Notes to the consolidated financial statements
01 Nature of the business activities
The Comet Group (“Comet”, the “Group”) is one of the world’s leading vendors of x-ray and radio frequency (RF) power technology. With high-quality components, systems and services, marketed under the “Comet” and “Yxlon” brands, the Group helps its customers optimize the quality, reliability and efficiency of their products and processes. Yxlon x-ray systems for non-destructive inspection are supplied to end customers in the electronics, automotive, aerospace and energy sectors. Under the Comet brand, the Group builds components and modules such as x-ray sources, vacuum capacitors, RF generators and impedance matching networks, marketed to manufacturers in the semiconductor, automotive and aerospace industries as well as the security sector. Under the ebeam brand, Comet also developed, manufactured and marketed compact ebeam sets for the treatment of surfaces in the food and printing industries. Comet sold the ebeam lamp business to Tetra Pak eBeam Systems SA, Pully, Switzerland, effective November 30, 2020 (see notes 4 and 8).
02 Accounting policies
The consolidated financial statements (except with respect to certain financial instruments) have been drawn up under the historical cost convention. The fiscal year-end for the financial statements of all Group companies is December 31. These consolidated financial statements have been prepared in compliance with Swiss stock corporation law and International Financial Reporting Standards (IFRS). All IFRS in force at the balance sheet date and all interpretations (IFRIC) of the International Accounting Standards Board (IASB) were applied. Comet did not early-adopt new standards and interpretations unless specifically stated. The significant accounting policies applied are unchanged from the prior year except as set out below.
As a result of rounding and the presentation in thousands of Swiss francs, totals in the consolidated financial statements may not add.
02.1 Changes in accounting policies
Revised and new accounting rules
With effect from January 1, 2020, Comet has applied the following new or adjusted IFRS/IFRIC for the first time:
- IFRS 3 – Business Combinations (amendment): Definition of a Business
- IAS 1 – Presentation of Financial Statements, and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (amendments): Definition of Material
- IFRS 7 – Financial Instruments: Disclosures, IFRS 9 – Financial Instruments, and IAS 39 – Financial Instruments: Recognition and Measurement (amendments): Interest Rate Benchmark Reform
- Conceptual Framework for Financial Reporting (revision, issued March 29, 2018)
- IFRS 16 – Leases (amendment): Covid-19-Related Rent Concessions
On May 28, 2020, the International Accounting Standards Board (IASB) published an amendment to IFRS 16 concerning Covid-19-related rent concessions. Lessees have the option to waive the assessment of whether a rent concession related to Covid-19 represents a lease modification as defined in IFRS 16. Instead, the lessee may treat such lease concessions as if they were not a modification and recognize the effect as a variable lease payment in profit or loss. The amendment is effective from June 1, 2020 and applies to rent concessions granted until and including June 30, 2021. Earlier application is permitted, including in financial statements not yet authorized for issue at May 28, 2020. Comet has applied this practical expedient. This provided a relief effect of CHF 0.1 million in income before tax in the year under review.
The new or amended standards and interpretations had no material effect on the Group’s financial position, results of operations and cash flows.
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|
|
|
Standard |
Expected impact |
Effective date |
Planned adoption by Comet |
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) |
(1) |
Jan. 1, 2021 |
Fiscal year 2021 |
IAS 37 – Provisions, contingent liabilities and contingent assets: Onerous Contracts, Cost of Fulfilling a Contract (Amendments to IAS 37) |
(1) |
Jan. 1, 2022 |
Fiscal year 2022 |
IAS 16 – Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) |
(1) |
Jan. 1, 2022 |
Fiscal year 2022 |
IFRS 3 – Business combinations: Reference to the Conceptual Framework (Amendments to IFRS 3) |
(1) |
Jan. 1, 2022 |
Fiscal year 2022 |
IAS 1 – Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments to IAS 1) |
(1) |
Jan. 1, 2023 |
Fiscal year 2023 |
(1) Expected to have no, or no significant, impact on the financial position, results of operations and cash flows.
02.3 Estimates
Comet’s consolidated financial statements contain assumptions and estimates that affect the reported financial position, results of operations and cash flows. These assumptions and estimates were made on the basis of management’s best knowledge at the time of preparation of the accounts. Actual results may differ from the values presented. The following estimates have the greatest effects on the consolidated financial statements:
- Intangible assets (see notes 19 to 21): For acquisitions, the fair value of the acquired net assets (including acquired intangible assets) is estimated. Any amount paid in excess of this estimate represents goodwill. Intangible assets with a finite life are written off over the expected period of use; those with an indefinite life (primarily goodwill and rights to trademarks and names) are not amortized but are tested annually for impairment. Especially in the determination of the value in use of goodwill and rights to trademarks and names, differences between assumed and actual outcomes could lead to changes in the results of impairment testing. The assumptions concerning the achievable margins and the growth rates have a significant impact on impairment test outcomes. The valuation of goodwill and other intangibles, as well as the estimation of useful life, have an effect on the consolidated financial statements.
- Provisions (see note 25) are, by definition, liabilities of uncertain amount. Future events can thus lead to adjustments that affect income.
- Deferred tax assets (see note 11) are recognized only if it is likely that taxable profits will be earned in the future. The tax planning is based on estimates and assumptions as to the future profit trajectories of the Group companies that may later prove incorrect. This can lead to changes with an effect on income.
- Employee benefit plans (see note 26): The Group operates employee benefit plans for its staff that are classified as defined benefit plans under IFRS. These defined benefit plans are valued annually, which requires the use of various assumptions. Differences between the actual outcomes and the assumptions, particularly as to the discount rate for future obligations and as to life expectancy, may have effects on the valuation of plan assets and thus on the financial position of the Group. The impact of the most important parameters on the net present value of the obligation is presented in note 26.
Impacts of Covid-19
The effects of the Covid-19 crisis on the global economy as a whole and on Comet’s markets remain uncertain. With respect to these impacts, Comet has critically reviewed the assumptions and estimates that affect the financial position, results of operations and cash flows. In this review, no relevant changes have been identified that would have a material impact on these financial statements. Comet is able to meet its contractual and financial obligations in full.
In connection with the Covid-19 pandemic, Comet received one-time government assistance in the year under review. This consisted mainly of reductions in social security contributions. The positive effect on income before tax was CHF 0.9 million. The assistance received has been recognized as offsets within the corresponding expense items in the consolidated income statement.
02.4 Consolidation
02.4.1 Basis of consolidation
Effective December 31, 2020, Comet acquired sole ownership of the software developer Object Research Systems (ORS) Inc., based in Montreal, Canada. The related information is provided in note 20.
As well, two subsidiaries, Comet Technologies Malaysia Sdn. Bhd., Penang, Malaysia, and Comet Solutions Taiwan Ltd., Hsinchu County, Taiwan, were founded in the year under review. The companies are wholly owned by Comet Holding AG.
The consolidated financial statements thus comprise the accounts of the companies listed below:
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|
|
Company |
Registered office |
Equity interest in % |
||
|
|
2020 |
|
2019 |
Comet Holding AG |
Flamatt, Switzerland |
100% |
|
100% |
Comet AG |
Flamatt, Switzerland |
100% |
|
100% |
Comet Electronics (Shanghai) Co. Ltd. |
Shanghai, China |
100% |
|
100% |
Comet Mechanical Equipment (Shanghai) Co. Ltd. |
Shanghai, China |
100% |
|
100% |
Comet Technologies USA, Inc. |
Shelton, CT, USA |
100% |
|
100% |
Comet Technologies Korea Co. Ltd. |
Suwon, Korea |
100% |
|
100% |
Yxlon International GmbH |
Hamburg, Germany |
100% |
|
100% |
Comet Technologies Denmark A/S 1 |
Taastrup, Denmark |
100% |
|
100% |
Yxlon International KK |
Yokohama, Japan |
100% |
|
100% |
Yxlon (Beijing) X-Ray Equipment Trading Co. Ltd. |
Beijing, China |
100% |
|
100% |
Comet Technologies Malaysia Sdn. Bhd. |
Penang, Malaysia |
100% |
|
– |
Object Research Systems (ORS) Inc. |
Montreal, Canada |
100% |
|
– |
Comet Solutions Taiwan Ltd. |
Hsinchu County, Taiwan |
100% |
|
– |
1 Renamed to “Comet Technologies Denmark A/S” from “Yxlon International A/S”.
02.4.2 Method of consolidation
The consolidated financial statements represent the aggregation of the annual accounts of the individual Group companies, which are prepared using uniform accounting principles. Those companies controlled by Comet Holding AG are fully consolidated. This means that these companies’ assets, liabilities, equity, expenses and income are entirely included in the consolidated financial statements. All intragroup balances and transactions, unrealized gains and losses resulting from intragroup transactions, and dividends are eliminated in full.
