Notes to the separate financial statements of COMET Holding AG
COMET Holding AG has its registered office in Flamatt, Switzerland and is the COMET Group's parent holding company listed on the Swiss stock exchange. The separate financial statements of COMET Holding AG at and for the year ended December 31, 2015 comply with the provisions of the Swiss Code of Obligations. The manner of the inclusion of COMET Holding AG in the consolidated accounts is governed by the measurement principles set out in the notes to the consolidated financial statements.
01 Accounting principles
These separate financial statements were for the first time prepared in accordance with the principles of the newly applicable Swiss Accounting Law (Title 32 of the Swiss Code of Obligations). The prior-year financial statements have been adjusted for comparability where necessary to reflect the new requirements. The adjustments relate to the classification of shareholders' equity in the balance sheet, and to the reporting of currency translation effects, which are now presented in financing expenses.
Receivables and loans
Receivables and loans are stated at nominal amounts less any necessary write-downs.
Intangible assets – the rights to trademarks and names related to FeinFocus – are recognized at historical cost less necessary amortization and impairment.
Investments in subsidiaries
Investments in subsidiaries are recognized at historical cost less necessary impairment; they are individually tested annually for impairment.
02 Investments in subsidiaries
The following subsidiaries were consolidated in the Group financial statements of COMET Holding AG at December 31, 2015:
|Company||Registered office||Currency||Capital stock||Equity interest in % *|
|COMET Holding AG||Flamatt, Switzerland||CHF||7,738,010||100%||100%|
|COMET AG||Flamatt, Switzerland||CHF||2,000,000||100%||100%|
|COMET Electronics (Shanghai) Co. Ltd.||Shanghai, China||CNY||5,466,148||100%||100%|
|COMET Mechanical Equipment (Shanghai) Co. Ltd.||Shanghai, China||CNY||1,655,420||100%||100%|
|COMET Technologies USA, Inc.||Shelton, CT, USA||USD||1,000||100%||100%|
|COMET Technologies Korea Co. Ltd.||Suwon, Korea||KRW||500,000,000||100%||100%|
|YXLON International GmbH||Hamburg, Germany||EUR||110,000||100%||100%|
|YXLON International A / S||Taastrup, Denmark||DKK||601,000||100%||100%|
|YXLON International KK||Yokohama, Japan||JPY||10,000,000||100%||100%|
|YXLON (Beijing) X-Ray Equipment Trading Co. Ltd.||Beijing, China||CNY||1,077,000||100%||100%|
|PCT Engineered Systems LLC||Davenport, IA, USA||USD||2,882,273||100%||–|
* COMET Holding AG also holds 100% of the voting rights in all companies.
03 Non-current financial assets – loans
Loans to subsidiaries were as follows:
|In thousands of CHF||2015||2014|
|COMET Technologies USA, Inc.||31,221||26,002|
|COMET Technologies Korea Co. Ltd.||842||342|
|YXLON International GmbH||26,341||30,084|
|YXLON International A / S||3,045||3,368|
|Total loans to subsidiaries||61,448||59,797|
04 Capital structure and shareholders
COMET Holding AG (the “Company”) is the Group's only company listed on a stock exchange. The Company's registered office is in Flamatt, Switzerland. The registered shares of COMET Holding AG have been listed in the main market segment of the SIX Swiss Exchange in Zurich since December 17, 2002.
|Security number||382 575|
|Closing price at December 31, 2015||CHF 727.50|
|Market capitalization at December 31, 2015||CHF 562.9 million|
Assorted data on the stock of COMET Holding AG is provided inside the cover flap at the front of the annual report.
Non-listed Group companies
COMET Holding AG has no publicly traded subsidiaries. The companies consolidated in the COMET Group are presented above in note 2, “Investments in subsidiaries”.
At December 31, 2015, COMET Holding AG had 1,627 voting shareholders of record (i.e., voting shareholders registered in the share register; prior year: 1,417). Of the total issued registered stock, 100% (prior year: 100%) represented free float. COMET Holding AG held no treasury stock at December 31, 2015 (prior year: none).
