connection technology offer a wide
11.2
range of applications in the construction of
machinery and equipment, protective enclosures
and ergonomic workstations. High-performance
EUR MILLION
linear actuators, electric cylinders and lifting
columns facilitate comfort and lifestyle solutions
in the home and hospital care sector and in
workstation design.
242.4 237.2
227.8
218.4
Result
The division’s operating result increased by 44.9%
to EUR 22.2 million, up from EUR 15.3 million the pre-
vious year. This growth in earnings was driven
primarily by linear drives for the furniture and care
market, following dynamic sales growth in Asia and
SALES AND North America. In Europe, the weakening of the euro
PROFITABILITY created a number of challenges, owing to the pro-
curement of components from Asia in USD.
Sales The industrial components business also contributed
Gross sales in the Mechanical Components division to the division’s improved result, achieving a slight
increased by 16.7% in 2015, to EUR 274.4 million. increase in earnings.
Corrected for differences in foreign-exchange rates,
they were up by 8.8%. There were no consolidation
effects. In Europe, sales rose slightly by 1.9%, driven ASSET AND
by industrial business and by sales in the care and CAPITAL STRUCTURE
furniture markets. Sales were up by 38.7% in North
and South America and 37.8% in the Middle and Purchases of tangible and intangible assets totalled
Far East. Both regions posted strong sales growth in EUR 11.2 million, compared with EUR 9.0 million
drives for electrically adjustable comfort furniture and the previous year. The biggest single investment
benefited from favourable currency movements. related to the construction of a production plant in
Jiaxing, China. The plant has a usable floor area
While the industrial components business remained of 36 000 m2 and is due to enter service towards
highly Europe-centric, with Europe accounting for the end of 2016. Capital expenditure on tools
83% of sales, North America and Asia saw sales remained high, at EUR 1.6 million compared with
increases of 19.9% and 35.3% respectively. In India, EUR 1.8 million the previous year. Investments
the construction, manufacture and sale of conveyor were also made in new manufacturing facilities
solutions got under way, while Belgium had success in Hungary.
with vehicle sensor measurement gantries. Gross
sales of industrial assembly systems rose by 8.4%. Net operating assets increased by 6.4% due to
business expansion. On the back of the higher
Global sales of linear drives for the furniture and care operating result, the return on capital employed
market increased by 20.9%, with sales in Europe up (ROCE) stood at 16.7%, up from 12.3% the
by 1.7%. Dynamic growth in comfort beds and previous year.
armchairs led to a rise of 49.5% in North America
and 38.0% in Asia.
Orders
Incoming orders were up 20.4% on the previous year
at EUR 285.6 million. The book-to-bill ratio (incoming
35
Business performance Divisions – Mechanical Components Management report
22.2
17.4
15.3 8.1
14.5
7.3
11.9
6.5
6.5
5.4
1 1
5 5
2
2
1 Switzerland: 3.7 | 3.0
2 Germany: 23.4 | 20.9
2014 2015 3 Europe (excluding GER and CH): 31.9 | 27.6
4 4 Middle and Far East: 27.8 | 32.8
5 North and South America: 13.2 | 15.7
4
3
3
BUSINESS
Operating result
ELCOM / EMS Margin
6.9
turing and Packaging, comprising power supply
systems, backplanes and electronic assemblies,
used in areas such as medical technology,
EUR MILLION
measurement technology, astrophysics and
research facilities like CERN (Phoenix Mecano
Digital Elektronik GmbH, WIENER, Hartmann
Electronic, ATON); and Power Quality, encompass-
ing transformers, instrument transformers and
inductors for use in renewable energies, drive
technology, switchgear and power distribution
networks (REDUR, Wijdeven, Platthaus, HARTU,
PM Special Measuring Systems).
117.4 117.3
112.6
104.3
Orders
Incoming orders were up by 12.5% on the previous
year at EUR 117.3 million. The book-to-bill ratio
SALES AND (incoming orders as a percentage of gross sales) was
PROFITABILITY 101.2%, compared with 98.8% the previous year.
Sales Result
The ELCOM / EMS division’s gross sales rose by 9.7% in The ELCOM / EMS division’s operating result was
2015, to EUR 115.9 million. Corrected for differences impacted by an extensive restructuring package on
in foreign-exchange rates, sales growth was 7.7%; the one hand and various growth initiatives on the
adjusted for consolidation effects, sales were up by other. This led to an operating loss of EUR 21.7
5.0%. In Europe, sales increased by 10.5% overall, million (previous year EUR 5.3 million). Of this, EUR
with growth in the Netherlands and to some extent 14.1 million comprised non-recurring expenses in the
Germany driven by acquisitions. Organic sales growth form of impairment losses on tangible and intangible
in Europe was 4.5%. Sales in North and South assets and inventories as well as redundancy costs.
America were up by 6.6% and in the Middle and Far As reported in November 2015, a number of entities
East by 7.3%. in the Power Quality product area are being brought
together in a central production and administration
Gross sales of electromechanical components building in the Cologne / Aachen area, in order to
remained at the previous year’s level of EUR 50.0 make greater use of synergies. In addition, produc-
million. The end of a large automotive project led to a tion capacity in North Africa has been adapted as
decline in sales, but this was offset by increased sales part of the Wijdeven integration. A new investor is
of cable test probes for the automotive segment and being sought for a further two smaller sites in this
code switches for use in automation technology. 2015 product area, while the search has also begun for a
saw the division enter the market for integrated strategic investor for the Electronic Assembly
connection systems. Manufacturing product area, to facilitate growth
and better economies of scale.
Gross sales in the Power Quality business area in-
creased by 27.3% to EUR 28.0 million. Organic growth
stood at 4.4%. This business area mainly produces ASSET AND
and markets instrument transformers, transformers CAPITAL STRUCTURE
and chokes for a wide range of performance classes.
Wijdeven Inductive Solutions B.V., a Nethelands-based Capital expenditure fell from EUR 7.9 million to
company acquired on 1 August 2015 which manufac- EUR 6.9 million. It related mainly to electronic
tures customised inductive systems, contributed assembly manufacturing, investments in machinery
EUR 3.5 million to the growth in sales. and tools in the Electromechanical Components
business area and the further expansion of produc-
With sales of EUR 37.9 million, the Electronic Packag- tion facilities in Morocco.
ing business area generated organic growth of 12.8%.
This business area includes the companies Hartmann Net operating assets decreased from EUR 93.1
Electronic, WIENER Plein & Baus, Phoenix Mecano million to EUR 79.2 million, mainly owing to
Digital Elektronik and ATON Lichttechnik. The biggest the above-mentioned impairment of non-current
increases in sales were in the following markets: assets.
39
Business performance Divisions – ELCOM / EMS Management report
–0.6
–5.1 –5.3
–0.6
–9.8 –5.1
–4.2
–6.8
–18.7
–21.7
5 1 5 1
4 4
1 Switzerland: 4.2 | 3.9
2 Germany: 52.7 | 52.0
2014 2015 3 Europe (excluding GER and CH): 20.3 | 22.0
4 Middle and Far East: 15.4 | 15.0
2 2 5 North and South America: 7.4 | 7.1
3 3
CORPORATE
Transparent and open communication creates
trust by giving shareholders, employees and all
other stakeholders a comprehensive insight into
800
600
400
200
Jan. 2011 Jan. 2012 Jan. 2013 Jan. 2014 Jan. 2015 Jan. 2016
Phoenix Mecano
Vontobel Small Caps Index (indexed)
Swiss Performance Index (SPI) (indexed)
42 Management report Corporate responsibility
560
540
494 486 492 480 487 480
460 458 471 470
853 814
664
581
500
392 382
325 317
255 276
182
Jan. Feb. Mar. Apr. May June July Aug. Sep. Oct. Nov. Dec.
Monthly high / low (in CHF) Average daily volume (number of shares)
9.9 9.7
9.3
6.4
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
in million CHF
Unit
with a par value of CHF 1.00) Number 960 500 960 500 978 000 978 000 978 000
Treasury shares Number 485 1 260 20 064 14 803 4 520
Shares entitled to dividend Number 960 015 959 240 957 936 963 197 973 480
Operating result per share 2 EUR 15.6 30.7 36.6 29.0 37.1
Result of the period per share 2 EUR 7.0 20.8 23.4 18.8 24.3
Equity per share 2
EUR 273.6 278.8 265.4 260.3 253.2
Free cash flow per share 2 EUR 14.2 16.1 24.0 38.9 25.1
Dividend CHF 15.00 5 15.00 15.00 13.00 13.00
Share price
– High CHF 560 589 565 575 719
– Low CHF 407 399 436 431 427
– Year-end price CHF 467 460 545 431 490
Market capitalisation million CHF 448.6 441.8 533.0 421.5 479.2
Dividend yield 3
% 3.2 5
3.3 2.8 3.0 2.7
Total shareholder return % 4.8 – 12.8 29.9 – 9.4 – 23.8
Payout ratio 4 % 202 5 59 52 58 43
Price / profit ratio 31 December 62.8 18.2 19.0 19.1 14.6
1 Pursuant to a decision by the Shareholders’ General Meeting of 23 May 2014, the share capital was reduced by
CHF 17 500 with effect from 26 August 2014 by cancelling 17 500 shares from the 2013 / 2014 share buy-back programmes.
2 Based on shares entitled to dividend as at 31 December.
3 Dividend in relation to year-end price.
4 Dividend (shares entitled to dividend only) in relation to result of the period.
5 Proposal to the Shareholders’ General Meeting of 20 May 2016.
44 Management report Corporate responsibility
Financial calendar
Further information
Benedikt A. Goldkamp
Chief Executive Officer
Phone +41 43 255 42 55
info@phoenix-mecano.com
www.phoenix-mecano.com
45
Corporate responsibility Management report
CORPORATE
GOVERNANCE &
REMUNERATION
REPORT
50 Corporate Governance
CORPORATE
Group structure and shareholders
Phoenix Mecano is a global technology enterprise in
the enclosures and industrial components sectors and
Cross-ownership
There is no cross-ownership between the subsidiaries
or between the subsidiaries and the parent company.
Shareholders’ agreements
There are no shareholders’ agreements.
Corporate Governance 51
in %
Individual notifications can be viewed at the following link of SIX Swiss Exchange:
https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html
Changes in capital
Convertible bonds and options By law and pursuant to the company’s Articles of
There are no convertible bonds and no options. Incorporation, the Board of Directors has the
following main duties and powers:
Board of Directors – Preparation of the proceedings of the Shareholders’
The Board of Directors is the company’s senior General Meeting, especially the annual report,
management body and comprises at least four mem- financial statements and proposals on the appropria-
bers. In 2015, the Board of Directors had five mem- tion of earnings
bers. They met four times in 2015, each meeting – D etermination of corporate goals and the
lasting an average of four hours. principles underlying corporate policy and
strategy
Elections and terms of office – Determination of the company’s policy on risks
The members of the Board of Directors are elected – Decision-making regarding the establishment
individually by the Shareholders’ General Meeting or cessation of major divisions of the company and
for a term of one year until the end of the next authorisation of the acquisition or disposal of
ordinary Shareholders’ General Meeting. There are shareholdings, plus authorisation of any changes to
no restrictions on re-election. The Chairman is the legal structure of the Group
elected by the Shareholders’ General Meeting from – Decision-making on the budget and medium-term
among the members of the Board of Directors for a planning (product and market strategy, financial
term of office of one year, until the end of the next and investment guidelines)
ordinary Shareholders’ General Meeting. This term – Allocation of signatory powers to members of the
may also be renewed. The Board of Directors Board of Directors and determination of the
designates someone to take the minutes, who does principles governing signatures below that level
not necessarily have to be a member of the Board – Determination of the principles of reporting to the
of Directors. Board of Directors, approval of the principles
governing the company’s finances and
Definition of areas of responsibility accounts and also internal and external audits
The powers of the Board of Directors are set out in – Preparation of the remuneration report
the Swiss Code of Obligations as well as in Phoenix
Mecano AG’s Articles of Incorporation, which state Other activities and vested interests
that the Board of Directors is entitled to transfer the
management or individual branches thereof and
Mr Ulrich Hocker,
the representation of the company to one or more
Chairman of the Board of Directors
of its members or to other natural persons,
pursuant to its own rules of procedure governing
organisational matters, except where mandatory Activities in governing and supervisory bodies
legal provisions stipulate otherwise. To this end it – Feri Finance AG, Bad Homburg, Germany (Deputy
may set up committees, appoint, monitor or recall Chairman of the Supervisory Board)
delegates or appoint a management comprising – DMG Mori Seiki AG, Bielefeld, Germany (Member
one or more of its own members or external of the Supervisory Board)
persons. The Board of Directors determines the
powers and obligations of committees, delegates, Permanent management and consultancy functions
management and executives with a power of – Deutsche Schutzvereinigung für Wertpapierbesitz
attorney. The Board of Directors is authorised to e. V. (DSW), Düsseldorf, Germany
take decisions provided that a majority of its
members is present. Decisions are taken by a Official functions and political posts
majority of votes cast by those present. In the event – German Financial Reporting Enforcement Panel
of a tie, the Chairman has the casting vote. (FREP), Member of the Governing Board
Corporate Governance 53
Cross-linkage
Activities in governing and supervisory bodies There is no cross-linkage. In other words, no member
– Schweiter Technologies, Horgen, Switzerland of the Phoenix Mecano Board of Directors serves on
(Chairman of the Board of Directors) the Supervisory Board of a listed company of a fellow
– INFICON Holding AG, Bad Ragaz, Switzerland member of the Board of Directors.