Acquisitions and goodwill
Companies are consolidated from the date on which effective control passes to the Group. Consolidation ends only when effective control ceases. On acquisition, the identifiable assets, liabilities and contingent liabilities are measured at fair value and included in the accounts using the acquisition method. For acquisitions, intangible assets that arise from a contractual or legal right or are separable from the business entity, and whose fair value can be measured reliably, are reported separately. Goodwill, being the excess of the aggregate consideration transferred over the fair value of the net assets of the acquired subsidiary, is initially measured at cost. If the aggregate consideration transferred is lower than the fair value of the acquired net assets, the difference is recognized as negative goodwill in other operating income at the acquisition date. Goodwill and other intangible assets are allocated on acquisition to those cash generating units expected to benefit from the acquisition or to generate future cash flows as a result of it. When Group companies are sold, the difference between their sale price and their net assets, plus accumulated currency translation differences, is recognized as operating income in the consolidated statement of income.
Foreign currency translation
The functional currency of the Group companies is the respective national currency. Transactions in a currency other than the functional currency are translated at the exchange rate prevailing at the transaction date. Financial assets and liabilities are translated at the balance sheet date at the exchange rate as of that date; the resulting currency translation differences are reported in the income statement. The consolidated financial statements are presented in Swiss francs. The financial statements of the Group companies are translated at the average exchange rates for the year (the “average rate” in the table below) for the income statement and at year-end rates (the “closing rate”) for the balance sheet. The resulting currency translation differences are recognized in other comprehensive income. Currency translation differences from intragroup loans for the long-term financing of Group companies are also recognized in other comprehensive income, to the extent that repayment is neither planned nor is likely to occur in the foreseeable future.
The exchange rates used to translate the most important currencies are listed below:
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|
|
|
|
|
|
|
|
|
Closing rate |
|
Average rate |
||||
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|
|
|
|
|
|
|
|
Country or region |
|
|
Dec. 31, 2020 |
|
Dec. 31, 2019 |
|
2020 |
|
2019 |
USA |
USD |
1 |
0.882 |
|
0.968 |
|
0.939 |
|
0.994 |
Eurozone |
EUR |
1 |
1.084 |
|
1.085 |
|
1.070 |
|
1.113 |
China |
CNY |
1 |
0.135 |
|
0.139 |
|
0.136 |
|
0.144 |
Japan |
JPY |
100 |
0.855 |
|
0.891 |
|
0.879 |
|
0.912 |
Denmark |
DKK |
1 |
0.146 |
|
0.145 |
|
0.144 |
|
0.149 |
Republic of Korea |
KRW |
1,000 |
0.812 |
|
0.838 |
|
0.796 |
|
0.853 |
Malaysia |
MYR |
1 |
0.220 |
|
– |
|
0.222 |
|
– |
Canada |
CAD |
1 |
0.692 |
|
– |
|
0.692 |
|
– |
Taiwan |
TWD |
100 |
3.141 |
|
– |
|
3.166 |
|
– |
02.5 Measurement and recognition policies
Revenue recognition (sales and other income)
Net sales represent the revenue from the sale of goods and services to third parties, net of rebates and other price reductions. The Group’s revenue is derived from the sale of goods (including spare parts) by the PCT and IXM divisions and the sale of systems (including services such as installation) by the IXS division. Revenue from the sale of goods, including spare parts, systems and system-related services, is as a rule recognized on the basis of a single performance obligation, which is satisfied at a specific point in time. The performance obligation is satisfied, and the revenue recognized, when the customer acquires control of the product or service. In the sale of goods that are not systems, the transfer of control generally occurs at the time of delivery. Performance obligations for system sales (including for installation) are fulfilled at the time of acceptance by the customer. In connection with both non-system goods and with systems, Comet also offers services. Warranty obligations for providing an additional service to the customer (service-type warranties), such as an extension of the warranty period, are separate performance obligations and the revenue associated with them is recognized over time. For general maintenance services and defect correction intended to ensure that the delivered good is, or performs, as specified in the contract (assurance-type warranties), the estimated cost of the liability is recognized as a provision in accordance with IAS 37.
Customer contributions to development projects and payments for the delivery of the respective first prototype are recorded in other operating income; subsequent deliveries of prototypes are reported as sales.
Variable price elements (variable consideration) exist both in retroactive rebates when the quantity of products purchased exceeds a certain threshold in the calendar year, and in individual discounts on products. The amount of the rebate is estimated using the most-likely-amount method and as a rule is allocated proportionately to all performance obligations under the contract.
Sales commissions owed for agent activities are capitalized at contract inception as incremental costs attributable to obtaining a contract and a liability of equal amount is recognized for sales commissions. Their recognition as an expense occurs as soon as Comet has transferred control of the products to the customer. No interest effect is recognized for contract liabilities and prepayments by customers, as the period between the time of transfer of a promised good or service to the customer and the time of payment is not more than one year.
Cash and cash equivalents
In addition to cash on hand and balances in checking accounts at banks, cash and cash equivalents can also include fixed-term deposits with original maturities of up to three months.
Trade and other receivables and contract assets
Trade receivables, other receivables and contract assets are reported at their face value less any necessary impairment charges. Comet provides for impairment using the simplified approach by recognizing an allowance in the amount of the losses expected over the remaining life of the instruments (known as the expected credit loss model). For specific doubtful arrears with objective indications of impairment, impairment charges are applied individually.
Whether a receivable or a contract asset is recognized is governed by whether the right to consideration is unconditional (leading to recognition of a receivable) or conditional (leading to recognition of a contract asset).
Financial assets and liabilities
Financial assets are initially measured at fair value (market value), including transaction costs, except in the case of financial assets categorized as at fair value through profit or loss, for which transaction costs are recorded directly in financing expenses. All purchases and sales of financial assets are recognized at the transaction date.
- Financial items at fair value through profit or loss: These include all derivatives, trading positions, and certain financial assets and liabilities designated as falling into this category. These assets are recognized at fair value in the balance sheet. Changes in value are reported as financing income or expense in the reporting period in which they occur.
- Financial items at amortized cost: These are measured at cost using the effective interest method.
Fair value is determined based on quoted or other market prices. In the fiscal year as in the prior year, no hedge accounting under IFRS 9 or IAS 39 was applied to any hedging transactions. Financial assets are recognized as soon as Comet acquires control of them, and derecognized when it ceases to have control, i.e., when it has sold the rights or they have lapsed. Financial liabilities are derecognized when the obligation specified in the contract is discharged or is canceled or expires.
Inventories
Inventories are recorded at the lower of cost and net realizable value. Net realizable value represents the estimated normal sale price less the costs of completion, marketing, selling and distribution. Raw materials and purchased products are measured using the weighted-average method; internally produced goods are measured at standard costs. Inventories include proportionate shares of production overheads.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Borrowing costs related to qualifying assets form part of the historical cost. Depreciation is provided on a straight-line basis over the estimated useful life of the assets. The expense for depreciation of property, plant and equipment is recognized in the income statement under that expense category which corresponds to the function of the particular asset in the Group. Land values are not depreciated. Impairment charges are recognized as a separate line item under accumulated depreciation and impairment. Maintenance costs are recognized as assets only if the maintenance extends the expected life of the asset, expands production capacity or otherwise increases asset values. The costs of maintenance and repair that do not increase asset values are charged directly to income. The following estimated useful lives are applied in determining depreciation:
|
|
Buildings |
20 – 40 years |
Plant and equipment |
6 – 10 years |
Other tangible assets |
3 – 10 years |
Right-of-use assets and lease liabilities
As a lessee, Comet recognizes leases on the basis of a right-of-use model. At the inception of every contract, Comet assesses whether it includes a lease, separating lease components from non-lease components. No assets and liabilities are recognized for leases with a term of one year or less and for leases of low-value assets (with a value when new of less than CHF 5,000); the expenses for these are recognized directly in the income statement. The initial measurement of the right of use for a leased asset is made by calculating the present value of the lease payments, plus initial direct costs, plus estimated costs for dismantling, removal and restoration, less lease incentives received. The lease liabilities correspond to the present value of the discounted payment obligations. For discounting the lease payments, Comet uses the interest rate implicit in the lease. In doing so, the currency area in which the leased asset is located and the Comet-specific credit risk are taken into account. Comet primarily has leases with fixed payments, which includes leases with rent-free periods and ones with rising payments. Leases with variable payments are immaterial.