The structure of share ownership size classes among the shareholders of record at December 31, 2015 was as follows:
|Number of shares||Number of shareholders|
|1 to 100||1,307|
|101 to 1,000||266|
|1,001 to 5,000||34|
|5,001 to 10,000||9|
|More than 10,000||11|
This analysis does not capture the stock of shareholders who were not registered in the share register; at December 31, 2015 these shares of unregistered owners amounted to 34% of the total (prior year: 35%).
Ownership interests in companies domiciled in Switzerland whose shares are listed at least partly in Switzerland must be notified both to the issuer company and to the SIX Swiss Exchange when the holder's voting rights reach, increase above or fall below certain thresholds. These notification thresholds are 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of voting rights. The relevant details are set out in the Swiss Stock Exchange Act (BEHG) and in the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading (the FINMA Stock Exchange Ordinance).
At December 31, 2015 the Company, according to disclosure notifications, had the following significant shareholders (defined for this purpose as holding voting rights in excess of 3% of the COMET capital stock recorded in the Swiss commercial register of companies):
|Beneficial owner||Direct shareholder||Share of voting rights as disclosed by shareholders|
|Garlito B.V., Amsterdam||5.09%|
|Artisan Partners Limited Partnership, Milwaukee, USA||Eric R. Colson Charles J. Daley Gregory K. Ramirez||5.08%|
|Pictet Asset Management SA (Direction de Fonds)||PICTET (CH) SWISS MID SMALL CAP||5.04%|
|Vanessa Frey Beat Frey Brigitte Frey Alexandra Frey||KWE Beteiligungen AG||5.01%|
|BlackRock Inc.||BlackRock Advisors (UK) Limited BlackRock Asset Management Canada Limited BlackRock Asset Management Schweiz AG BlackRock Fund Advisors BlackRock Fund Managers Limited BlackRock Institutional Trust Company, National Association BlackRock International Limited BlackRock Investment Management (UK) Limited BlackRock (Luxembourg) SA||4.98%|
|Credit Suisse Funds AG||3.21%|
|BlackRock Asset Management Schweiz AG||BlackRock Global Funds - Swiss Small & MidCap Opportunities Fund, Zurich||3.04%|
The Company has not been notified of and is not aware of any other shareholders that held more than 3% of its shares. To the best of the Company's knowledge, there were no voting pool agreements.
Reportable changes during fiscal year 2015
In the fiscal year under review, nine reportable announcements were published. For a complete list of all announcements under section 20 BEHG, refer to the publication platform of the disclosure section of the SIX Swiss Exchange: www.six-exchange-regulation.com/publications/significant-shareholders.html
There were no cross-shareholdings with other publicly traded companies.
05 Capital structure
The capital stock at January 1, 2015 was CHF 7,720,660, divided into 772,066 registered shares with a par value of CHF 10 per share. During fiscal year 2015 the capital stock was increased by 1,735 shares from the portion of authorized capital designated for equity compensation. Including the increase of 1,735 shares from this portion of authorized capital, COMET Holding AG at December 31, 2015 thus had CHF 7,738,010 of capital stock, divided into 773,801 registered shares with a par value of CHF 10 per share. The capital stock is fully paid in. At its meeting on August 13, 2015 the Board of Directors established that the capital increase from authorized capital for equity compensation was properly performed. The information on COMET Holding AG in the commercial register was updated to reflect the change in capital stock.
|Registered stock, par value of CHF 10 per share||Number of shares||Par value in CHF|
|January 1, 2015||772,066||7,720,660|
|Increase in capital from the portion of authorized capital designated for equity compensation||1,735||17,350|
|December 31, 2015||773,801||7,738,010|
At the balance sheet date, COMET Holding AG held no treasury stock (prior year: none).
Authorized capital for equity compensation
Under section 3a of its Bylaws, a portion of the Company's unissued authorized capital is designated for use only as equity compensation (in German this portion is known as “bedingtes Aktienkapital”). In such an increase, shares are issued to Executive Committee members and / or Board members of COMET Holding AG (i.e., of the COMET Group). With respect to this portion of authorized capital, the other shareholders' pre-emptive rights are excluded. The issuance of stock or stock subscription rights is based on a compensation plan (in the form of a written regulation) adopted by the Board of Directors. Grants of stock and of subscription rights may be made at less than the market price.