(Member of the Board of Directors)
– Garaventa Accessibility AG, Goldau, Switzerland Internal organisational structure
(Chairman of the Board of Directors) The Board of Directors is deliberately kept small
and usually performs its duties collectively. The
No other members of the Board of Directors have Audit Committee, first set up in 2003, is primarily
any relevant activities or vested interests to declare. responsible for monitoring external audits.
In that task it is supported by the Internal Auditing
Number of permitted activities pursuant to Department. The Audit Committee is chaired by
Article 12(1)(1) ERCO (rules laid down in Article Dr Florian Ernst in his capacity as a non-executive
22 of the Articles of Incorporation) member of the Board of Directors. Dr Ernst is a
Members of the Board of Directors, the manage- certified auditor and has the necessary knowledge
ment and any advisory board may not hold and experience of finance and accounting. Another
or perform more than the following number of member of the Audit Committee is the Chairman
additional positions or activities in senior manage- of the Board of Directors, Ulrich Hocker. The CEO
ment or administrative bodies of other legal entities and CFO also attend Audit Committee meetings.
which are required to register themselves in The Committee held two meetings in 2015, each
the commercial register or an equivalent foreign lasting an average of four hours.
register and which do not control or are not
controlled by the company: The Audit Committee works in an advisory capacity
– 5 mandates with companies whose equity and prepares draft resolutions and recommenda-
securities are listed on a stock exchange, where tions for the attention of all members of the Board
multiple mandates with different companies of Directors. Decisions are taken by the whole
belonging to the same group count as one Board of Directors.
mandate; and
– 10 paid mandates with other legal entities, The Compensation Committee is the remuneration
where multiple mandates with different compa- committee required by the Swiss Ordinance against
nies belonging to the same group count as one Excessive Remuneration in Listed Companies Limited
mandate; and by Shares (ERCO). The present members of the
– 10 unpaid mandates, where the reimbursement Beat Siegrist, Ulrich Hocker, Dr Martin Furrer were
of expenses is not considered as remuneration. proposed to the 2015 Shareholders’ General Meeting
for election individually. The Compensation Commit-
tee draws up proposed remuneration guidelines
for the Board of Directors and management. It also
54 Corporate Governance
makes recommendations for Board of Directors assessment is carried out every five years. The In-
compensation and the fixed and variable remunera- ternal Auditing Department conducted a self-
tion components for management. It prepares the assessment in early 2015. The positive outcome was
Board of Directors’ decision concerning the remuner- reported to the Audit Committee.
ation of the Board of Directors and management
and submits a proposal to the Board of Directors on A Group-wide risk management system was intro-
this matter. Based on the Compensation Committee’s duced in 2002 and a Group-wide internal control
proposal, the whole Board of Directors decides on system in 2008. Both systems have proved invaluable
the remuneration of members of the Board of and are continuously updated. Integrated software
Directors and management and submits its decision for both areas was rolled out in the fourth quarter
to the Shareholders’ General Meeting for approval, of 2012. Based on experiences over the previous two
in accordance with the Articles of Incorporation. years, an in-depth review of internal control guide-
The Delegate of the Board of Directors (CEO) attends lines took place in September 2014, covering control
meetings of the Compensation Committee in an requirements and frequencies as well as documenta-
advisory capacity. He leaves the meeting when his tion requirements.
own remuneration is being discussed. To prevent
conflicts of interest, the Chairman and Delegate of
the Board of Directors abstain from votes relating to
their own remuneration.
Board of Directors
All members of the Board of Directors are elected for one year until the 2016 Shareholders’ General Meeting. As Delegate of the Board of Direc-
tors, Mr Benedikt A. Goldkamp has an operational management role. All other Board members are non-executive directors.
56 Corporate Governance
BOARD OF DIRECTORS
as at 31 December 2015
Graduated as Dr oec. HSG in Gained a doctorate in law (Dr iur.) Gained the following qualifica-
1996. Qualified as an auditor in from Zurich University, then an tions: Dipl. Ing. ETH in 1985, MBA
1999. Worked as an auditor MBA from INSEAD in Fontaine- INSEAD, Fontainebleau and
at Deloitte & Touche AG in Zurich bleau, and passed the bar McKinsey Fellowship in 1988.
until 1999. Then held various examination of the Canton of Development engineer for data
positions in the banking sector, Zurich. Started out as a lawyer for transfer with Contraves, Consult-
including as a mergers & acquisi- Baker & McKenzie in Sydney, then ant and Project Manager at
tions consultant and the became a strategy consultant for McKinsey & Co. responsible for
CFO of an alternative investment McKinsey & Co. in Zurich. Has been reorganisations and turnaround
company in Pfäffikon, Schwyz. back working as a lawyer for projects in the machine industry.
2008 – 2015 occupied a number Baker & McKenzie in Zurich since 1996 – 2008 CEO of Schweiter
of posts at Deutsche Bank 1997, specialising in private equity, Technologies, Horgen. Since 2008
(Switzerland) AG, Zurich, including mergers & acquisitions, capital member and since 2011 chairman
as Global Head Private Equity market law and restructuring. of the Board of Directors of
Distribution and advising clients in Has been a partner at Schweiter Technologies Horgen.
the Asset & Wealth Management Baker & McKenzie since 2002. Member of the Board of Directors
Division. Since 2015 has per- of INFICON Holding AG, Bad
formed various independent roles Ragaz, since 2010. 2008 – 2012
in the field of private equity / cor- Managing Director of the Satisloh
porate finance and family offices. Group. Since 2013 Chairman of the
Board of Directors of Garaventa
Accessibility AG, Goldau.
58 Corporate Governance
MANAGEMENT
as at 31 December 2015
Benedikt A. Goldkamp (D) CEO Dr Rochus Kobler (CH) COO René Schäffeler (CH) CFO
Delegate of the Board of Member of the management Member of the management
Directors. Member of the Board since 2010. Dr oec. HSG, Dipl. since 2000. Certified account-
of Directors since 2000.Delegate Ing. ETH / MSc. Born in 1969. ant / controller. Born in 1966.
of the Board of Directors and Resident in Unterägeri Resident in Stein am Rhein
CEO since 1 July 2001. Dipl. (Switzerland). (Switzerland).
Finanzwirt, MBA Duke Universi-
ty. Born in 1969. Resident in 1997 – 2002 Senior Engagement Commercial training and active for
Lufingen (Switzerland). Manager at McKinsey in Zurich, several years in the banking
Johannesburg and Chicago. sector. At Phoenix Mecano since
1996 – 1997 Worked as an 2002 – 2010 CEO and Member of 1989. After serving as Controller
auditor and strategy consultant at the Board of Directors of the (until 1991), Head of the Group
McKinsey & Co. 1998 – 2000 international production and Accounting Department
Managed the Group’s own trading group Gutta. He has been (1992 – 96) and Deputy Director
production company in Hungary COO since 1 September 2010, of Finances and Controlling
and several Group-internal with responsibility for the (1997 – 2000), he has been CFO
restructuring projects. operational management of the since 2000. In this post he is
He has been a member of the Phoenix Mecano Group. responsible for finances, group
management and Board of accounting, controlling, taxes
Directors of Phoenix Mecano AG and IT.
since 2000.
60 Corporate Governance
Number
Entries in the share register Phoenix Mecano Group for a period of one year. KPMG
Since Phoenix Mecano AG has only issued bearer AG, Zurich, first assumed the mandate as statutory and
shares, no share register is kept. Group auditors in 2006. The lead auditor, Mr Kurt
Stocker, has been in office since the 2012 Shareholders’
Changes of control and defence measures General Meeting. The lead auditor is replaced every
Duty to make an offer seven years.
The limit for the obligation to make an offer pursuant
to Article 32 of the Swiss Federal Act on Stock Auditing fees
Exchanges and Securities Trading is 45% of the voting In the reporting year, KPMG received fees totalling
rights (opting up). Under the Swiss Stock Exchange Act, EUR 710 000 for auditing the financial statements and
a potential acquiring company may be exempted from consolidated financial statements.
the obligation to make a public purchase bid (opting
out). Phoenix Mecano has not made use of this Additional fees
possibility. KPMG received additional fees of EUR 649 000 in
the reporting year: EUR 579 000 for tax consultancy,
Clauses on changes of control EUR 67 000 for legal advice and EUR 3 000 for
There are no change-of-control clauses. Nor are there miscellaneous services including support for the
any agreements about extending contracts in the Internal Auditing Department.
event of a hostile takeover. This applies to serving
members of the Board of Directors and management Audit supervision and control instruments
as well as to other executive staff. Phoenix Mecano has a dedicated full-time Internal
Auditing Department and a Board of Directors’ Audit
Auditors Committee. The external auditors attended both
Duration of the mandate and Audit Committee meetings in the reporting year. They
term of office of the lead auditor inform the Audit Committee, both orally and in
By a decision of the Shareholders’ General Meeting writing, of the outcome of the Group audit and the
of 22 May 2015, KPMG AG, Zurich, were appointed as audit of the financial statements of Phoenix Mecano
statutory auditors for the accounting and financial AG. Specific observations relating to the audit are
statements of Phoenix Mecano AG and as Group presented to the Board of Directors in the form of
auditors of the consolidated financial statements of the a comprehensive report.
61
Corporate Governance
The Audit Committee assesses the auditors’ perfor- be found on page 44. Detailed information is
mance annually based on the documents, reports and also available online at www.phoenix-mecano.com,
presentations they produce and the relevance and from where the Group’s annual reports, latest media
objectivity of their observations. In so doing, the information and Articles of Incorporation can be
Committee also takes into account the opinion of the downloaded:
CFO. The amount of the auditors’ fees is regularly – Annual reports / Semi-annual reports:
reviewed and compared with the auditing fees of other www.phoenix-mecano.com/annualreports.html
industrial companies. It is negotiated by the CFO and – Media information: www.phoenix-mecano.com/
approved by the Audit Committee. All services current-media-releases.html
performed outside the scope of the statutory audit – Articles of Incorporation: www.phoenix-mecano.
mandate are compatible with the audit duties. com/articles-of-incorporation.html
– Shareholders’ General Meeting (invitation,
Information policy results of votes): www.phoenix-mecano.com/
Phoenix Mecano informs its stakeholders in an open general-meeting.html
and comprehensive way to create trust and promote
understanding of the company. Its high level of trans- For ad hoc disclosures, the relevant pages are:
parency enables all stakeholder groups to make a – Pull link: www.phoenix-mecano.com/
full and accurate assessment of business development current-media-releases.html
and prospects and the sustainability of management – Push link: www.phoenix-mecano.com/subscribe.html
and corporate policy.
Print media announcements are published in the Swiss
Relevant information about the Group’s business Official Gazette of Commerce (SOGC)
activities is provided in its annual reports, semi- as well as a number of major daily newspapers in
annual reports and media releases as well as German-speaking Switzerland.
at media and analysts’ conferences and the Share-
holders’ General Meeting.
in 1 000 EUR
As the Group’s senior supervisory body, the Board is set in advance, taking into account the member’s
of Directors (except for the Delegate, who is a areas of responsibility.
member of the management) receives only a fixed
remuneration in cash, so that it can exercise its No shares were allocated and no options were
supervisory and overall guidance function free from organised in the reporting year. There are no share-
conflicts of interest with the management. The holding programmes for members of the Board
Delegate of the Board of Directors also receives a of Directors or management under which shares or
fixed remuneration for his services on the Board as options could be issued.
well as a fixed and variable remuneration for his
services as CEO and a member of the management. Social security and fringe benefits
The Phoenix Mecano Group operates a pension plan
Structure of remuneration in Switzerland with a BVG-Sammelstiftung (collective
The Board of Directors is remunerated in cash for all foundation providing basic insurance as well as
of its duties, including ordinary and any extraordi- supplementary insurance for senior managers). This is
nary meetings, committee activities and other fully reinsured by an insurance company. Members of
extraordinary activities. Expenses are not reim- the management are affiliated to this pension plan.
bursed separately. Only in the case of cross-border Pension payments are based on retirement savings,
travel are the actual costs reimbursed. to which annual retirement credits and interest are
added. When an employee with basic insurance
The management of Phoenix Mecano consists of retires, they can choose between a lifetime annuity
three members: the CEO (Delegate of the Board of or a lump-sum payment; the managerial insurance
Directors), COO and CFO. All three hold responsible takes the form of a lump-sum payment. The annuity
positions with an overall management role. is calculated by multiplying the retirement savings
Remuneration for all members therefore follows the by the current conversion rate. In addition to
same model, based on a simple but effective retirement benefits, pension benefits also include
formula. disability and partner’s pensions.
Each member of the management receives a fixed The Phoenix Mecano Group has also taken out
remuneration in cash, taking into account their group accident insurance for death and disability as
qualifications, experience and area of responsibility, well as daily sickness benefits insurance for
at prevailing market conditions (see also under members of the management.
Procedures for determining remuneration).
Management members receive lump-sum expenses in
In addition, each member receives a variable remu- accordance with the expense regulations approved
neration component (bonus). To determine this by the relevant tax authorities. If they wish, members of
component, a minimum profit margin of 3% of the management are given a company car for business
equity, calculated in relation to the Phoenix Mecano and private use.
Group’s balance-sheet equity, is first set aside. This
is not taken into account in determining the bonus. The compensation awarded to members of the Board
Bonuses can only be paid if the result of the period, of Directors is subject to the usual social security
as recorded in the Phoenix Mecano Group’s con- contributions. With the exception of the Delegate of the
solidated financial statements, exceeds this Board of Directors, members of the Board of Directors
minimum amount of 3% of equity (for shareholders). do not participate in the Phoenix Mecano pension plan.