Comet’s leases may include renewal options. These are included in the calculations only if, taking into account all significant determining factors, they are considered highly likely to be exercised. For indefinite leases, the following principles apply (the extension periods cited are from the lease inception or from the expiry of the minimum lease term):
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|
|
Maximum extension |
Buildings and warehouses |
3 years |
Plant and equipment |
2 years |
Other tangible assets |
1 year |
In the event of a material modification, Comet remeasures the lease liability at the date of the change. Adjustments to the lease liability are deducted from or added to the corresponding right-of-use asset. Any difference remaining upon early termination of a lease is recognized through profit or loss.
Where Comet is the lessor, the lease is accounted for either as an operating or a finance lease, depending on its terms.
Intangible assets
The intangible assets recognized are goodwill, rights to trademarks and names, customer lists, technology, licenses, patents, and software. Intangible assets are recognized at cost and generally amortized on a straight-line basis over their expected useful life. Goodwill and acquired rights to trademarks and names are not amortized but are tested annually for impairment (see section “Impairment of non-current assets”). The expense for amortization of intangible assets with finite useful lives is recognized in the income statement under that expense category which corresponds to the function of the particular asset in the Group. The following estimated useful lives are generally applied in determining amortization:
|
|
Customer lists |
10 – 15 years |
Technology |
5 – 10 years |
Computer software |
3 – 5 years |
Provisions
Provisions are recognized only where Comet has a present obligation to a third party arising from a past event and the amount of the obligation can be estimated reliably. No provisions are recognized for possible losses that may result from future events.
Provisions are classified as current to the extent that the related cash outflows are expected to occur within one year from the balance sheet date. Conversely, the cash outflows in respect of non-current provisions are expected to occur more than twelve months after the balance sheet date. If the interest effect is material, the cash outflows are discounted.
Post-employment benefits
Comet maintains post-employment benefit plans for its employees which differ according to the local circumstances of the individual Group companies. The benefit plans are financed by contributions to benefit arrangements that are separate legal entities (foundations or insurance companies) or by the accumulation of reserves in the balance sheet of the respective Group company. In the case of defined contribution plans or economically equivalent arrangements, the expenses accrued in the reporting period represent the agreed contributions of the Group company. For defined benefit plans, the service costs and the present value of the defined benefit obligation are calculated in actuarial valuations by independent experts, using the projected unit credit method. The calculations are updated annually. The surplus or deficit recognized in the balance sheet is equal to the present value of the defined benefit obligation as determined by the actuary, less the fair value of plan assets. Any resulting net surplus is recognized as an asset only to the extent of the potential economic benefit that may be realized from this asset in the future, taking into consideration IFRIC 14. The expense charged to income is the actuarially determined service cost plus the net interest cost. Actuarial gains and losses are recognized in other comprehensive income. They comprise experience adjustments (the effects of differences between the previous actuarial assumptions and the observed outcomes) and the effects of changes in actuarial assumptions (particularly regarding the discount rate and life expectancy).
Long-term employee benefits
Comet grants length-of-service awards to its employees after a certain number of years of service, in the form of lump-sum payments that increase in amount with the number of years of employment. Comet calculates the resulting obligation using the projected unit credit method. The calculation is updated annually. Any actuarial gains or losses from the remeasurement are immediately taken to income.
Share-based payments
Part of the variable compensation of the members of the Executive Committee under the short-term incentive plan (STIP), and part of the fixed compensation of the Board of Directors, is paid in stock. In addition, the Executive Committee is granted stock under a long-term incentive plan (LTIP). The expense is recognized at the value of the stock earned, measured at the quoted market price (fair value) at the grant date. The amount accrued for those components of compensation which must be equity-settled (i.e., for which there is no option of cash payment) is recognized directly in equity. For components which the beneficiary can choose to receive in equity or in cash, the value of the option which this choice represents is determined and recognized as an increase in equity, while the rest of the obligation is recorded as a liability.
Income tax
The income tax expense for the reporting period is composed of current taxes and deferred taxes.
Current taxes
Current tax liabilities and assets for the current period and prior reporting periods are recognized based on the amount expected to be payable to or refunded by the tax authorities. They are calculated based on the tax regulations and tax rates in effect at the balance sheet date.
Deferred taxes
Deferred taxes are accounted for by the liability method. Under this approach, the income tax effects of temporary differences between the tax bases and the values used in the consolidated financial statements are recorded as non-current liabilities or non-current assets. Deferred taxes are calculated at actual or expected local tax rates. Changes in deferred taxes are included in income tax expense in the income statement, except for deferred taxes in respect of items that are recognized outside profit or loss. These latter deferred taxes are likewise recognized outside profit or loss; according to the underlying accountable event, they are recognized either in other comprehensive income or directly in equity. Deferred tax liabilities are recognized on all taxable temporary differences except for goodwill. Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carryforward of unused tax credits and unused tax losses can be utilized, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit for the period nor taxable profit or loss.
- In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future.
Impairment of non-current assets
The value of property, plant and equipment and other non-current assets, including intangibles, is reviewed whenever it appears possible, as a result of changed circumstances or events, that the assets’ carrying amount represents an overvaluation. Intangible assets that are in the process of being generated are tested for impairment annually. If the carrying amount exceeds the amount recoverable through use or sale of the asset, the carrying amount is reduced to this recoverable amount and the difference is recorded as an impairment charge in the income statement. The recoverable amount is the higher of realizable value or value in use. Value in use is determined on the basis of discounted expected future cash flows. Any acquired goodwill and any rights to trademarks or names with an indefinite useful life are not amortized but are reviewed annually at the same date for impairment. This impairment test is based on the results for the fiscal year, the rolling multi-quarter forecast and the rolling multi-year plan.
03 Revenue from contracts with customers
In the following tables, sales revenue is analyzed by region and by market sector.
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|
|
|
|
|
|
|
|
|
In thousands of CHF |
Plasma Control Technologies (PCT) |
X-Ray Systems (IXS) |
Industrial X-Ray Modules (IXM) |
ebeam Technologies (EBT) |
Consolidated |
|||||
|
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
2020 |
2019 |
Geographic region |
|
|
|
|
|
|
|
|
|
|
Europe |
7,878 |
9,236 |
29,116 |
34,192 |
21,363 |
26,689 |
12,137 |
12,448 |
70,494 |
82,564 |
USA |
157,125 |
109,230 |
12,886 |
18,866 |
13,718 |
22,446 |
553 |
1,218 |
184,281 |
151,760 |
Asia |
59,516 |
33,099 |
58,021 |
75,462 |
11,493 |
13,814 |
1,611 |
1,097 |
130,641 |
123,472 |
Rest of world |
200 |
169 |
6,426 |
10,826 |
3,478 |
2,096 |
297 |
718 |
10,401 |
13,810 |
Total |
224,718 |
151,734 |
106,449 |
139,346 |
50,052 |
65,045 |
14,598 |
15,481 |
395,816 |
371,606 |
|
|
|
|
Sales split by market sector |
|
|
|
In thousands of CHF |
2020 |
|
2019 |
PCT |
|
|
|
Semiconductor |
192,232 |
|
127,716 |
Flat panel |
18,613 |
|
8,627 |
Others |
13,872 |
|
15,391 |
Total PCT |
224,718 |
|
151,734 |
|
|
|
|
IXS |
|
|
|
Automotive |
35,430 |
|
52,889 |
Electronics |
34,972 |
|
41,692 |
Science & new materials |
21,825 |
|
16,377 |
Aerospace |
10,508 |
|
20,758 |
Others |
3,715 |
|
7,630 |
Total IXS |
106,449 |
|
139,346 |
|
|
|
|
IXM |
|
|
|
Non-destructive testing |
32,380 |
|
43,320 |
Security |
8,151 |
|
11,253 |
Others |
9,522 |
|
10,472 |
Total IXM |
50,052 |
|
65,045 |
|
|
|
|
Total EBT |
14,598 |
|
15,481 |
|
|
|
|
Total net sales |
395,816 |
|
371,606 |
Comet sold the ebeam lamp business to Tetra Pak eBeam Systems SA, Pully, Switzerland, effective November 30, 2020 (see note 8). Assets and liabilities having a future value in use and remaining with Comet after the divestiture were allocated to other divisions of the Group according to their intended use, and the ebeam Technologies (EBT) division was dissolved with effect from January 1, 2021.