In April 2015, under profit-sharing compensation for 2014, the members of the Board of Directors and of the Executive Committee of COMET Holding AG were granted a total of 1,651 shares of stock in payment of CHF 837,057 of compensation due. In addition, the members of the Board of Directors were granted a total of 84 shares in payment of CHF 42,588 of retainers due for the period from January 1, 2015 to the 2015 Annual Shareholder Meeting. The shares were applied to the compensation due at a price of CHF 507 per share. As a result of these grants of a total of 1,735 shares during the year under review, the Company's unissued authorized capital for equity compensation showed the following movement:
|Registered stock, par value of CHF 10 per share||Number of shares||Par value in CHF|
|January 1, 2015||24,246||242,460|
|Increase in capital in the fiscal year (award to Board of Directors and Executive Committee for retainers due and for prior year's profit-sharing compensation)||(1,735)||(17,350)|
|December 31, 2015||22,511||225,110|
Authorized capital for other capital increases
The Company had no other unissued authorized capital (in German: “genehmigtes Aktienkapital”) at December 31, 2015, i.e., no unissued capital authorized for purposes other than equity compensation.
06 Disclosure of shareholdings of the Board of Directors and Executive Committee
The ownership interests in COMET Holding AG held by current members of the Board of Directors and of the Executive Committee are disclosed below. This disclosure covers all persons who held Board or Executive Committee positions for all or part of the year under review or of the prior year, regardless of whether they still did so at the balance sheet date. The shareholdings shown include those of respective related parties.
|Total number of shares||Of which: shares subject to holding periods ending||Share of voting rights|
|2015||2014||4 / 17 / 2016||4 / 24 / 2017||4 / 22 / 2018||2015||2014|
|Hans Hess Chairman of the Board||4,766||4,532||492||199||234||0.6%||0.6%|
|Hans Leonz Notter Vice Chairman and member of the Board||3,785||5,906||280||130||159||0.5%||0.8%|
|Gian-Luca Bona Member of the Board||463||327||0||120||136||0.1%||0.0%|
|Lucas A. Grolimund Member of the Board||883||763||280||109||120||0.1%||0.1%|
|Rolf Huber Member of the Board||1,257||1,129||280||162||128||0.2%||0.1%|
|Ronald Fehlmann CEO||1,523||1,549||550||249||340||0.2%||0.2%|
|Markus Portmann CFO||960||838||246||91||122||0.1%||0.1%|
|Stefan Moll Segment President of X-Ray Systems||415||659||33||38||86||0.1%||0.1%|
|Michael Kammerer Segment President of Plasma Control Technologies||283||269||149||55||114||0.0%||0.0%|
|Charles Flükiger Segment President of X-Ray & ebeam Technologies||358||352||108||71||114||0.0%||0.0%|
|07 Eric Dubuis CIO||239||317||165||53||87||0.0%||0.0%|
|Christoph Bärtschi CHRO||95||0||0||0||95||0.0%||0.0%|
Each 1,000 registered shares of COMET Holding AG, of a par value of CHF 10 per share, represented a total of 0.1292% of all voting power (prior year: 0.1295%). The members of the Board of Directors and Executive Committee held a total of 1.9% of voting rights (prior year: 2.2%). No material changes in ownership interests arose after the balance sheet date of December 31, 2015.
08 Options, conversion rights and treasury stock
COMET Holding AG has not issued any conversion rights or stock options.
In fiscal year 2015 and in the prior year, COMET Holding AG held no treasury stock.
09 Guarantees and pledged assets
As the Group is taxed as a single entity for purposes of value-added taxation, COMET Holding AG has joint and several liability for the value-added tax obligations of its Swiss subsidiary.
10 Number of full-time equivalents
The annual average number of full-time equivalents in 2015 and 2014 was less than 10.
11 Release of the separate financial statements for publication
The Board of Directors released these financial statements on March 3, 2016 for publication and will present them to shareholders for approval at the Annual Shareholder Meeting on April 21, 2016.