No bonus is paid in the event of losses. All manage-
ment members receive their bonus as a percentage
of the result of the period less the aforementioned
minimum rate of return. The bonus is limited to
a maximum of twice the fixed salary. The percent-
age received by individual management members
64 Remuneration report
Article 21
Loans and credit to members of the Board of
Directors, the management and any advisory board
may not as a rule exceed 100% of the annual
remuneration of the individual in question.
2015
in 1 000 CHF
Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 5 69
Dr Florian Ernst Board member 64 5 69
Dr Martin Furrer Board member 64 5 69
Beat Siegrist Board member 64 5 69
Remuneration of the Board of Directors 517 0 40 557
Remuneration of the management 1 602 0 315 1 917
Remuneration of the Board of
Directors and of the management 2 119 0 356 2 475
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 0 142 868
Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 11 75
Dr Florian Ernst Board member 64 5 69
Dr Martin Furrer Board member 64 5 69
Beat Siegrist Board member 64 5 69
Remuneration of the Board of Directors 517 0 46 563
Remuneration of the management 1 600 446 328 2 374
Remuneration of the Board of
Directors and of the management 2 117 446 374 2 937
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 248 145 1 119
The Phoenix Mecano Group’s consolidated statement In financial year 2015, legal fees of CHF 8 150
of income for 2015 includes no compensation for were paid to law firm Baker & McKenzie Zurich,
former members of the Group’s bodies who left in in which Dr Martin Furrer is a partner.
the preceding period or before.
Remuneration report 67
We have audited the remuneration report dated 23 March 2016 of Phoenix Mecano AG for the year ended
31 December 2015. The audit was limited to the information according to articles 14 – 16 of the Ordinance
against Excessive compensation in Stock Exchange Listed Companies contained on page 66 (table) of the
Annual Report.
Auditor’s Responsibility
Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit
in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical require-
ments and plan and perform the audit to obtain reasonable assurance about whether the remuneration report
complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration
report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the
reasonableness of the methods applied to value components of remuneration, as well as assessing the overall
presentation of the remuneration report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion, the remuneration report for the year ended 31 December 2015 of Phoenix Mecano AG complies
with Swiss law and articles 14 – 16 of the Ordinance.
KPMG AG
68 Group operational structure
Phoenix Mecano Trading AG Kundisch GmbH + Co. KG RK Rose+Krieger GmbH Hartmann Codier GmbH
CH-8260 Stein am Rhein D-78056 Villingen-Schwenningen D-32423 Minden D-91083 Baiersdorf
Managing director: Managing director: Managing director: Managing directors:
Dr J. Metzger M. Brouwer H. Hoffmann B. A. Goldkamp, P. Scherer
149 Phoenix Mecano AG
Financial statements 2015
on
retained earnings
164 Report of the statutory auditor on
no
CONSOLIDATED
FINANCIAL
STATEMENTS
72 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR Note No.
Assets
NON-CURRENT ASSETS
Goodwill 3 14 527 20 809
Other intangible assets 4 23 487 28 211
Investment properties 5 268 940
Tangible assets 5 120 509 115 170
Investments in associated companies 6 4 303 1 282
Other financial assets 7 1 924 371
Deferred tax assets 21 5 312 4 565
Total non-current assets 170 330 171 348
CURRENT ASSETS
Inventories 8 122 838 117 844
Trade receivables 9 70 727 62 208
Derivative financial instruments 18 269 85
Income tax receivables 6 759 3 932
Other receivables 10 8 225 8 269
Current securities 11 4 144 4 711
Cash and cash equivalents 12 41 951 44 185
Deferred charges and prepaid expenses 1 477 1 425
Total current assets 256 390 242 659
Total assets 426 720 414 007
Consolidated financial statements 2015 Phoenix Mecano Group 73
2015 2014
in 1 000 EUR Note No.
2015 2014
2015 2014
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR Note No.
CAPITAL EXPENDITURE
Intangible assets 4 – 3 223 – 2 401
Tangible assets 5 – 23 451 – 21 638
Financial assets – 5 819 – 1 046
Current securities – 219 – 9
Acquisition of Group companies 46 – 3 324 – 17 809
DISINVESTMENTS
Intangible assets 11 1
Tangible assets 5, 33, 39 1 325 667
Financial assets 83 14
Current securities 636 2 690
Interest received 621 617
Dividends received 6 75 100
Cash used in investing activities – 33 285 – 38 814
Dividends paid (including minority interest) – 14 300 – 12 289
Change in minority interests 178 819
Purchase of treasury shares – 201 – 140
Sale of treasury shares 450 672
Issue of financial liabilities 18 273 14 537
Repayment of financial liabilities – 13 370 – 21 235
Cash flow from financing activities – 8 970 – 17 636
Translation differences in cash and cash equivalents 1 069 1 418
Change in cash and cash equivalents – 2 234 – 16 224
Cash and cash equivalents as at 1 January 12 44 185 60 409
Cash and cash equivalents as at 31 December 12 41 951 44 185
Change in cash and cash equivalents – 2 234 – 16 224
78 Phoenix Mecano Group Consolidated financial statements 2015
77 77 77
17 17 17
6 719 6 719 102 6 821
– 3 456 – 3 456
724 724
94 6 719 4 081 102 4 183
20 181 – 193 19 988
94 6 719 24 262 – 91 24 171
263 556 819
0 0
532 532
– 11 780 – 509 – 12 289
0 0 – 10 985 47 – 10 938
98 6 764 265 599 1 871 267 470
80 Phoenix Mecano Group Consolidated financial statements 2015
– 991 – 991
75 75
– 48 3 308 2 344 0 2 344
6 687 – 2 6 685
– 48 3 308 9 031 – 2 9 029
– 124 302 178
249 249
– 13 941 – 359 – 14 300
0 0 – 13 816 – 57 – 13 873
50 10 072 260 814 1 812 262 626
82 Phoenix Mecano Group Consolidated financial statements 2015
* Included under Reconciliation are individual business areas and central management and
financial functions that cannot be allocated to the divisions.
Consolidated financial statements 2015 Phoenix Mecano Group 83
BY REGION
Switzerland 22 664 23 559
Germany 195 578 187 561
UK 15 069 14 217
France 22 069 21 876
Italy 15 171 16 271
The Netherlands 16 079 13 481
Rest of Europe 78 244 76 650
North and South America 65 958 53 846
Middle and Far East 128 974 98 160
Gross sales 559 806 505 621
Revenue reductions – 5 344 – 5 272
Sales revenue 554 462 500 349
BY PRODUCT GROUP
Industrial enclosures 151 849 146 797
Input systems 17 731 18 135
Enclosures 169 580 164 932
Industrial assembly systems 40 702 37 564
Linear adjustment and positioning systems 233 663 197 555
Mechanical Components 274 365 235 119
Electro-mechanical Components 49 982 49 972
Power Quality 28 003 22 003
Electronic Packaging 37 876 33 595
ELCOM / EMS 115 861 105 570
Gross sales 559 806 505 621
Revenue reductions – 5 344 – 5 272
Sales revenue 554 462 500 349
Consolidated financial statements 2015 Phoenix Mecano Group 85
BY REGION
Switzerland 7 880 7 127
Germany 47 397 53 490
UK 4 200 4 717
France 368 438
Italy 1 278 1 360
The Netherlands 9 815 15 977
Rest of Europe 39 657 36 163
North and South America 5 652 5 377
Middle and Far East 46 847 41 763
Total 163 094 166 412
86 Phoenix Mecano Group Consolidated financial statements 2015
Accounting principles
Phoenix Mecano AG with its subsidiaries (the Phoenix Mecano Group) operates worldwide as a manufacturer and
seller of components for industrial customers in the electronics, electrical and mechanical engineering segments
as well as of electric drives and control systems for adjustable ergonomic and healthcare furniture and hospital and
healthcare beds. It is a leader in many of its markets. The Group’s main activities are presented under Segment In-
formation. Phoenix Mecano AG has its head office in Stein am Rhein, Switzerland, and has been listed on SIX Swiss
Exchange since 1988. Its address is Hofwisenstrasse 6, CH-8260 Stein am Rhein.
The consolidated financial statements of Phoenix Mecano AG were drawn up in accordance with International Fi-
nancial Reporting Standards (IFRS) and comply with Swiss law.
Where subsidiaries have a financial year that differs from the period under consideration, interim statements are
drawn up and audited. Thus the consolidated financial statements are based upon audited annual or interim finan-
cial statements as at 31 December 2015, which in turn are based on the standard accounting, valuation and or-
ganisation criteria that are applied uniformly throughout the Group.
The consolidated financial statements were drawn up in accordance with the principle of historical acquisition and
manufacturing cost. As an exception to this, financial assets held for sale, investments < 20%, receivables and
liabilities from derivative financial instruments, liabilities hedged by fair value hedges and contingent purchase price
payments from acquisitions (receivables and liabilities) are measured at fair value. In addition, assets held for sale
(intangible assets, tangible assets) are measured at fair value less costs to sell, provided that this value is lower than
the book value. The consolidated statement of income was drawn up using the total cost method.
The application of the revised IFRS / IAS standards had no impact on accounting, measurement and presentation or on
the scope of the notes to the financial statements.
The following new and revised standards and interpretations have been approved but will only enter into force at a
later date and as such have not been applied in these consolidated financial statements. Their impact on the Phoenix
Mecano consolidated financial statements has not yet been systematically analysed; consequently, the expected ef-
fects listed at the base of the table are an initial estimate only.
Consolidated financial statements 2015 Phoenix Mecano Group 87
IFRS 9 IFRS 9 – Financial Instruments replaces the current 2 1 January 2018 Financial year 2018
provisions of IAS 39 and contains revised guidance
on the classification and measurement of financial
assets and on hedge accounting. It also contains a
new model for calculating the impairment of
financial assets. The new standard reduces the
number of measurement categories for financial
assets. The new hedge accounting rules are intended
to ensure that risk management activities are
reflected more appropriately in the consolidated
financial statements. To this end, IFRS 9 increases the
scope of hedged items eligible for hedge accounting
and eases the effectiveness tests. Impairment is
now recognised on the basis of expected losses
rather than incurred losses.
Amendments to IFRS 11 Accounting for Acquisitions of 1 1 January 2016 Financial year 2016
Interests in Joint Operations
Amendments to IAS Clarification of Acceptable Methods of 1 1 January 2016 Financial year 2016
16 and IAS 38 Depreciation and Amortisation
Scope of consolidation
The consolidated financial statements cover all companies over which Phoenix Mecano AG exercises direct or indirect
control. Control over a company exists if Phoenix Mecano AG is exposed or has rights to variable returns from its in-
volvement with the company and has the ability to affect those returns through its power over the company. The con-
solidated Group companies are combined using the full consolidation method. 100% of all assets and liabilities, as well
as income and expenditure, are included in the consolidated financial statements, with the exception of items that are
eliminated during consolidation. Minority interests in equity are posted separately as a sub-item under equity. The mi-
nority share in the income is shown separately in the consolidated statement of income as a part of the result of the
88 Phoenix Mecano Group Consolidated financial statements 2015
period. Newly acquired participating interests are included in the consolidated financial statements from the date on
which control was acquired, while companies disposed of during the reporting year are excluded from the date on
which control was relinquished.
Associated companies
Investments in associated companies, in which Phoenix Mecano has a voting share of between 20 and 50% or ex-
erts a significant influence in some other way, as with joint ventures (50% interests, which Phoenix Mecano con-
trols jointly with partners), are included in the consolidated financial statements in accordance with the equity
method. Under the equity method, the fair value of the proportionate net assets at the acquisition date is calcu-
lated and recognised together with any goodwill under Investments in associated companies. In the subsequent
reporting periods, this value is adjusted by the share of the Phoenix Mecano Group in the additional equity and re-
sult generated as well as by any dividends.
Capital consolidation
Capital consolidation at the acquisition date is based on the acquisition method. The purchase price for a company ac-
quisition is determined based on the total of the fair value of the assets given, the liabilities incurred or assumed and
the equity instruments issued by the Phoenix Mecano Group. Transaction costs associated with a company acquisition
are recognised as income / expense. The goodwill arising from a company acquisition is recognised as an asset. It cor-
responds to the surplus of the total of the purchase price, the contribution of minority interests in the company being
taken over and the market value of the previously held equity interest above the balance of assets, liabilities and con-
tingent liabilities at fair value. For the measurement of minority interests, there is a choice with each transaction. They
can be measured either at the market value or based on the minority share in the fair value of the net assets taken over.
In the event of a negative difference, the remaining surplus is reported directly as income / expense following a further
measurement of the fair value of the net assets taken over. Subsequent adjustments to the accounting of acquisitions
are reported as an adjustment to goodwill if they are based on more accurate information about the fair value at the
acquisition date and provided they occur within the measurement period, i.e. a period of 12 months.
If the Phoenix Mecano Group offers a seller a put option on the remaining minority interest at the time of acquisition,
resulting in a de facto obligation to buy, this option is recognised as a residual purchase price liability and measured at
fair value. Accordingly, no minority interest is reported in the consolidated financial statements. A contingent purchase
price payment is measured at fair value at the acquisition date and recorded as a residual purchase price liability. Sub-
sequent adjustments to such residual purchase price liabilities are recognised as income / expense.
Currency conversion
Owing to the great importance of the euro to the Group – a substantial proportion of Phoenix Mecano’s sales are
made in euro and most of its major subsidiaries are located in the euro area – the consolidated financial statements
are presented in euro.
The items contained in a Group company’s annual accounts are valued on the basis of the currency of the primary eco-
nomic environment in which the company operates (functional currency). Foreign currency transactions are converted
into the functional currency at the exchange rates prevailing at the time of the transaction. Gains and losses resulting
from the transactions themselves and from the conversion of monetary assets and liabilities in foreign currencies at
the relevant closing rate are reported in the statement of income.