Unsatisfied performance obligations
The aggregate amount of the transaction prices allocated to performance obligations that were unsatisfied or partly unsatisfied at December 31, 2020 was CHF 166 million (prior year: CHF 138 million). Comet will realize this revenue as soon as the performance obligations have been fulfilled and the customers have acquired control of the products or services. This is expected generally to be the case in the next 12 to 24 months.
Contract balances
Opening and closing balances of receivables and contract assets are reported in note 13. Contract liabilities from contracts with customers are presented in the balance sheet. The contract assets consisted mainly of the rights to consideration for product deliveries and services of the X-Ray Systems division that were completed but not yet billed at the balance sheet date. The contract liabilities consisted of prepayments received from customers. The revenue recognized in 2020 from contract liabilities existing at the beginning of the reporting period amounted to CHF 18.4 million (prior year: CHF 14.7 million). Material changes in contract balances result from the receipt of customer payments and the invoicing of satisfied performance obligations.
04 Segment reporting
The Group is managed on the basis of the following four operating divisions, which are delineated based on their products and services. For financial reporting purposes the divisions are also referred to here as “operating segments” or “segments”.
- The Plasma Control Technologies (PCT) division develops, manufactures and markets vacuum capacitors, radio frequency (RF) generators and RF impedance matching networks for the high-precision control of plasma processes required, for instance, in the production of memory chips and flat panel displays.
- The X-Ray Systems (IXS) division develops, manufactures and markets x-ray systems, and provides related services, for non-destructive examination using x-ray and microfocus technology and computed tomography.
- The Industrial X-Ray Modules (IXM) division develops, manufactures and markets highly compact x-ray sources and portable x-ray modules for non-destructive examination, steel metrology, and security inspection.
- The ebeam Technologies (EBT) division developed, manufactured and marketed compact ebeam sets for the treatment of surfaces in the food and printing industries. Comet sold the ebeam lamp business to Tetra Pak eBeam Systems SA, Pully, Switzerland, effective November 30, 2020 (see note 8). Assets and liabilities having a future value in use and remaining with Comet after the divestiture were allocated to other divisions of the Group according to their intended use, and the EBT segment was dissolved with effect from January 1, 2021.
Segment operating income represents all revenues and expenses attributable to a particular division. The only revenues and expenses not allocated to the segments are those of Comet Holding AG, net financial items and income taxes. These unallocated expenses and revenues are reported in the “Corporate” column. Transactions between the segments are invoiced at prices also charged to third parties.
The segment assets and liabilities represent all operating items. The following assets and liabilities are not allocated to operating segments: the assets and liabilities of Comet Holding AG, all cash and cash equivalents, all debt and all income tax assets and liabilities. These unallocated assets and liabilities are reported in the “Corporate” column.
04.1 Operating segments
|
|
|
|
|
|
|
|
Fiscal year 2020 |
|
|
|
|
|||
In thousands of CHF |
Plasma Control Technologies (PCT) |
X-Ray Systems (IXS) |
Industrial X-Ray Modules (IXM) |
ebeam Technologies (EBT) 1 |
Elimination of intersegment sales |
Corporate |
Consolidated |
Net sales |
|
|
|
|
|
|
|
External net sales |
224,718 |
106,449 |
50,052 |
14,598 |
— |
— |
395,816 |
Intersegment sales |
— |
314 |
11,351 |
— |
(11,665) |
— |
— |
Total net sales |
224,718 |
106,762 |
61,403 |
14,598 |
(11,665) |
— |
395,816 |
Earnings |
|
|
|
|
|
|
|
Segment operating income/(loss) |
41,781 |
(6,677) |
3,997 |
2,242 |
156 |
— |
41,498 |
Unallocated costs |
— |
— |
— |
— |
— |
(2,169) |
(2,169) |
Operating income |
41,781 |
(6,677) |
3,997 |
2,242 |
156 |
(2,169) |
39,329 |
Financing expenses |
|
|
|
|
|
|
(8,657) |
Financing income |
|
|
|
|
|
|
2,816 |
Income before tax |
|
|
|
|
|
|
33,487 |
Income tax |
|
|
|
|
|
|
(5,827) |
Net income |
|
|
|
|
|
|
27,661 |
|
|
|
|
|
|
|
|
EBITDA |
49,338 |
(1,009) |
8,956 |
3,344 |
156 |
(2,169) |
58,616 |
EBITDA in % of sales |
22.0% |
– 0.9% |
14.6% |
22.9% |
|
|
14.8% |
|
|
|
|
|
|
|
|
Assets and liabilities at Dec. 31, 2020 |
|
|
|
|
|
|
|
Segment assets |
129,908 |
124,183 |
83,828 |
— |
— |
91,351 |
429,271 |
Segment liabilities |
(44,235) |
(86,261) |
(16,793) |
— |
— |
(67,025) |
(214,315) |
Net assets |
85,673 |
37,923 |
67,035 |
— |
— |
24,326 |
214,956 |
Other segment information |
|
|
|
|
|
|
|
Capital expenditure |
11,823 |
11,369 |
3,669 |
254 |
— |
— |
27,115 |
Depreciation and amortization |
7,557 |
5,669 |
4,959 |
1,102 |
— |
— |
19,287 |
Change in provisions |
700 |
(353) |
(35) |
(364) |
— |
— |
(52) |
Other non-cash expense/(income) |
646 |
(495) |
359 |
(102) |
14 |
1,438 |
1,860 |
Number of employees at year end |
679 |
431 |
293 |
— |
— |
— |
1,403 |
1 Comet sold the ebeam lamp business effective November 30, 2020. The EBT segment was dissolved with effect from January 1, 2021.
|
|
|
|
|
|
|
|
Fiscal year 2019 |
|
|
|
|
|||
In thousands of CHF |
Plasma Control Technologies (PCT) |
X-Ray Systems (IXS) |
Industrial X-Ray Modules (IXM) |
ebeam Technologies (EBT) |
Elimination of intersegment sales |
Corporate |
Consolidated |
Net sales |
|
|
|
|
|
|
|
External net sales |
151,734 |
139,346 |
65,045 |
15,481 |
— |
— |
371,606 |
Intersegment sales |
— |
205 |
13,095 |
— |
(13,301) |
— |
— |
Total net sales |
151,734 |
139,551 |
78,141 |
15,481 |
(13,301) |
— |
371,606 |
Earnings |
|
|
|
|
|
|
|
Segment operating income/(loss) |
8,206 |
6,301 |
16,338 |
(7,903) |
(473) |
— |
22,468 |
Unallocated costs |
— |
— |
— |
— |
— |
(2,530) |
(2,530) |
Operating income |
8,206 |
6,301 |
16,338 |
(7,903) |
(473) |
(2,530) |
19,939 |
Financing expenses |
|
|
|
|
|
|
(6,738) |
Financing income |
|
|
|
|
|
|
2,162 |
Income before tax |
|
|
|
|
|
|
15,363 |
Income tax |
|
|
|
|
|
|
(3,336) |
Net income |
|
|
|
|
|
|
12,027 |
|
|
|
|
|
|
|
|
EBITDA |
15,366 |
12,026 |
21,742 |
(6,156) |
(473) |
(2,530) |
39,974 |
EBITDA in % of sales |
10.1% |
8.6% |
27.8% |
– 39.8% |
|
|
10.8% |
|
|
|
|
|
|
|
|
Assets and liabilities at Dec. 31, 2019 |
|
|
|
|
|
|
|
Segment assets |
109,507 |
112,813 |
82,941 |
16,801 |
— |
69,648 |
391,710 |
Segment liabilities |
(31,904) |
(66,320) |
(15,610) |
(6,164) |
— |
(75,764) |
(195,762) |
Net assets |
77,603 |
46,493 |
67,331 |
10,637 |
— |
(6,116) |
195,948 |
Other segment information |
|
|
|
|
|
|
|
Capital expenditure |
7,855 |
8,003 |
4,474 |
860 |
— |
— |
21,194 |
Depreciation and amortization |
7,160 |
5,725 |
5,404 |
1,746 |
— |
— |
20,035 |
Change in provisions |
(2,080) |
(482) |
(152) |
151 |
— |
— |
(2,563) |
Other non-cash expense/(income) |
1,104 |
(58) |
(623) |
420 |
38 |
162 |
1,044 |
Number of employees at year end |
544 |
439 |
279 |
68 |
— |
— |
1,330 |
Reconciliation of aggregate segment assets and liabilities to consolidated results
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Operating segments' assets |
337,919 |
|
322,062 |
Total cash and cash equivalents |
74,681 |
|
60,255 |
Other assets |
4,791 |
|
271 |
Tax receivables |
1,168 |
|
609 |
Deferred tax assets |
10,653 |
|
8,397 |
Comet Holding AG's receivables from third parties |
60 |
|
115 |
Total assets |
429,271 |
|
391,710 |
|
|
|
|
Operating segments' liabilities |
(147,289) |
|
(119,998) |
Current and non-current debt |
(59,976) |
|
(71,893) |
Derivatives used for foreign exchange hedging |
(45) |
|
(41) |
Tax payables |
(4,399) |
|
(2,480) |
Deferred tax liabilities |
(1,145) |
|
— |
Comet Holding AG's payables to third parties |
(1,461) |
|
(1,350) |
Total liabilities |
(214,315) |
|
(195,762) |
04.2 Geographic information
Comet markets its products and services throughout the world and has its own companies in Switzerland, Germany, Denmark, the USA, China, Japan, South Korea, Malaysia, Canada and Taiwan. Net sales are allocated to countries on the basis of customer location.
|
|
|
|
Net sales by region |
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Switzerland |
11,581 |
|
11,446 |
Germany |
26,914 |
|
32,821 |
Rest of Europe |
31,998 |
|
38,297 |
Total Europe |
70,494 |
|
82,564 |
Total North America |
186,057 |
|
151,760 |
China |
55,101 |
|
57,287 |
Japan |
21,775 |
|
24,175 |
Rest of Asia |
53,765 |
|
42,010 |
Total Asia |
130,641 |
|
123,472 |
Rest of world |
8,625 |
|
13,810 |
Total |
395,816 |
|
371,606 |
|
|
|
|
Property, plant and equipment, right-of-use assets and intangible assets by region |
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Switzerland |
108,786 |
|
115,218 |
Germany |
48,343 |
|
39,951 |
North America |
14,053 |
|
6,958 |
Rest of world |
5,918 |
|
3,575 |
Total |
177,101 |
|
165,702 |
04.3 Sales with key accounts
In the year under review, the Plasma Control Technologies division recorded sales of CHF 128 million with its largest customer, which represented 32.4% of Group sales (prior year: CHF 84 million and 22.7%, respectively).
05 Other operating income
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Customers' contributions to development projects |
2,039 |
|
1,623 |
Government grants |
227 |
|
142 |
Income from the development of prototypes |
3,134 |
|
3,166 |
Miscellaneous income |
28 |
|
120 |
Total other operating income |
5,428 |
|
5,051 |
06 Staff costs and staff count
06.1 Staff costs
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Wages and salaries |
125,669 |
|
117,106 |
Employee benefits |
20,505 |
|
20,810 |
Total staff costs |
146,174 |
|
137,917 |
06.2 Staff count
|
|
|
|
|
2020 |
|
2019 |
Number of employees (year-end) |
1,403 |
|
1,330 |
Average full-time equivalents during the year |
1,325 |
|
1,261 |
07 Development expenses
Development expenses comprise the costs of new-product development, improvement of existing products, and process engineering. Comet’s development activities focus on the fields of vacuum technology, high voltage engineering and material science, and on the further development of the divisions’ core products. In view of the uncertainty of future economic benefits that may flow from development projects, Comet as a rule does not capitalize development costs but charges them directly to the income statement.
08 Gain on disposal of businesses
Effective November 30, 2020, Comet sold the ebeam lamp business (part of the EBT division) to Tetra Pak eBeam Systems SA, Pully, Switzerland. The following assets and liabilities were transferred as an asset group to the new owner:
|
|
|
In thousands of CHF |
|
Carrying amount at Nov. 30, 2020 |
Prepaid expenses |
|
256 |
Inventories |
|
1,266 |
Property, plant and equipment |
|
2,492 |
Total assets |
|
4,015 |
Accrued expenses |
|
(246) |
Provisions |
|
(474) |
Total liabilities |
|
(720) |
Total net assets |
|
3,295 |
Cash payment from new owner |
|
7,542 |
Liability for purchase price adjustment |
|
(261) |
Gain on disposal of businesses |
|
3,986 |
The gain of CHF 4.0 million on the disposal is taxable. The expected tax rate is 13% and the tax effect is therefore CHF 0.5 million.
Comet did not divest any businesses in the prior year.
09 Amortization, depreciation and impairment
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Amortization of intangible assets |
4,526 |
|
4,602 |
Depreciation of right-of-use assets |
4,280 |
|
4,433 |
Depreciation of property, plant and equipment |
10,481 |
|
10,537 |
Total amortization and depreciation |
19,287 |
|
19,572 |
|
|
|
|
Impairment of property, plant and equipment |
— |
|
463 |
Total impairment |
— |
|
463 |
10 Financing income and expenses
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Interest expense |
1,916 |
|
1,999 |
Losses on derivatives used for currency hedging |
1,642 |
|
1,104 |
Foreign currency translation losses |
5,099 |
|
3,635 |
Total financing expenses |
8,657 |
|
6,738 |
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Interest income |
77 |
|
108 |
Gains on derivatives used for currency hedging |
2,155 |
|
636 |
Foreign currency translation gains |
584 |
|
1,418 |
Total financing income |
2,816 |
|
2,162 |
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Net interest expense |
1,838 |
|
1,890 |
Net foreign currency translation losses or (gains) |
4,002 |
|
2,685 |
Foreign currency translation gains and losses resulted largely from items denominated in US dollars and euros.
11 Income tax
11.1 Current and deferred income tax expense
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Current income tax expense in respect of the current year |
9,791 |
|
4,694 |
Current income tax expense in respect of prior years |
(1,161) |
|
(662) |
Deferred income tax expense or (credit) |
(2,802) |
|
(696) |
Total income tax expense |
5,827 |
|
3,336 |
11.2 Reconciliation of tax expense
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Income before tax |
33,487 |
|
15,363 |
Expected income tax at base tax rate of 24% (prior year: 24%) |
8,037 |
|
3,687 |
Effect of tax rates other than base tax rate |
(625) |
|
671 |
Effect of tax relief from canton of Comet AG |
(351) |
|
(399) |
Effect of non-tax-deductible expenses |
215 |
|
202 |
Effect of change in tax rate on deferred income tax |
121 |
|
(128) |
Recognition and offset of tax loss carry-forwards not recognized in prior years |
(248) |
|
— |
Effect of credits for R&D and domestic manufacturing |
(435) |
|
(382) |
Effect of income tax from other periods |
(1,161) |
|
(662) |
Effect of non-refundable withholding tax |
201 |
|
277 |
Other effects |
74 |
|
70 |
Income tax reported in the income statement |
5,827 |
|
3,336 |
Effective income tax rate in % of income before tax |
17.4% |
|
21.7% |
The expected income tax rate represents the Group’s experience-based long-term tax rate and takes into account the local income tax rates of the individual Group companies.
Comet AG, based in Flamatt, has been granted conditional tax relief by the canton of Fribourg in the form of a reduction in cantonal and municipal taxes for the period to 2022. For 2020 the tax reduction amounted to 50% (prior year: 50%).