The results and balance sheet items of all Group companies with a functional currency other than the reporting cur-
rency, euro, are converted to euro. The assets and liabilities are converted at the closing rate for each balance sheet
date, income and expenses at the average exchange rate for each statement of income. Any resulting translation
Consolidated financial statements 2015 Phoenix Mecano Group 89
differences and any translation differences on long-term loans which are considered to be similar in nature to equity
are posted in equity as separate item. The statement of cash flow is converted at the average exchange rate.
Intercompany profits
Intercompany profits on inventories and non-current assets arising from trading between companies within the Group
are eliminated so as not to affect income. Unrealised losses on transactions within the Group are also eliminated, un-
less the transaction indicates an impairment of the transferred asset.
Segment information
The segment information is presented in accordance with internal reporting and follows the management approach.
The Phoenix Mecano Group is divided into three divisions (operating segments). An operating segment is a component
of a company which engages in business activities from which it may earn revenues and incur expenses. Its operating
results are reviewed regularly by the chief operating decision maker (CODM) in order to make decisions about resources
to be allocated to the segment and assess its performance. Discrete financial information is available for the segment.
The Group’s three divisions are:
– Enclosures (enclosures made of aluminium, plastic and glass-fibre reinforced polyester, machine control boards and
suspension systems for protecting electronics in an array of industrial applications, including explosion-proof enclo-
sures as well as membrane keyboards and touch systems)
– Mechanical Components (aluminium profiles, pipe connection systems, conveyor components, linear units, electric
cylinders, lifting columns as well as linear drives and drive systems including fittings technology for industry and elec-
trically adjustable furniture for the home and hospital care sector)
– E
LCOM / EMS (switches, plug connectors, inductive components, transformers, instrument transformers, backplanes,
power supply systems, LED lights as well as circuit board equipment and the development of customised electronic
applications right down to complete subsystems)
These form the basis for the segment reporting. In addition, central management and financial functions are included
under “Reconciliation”. Also recorded under Reconciliation are asset and liability items that are not allocated to the di-
visions (cash and cash equivalents, other assets and financial and other liabilities).
The gross sales of the individual divisions with third parties / associated companies and between the divisions are recog-
nised in accordance with the management approach. Gross sales between individual divisions are invoiced on arms-
length terms. They are reconciled to sales revenue (net sales) as recognised in the statement of income.
90 Phoenix Mecano Group Consolidated financial statements 2015
The result is allocated to the individual divisions to the level of the result before interest and tax. Segment assets
include intangible assets, tangible assets, inventories, trade receivables, other receivables (excluding financial and
interest receivables) and deferred charges and prepaid expenses of the respective business division. Operating li-
abilities include provisions, pension obligations, trade payables, other liabilities (excluding interest liabilities) and
deferred income per business division. The remaining asset and liability items are recorded under Reconciliation.
Measurement in the segment information is based on the same accounting principles as used in the IFRS consol-
idated financial statements, except for the presentation of sales.
Goodwill
Goodwill (see above under Capital consolidation) is tested for impairment annually and, if there are any indications
of a reduction in value, it is also tested during the period. Any resulting impairment losses are recognised in income.
No reversal of impairment losses is performed.
Concessions, licences, similar rights and assets These other intangible assets are measured at acquisition cost
less accumulated depreciation and, where appropriate, additional impairment losses. The depreciation rates are
determined on a straight-line basis over the estimated useful life of the asset, which must not exceed 10 years, in
accordance with standard Group practice. Financing costs on eligible assets are capitalised.
Phoenix Mecano possesses no other intangible assets with an indeterminate useful life.
Investment properties
Investment properties are held to earn rentals and for capital appreciation. They are measured at cost less depre-
ciation and impairment. Investment properties are depreciated on a straight-line basis over 35 years (outside fa-
cilities and building installations over 10 to 15 years). In accordance with IAS 40, the fair value is shown in the
notes for comparison. It is ascertained based on internal calculations of the income value or an estimate of the
market value.
Tangible assets
Tangible assets are stated in the balance sheet at the acquisition or manufacturing cost, less accumulated depreci-
ation and where appropriate less additional impairment losses. The straight-line method of depreciation is applied
over the depreciation periods specified in the useful life categories used by the whole Group. Where components
of larger assets have different useful lives, these are depreciated as separate items. Financing costs on eligible as-
sets are capitalised.
Follow-on investments are only capitalised if the Group is likely to derive future economic benefit as a result and
if the costs can be reliably determined.
Consolidated financial statements 2015 Phoenix Mecano Group 91
Land (including usage rights) unlimited useful life or duration of usage rights
Buildings 35 years
Outside facilities and building installations 10 –15 years
Machinery and equipment 4 –12 years
Leased assets
As a rule, lease contracts are only included in the balance sheet as financial lease contracts if the risks and rewards as-
sociated with ownership belong largely to the Group company when the contract is concluded. They are measured at
the present value of the minimum lease rates or at the lower market value. The corresponding financial leasing commit-
ments are posted as liabilities. The leasing rates are divided up into interest and repayment sums in accordance with the
annuity method. The leased assets are depreciated over the estimated useful life or shorter lease term.
Operating lease payments are expensed directly to the statement of income on a straight-line basis over the lease term.
Impairment losses
Goodwill is checked annually for impairment. Other intangible and tangible assets are consistently checked for impair-
ment if there are indications to suggest that this has taken place. The realisable value (the higher of the fair value less
costs to sell and the value in use) of the asset or the cash-generating unit is estimated and a revenue adjustment to the
previous book value is made, provided the latter exceeds the realisable value. The value in use corresponds to the pres-
ent value of the expected future cash flows of the respective asset.
Previously recognised impairment losses are reversed (except on goodwill) if the estimates used to calculate the re-
coverable amount have altered and the impairment has reduced or disappeared as a result. The increase in book
value may not exceed the amount that would have resulted if no impairment loss had been reported for the asset
in the preceding years.
The discount rate is determined based on the pre-tax weighted average cost of capital (WACC) of Phoenix Me-
cano. A differentiation is applied to individual Phoenix Mecano Group cash-generating units if their risk profile is
significantly different.
The other investments under 20% shown under Other financial assets are posted at fair value. Resulting changes
in value are posted under Equity or under Other comprehensive income in the statement of comprehensive income
without affecting operating income and only transferred to the statement of income in the event of sale or an im-
pairment (treated as available-for-sale financial assets in accordance with IAS 39). If the fair value cannot be relia-
bly determined, the valuation is made at acquisition costs. Any reductions in value (impairment) are taken into
92 Phoenix Mecano Group Consolidated financial statements 2015
account through corresponding devaluations (affecting net income) of the amount still likely to be recovered. Such
impairment is not reversed.
A key factor in deciding whether to derecognise a financial asset is the transfer of the associated risks and rewards
(known as the “risks and rewards” approach).
Inventories
Inventories are reported at acquisition or production cost, which must not exceed the net realisable value (lowest
value principle). The value of the costs is determined in the same way throughout the Group by means of the
weighted average method. The production costs include all material costs, production wages and pro rata manu-
facturing overheads. Appropriate value adjustments are made for inventory-related risks wherever necessary, based
on corresponding analyses of scope or coverage.
Receivables
Receivables are reported at amortised cost (usually equivalent to their nominal value) less value adjustments for bad
debts. The value adjustment consists of individual value adjustments for specifically identified items, for which there is
objective evidence to suggest that the outstanding amount will not be received in full, as well as flat-rate value adjust-
ments for groups of receivables with a similar risk profile. The flat-rate value adjustments cover losses that are expected
but not yet known and are based on age structure and historical receivables payment statistics. Where there is suffi-
cient evidence to suggest that a receivable is definitely uncollectable, the receivable is derecognised directly. Subsequent
incoming payments on amounts that have been derecognised are reported in income. Accounts payable and receiva-
ble between Group companies are offset against one another, provided that the companies are consolidated.
Current securities
Securities are measured at fair value, both on initial recognition and subsequently. This corresponds to the market
price in effect on the balance sheet date. Fluctuations in the market value of securities are recorded in the consol-
idated statement of comprehensive income and in equity under Other comprehensive income and only included in
the statement of income in the event of sale or an impairment (treated as available-for-sale financial assets in ac-
cordance with IAS 39). Any reductions in value (impairment) are taken into account through corresponding deval-
uations which affect net income. Impairment on equity instruments is not reversed in a way that affects net income.
Accumulated interest on bonds is deferred.
Assets held for sale are valued at the lower of the book value or the fair value less costs to sell. From the time they are
classified as “for sale”, depreciable assets are no longer depreciated.
Consolidated financial statements 2015 Phoenix Mecano Group 93
Financial liabilities
Upon initial recognition, financial liabilities are recorded at fair value less transaction costs. In subsequent periods
they are measured at amortised costs. Any discrepancy between the disbursement amount (less transaction costs)
and the repayable amount is amortised throughout the term using the effective interest method and reported in
income. Residual purchase price liabilities from acquisitions are revalued at the balance sheet date and measured
at fair value.
Short-term liabilities are those with a remaining term of less than one year.
A financial liability is derecognised when it is cancelled or when it is discharged either judicially or by the creditor.
Provisions
Provisions are formed if a past event has resulted in a present legal or actual obligation and there is likely to be an out-
flow of funds which can be reliably determined.
Restructuring provisions are recognised if, on the balance sheet date, there exists a corresponding liability with respect
to a restructuring measure.
Other long-term employee benefits Corresponding provisions are made for existing obligations based on statutory
retirement pay in Italy (“Trattamento Fine Rapporto”), agreements providing for part-time work for older employees in
Germany and service anniversaries. The amount is determined in conformity with IAS 19 using the projected unit credit
method. Actuarial gains and losses are recognised as income / expense in the period in which they occur.
Pension obligations
The Group does not operate its own pension schemes. Pensions are essentially secured by external, independent pen-
sion providers in accordance with the defined contribution principle. The pension solution adopted for the Group’s Swiss
companies is affiliation to a collective foundation (Sammelstiftung) with its own legal personality, financed through em-
ployer and employee contributions. This pension plan is assessed under IAS 19 as defined benefit and is included in the
balance sheet accordingly. In several Group companies in Germany, existing pension plans are also treated as defined
benefit pension plans. Corresponding pension provisions are posted on the balance sheet for these plans.
Defined benefit obligations are assessed annually for each plan by calculating the present value of the expected claims
using the projected unit credit method and then subtracting the market value of the plan assets. The obligation is cal-
culated annually by independent insurance experts.
The service cost includes current service costs, past service costs and gains and losses from plan settlements. Gains
and losses from plan curtailments are included in past service costs.
Net interest expense is the amount obtained by multiplying the discount rate by the net pension liability (or asset)
at the start of the financial year, taking into account the changes arising in the financial year through contribu-
tions and pension payments. Capital flows and changes during the year are factored in proportionally.
Revaluation components include actuarial gains and losses due to changes in the present value of the pension ob-
ligations arising from changes in assumptions and experience adjustments, as well as the return minus the contri-
butions contained in net interest expense and changes to unrecognised assets minus the effects contained in net
interest expense. Revaluation components are recognised in Other comprehensive income in the statement of
comprehensive income and are never subsequently reclassified to the statement of income.
The amount recognised in the consolidated balance sheet corresponds to the overfunding or underfunding of de-
fined benefit pension plans (net pension liability or asset). However, the asset recognised from any overfunding is
limited to the present value of the economic benefits arising from future reductions in contributions.
With defined contribution pension plans, the expenses posted in the statement of income correspond to the pay-
ments made by the employer.
Equity
Equity is divided up into Phoenix Mecano AG’s share capital (consisting of bearer shares), treasury shares, retained
earnings, gains or losses on cash flow hedges under IAS 39, as well as financial assets, translation differences and
minority interest.
Treasury shares are deducted from equity and posted as a separate item within equity. Gains and losses on treas-
ury shares are posted without affecting operating income.
Dividends are posted in the consolidated financial statements in the period in which they were agreed upon by
the Shareholders’ General Meeting of Phoenix Mecano AG.
Revenue recognition
Sales are recognised upon service delivery and transfer of the significant risks and rewards to the customer. The timing
will depend on the relevant terms and conditions of delivery.
Sales are recognised net of sales tax and value-added tax and after deduction of credit notes and discounts. Appropri-
ate provisions are formed for anticipated warranty claims arising from the service provision.
Interest income is recognised on an accrual basis. Dividend income from securities is recorded at the time of payment.
There are no long-term manufacturing orders which are recorded in accordance with the progress of performance.
Government subsidies
Investment incentives are deferred and systematically reported in income in accordance with the straight-line method
over the useful life of the supported asset. Allowances for research and development accordingly reduce the costs in-
curred in this area.
Income tax
Income tax covers both current and deferred income taxes. It is reflected in the statement of income, with the excep-
tion of income taxes on transactions reported directly in equity or under Other comprehensive income. In such cases,
the corresponding income taxes are also recognised directly in equity or under Other comprehensive income in the
statement of comprehensive income.
Current income taxes include expected tax owed on the taxable result, calculated according to the tax rates prevailing
on the balance sheet date and adjustments to tax liabilities or credits from previous years.
Deferred taxes are calculated on temporary differences between the values in the tax accounts and the consolidated
financial statements in accordance with the balance sheet liability method. No deferred taxes on the valuation dif-
ferences upon initial recognition of goodwill or on investments in subsidiary companies and residual purchase price
liabilities on acquisitions are taken into consideration, if these differences are unlikely to cancel each other out in
the foreseeable future. Calculation of the deferred taxes takes into account when and how the realisation or repay-
ment of the relevant assets and liabilities is likely to take place. This calculation uses the tax rates prevailing or an-
nounced on the balance sheet date.