11.3 Deferred tax assets and liabilities
Deferred tax assets and liabilities can be analyzed as follows:
|
|
|
|
|
|
|
2020 |
|
2019 |
||
In thousands of CHF |
Assets |
Liabilities |
|
Assets |
Liabilities |
Financial instruments |
46 |
(95) |
|
41 |
(58) |
Receivables |
4,272 |
(854) |
|
2,121 |
(985) |
Inventories |
5,420 |
(2,370) |
|
4,312 |
(1,426) |
Property, plant and equipment |
266 |
(461) |
|
267 |
(625) |
Right-of-use assets |
— |
(6,286) |
|
1 |
(2,376) |
Intangible assets |
353 |
(2,466) |
|
0 |
(3,184) |
Trade payables and other liabilities |
323 |
(498) |
|
851 |
(420) |
Lease liabilities |
6,535 |
— |
|
3,802 |
— |
Accrued expenses |
1,797 |
— |
|
1,243 |
(0) |
Provisions |
886 |
— |
|
894 |
(1) |
Employee benefit plan liabilities |
1,577 |
— |
|
1,748 |
(0) |
Tax loss carryforwards, and tax credits for R&D and domestic manufacturing |
1,061 |
— |
|
2,192 |
— |
Total gross deferred tax of Group companies |
22,537 |
(13,030) |
|
17,473 |
(9,076) |
Netting of deferred tax by Group companies |
(11,885) |
11,885 |
|
(9,076) |
9,076 |
Amounts in the consolidated balance sheet |
10,653 |
(1,145) |
|
8,397 |
— |
The deferred tax assets and liabilities were measured at local tax rates, ranging from 13% to 33%. No deferred tax liabilities were established for temporary differences of CHF 85.2 million (prior year: CHF 68.0 million) in respect of the value of the ownership interests in Group companies. Distributions of retained earnings by subsidiaries are not expected to have an effect on income taxes, except for future distributions from China, Korea, Taiwan and Canada. There were no tax provisions for non-refundable withholding taxes on future distributions of foreign subsidiaries to Comet Holding AG. Distributions by Comet Holding AG to its shareholders have no effect on the reported or future income taxes.
11.4 Movement in deferred tax assets and liabilities
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Net asset at January 1 |
8,397 |
|
7,516 |
Origination and reversal of temporary differences recognized in the income statement |
3,360 |
|
2,549 |
Recognition of deferred tax assets on loss carryforwards and R&D credits |
83 |
|
451 |
Use of tax loss carryforwards |
(641) |
|
(2,304) |
Deferred tax credit in the income statement |
2,802 |
|
696 |
Deferred tax liability related to the acquisition of a subsidiary |
(1,019) |
|
— |
Origination and reversal of temporary differences recognized in other comprehensive income |
(181) |
|
361 |
Foreign currency translation differences |
(490) |
|
(177) |
Net asset at December 31 |
9,508 |
|
8,397 |
Reported as assets |
10,653 |
|
8,397 |
Reported as liabilities |
(1,145) |
|
— |
11.5 Tax loss carryforwards
Deferred tax assets, including tax loss carryforwards and expected tax credits, are recognized only if it is likely that future taxable profits will be available to which these deferred tax assets can be applied. Temporary differences for which no tax assets were recognized were nil (prior year: nil).
At the balance sheet date of December 31, 2020, tax loss carryforwards stood at CHF 3.2 million (prior year: CHF 5.0 million). Including tax credits for R&D and domestic manufacturing, the resulting deferred tax assets were CHF 1.1 million (prior year: CHF 2.2 million). The existing loss carryforwards can be carried forward indefinitely.
In the fiscal year, there were no unrecognized deferred tax assets from tax loss carryforwards (prior year: nil).
12 Earnings per share
Basic earnings per share represents the reporting period’s consolidated net income divided by the average number of shares outstanding.
|
|
|
|
|
2020 |
|
2019 |
Weighted average number of shares outstanding |
7,766,108 |
|
7,762,845 |
Net income in thousands of CHF |
27,661 |
|
12,027 |
Net income per share in CHF, diluted and basic |
3.56 |
|
1.55 |
There are no outstanding stock options or stock subscription rights that could lead to a dilution of earnings per share.
13 Trade and other receivables
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Trade receivables, gross |
51,232 |
|
54,818 |
Impairment of trade receivables |
(933) |
|
(495) |
Trade receivables, net |
50,299 |
|
54,323 |
Refundable sales taxes and value-added taxes |
2,415 |
|
4,392 |
Prepayments to suppliers |
1,206 |
|
2,097 |
Contract assets |
5,561 |
|
— |
Sundry receivables |
2,303 |
|
1,815 |
Total other receivables |
11,485 |
|
8,304 |
Total trade and other receivables |
61,784 |
|
62,627 |
The allowance account for impairment of trade receivables showed the following movement:
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
January 1 |
495 |
|
614 |
Added |
575 |
|
128 |
Released |
(116) |
|
(230) |
Foreign currency translation differences |
(21) |
|
(17) |
December 31 |
933 |
|
495 |
The impairment test of trade receivables performed in light of the effects of the Covid-19 pandemic identified a moderately higher risk of default in the year under review.
At the balance sheet date, complete impairment was recognized on CHF 0.7 million (prior year: CHF 0.4 million) of trade receivables. Within the item “total other receivables” and within contract assets, there were no amounts past due or written down. The Group does not hold security against trade and other receivables.
The aging schedule for past-due trade receivables on which impairment has been recognized is summarized in the table below:
|
|
|
|
|
Fiscal year 2020 |
|
|
||
In thousands of CHF |
Expected loss rate |
Gross carrying amount Dec. 31, 2020 |
Expected credit loss Dec. 31, 2020 |
Net carrying amount Dec. 31, 2020 |
Trade receivables |
|
51,232 |
933 |
50,299 |
Not past due |
0.4% |
48,257 |
180 |
48,077 |
Over 30 days past due, impairment recognized |
1.0% |
1,261 |
13 |
1,248 |
Over 60 days past due, impairment recognized |
1.0% |
463 |
4 |
458 |
Over 90 days past due, impairment recognized |
38.4% 1 |
179 |
69 |
110 |
Over 120 days past due, impairment recognized |
2.0% |
74 |
1 |
72 |
Over 150 days past due, impairment recognized |
67.0% 1 |
998 |
666 |
333 |
1 Individual impairment allowances included.
|
|
|
|
|
Fiscal year 2019 |
|
|
||
In thousands of CHF |
Expected loss rate |
Gross carrying amount Dec. 31, 2019 |
Expected credit loss Dec. 31, 2019 |
Net carrying amount Dec. 31, 2019 |
Trade receivables |
|
54,818 |
495 |
54,323 |
Not past due |
0.1% |
49,078 |
48 |
49,030 |
Over 30 days past due, impairment recognized |
0.2% |
3,827 |
8 |
3,819 |
Over 60 days past due, impairment recognized |
0.5% |
698 |
4 |
694 |
Over 90 days past due, impairment recognized |
1.0% |
15 |
0 |
15 |
Over 120 days past due, impairment recognized |
1.5% |
1 |
0 |
1 |
Over 150 days past due, impairment recognized |
36.3% 1 |
1,199 |
435 |
764 |
1 Individual impairment allowances included.
14 Other assets (including financial assets) and financial liabilities
14.1 Other assets, including financial assets
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Other assets at fair value through profit or loss |
|
|
|
Derivatives used for foreign exchange hedging |
394 |
|
271 |
Total other assets at fair value through profit or loss |
394 |
|
271 |
|
|
|
|
Other assets at amortized cost |
|
|
|
Lease receivable |
1,465 |
|
— |
Restricted cash – post-combination compensation |
1,506 |
|
— |
Restricted cash – purchase price holdback for warranties |
1,426 |
|
— |
Other non-current financial assets |
231 |
|
367 |
Total other assets at amortized cost |
4,628 |
|
367 |
|
|
|
|
Total other assets |
5,022 |
|
638 |
Total current |
1,813 |
|
271 |
Total non-current |
3,209 |
|
367 |
14.2 Other financial liabilities
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Other financial liabilities at fair value through profit or loss |
|
|
|
Derivatives used for foreign exchange hedging |
45 |
|
41 |
Total other financial liabilities at fair value through profit or loss |
45 |
|
41 |
|
|
|
|
Other financial liabilities at amortized cost |
|
|
|
Liability for purchase price holdback for warranties |
1,426 |
|
— |
Total other financial liabilities at amortized cost |
1,426 |
|
— |
|
|
|
|
Total other financial liabilities |
1,471 |
|
41 |
Total current |
1,471 |
|
41 |
14.3 Derivative financial instruments
At the balance sheet date, open positions in forward exchange contracts were as follows:
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
USD forward exchange contracts |
|
|
|
Contract amounts |
11,728 |
|
14,741 |
Positive fair values |
394 |
|
176 |
Negative fair values |
1 |
|
12 |
|
|
|
|
JPY forward exchange contracts |
|
|
|
Contract amounts |
2,181 |
|
5,248 |
Positive fair values |
— |
|
93 |
Negative fair values |
11 |
|
24 |
|
|
|
|
CNY forward exchange contracts |
|
|
|
Contract amounts |
1,239 |
|
902 |
Positive fair values |
— |
|
2 |
Negative fair values |
33 |
|
5 |
The gains and losses from foreign exchange contracts are recognized as financing income or expense (see note 29). The contract amounts shown represent the notional principal amounts of the forward contracts. Consistent with the nature of the Group’s activities, the forward exchange contracts have maturities of less than one year; most are due within six months.