Future tax savings on the basis of tax losses carried forward and temporary differences are only capitalised if their re-
alisation seems certain. For this to be the case, consistently positive results must have been achieved and be expected
to continue in the foreseeable future. If there are taxable temporary differences and offsettable tax losses carried for-
ward at the same company, the two amounts are offset against one another.
Non-reclaimable withholding taxes on distributions on the profits of foreign subsidiaries are only recorded as a liability
if such distributions are budgeted.
The most important assumptions and estimations are set out below:
Intangible (including goodwill) and tangible assets These are tested for impairment annually. To ascertain whether
impairment applies, the anticipated future cash flow generated by the use or the potential disposal of the assets in ques-
tion is estimated. The latter is associated with a wide range of uncertainties, especially in the case of company property
in unfavourable locations or product-specific manufacturing plants and tools as well as intangible assets such as know-
how, customer bases and capitalised development services. Estimates are also necessary when determining the discount
rate to be applied. For the book values of intangible and tangible assets, see notes 4 and 5.
Inventories A complex supply chain within the Group (including as a result of production in cost-efficient locations and
processing service in the sales companies) and the high priority accorded to short delivery times for customers require
an adequate supply inventory and result in comparatively low stock turnaround figures. Some electrotechnical compo-
nents can only be stored for a limited amount of time (as otherwise they are no longer suitable for soldering, for exam-
ple). Some inventory items are customised. As a result, there are increased stock risks. On the basis of corresponding
stock turnaround and storage period analyses, estimations and assessments on recoverability and devaluation require-
ments are carried out. For the book values of inventories, see note 8.
Provisions Guarantee provisions are calculated based on estimates of potential future guarantees and on past experi-
ence. There is a higher guarantee risk for linear drives used in the hospital and care sector. Individual Group companies
are exposed to litigation. On the basis of currently available knowledge, an assessment of the potential consequences
of these court cases was conducted and provisions were constituted where necessary. For the book values of provisions,
see note 19.
Financial liabilities To determine the residual purchase price liabilities from acquisitions, estimates of the medium-term
business development of the company concerned must be performed, with all the uncertainties that these entail.
Pension obligations Pension obligations from defined benefit plans (defined benefit obligations) are determined based
on statistical and actuarial calculations made by external assessors, which in turn are based on a wide range of assump-
tions (about salary trend, pension trend, life expectancy and so on). For the book values of the pension obligations posted
on the balance sheet, see note 20.
Income tax Extensive estimations based on existing tax legislation and regulations are required to determine receiva-
bles and liabilities from current and deferred income taxes.
Consolidated financial statements 2015 Phoenix Mecano Group 97
Euro for
2 Scope of consolidation
In 2015 and 2014 the scope of consolidation changed as follows:
2014
18.07.2014 Phoenix Mecano Beteiligungen AG Merger with Phoenix Mecano AG Reconciliation
01.07.2014 Redur Messwandler GmbH Acquisition ELCOM / EMS
26.03.2014 I2 Mechanical and Electrical Co. Ltd. Foundation Mechanical Components
01.01.2014 PM Special Measuring Systems B.V. Acquisition ELCOM / EMS
Merger with Phoenix Mecano
01.01.2014 Lohse GmbH Power Quality GmbH & Co. KG ELCOM / EMS
98 Phoenix Mecano Group Consolidated financial statements 2015
Scope of consolidation
Company Head office
2015 2014
Activity Currency Registered capital Stake in % Stake in %
in 1 000
Scope of consolidation
2015 2014
Activity Currency Registered capital Stake in % Stake in %
in 1 000
Sales EUR 60 90 90
Sales EUR 20 100 100
Production / Sales EUR 18 100 100
Production / Sales EUR 16 100 n / a
Finance EUR 18 100 n / a
Finance EUR 4 500 100 100
Sales EUR 100 100 100
Production / Sales EUR 6 595 100 100
Development EUR 502 100 100
Production EUR 750 100 100
Production / Sales USD 10 000 100 100
Sales USD 100 100 100
Production / Sales USD 10 100 100
Sales BRL 7 601 100 100
Finance BRL 1 062 100 100
Sales UYU 200 000 100 n / a
Sales SGD 1 000 75 75
Sales KRW 370 000 75 75
Production / Sales INR 299 452 100 100
Production / Sales USD 3 925 100 100
Production / Sales CNY 8 000 100 100
Production / Sales CNY 77 780 100 100
Production / Sales USD 5 000 55 55
Production / Sales USD 8 150 100 100
Finance / Sales EUR 5 000 100 100
Sales HKD 500 100 100
Production / Sales CNY 28 817 100 100
Sales TRY 430 91 91
Sales AED 150 100 100
Sales AUD 204 70 70
Production TND 5 300 100 100
Production TND 500 100 100
Production TND 100 100 100
Production EUR 943 100 100
102 Phoenix Mecano Group Consolidated financial statements 2015
3 Goodwill
2015 2014
in 1 000 EUR Note No.
The book values for goodwill of EUR 14.5 million (previous year EUR 20.8 million) relate to the following cash-generat-
ing units: the Bopla product area in the Enclosures division EUR 0.3 million (previous year EUR 0.3 million) and Okin Re-
fined Electric Technology Co. Ltd. in China, in the Mechanical Components division, EUR 14.2 million (previous year EUR
13.4 million).
The change in goodwill in 2015 is due to currency effects relating to the goodwill of Okin Refined Electric Technology
Co. Ltd. and the impairment losses detailed below. All goodwill was tested for impairment based on five-year plans for
the relevant cash-generating units (CGUs). A pre-tax discount rate (WACC) of 7.5% (previous year 8.0%), and of 8.4%
(previous year 9.0%) to measure the goodwill from the acquisition of Okin Refined in China, was applied to determine
the present value (value in use). Growth of 0.5% for Bopla and PM SMS and 2% for Okin Refined was assumed after
the projection period. Impairment was also tested using sensitivity analyses.
Impairment tests on Bopla and Okin Refined The impairment tests on the goodwill of Bopla and Okin Refined re-
sulted in values in use that exceeded the book values of the corresponding goodwill by several times.
Impairment test on Platthaus GmbH Elektrotechnische Fabrik Due to the weakness of the market in customised
transformers, filters and input chokes for the renewable energy sector, there are indications of impairment affecting
the assets of Platthaus GmbH in Germany. The impairment test identified an impairment of the fair value of this
ELCOM / EMS division CGU, determined on the basis of a five-year plan and an EBITDA multiple. The resulting impair-
ment loss breaks down as follows:
2015
in 1 000 EUR
Goodwill 1 842
Intangible assets 452
Tangible assets 166
Total 2 460
Consolidated financial statements 2015 Phoenix Mecano Group 103
It therefore covers the entire goodwill of Platthaus GmbH. The remainder of the impairment loss was allocated pro
rata to the customer base, know-how and tangible assets in Germany, taking into account the estimated disposal
values of individual assets.
Impairment test on PM Special Measuring Systems B.V. Due to project cancellations and postponements and
sluggish investment in research laboratories and the construction of high-voltage direct current (HVDC) transmis-
sion equipment, resulting in reduced and heavily fluctuating demand for high-precision measuring systems for elec-
trical current, there are indications of impairment affecting the assets of PM Special Measuring Systems B.V. in the
Netherlands, part of the Instrument Transformers product area. The calculation of the value in use is based on a
five-year business plan, which, in accordance with the project plan, assumes heavy fluctuations in sales in subse-
quent years, an average gross profit of 50%, growth of 0.5% after the projection period and a pre-tax discount
rate of 7.5%. The value in use calculated for this ELCOM / EMS division CGU is EUR 7.4 million. The impairment test
identified an impairment of this value in use, breaking down as follows:
2015
in 1 000 EUR
Goodwill 5 343
Intangible assets 889
Total 6 232
It therefore covers all of the goodwill. The remainder of the impairment loss was allocated pro rata to the customer
base and know-how in the Netherlands.
104 Phoenix Mecano Group Consolidated financial statements 2015
Concessions, licences, similar rights and assets includes primarily the customer base, patents and other
industrial property rights as well as unprotected inventions (know-how) gained from acquisitions, in addition to
software licences and distribution rights and patents and other intangible rights and assets paid for.
Other intangible assets worth EUR 0.01 million (previous year EUR 0.02 million) were subject to reservation of ti-
tle as at the balance sheet date.
Write-downs were performed on customer bases, unprotected inventions (know-how) and capitalised develop-
ment projects within the framework of the impairment tests on CGUs and assets at the balance sheet date, since
these business activities did not develop as originally planned. The bulk of the impairment losses in 2015 related
to Platthaus GmbH and PM Special Measuring Systems B.V. (see note 3). The five-year plans for the relevant CGU
were used as a basis for calculating the necessary write-downs. A pre-tax discount rate (WACC) of 7.5% (previous
year 8.0%) was applied to determine the present value (value in use). Growth of between 0.5 and 2% (previous
year between 0 and 1%) was assumed after the projection period.
The breakdown of impairment losses by division is clear from the segment information provided. In the
statement of income, impairment losses on intangible assets of EUR 2.0 million (previous year EUR 0.2
million) are included under Impairment of intangible and tangible assets (see note 38).
106 Phoenix Mecano Group Consolidated financial statements 2015
5 Tangible assets
Investment Land and Machinery Construction Total
properties buildings and in progress
equipment
Land and buildings is divided into developed and undeveloped land with a book value of EUR 12.9 million (previ-
ous year EUR 11.3 million) and factory and administration buildings with a balance sheet value
of EUR 49.4 million (previous year EUR 50.8 million).
The balance sheet value of capitalised leased financial assets (machinery) was EUR 0.1 million, compared
with EUR 0.2 the previous year. These are the result of acquisitions.
The fire insurance value of the tangible assets amounted to EUR 327.2 million on the balance sheet date,
compared with EUR 304.4 million the previous year.
Land and buildings with a book value of EUR 10.7 million (previous year EUR 10.7 million) were mortgaged to
cover debts. The amount of the corresponding credit taken up totalled EUR 5.8 million (previous year EUR 6.9 mil-
lion). Tangible assets with a balance sheet value of EUR 0.05 million (previous year EUR 0.06 million) were subject
to reservation of title on the balance sheet date.
Write-downs of buildings in China and Tunisia, machinery and other equipment were performed in the reporting
year within the framework of the impairment tests on CGUs and assets at the balance sheet date. The five-year
plans for the corresponding CGUs were used as a basis for determining the necessary write-downs. A pre-tax dis-
count rate (WACC) of 7.5% (previous year 8.0%), and 8.4% for China, was applied to determine the present value
(value in use) in the reporting year. Growth of between 0.5 and 2% was assumed after the projection period (pre-
vious year between 0 and 1%). For a building in China, the fair value was used as a basis for the valuation.
The breakdown by division of impairment losses and reversals of impairment losses is clear from the segment in-
formation provided. In the statement of income, impairment losses on tangible assets in the reporting year of EUR
2.1 million are included under Impairment of intangible and tangible assets (see note 38).
The fair value of the investment property in Brazil is EUR 0.9 million (previous year EUR 1.2 million). The reduction
is the result of translation differences. The investment property is classified in Level 3 of the fair value hierarchy.
The fair value was calculated using an income value method. The rental income of the investment property is EUR
0.1 million and its direct operating expenses are EUR 0.01 million. In the previous year, another rental property in
Germany was included under this item, with a book value of EUR 0.6 million. This was sold in the reporting year
with a book loss of EUR 0.1 million.
108 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR Investment in %
Phoenix Mecano products are sold in Austria through the joint venture AVS-Phoenix Mecano GmbH (A). Pur-
chases of goods from Group companies totalled EUR 2.7 million (previous year EUR 2.6 million). The result of the
period and the comprehensive income totalled EUR 0.2 million (previous year EUR 0.1 million).
On 31 March 2014, the Phoenix Mecano Group acquired a 20% stake in Orion Technologies LLC, Florida, USA;
it increased this investment by a further 13.92% on 30 September 2015 as part of a capital increase. The asso-
ciated purchase price is variable, in so far as the Phoenix Mecano Group will receive reimbursement in the form
of additional shares if the 2016 result falls below a minimum level. The Phoenix Mecano Group has therefore re-
corded part of the payment, totalling EUR 1.6 million, as a contingent receivable (see note 7). The balance of EUR
0.6 million is shown under this item as an investment in associated companies. In addition, there is a call option
to acquire the remaining shares, which can be exercised between 2017 and 2020. Orion Technologies LLC de-
velops and manufactures industrial computer systems for customised applications. The company purchased goods
from Group companies totalling EUR 0.06 million (previous year EUR 0.03 million). In the previous year, there
was a loan from Group companies to Orion totalling EUR 0.07 million. The result of the period and the compre-
hensive income totalled EUR – 0.9 million (previous year EUR – 0.8 million).
On 4 June 2015, the Phoenix Mecano Group acquired a 40% stake in Jiaxing Yinuo Electronic Technology Co.
Ltd., Jiaxing, China. The purchase price was EUR 0.6 million. There is a call option to acquire a further 20%, which
can be exercised until 2019 subject to certain conditions. The company develops and manufactures electrical
components such as handsets and control units for drive technology. It purchased goods from Group companies
totalling EUR 0.2 million. The result of the period and the comprehensive income totalled EUR – 0.3 million.
On 11 June 2015, the Phoenix Mecano Group acquired a 20% stake in Electroshield C, Babynino, Russia, for a sum
of EUR 3.0 million. There is a call option to acquire the remaining shares, which can be exercised in 2018. If this
call option is not exercised, the vendors have the right, upon expiry of the option period, to buy back the Phoenix
Mecano Group’s 20% stake, or the Phoenix Mecano Group has the right to transfer the stake back to the vendors.