14.4 Other assets at amortized cost
Lease receivables
As part of the divestiture of the ebeam lamp business, property, plant and equipment is leased with a financing component to Tetra Pak eBeam Systems SA (non-variable rent payments). In connection with this, equipment with a residual carrying amount of CHF 1.5 million has been reclassified from property, plant and equipment to other assets. In the year under review, this lease contract had no impact on the income statement.
|
|
|
|
|
Lease receivable maturity analysis |
|
|
|
|
In thousands of CHF |
2021 |
2022 – 2025 |
After 2025 |
Total lease receivable |
Undiscounted lease payments |
181 |
621 |
737 |
1,539 |
Interest portion |
(12) |
(42) |
(19) |
(74) |
Net investment lease |
169 |
578 |
718 |
1,465 |
Restricted cash
In relation to the acquisition of Object Research Systems (ORS) Inc., an agreement for compensation of CHF 1.5 million in the post-combination period was concluded with key ORS personnel as a separate transaction. There is also a purchase price holdback of CHF 1.4 million for warranties regarding acquired software technology. For the settlement of these elements, cash was transferred to an escrow account, thus restricting access to these funds (see note 20).
14.5 Other financial liabilities at amortized cost
As part of the acquisition of Object Research Systems (ORS) Inc., a purchase price holdback of CHF 1.4 million was agreed for warranties regarding the acquired software technology (also see explanations in note 14.4).
15 Inventories
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Raw materials and semi-finished products |
37,646 |
|
41,639 |
Work in process |
16,198 |
|
17,128 |
Finished goods |
40,344 |
|
26,417 |
Total inventories |
94,188 |
|
85,184 |
The inventory amounts reflect any necessary individual write-downs for items with a market value below manufacturing cost. The expense recognized for inventory write-downs was CHF 4.7 million (prior year: CHF 4.6 million).
The sale of the ebeam lamp business resulted in a decrease of CHF 1.3 million in inventories. Note 8 provides further information on this transaction.
16 Prepaid expenses
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Contract costs |
1,754 |
|
1,164 |
Other prepaid expenses |
2,920 |
|
7,132 |
Total prepaid expenses |
4,674 |
|
8,296 |
The contract costs represent capitalized sales commissions for agent activities (incremental costs directly attributable to obtaining a contract). In the fiscal year, sales commissions of CHF 2.4 million were recognized in the income statement (prior year: CHF 3.4 million).
The other prepaid expenses consisted largely of prepayments made for the subsequent fiscal year.
17 Property, plant and equipment
|
|
|
|
|
|
Fiscal year 2020 |
|
|
|
|
|
In thousands of CHF |
Real estate |
Plant and equipment |
Other tangible assets |
Assets under construction |
Total property, plant and equipment |
Cost |
|
|
|
|
|
January 1, 2020 |
96,236 |
94,832 |
18,262 |
9,940 |
219,269 |
Acquisition of a subsidiary |
— |
34 |
— |
|
34 |
Additions |
1,965 |
4,260 |
883 |
5,473 |
12,581 |
Commissioning of assets under construction |
15 |
5,428 |
2,182 |
(7,625) |
— |
Reclassifications |
— |
683 |
(683) |
|
— |
Disposals |
(528) |
(9,725) |
(2,551) |
|
(12,804) |
Foreign currency translation differences |
(7) |
(919) |
(501) |
180 |
(1,247) |
December 31, 2020 |
97,681 |
94,593 |
17,593 |
7,968 |
217,834 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
January 1, 2020 |
28,524 |
61,519 |
13,524 |
— |
103,568 |
Additions |
2,479 |
5,827 |
2,176 |
|
10,482 |
Reclassifications |
— |
18 |
(18) |
|
— |
Disposals |
(310) |
(5,734) |
(1,867) |
|
(7,911) |
Foreign currency translation differences |
(4) |
(631) |
(299) |
|
(934) |
December 31, 2020 |
30,689 |
60,998 |
13,517 |
— |
105,204 |
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
January 1, 2020 |
67,712 |
33,312 |
4,738 |
9,940 |
115,702 |
December 31, 2020 |
66,991 |
33,595 |
4,076 |
7,968 |
112,629 |
The disposals of plant and equipment included costs of CHF 4.7 million and cumulative depreciation of CHF 2.2 million associated with the divestiture of the ebeam lamp business (see note 8).
Also in connection with the sale of the ebeam lamp business, property, plant and equipment with a financing component is leased to Tetra Pak eBeam Systems SA (with non-variable rent payments). As a result, plant and equipment with a residual carrying amount of CHF 1.5 million has been reclassified to other assets. This reclassification did not lead to an outflow of funds in the consolidated cash flow statement.
The disposals of other tangible assets in the fiscal year included the reclassification of CHF 0.5 million (prior year: CHF 0.1 million) of internally produced demonstration equipment to inventories, which did not result in an outflow of funds.
Assets pledged or assigned as collateral for Group obligations
At December 31, 2020 and December 31, 2019, all real estate liens (mortgage notes in the amount of CHF 30.0 million) were held within the Group.
|
|
|
|
|
|
Fiscal year 2019 |
|
|
|
|
|
In thousands of CHF |
Real estate |
Plant and equipment |
Other tangible assets |
Assets under construction |
Total property, plant and equipment |
Cost |
|
|
|
|
|
January 1, 2019 |
96,919 |
85,491 |
19,275 |
8,637 |
210,322 |
Additions |
951 |
5,761 |
453 |
6,540 |
13,705 |
Commissioning of assets under construction |
225 |
4,417 |
612 |
(5,254) |
— |
Reclassifications |
(1,706) |
1,646 |
60 |
— |
— |
Disposals |
(132) |
(1,960) |
(1,735) |
— |
(3,827) |
Foreign currency translation differences |
(21) |
(523) |
(403) |
17 |
(930) |
December 31, 2019 |
96,236 |
94,832 |
18,262 |
9,940 |
219,269 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
January 1, 2019 |
26,230 |
57,672 |
12,829 |
— |
96,731 |
Additions |
2,512 |
5,467 |
2,558 |
— |
10,537 |
Impairment |
— |
463 |
— |
— |
463 |
Reclassifications |
(75) |
69 |
6 |
— |
— |
Disposals |
(132) |
(1,805) |
(1,599) |
— |
(3,536) |
Foreign currency translation differences |
(11) |
(347) |
(270) |
— |
(629) |
December 31, 2019 |
28,524 |
61,519 |
13,524 |
— |
103,568 |
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
January 1, 2019 |
70,689 |
27,819 |
6,446 |
8,637 |
113,591 |
December 31, 2019 |
67,712 |
33,312 |
4,738 |
9,940 |
115,702 |
18 Right-of-use assets and lease liabilities
The rights of use and liabilities arising from leases showed the following movement:
|
|
|
|
|
|
Fiscal year 2020 |
|||||
|
Right-of-use assets |
Lease liabilities |
|||
In thousands of CHF |
Buildings |
Equipment |
Other assets |
Total |
|
January 1, 2020 |
11,033 |
640 |
9 |
11,682 |
13,389 |
Acquisition of a subsidiary |
69 |
– |
– |
69 |
69 |
Additions |
13,207 |
387 |
10 |
13,604 |
13,604 |
Disposals |
(316) |
— |
— |
(316) |
(343) |
Depreciation, amortization and impairment |
(3,878) |
(393) |
(9) |
(4,280) |
— |
Accretion of interest |
— |
— |
— |
— |
446 |
Repayment of lease liabilities |
— |
— |
— |
— |
(5,160) |
Foreign currency translation differences |
(142) |
(8) |
— |
(149) |
(162) |
December 31, 2020 |
19,973 |
626 |
11 |
20,610 |
21,842 |
The non-current lease liabilities largely have remaining maturities of two to ten years. The expected future lease payments are presented in note 30.
The increase in right-of-use assets and in lease liabilities is related mainly to the extension of the lease for the Hamburg site.