The company develops, manufactures and sells instrument transformers, current transformers and high-voltage
Consolidated financial statements 2015 Phoenix Mecano Group 109
transformers. In 2015, Electroshield C made a payment of EUR 1.0 million to a Phoenix Mecano Group company
for a production facility. Its result of the period and comprehensive income totalled EUR 0.1 million.
The aforementioned options are not recognised as having a fair value at 31 December 2015 or 31 December 2014.
2015 2014
in 1 000 EUR Note No.
The non-current securities relating to pension obligations are secured with liens in favour of the employee concerned.
Due to indications of an impairment on an investment, an impairment test was performed, which resulted in a
write-down of EUR 0.1 million in the reporting year.
The value adjustment on other financial assets was EUR 0.2 million in the previous year. The corresponding receiv-
able was derecognised in the reporting year without affecting net income.
8 Inventories
2015 2014
in 1 000 EUR
The value adjustments were determined based on marketability and range of the stocks. Changes in
value adjustments and losses on inventories totalling EUR 3.8 million (previous year EUR 4.7 million) are
included in the statement of income under Other operating expenses (see note 39).
Other than the usual reservations of title applied in typical business operations, no stocks had liens on them as at
31 December 2015 and 2014.
Consolidated financial statements 2015 Phoenix Mecano Group 111
9 Trade receivables
2015 2014
in 1 000 EUR
2015 2014
Value Value
in 1 000 EUR Gross adjustments Gross adjustments
AGING ANALYSIS OF TRADE RECEIVABLES NOT
SUBJECT TO INDIVIDUAL VALUE ADJUSTMENTS
Gross values 73 747 65 120
Gross value of receivables subject to
individual value adjustments – 1 214 – 1 644
Total 72 533 63 476
of which:
Not due 57 800 48 478
Overdue for 1 – 30 days 8 802 10 962
Overdue for 31 – 60 days 2 691 1 737
Overdue for 61 – 90 days 979 139 713 171
Overdue for 91 – 180 days 709 315 660 325
Overdue for more than 180 days 1 552 1 471 926 896
Total 72 533 1 925 63 476 1 392
The individual value-adjusted receivables relate mainly to debtors who are involved in bankruptcy proceedings or
have been directed to a collection agency. The flat-rate value adjustments for overdue receivables were determined
on the basis of experience. There are no cluster risks.
Receivables not due and to which individual value adjustments have not been applied are mainly receivables from
long-standing customers. The Phoenix Mecano Group considers the value adjustments formed as appropriate
based on past experience.
2015 2014
in 1 000 EUR Note No.
The financial receivables relate mainly to deposits receivable from agreements providing for part-time work for
older employees in Germany, which are listed in EUR, yield an interest rate of 0.6% (previous year 1.7%) and are
secured by liens in favour of the employees concerned.
2015 2014
in 1 000 EUR
AVAILABLE-FOR-SALE SECURITIES
Bonds and bond funds 4 144 4 711
Balance sheet value 4 144 4 711
BY CURRENCY
EUR 4 127 4 702
Other currencies 17 9
Balance sheet value 4 144 4 711
BY MATURITY
in 1 year 740 768
in 2 years 2 111 636
in 3 years 1 086 2 192
in 4 years 0 1 115
in 5 years 207 0
Balance sheet value 4 144 4 711
EFFECTIVE INTEREST RATE FOR BONDS
EUR 1.3% 1.5%
Other currencies 8.6% 8.9%
The current securities can be converted into cash and cash equivalents at short notice. They are kept as
cash reserves.
114 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR
MEANS OF PAYMENT
Cash at bank and in postal accounts 24 575 20 747
Cash on hand 316 109
Total 24 891 20 856
OTHER CASH AND CASH EQUIVALENTS
Fixed-term deposits (up to 3 months) 17 060 23 329
Balance sheet value 41 951 44 185
BY CURRENCY
CHF 1 201 1 386
EUR 20 934 23 516
USD 10 577 5 997
HUF 291 287
CNY 4 835 7 467
Other currencies 4 113 5 532
Balance sheet value 41 951 44 185
INTEREST RATES
CHF 0.0% 0.1%
EUR 0.3% 0.5%
USD 0.1% 0.0%
HUF 0.2% 0.6%
CNY 0.5% 0.4%
Consolidated financial statements 2015 Phoenix Mecano Group 115
The share buy-back programme launched on 22 June 2012 was terminated prematurely by a decision of the Board
of Directors on 20 September 2013. As part of this 2012 / 2013 share buy-back programme, 17 500 shares were
repurchased and cancelled in 2014.
Detailed information on the purchases and sales effected in 2015 can be found in the notes to the financial state-
ments of Phoenix Mecano AG on page 157 (see note 2.10).
116 Phoenix Mecano Group Consolidated financial statements 2015
The remaining 10% of the shares in RK System- und Lineartechnik GmbH were acquired on 14 December 2015.
The purchase price was EUR 0.02 million.
A 15% stake in Integrated Furniture Technologies Ltd. and its subsidiary Robco Designs Ltd. was sold on 10 Janu-
ary 2014. The sale price was EUR 0.7 million. I2 Mechanical and Electrical Co. Ltd. was founded on 26 March 2014
with a minority shareholder holding a 45% stake. Its share of the company’s equity at the time of founding was
EUR 0.3 million. On 3 July 2014, the Phoenix Mecano Group acquired the remaining 20% of the shares in Bond
Tact Ltd., Hong Kong, and its subsidiary Bond Tact Hardware (Dongguan) Company Ltd. The purchase price was
EUR 0.2 million.
2015 2014
in 1 000 EUR Note No.
The average interest rate for liabilities from financial leasing remained unchanged at 4.1%. These resulted
from acquisitions.
2015 2014
in 1 000 EUR Note No.
For Okin Refined Electric Technology Co., Ltd., acquired in 2010, there is a purchase commitment for the
remaining shares held by a third party resulting from call and put options totalling EUR 3.9 million (previous year
EUR 3.8 million) (see note 25).
FORWARD EXCHANGE
CONTRACTS BY CURRENCY
CHF 4 615 0 19 0 0 0
USD 3 668 0 5 0 0 0
HUF 20 500 15 400 222 0 146 427
RON 4 650 5 900 23 85 70 19
Other currencies 36 0 0 0 0 0
Total 33 469 21 300 269 85 216 446
FORWARD EXCHANGE
CONTRACTS BY MATURITY
in 1 year 269 85 216 446
Total 269 85 216 446
INTEREST RATE CHANGE
CONTRACTS BY CURRENCY
EUR 4 000 6 000 0 0 76 142
CHF 6 923 6 240 0 0 169 48
Total 10 923 12 240 0 0 245 190
INTEREST RATE CHANGE
CONTRACTS BY MATURITY
in 1 year 0 0 245 190
Total 0 0 245 190
NET BALANCE SHEET
VALUE BY MATURITY
Total short-term 269 85 461 636
Net balance sheet value 269 85 461 636
The forward exchange purchases of HUF and RON for EUR were used for partial hedging of the planned operat-
ing expenses in local currency in Hungary and Romania. The forward exchange purchase of CHF for EUR in the re-
porting year was used to hedge the dividend payment, while the USD / EUR transaction was concluded in connection
with short-term liquidity management. All forward exchange contracts in the consolidated financial statements at
31 December 2015 and 31 December 2014 were held for trading purposes.
The interest rate change contracts relate to payer swaps in EUR and CHF. They were held for trading purposes in
the consolidated financial statements at 31 December 2015 and 31 December 2014.
Consolidated financial statements 2015 Phoenix Mecano Group 119
The balance sheet values of the derivative financial instruments correspond to the fair values.
19 Provisions
in 1 000 EUR
Provisions as at
1 January 3 767 2 594 420 8 230 15 011 15 548
Change in scope
of consolidation 76 76 6
Translation
differences 36 14 14 64 229
Usage – 650 – 989 – 32 – 6 163 – 7 834 – 7 777
Releases – 73 – 467 – 1 274 – 1 814 – 1 811
Allocation 702 1 751 2 185 6 950 11 588 8 816
Provisions as at
31 December 3 858 2 903 2 573 7 757 17 091 15 011
Due within 1 year 614 2 813 2 225 6 608 12 260 11 034
Due after 1 year 3 244 90 348 1 149 4 831 3 977
The provisions for long-term employee benefits relate to agreements providing for part-time work for older employ-
ees in Germany, statutory retirement pay in Italy (“Trattamento Fine Rapporto”) and provisions for length-of-service
awards under IAS 19.
The restructuring costs mainly comprise costs for the adjustment of production capacity in North Africa as well as the
costs of closing down the Obergünzburg site in Germany with the aim of streamlining membrane keyboard produc-
tion processes and making optimal use of capacity at the production facility in Hungary. Also included are the costs of
redundancies resulting from the merging of functions in the Power Quality product area.
Other provisions include provisions for short-term payments to employees (e.g. indemnities not related to restructur-
ing, and salary bonuses) totalling EUR 5.6 million (previous year EUR 5.5 million), a provision of EUR 0.4 million to cover
the remaining term of a lease following the closure of the Obergünzburg site, as well as provisions for litigation risks,
impending losses and other conceivable risks from contractual or constructive obligations. In the previous year, this in-
cludes a provision of EUR 0.8 million for legal costs in connection with patent disputes.
120 Phoenix Mecano Group Consolidated financial statements 2015
Defined contribution pension plans In some countries, the Phoenix Mecano Group operates pension plans which
qualify as defined contribution pension plans under the terms of IAS 19. Some of these plans also include employee
contributions. These contributions are normally deducted from the monthly salary and transferred to the pension
plan. Apart from paying the contributions and transferring the employee and employer contributions, there are not
currently any further obligations on the part of the employer.
Defined benefit pension plans The main plans relate to Switzerland and Germany.
Swiss pension plan The Group operates a pension plan for employees in Switzerland with a BVG-Sammelstiftung
(collective foundation providing basic insurance as well as supplementary insurance for senior managers). This is fully
reinsured by an insurance company.
The senior management body of this collective foundation is the Foundation Board, which comprises an equal num-
ber of employee and employer representatives from the member companies. The Foundation Board is required by
law and the pension plan regulations to act solely in the interests of the foundation and its beneficiaries (active in-
sured persons and pension recipients). The employer cannot therefore determine the benefits and financing unilat-
erally. Decisions are taken jointly by the employee and employer representatives. The Foundation Board is responsible
for changes to the pension plan regulations and in particular for determining the financing of pension benefits. The
foundation is regulated by the Foundation Supervisory Authority of the Canton of Zurich.
Pension payments are based on retirement savings, to which annual retirement credits and interest are added (neg-
ative interest is not possible). When an employee with basic insurance retires, they can choose between a lifetime an-
nuity or a lump-sum payment; the managerial insurance takes the form of a lump-sum payment. The annuity is
calculated by multiplying the retirement savings by the current conversion rate. In addition to retirement benefits,
pension benefits also include disability and partner’s pensions. These are calculated as a percentage of the insured
annual salary or old-age pension. The insured can also make additional payments to improve their pension up to the
maximum set by the regulations or withdraw money early to buy a residential property for their own use. If the em-
ployee leaves the company, the retirement savings are transferred to the pension fund of their new employer or to a
vested benefits foundation. Benefits are financed through savings and risk contributions paid by the employer and
employee. The savings contributions are determined by the Administrative Board consisting of employer and em-
ployee representatives. The risk contributions may be adjusted periodically by the insurance company. The employer
makes at least 50% of the necessary contributions.
Consolidated financial statements 2015 Phoenix Mecano Group 121
In setting benefits, the minimum requirements of the Swiss Federal Act on Occupational Old Age, Survivors’ and
Invalidity Pension Provision (OPA) and its implementing provisions must be observed. The OPA stipulates the min-
imum wage to be insured and the minimum retirement credits. The minimum interest rate to be applied to these
minimum retirement savings is determined by the Swiss Federal Council at least every two years. In 2015 it was
1.75% (2014: 1.75%).
The terms and conditions of the pension plan and the statutory provisions of the OPA give rise to actuarial risks such
as investment risk, interest rate risk, disability risk and longevity risk, which are reinsured by a life insurance company.
As long as affiliation to the foundation continues, there is no possibility of underfunding. However, the collective
foundation could terminate the affiliation contract, in which case the Phoenix Mecano Group would have to join an-
other occupational pension fund.
The pension assets are not invested by the collective foundation itself but by the insurance company. The pension
plan assets therefore consist solely of a receivable due from the insurance company.
German pension plan There are personal defined benefit pension plans for individual pensioners, departed and still
active employees (mainly executives). No new commitments are being entered into (except in the case of pension
plans taken over through acquisitions). In principle, entitlement to pension benefits arises on the grounds of old age,
disability or death. Payments take the form of lifetime annuities or in some cases lump-sum payments, depending on
the relevant pension regulations. Survivors are entitled to a percentage of the annuity at the time of the beneficiary’s
death. In principle, as regards the amount of the annuity payment, pension plans are fixed or dependent on the stat-
utory contribution assessment ceiling at the time the insured event occurs. In one case, benefits are dependent on
the development of salaries for civil servants. The plans do not have separate plan assets, which means there are no
minimum funding requirements. The pension benefits are financed by the employer. In the event that an employee
leaves the company before a pension benefit becomes payable, they retain their entitlements to pension payments
in accordance with legal requirements. Of the 12 persons entitled to pension benefits, 10 had vested benefits as at
the balance sheet date.
The terms and conditions of the pension plans and the statutory provisions expose the employer to actuarial risks.
The main risks are longevity risk, interest rate risk and the risk of inflation compensation for individual pensions as
well as risks associated with the development of civil servant salaries or the contribution assessment ceiling for stat-
utory pension insurance in Germany.
122 Phoenix Mecano Group Consolidated financial statements 2015
The expected outflow of funds for employer contributions from defined benefit plans in 2016 is EUR 0.8 million.
The increase in actuarial losses is mainly due to the reduction in the discount rate in Switzerland.
Sensitivities The discount rate, the assumption concerning future wage increases and the interest rate applied to
retirement savings are the main factors involved in calculating the present value of the pension obligation. A change
in the assumptions of +0.25% or – 0.25% would have the following impact on the present value of the defined
benefit obligations:
The above sensitivity calculations are based on one assumption changing while the other assumptions remain the
same. In practice, however, there are certain correlations between the individual assumptions. The method used
to calculate the sensitivities is the same as that used to calculate the pension obligations recognised on the balance
sheet date.
Consolidated financial statements 2015 Phoenix Mecano Group 125
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR
Due to uncertainties regarding the usability of tax losses carried forward totalling EUR 54.3 million (previous year
EUR 49.7 million), no deferred tax assets were recorded on this amount. Of the tax losses carried forward which
expire after five years, EUR 17.3 million (previous year EUR 26.1 million) expire within 20 years. The remaining losses
can be carried forward for an indefinite period.
No deferred tax liabilities were recorded on temporary differences on investments in fully consolidated companies
totalling EUR 61,7 million (previous year EUR 76.2 million).
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR Note No.
The following table classifies the financial assets and liabilities measured at market value according to the three
levels of the fair value hierarchy:
The levels of the fair value hierarchy and their application with respect to the relevant assets and liabilities are de-
scribed as follows:
Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Directly or indirectly observable information other than quoted market prices
Level 3: Information re assets and liabilities which is not based on observable market data.
Level 2 financial instruments consist solely of interest rate swaps and forward exchange transactions. The fair value
corresponds to the present value of the estimated future cash flows based on the terms and maturities of each indi-
vidual contract, discounted at a market interest rate as at the measurement date.
2015 2014
in 1 000 EUR Note No.
The fair value of the residual purchase price liabilities is dependent on results (i.e. earnings) benchmarks, which are
based partly on target figures. The residual purchase price liabilities may alter owing to a change in exchange rates
(see note 27), a change in the interest rate, the addition of accrued interest or a change in the parameters for de-
termining the residual purchase price. If the relevant future results were 10% greater, the residual purchase price
liability would increase by EUR 0.2 million, assuming all other variables remained constant.
The usage of EUR 0.4 million (previous year EUR 14.2 million) relates to a payment as part of the existing residual
purchase price liability (call and put agreement on existing minority interest) from the 2010 acquisition of Okin Re-
fined Electric Technology Co., Ltd.
2015 2014
in 1 000 EUR Note No.
As at 1 January 0 0
Addition 6,7 1 500 0
Currency differences 62 0
As at 31 December 1 562 0
The fair value of the contingent variable purchase price payment is dependent on future results (i.e. earnings) bench-
marks. This contingent variable purchase price payment may alter owing to a change in exchange rates or a change
in operating cash flow. If the relevant future results were 10% greater, the fair value would decrease by EUR 0.1
million, assuming the exchange rate remained unchanged.
The risk management principles that have been established are geared towards identifying and analysing the risks
to which the Group is exposed, developing checks and balances and monitoring risks. The risk management prin-
ciples and the processes associated with them are regularly reviewed to take account of changes in market condi-
tions and the Group’s activities.
The management of non-essential cash and cash equivalents and the Group’s financing is also centrally controlled.
The Phoenix Mecano Group invests in securities. The investment instruments it uses are bonds, bond funds, shares
and equity funds. These investments are diversified and internal limits are applied to individual investment catego-
ries. The investments are conducted principally in EUR.
The following sections give an overview of specific financial risks, their magnitude, the aims, principles and pro-
cesses involved in measuring, monitoring and hedging them, and the Group’s capital management.
Credit risk Credit risk is the risk of incurring financial loss when a counterparty to a financial instrument fails to
meet its contractual obligations. Credit risks are most likely to be associated with long-term loans, trade receiva-
bles and investments in debt securities (e.g. bonds) and cash or cash equivalents. The Group minimises the credit
risk associated with cash and cash equivalents by only doing business with reputable financial institutions and by
dealing with a range of such institutions rather than just one. Investments in debt securities must be investment
grade (this usually means a rating of at least BBB). They are suitably diversified in order to minimise risk.
To reduce the risk associated with trade receivables, customers are subject to internal credit limits. Because the
customer structure varies from one division to the next, there are no general credit limits applying throughout the
Phoenix Mecano Group. Creditworthiness is reviewed regularly according to internal guidelines. Credit limits are
set based on financial situation, previous experience and other factors. The Group’s extensive customer base, which
covers a variety of regions and sectors, means that the credit risk on receivables is limited. There are no cluster risks
(i.e. no single receivable accounts for more than 10% of the total).
The maximum credit risk on financial instruments corresponds to the book values of the individual financial assets.
There are no guarantees or similar obligations that could cause the risk to exceed book values. The maximum credit
risk on the balance sheet date was as follows:
2015 2014
in 1 000 EUR Note No.
Liquidity risk Liquidity risk is the risk that the Phoenix Mecano Group will be unable to meet its financial obli-
gations when these become due.
The Phoenix Mecano Group monitors its liquidity risk by means of careful liquidity management. In so doing, its
guiding principle is to make available a cash reserve exceeding daily and monthly operational funding requirements.
Given the dynamic business environment in which it operates, the Group’s aim is to preserve the necessary flexi-
bility of financing by ensuring that it has sufficient unused credit lines with financial institutions and
retains its ability to procure funds on the capital market. The credit lines are divided up among several financial in-
stitutions. As at 31 December 2015, unused credit lines with major banks totalled EUR 67.6 million (previous year
EUR 77.4 million).
in 1 000 EUR
NON-DERIVATIVE FINANCIAL
INSTRUMENTS
Trade payables 32 160 – 32 160 – 32 058 – 99 – 3
Other liabilities
(excluding social security,
employees, VAT and
other taxes and advance
payments on orders) 1 954 –1 954 – 1 954
Financial liabilities
(excluding financial leasing) 70 420 – 72 050 – 32 794 – 5 875 –3 537 – 26 392 – 3 452
Liabilities from financial leasing
(long- and short-term) 130 –147 – 9 – 9 – 18 – 111
Total 104 664 – 106 311 – 66 815 – 5 983 – 3 558 – 26 503 – 3 452
DERIVATIVE FINANCIAL
INSTRUMENTS
Interest rate swap
classified as trading 245 –245 –245
Forward exchange trans-
action classified as trading –53
– Outflow of funds – 33 469 – 33 469
– Inflow of funds 33 522 33 522
Total 104 856 – 106 503 – 67 007 – 5 983 – 3 558 – 26 503 – 3 452
Consolidated financial statements 2015 Phoenix Mecano Group 133
in 1 000 EUR
NON-DERIVATIVE FINANCIAL
INSTRUMENTS
Trade payables 28 704 –28 704 – 28 337 – 359 – 8
Other liabilities
(excluding social security,
employees, VAT and
other taxes and advance
payments on orders) 1 557 –1 557 –1 557
Financial liabilities
(excluding financial leasing) 61 221 – 63 202 – 27 643 –4 856 – 5 166 – 20 857 – 4 680
Liabilities from financial leasing
(long- and short-term) 163 – 182 – 10 – 10 – 19 – 143
Total 91 645 – 93 645 – 57 547 – 5 225 – 5 193 – 21 000 – 4 680
DERIVATIVE FINANCIAL
INSTRUMENTS
Interest rate swap
classified as trading 190 –190 – 190
Forward exchange trans-
action classified as trading 361
– Outflow of funds – 21 300 – 21 300
– Inflow of funds 20 939 20 939
Total 92 196 – 94 196 – 58 098 – 5 225 – 5 193 – 21 000 – 4 680
Market risk Market risk is the risk that changes in market prices such as exchange rates, interest rates and share
prices will have an effect on the earnings and fair value of the financial instruments held by Phoenix Mecano. The
aim of market risk management is to monitor and control such risks, thereby ensuring that they do not exceed a
certain level.
Currency risk Although it generates 49% of its sales in the euro area (previous year 52%) and a significant por-
tion of its expenditure is in EUR, the Phoenix Mecano Group operates internationally and is therefore exposed to
a foreign currency risk. Aside from EUR, transactions are conducted principally in CHF, USD, HUF and CNY. Foreign
currency risks arise from expected future transactions and from assets and liabilities recorded in the balance sheet,
where these are not in the functional currency of the respective Group company. To hedge such risks from ex-
pected future transactions, the Phoenix Mecano Group enters into forward exchange contracts with reputable
counterparties as and when necessary, or uses foreign currency options. This hedging relates mainly to planned ex-
penditure in local currency at production locations in Hungary and Romania and occasionally in USD, CHF, GBP,
CNY, INR and AUD, with hedges declining as a proportion of the planned currency exposure the further ahead the
transaction is due to take place. The extent of the items to be hedged is reviewed regularly. Such hedges cover a
maximum period of three years. The Group realises both income and expenditure in USD and aims to minimise the
resulting currency exposure primarily by means of operational measures (alignment of income and expenditure flows).
134 Phoenix Mecano Group Consolidated financial statements 2015
Financing from financial institutions is mainly in EUR, CHF and USD and is recorded by Group companies in the rel-
evant functional currency. An exception to this are USD financing arrangements relating to Phoenix Mecano AG
and Phoenix Mecano Hong Kong Ltd. There are also residual purchase price liabilities from an acquisition in CNY
of a subsidiary that draws up its balance sheet in EUR.
The following tables set out currency risks associated with financial instruments, where the currency differs from
the functional currency of the Group company holding the instruments. The tables only include risks from posi-
tions in the consolidated financial statements (i.e. excluding positions between Group companies):
In relation to the above-mentioned currency risks and taking into account the forward exchange contracts open
on the balance sheet date (see note 18), the following sensitivity analysis for the main currency pairs shows how
the result of the period would be affected if the exchange rates were to alter by 10%. All other variables, in par-
ticular interest rates, are assumed to remain unchanged.
Consolidated financial statements 2015 Phoenix Mecano Group 135
Sensitivity analysis as at 31 December 2015 CHF / EUR CHF / USD EUR / USD EUR / HUF EUR / CNY USD / CNY EUR / RON
in 1 000 EUR
Change in result of the period (+ / –) 517 228 623 2 054 229 512 440
Sensitivity analysis as at 31 December 2014 CHF / EUR CHF / USD EUR / USD EUR / HUF EUR / CNY USD / CNY EUR / RON
in 1 000 EUR
Change in result of the period (+ / –) 35 245 32 1557 205 199 545
The increase in impact for the CHF / EUR and EUR / USD currency pairs is owing to forward exchange contracts
open on the balance sheet date in these currencies. The increased impact on the result of the period for the
USD / CNY currency pair is owing to increased cash and cash equivalents in USD at companies with CNY as their
functional currency.
The above sensitivity analysis is a consolidated view as at the balance sheet date. Significantly greater effects on
the statement of income may arise from price movements relating to ongoing foreign currency transactions dur-
ing the financial year. Currency risks also arise from intercompany receivables and liabilities, which are not taken
into account in the above sensitivity assessment.
Interest rate risk Interest rate risk is divided up into an interest cash flow risk, i.e. the risk that future interest pay-
ments will change due to fluctuations in the market interest rate, and an interest-related risk of a change in the
market value, i.e. the risk that the market value of a financial instrument will change due to fluctuations in the mar-
ket interest rate. The Group’s interest-bearing financial assets and liabilities are primarily cash and cash equivalents
and current securities, as well as liabilities to financial institutions. The Group uses interest rate options and swaps
to hedge and / or structure external debts.
Sensitivity analyses as at 31 December 2015 and 2014 The Phoenix Mecano Group is exposed to an interest
cash flow risk with respect to variable-rate liquid funds and variable-rate liabilities to financial institutions. If the
interest rates on variable-rate liabilities excluding fixed-term deposits had been 50 basis points higher or lower, the
result of the period for 2015 would have been EUR 0.1 million (previous year EUR 0.1 million) lower or higher, as-
suming all other variables had remained constant.
The impact on equity of a 50-basis-point change in interest rates, given the bonds classified as financial assets held
for sale at 31 December 2015 or 31 December 2014, would have been less than EUR 0.1 million, assuming all other
variables had remained constant.
136 Phoenix Mecano Group Consolidated financial statements 2015
To this end, the Group aims to maintain a long-term equity ratio of at least 40%. The dividend policy of the Phoe-
nix Mecano Group specifies a payout ratio of 40–50% of sustainable net profit. Capital increases should be avoided
as far as possible in order to prevent profit dilution. Where appropriate, the Group uses share buy-backs as a means
of adjusting its capital structure and reducing capital costs.
The Phoenix Mecano Group monitors its capital management based on its gearing, i.e. the ratio of net indebted-
ness to equity. Net indebtedness consists of total interest-bearing liabilities (including residual purchase price lia-
bilities from acquisitions) less current securities and cash and cash equivalents.
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR
The operating leasing, rent and leasehold rent commitments consist almost exclusively of commitments for leased
premises and floor space (long-term lease). The claims consist mainly of the leased investment property in Brazil.
2015 2014
in 1 000 EUR
Gross sales rose by 10.7% compared with the previous year (previous year 1.0%). Differences in foreign exchange
rates and changes to the scope of consolidation affected gross sales by +5.2% and +1.0% respectively (previous
year – 0.3% and +1.0% respectively).
138 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR
Value adjustments and losses on inventories are posted under Other operating expenses (see note 39).
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR
2015 2014
in 1 000 EUR
Investment properties 19 23
Land and buildings 3 442 3 197
Machinery and equipment 14 340 13 106
Total 17 801 16 326
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR Note No.
Total research and development costs, including internal costs, amounted to EUR 10.4 million (previous year
EUR 8.1 million).
140 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR Note No.
In the previous year, other financial income includes the adjustment (recognised in the statement of income) of re-
sidual purchase price liabilities from acquisitions totalling EUR 0.4 million.
2015 2014
in 1 000 EUR Note No.
Exchange rate losses include the impact of the scrapping of the minimum exchange rate of 1.20 Swiss francs per
euro on euro reserves and receivables of Group companies that draw up their accounts in CHF. The exchange rate
losses of Swiss companies totalled EUR 1.7 million in 2015.
Consolidated financial statements 2015 Phoenix Mecano Group 141
2015 2014
in 1 000 EUR
The theoretical income taxes are derived from the weighted current local tax rates in the countries where the Phoe-
nix Mecano Group does business.
The increase in non-deductible expenses in 2015 was mainly owing to the write-down of goodwill (see note 3),
which is not subject to tax.
The income from income tax relating to other periods in 2015 was largely attributable to the retroactive granting
of a tax concession for 2014.
142 Phoenix Mecano Group Consolidated financial statements 2015
2015 2014
in 1 000 EUR
Number
NUMBER OF SHARES
Shares issued on 1 January 960 500 978 000
Capital reduction 0 – 17 500
Treasury shares (annual average) – 295 – 1 461
Shares outstanding 960 205 959 039
Basis for diluted earnings per share 960 205 959 039
Basis for undiluted earnings per share 960 205 959 039
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR Note No.
2015 2014
in 1 000 EUR
On 1 August 2015, the Phoenix Mecano Group acquired all of the shares in Wijdeven Inductive Solutions BV and its
parent company Wijdeven Power Holding BV, both based in the Netherlands. Wijdeven Inductive Solutions BV de-
velops and manufactures customised inductive systems such as 50Hz and high-frequency transformers, coils and
power supplies. Sales in 2014 totalled around EUR 7 million. Important applications and end users for its products
are found in the medical technology and aerospace industries as well as HVAC (Heating, Ventilation & Air Condition-
ing). As expected, the acquired receivables of EUR 1.4 million were paid in full at the time of acquisition. There is also
an agreement on contingent payments totalling EUR 1 million, which are not part of the purchase price. These pay-
ments fall due in the period up to 2019 and will be recognised as expense over this period. The acquired company
generated sales revenue with third parties of EUR 3.5 million in 2015 (post-acquisition). Its contribution to the Phoe-
nix Mecano Group’s result of the period was EUR – 0.4 million. Had the company been consolidated since 1 January
2015, sales revenue would have totalled EUR 563.8 million and consolidated result of the period EUR 6.4 million.
In the previous year, on 1 January 2014 the Phoenix Mecano Group acquired 100% of the shares in Hitec Special
Measuring Systems B.V., based in Almelo, the Netherlands, which was subsequently renamed PM Special Measuring
Systems B.V. and relocated to Enschede. The company is a niche player in the field of high-precision measuring sys-
tems for electrical current.
On 1 July 2014, the Phoenix Mecano Group acquired all shares in REDUR Messwandler GmbH, Merzenich (Germany).
REDUR is a manufacturer of instrument transformers for low-voltage applications and measurement transducers.
144 Phoenix Mecano Group Consolidated financial statements 2015
The acquired companies generated sales revenue with third parties of EUR 4.3 million in 2014 (post-acquisition).
Their contribution to the Phoenix Mecano Group’s result of the period was EUR – 1.5 million. Had the companies
been consolidated since 1 January 2014, sales revenue in 2014 would have totalled EUR 507.2 million and consoli-
dated result of the period EUR 19.8 million.
2015 2014
in 1 000 EUR
Detailed information on transactions with related parties is provided in the notes to the financial statements of
Phoenix Mecano AG on page 159 (see note 3.4).
No significant transactions with other related parties outside the scope of consolidation took place in 2015 or 2014.
Consolidated financial statements 2015 Phoenix Mecano Group 145
50 Dividend
The Board of Directors recommends to the Shareholders’ General Meeting of 20 May 2016 that a dividend of
CHF 15.00 per share (CHF is the statutory currency of Phoenix Mecano AG) be paid out (see Proposal for the
appropriation of retained earnings on page 162). The total outflow of funds is expected to be CHF 14.4 million.
The dividend paid out in 2015 was CHF 15.00 per share (previous year CHF 15.00). The outflow of funds in 2015
was CHF 14.4 million (previous year CHF 14.4 million).
146 Phoenix Mecano Group Consolidated financial statements 2015
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We con-
ducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as International Standards on
Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the
consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consol-
idated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In mak-
ing those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and
fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control system. An audit also includes evaluating the appropriateness of the accounting policies used and the rea-
sonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated finan-
cial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December 2015 give a true and fair view
of the financial position, the results of operations and the cash flows in accordance with International Financial Re-
porting Standards (IFRS) and comply with Swiss law.
Consolidated financial statements 2015 Phoenix Mecano Group 147
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an inter-
nal control system exists, which has been designed for the preparation of consolidated financial statements accord-
ing to the instructions of the board of directors.
Kurt Stocker Thomas Lehner
Licensed Audit Expert Licensed Audit Expert
Auditor in Charge
KPMG AG
148 Phoenix Mecano Group Consolidated financial statements 2015
Five-year overview
FINANCIAL
STATEMENTS
150 Phoenix Mecano AG Financial statements 2015
2015 2014
in CHF Note No.
Assets
CURRENT ASSETS
Cash and cash equivalents 695 506 471 420
Other short-term receivables
– due from investments 2.1 3 817 304 7 818 614
– due from third parties 10 29
Total current assets 4 512 820 8 290 063
NON-CURRENT ASSETS
Financial assets
– Loans to investments 2.2 9 174 300 15 277 270
Investments
– Investments 2.3 178 417 261 170 581 862
– Value adjustment on investments – 3 500 000 – 3 500 000*
Total non-current assets 184 091 561 182 359 132
Total assets 188 604 381 190 649 195
2015 2014
in CHF Note No.
2014
2015
in CHF Note No.
2.3 Investments and the share of the capital and votes held
The following list shows all investments directly held by Phoenix Mecano AG:
2015
2014
Currency Registered capital Investment Investment
in 1 000 in % in %
The CHF 6.3 million change in the balance sheet value compared with the previous year is owing to various capi-
tal increases totalling CHF 5.7 million, the acquisition of a 20% stake in Electroshield-C, the establishment of a
company in Uruguay and the liquidation of a company in Tunisia.
An overview of all directly and indirectly held investments is given on pages 98 – 101.
2015 2014
in 1 000 CHF
BY CURRENCY
CHF 23 850 23 500
USD 3 483 2 485
Balance sheet value 27 333 25 985
BY MATURITY
in 1 year 17 083 17 485
in 2 years 3 750 4 750
in 3 years 6 500 3 750
Balance sheet value 27 333 25 985
of CHF 675 192, the ordinary Shareholders’ General Meeting of 20 May 2016 has at its disposal retained earnings
totalling CHF 65 913 100. For the Board of Directors’ proposal regarding the appropriation of retained earnings,
see page 162.
At the balance sheet date, the company owned a total of 485 treasury shares (previous year 1 260), which are booked
according to the strict lower-of-cost-or-market principle. These shares represent 0.05% of the overall share portfolio.
2015 2014
in 1 000 CHF
Contingent liabilities are given for subsidiaries, predominantly in favour of financial institutions. The actual book
value of Group company liabilities was CHF 39.9 million (previous year CHF 38.9 million).
In addition, Phoenix Mecano AG has entered into a joint guarantee with its Swiss subsidiaries for the purposes of
registration for Group VAT taxation.
The following compensation was paid by the Phoenix Mecano Group to serving corporate officers in 2015:
2015
in 1 000 CHF
Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 5 69
Dr Florian Ernst Board Member 64 5 69
Dr Martin Furrer Board Member 64 5 69
Beat Siegrist Board Member 64 5 69
Remuneration of the Board of Directors 517 0 40 557
Remuneration of the management 1 602 0 315 1 917
Remuneration of the Board of
Directors and management 2 119 0 356 2 475
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 0 142 868
The following compensation was paid by the Phoenix Mecano Group to serving corporate officers in 2014:
2014
in 1 000 CHF
Chairman of the
Ulrich Hocker Board of Directors 261 20 281
Delegate of the
Benedikt A. Goldkamp Board of Directors 64 11 75
Dr Florian Ernst Board Member 64 5 69
Dr Martin Furrer Board Member 64 5 69
Beat Siegrist Board Member 64 5 69
Remuneration of the Board of Directors 517 0 46 563
Remuneration of the management 1 600 446 328 2 374
Remuneration of the Board of
Directors and management 2 117 446 374 2 937
Highest individual management salary:
Benedikt A. Goldkamp CEO 726 248 145 1119
160 Phoenix Mecano AG Financial statements 2015
The variable remuneration is based on individual employment contracts and annual bonus agreements. The amount
depends on the attainment of return-on-capital targets. It includes the variable compensation for the financial year
accounted for under (accrued) expenses in the relevant financial statements. For the most part, payments are made
subsequent to the balance sheet preparation; the variable remuneration actually paid may vary from the amounts
set aside.
Social security and pension comprises employer contributions to social security and staff pension funds as well as
allocations to pension provisions.
No compensation was paid in the reporting year or the previous year to former corporate officers who left the
company in previous years.
The members of the Board of Directors and of the management received no other compensation or fees for addi-
tional services to the Phoenix Mecano Group.
No loans / credit or securities were granted to members of the Board of Directors or the management or persons
related to them.
In addition, Planalto AG, Luxembourg, which is owned by the Goldkamp family, holds a 34.6% stake (previous
year 34.6%).
Related persons and companies are considered to be family members as well as any individuals or companies ca-
pable of being significantly influenced.
Financial statements 2015 Phoenix Mecano AG 161
Aside from the compensation paid to the Board of Directors and the management and the standard contributions
to pension funds, no significant transactions with related persons or companies took place.
There are no further matters requiring disclosure under Article 959c of the Swiss Code of Obligations.
The Board of Directors proposes to the Shareholders’ General Meeting that retained earnings should be
distributed as follows:
in CHF
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our au-
dit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the finan-
cial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error. In making those risk assess-
ments, the auditor considers the internal control system relevant to the entity’s preparation of the financial state-
ments in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluat-
ing the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as
well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended 31 December 2015 comply with Swiss law and the com-
pany’s articles of incorporation.
Financial statements 2015 Phoenix Mecano AG 165
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an in-
ternal control system exists, which has been designed for the preparation of financial statements according to the
instructions of the board of directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the com-
pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved.
Kurt Stocker Thomas Lehner
Licensed Audit Expert Licensed Audit Expert
Auditor in Charge
KPMG AG
166 Addresses
ADDRESSES
FINANCE AND SERVICE COMPANIES ENCLOSURES MECHANICAL COMPONENTS ELCOM / EMS
Phoenix Mecano Trading AG Kundisch GmbH + Co. KG RK Rose+Krieger GmbH Hartmann Codier GmbH
Hofwisenstrasse 6 Steinkirchring 56 Potsdamer Strasse 9 Industriestrasse 3
CH-8260 Stein am Rhein D-78056 Villingen-Schwenningen D-32423 Minden D-91083 Baiersdorf
Phone +41 / 52 / 742 75 22 Phone +49 / 7720 / 976 10 Phone +49 / 571 / 933 50 Phone +49 / 9133 / 779 30
Fax +41 / 52 / 742 75 95 Fax +49 / 7720 / 976 122 Fax +49 / 571 / 933 51 19 Fax +49 / 9133 / 779 355
pm.trading@phoenix-mecano.com info@kundisch.de info@rk-online.de info@hartmann-codier.de
www.kundisch.de www.rk-rose-krieger.com www.hartmann-codier.de
BRAZIL
Phoenix Mecano Holding Ltda. Rose Systemtechnik GmbH Hartmann Electronic GmbH
Alameda Caiapós, 657 – Tamboré Erbeweg 13–15 Motorstrasse 43
CEP 06460-110 Barueri - SP D-32457 Porta Westfalica D-70499 Stuttgart (Weilimdorf)
Phone +55 / 11 / 564 341 90 Phone +49 / 571 / 504 10 Phone +49 / 711 / 139 89 0
Fax +55 / 11 / 564 108 82 Fax +49 / 571 / 504 16 Fax +49 / 711 / 866 11 91
vendas@phoenix-mecano.com.br rose@rose-pw.de info@hartmann-electronic.com
www.phoenix-mecano.com.br www.rose-pw.de www.hartmann-electronic.com
PRODUCTION AND
SALES COMPANIES
PRODUCTION AND
SALES COMPANIES
Editor
Ruoss Markus
Corporate Communications
CH-8808 Pfäffikon
Concept, design,
text and realisation
PETRANIX
Corporate and Financial
Communications AG
CH-8134 Adliswil-Zurich
www.PETRANIX.com
Photography
Scanderbeg Sauer Photography
Printed by
Neidhart + Schön Group AG
CH-8037 Zurich
Group headquarters
Phoenix Mecano AG
Hofwisenstrasse 6
Postfach
CH-8260 Stein am Rhein
Contact address
Phoenix Mecano Management AG
Lindenstrasse 23
CH-8302 Kloten