The additions to right-of-use assets and lease liabilities were non-cash items and are thus not included in cash flow from investing activities.
|
|
|
|
|
|
Fiscal year 2019 |
|||||
|
Right-of-use assets |
Lease liabilities |
|||
In thousands of CHF |
Buildings |
Equipment |
Other assets |
Total |
|
January 1, 2019 |
11,428 |
610 |
17 |
12,055 |
14,163 |
Additions |
3,858 |
504 |
1 |
4,363 |
4,363 |
Disposals |
— |
— |
— |
— |
(62) |
Depreciation, amortization and impairment |
(3,973) |
(451) |
(9) |
(4,433) |
— |
Accretion of interest |
— |
— |
— |
— |
573 |
Repayment of lease liabilities |
— |
— |
— |
— |
(5,440) |
Foreign currency translation differences |
(279) |
(23) |
– |
(302) |
(207) |
December 31, 2019 |
11,033 |
640 |
9 |
11,682 |
13,389 |
The composition of the lease expenses in fiscal 2020 and 2019 is shown below:
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Depreciation, amortization and impairment |
4,280 |
|
4,433 |
Interest expenses |
446 |
|
573 |
Expenses for short-term leases |
51 |
|
103 |
Expense for low-value leases |
4 |
|
7 |
Expense for variable lease payments not included in the measurement of lease liabilities |
29 |
|
40 |
Total lease expenses |
4,809 |
|
5,155 |
Comet has lease agreements containing extension and termination options (see note 2.5). At December 31, 2020, all options either deemed highly likely to be exercised or not to be exercised were taken into account in the valuation of the lease liabilities.
The undiscounted payments of options that were not exercised as at December 31, 2020 amounted to CHF 5.8 million due within the subsequent five years (prior year: CHF 6.4 million) and to CHF 11.8 million for option periods of more than five years (prior year: CHF 11.8 million).
19 Intangible assets
|
|
|
|
|
|
|
Fiscal year 2020 |
|
|
|
|
|
|
In thousands of CHF |
Goodwill and trademarks |
Customer lists |
Technology |
Software |
Other intangible assets |
Total intangible assets |
Cost |
|
|
|
|
|
|
January 1, 2020 |
27,615 |
20,382 |
2,357 |
24,613 |
34 |
75,000 |
Acquisition of a subsidiary |
4,780 |
1,793 |
2,667 |
— |
— |
9,241 |
Additions |
— |
— |
— |
843 |
88 |
931 |
Disposals |
— |
— |
— |
(169) |
— |
(169) |
Foreign currency translation differences |
(11) |
(445) |
(1) |
(64) |
(0) |
(521) |
December 31, 2020 |
32,385 |
21,730 |
5,023 |
25,222 |
122 |
84,482 |
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
January 1, 2020 |
0 |
17,138 |
1,737 |
17,774 |
34 |
36,683 |
Additions |
— |
1,254 |
273 |
2,998 |
— |
4,525 |
Disposals |
— |
— |
— |
(152) |
— |
(152) |
Foreign currency translation differences |
— |
(396) |
2 |
(42) |
(0) |
(436) |
December 31, 2020 |
0 |
17,996 |
2,012 |
20,578 |
34 |
40,620 |
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
January 1, 2020 |
27,615 |
3,244 |
620 |
6,839 |
0 |
38,318 |
December 31, 2020 |
32,385 |
3,734 |
3,012 |
4,644 |
88 |
43,862 |
The categories “goodwill and trademarks”, “customer lists” and “technology” were capitalized in connection with business combinations. More details on the acquisition in the year under review are presented in note 20.
Under a long-term brand strategy, the established Yxlon name is used alongside the Comet brand. The Group therefore deems the capitalized Yxlon brand to have an indefinite useful life.
|
|
|
|
|
|
|
Fiscal year 2019 |
|
|
|
|
|
|
In thousands of CHF |
Goodwill and trademarks |
Customer lists |
Technology |
Software |
Other intangible assets |
Total intangible assets |
Cost |
|
|
|
|
|
|
January 1, 2019 |
28,412 |
20,916 |
2,432 |
21,614 |
276 |
73,650 |
Additions |
— |
— |
— |
3,126 |
— |
3,126 |
Reclassifications |
— |
— |
— |
241 |
(241) |
— |
Disposals |
— |
— |
— |
(67) |
— |
(67) |
Foreign currency translation differences |
(797) |
(534) |
(75) |
(301) |
(1) |
(1,709) |
December 31, 2019 |
27,615 |
20,382 |
2,357 |
24,613 |
34 |
75,000 |
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
January 1, 2019 |
0 |
16,278 |
1,516 |
14,994 |
35 |
32,823 |
Additions |
— |
1,301 |
281 |
3,020 |
— |
4,602 |
Disposals |
— |
— |
— |
(67) |
— |
(67) |
Foreign currency translation differences |
— |
(441) |
(60) |
(173) |
(1) |
(676) |
December 31, 2019 |
0 |
17,138 |
1,737 |
17,774 |
34 |
36,683 |
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
January 1, 2019 |
28,412 |
4,638 |
916 |
6,620 |
241 |
40,827 |
December 31, 2019 |
27,615 |
3,244 |
620 |
6,839 |
0 |
38,318 |
20 Acquisitions
20.1 Acquisitions in 2020
At December 31, 2020, Comet acquired sole ownership of Object Research Systems (ORS) Inc., Montreal, Canada. ORS is a leading provider of 3D visualization and analysis solutions for research and industrial applications. Through the acquisition, Comet has expanded its expertise in machine learning and artificial intelligence. The subsidiary is reported under the Group’s IXS division.
20.2 Acquisitions in 2019
In fiscal year 2019, no companies were acquired or divested, and there were no changes in the ownership interests that the Group controlled in companies.
20.3 Acquired net assets
The assets and liabilities identified within Object Research Systems (ORS) Inc. at the acquisition date are shown in the following table.
|
|
|
In thousands of CHF |
|
Fair value at acquisition date |
Cash and cash equivalents |
|
488 |
Trade receivables |
|
152 |
Other receivables |
|
11 |
Tax receivables |
|
459 |
Property, plant and equipment |
|
34 |
Right-of-use assets |
|
69 |
Intangible assets – brand name |
|
2 |
Intangible assets – technology |
|
2,667 |
Intangible assets – client relationships |
|
1,793 |
Total assets |
|
5,677 |
Trade payables |
|
(8) |
Other payables |
|
(235) |
Accrued expenses |
|
(78) |
Short term lease liabilities |
|
(23) |
Deferred taxes |
|
(1,019) |
Non-current lease liabilities |
|
(46) |
Total liabilities |
|
(1,408) |
Total identified net assets, at fair value |
|
4,268 |
Total consideration transferred |
|
9,046 |
Goodwill, capitalized |
|
4,778 |
The measurement of the assets and liabilities will be completed within fiscal year 2021.
The purchase was treated as a share deal and therefore no deferred taxes on the goodwill arose at the acquisition date. In the future, deferred taxes are expected to be incurred on the intangible assets capitalized (i.e., on technology and client relationships).
20.4 Purchase price
|
|
In thousands of CHF |
Cash flow from acquisition |
Non-contingent consideration |
7,620 |
Purchase price holdback at date of acquisition |
1,426 |
Total consideration |
9,046 |
Liability for purchase price adjustment |
(167) |
Cash and cash equivalents acquired |
(488) |
Net cash outflow on acquisition |
8,391 |
The non-contingent consideration was paid in cash, with the exception of the liability for purchase price adjustment at the balance sheet date. As part of the acquisition, a purchase price holdback of CHF 1.4 million was agreed for warranties regarding the acquired software technology. This purchase price holdback was paid into an escrow account (see note 14).
To ensure the full transfer of expertise, arrangements for contingent compensation of CHF 1.5 million were agreed with key personnel. This is deemed compensation for post-combination services and is therefore not counted as part of the consideration for the acquisition. Cash for the payment of this contingent compensation was likewise transferred to an escrow account (see note 14).
20.5 Effect on consolidated results
The 2020 consolidated income statement does not include any sales or net income from the acquisition, as the transaction closed on December 31, 2020.
If the acquisition had been completed one year earlier, at January 1, 2020, additional sales of CHF 1.6 million and a net loss of CHF 0.5 million from the subsidiary would have been recognized by the Comet Group in fiscal 2020.
20.6 Transaction costs
The transaction costs of CHF 0.3 million incurred are recognized in general and administrative expenses.
21 Impairment test of goodwill and intangible assets with indefinite useful lives
The impairment test for goodwill and other intangible assets with indefinite useful lives was performed as at September 30, 2020. For the purpose of the impairment test, the assets to be tested were allocated to and measured as the following two cash generating units, at the level of the IXS division and (within the IXM division) at the level of the IXT business unit:
- X-Ray Systems (IXS), as the relevant cash generating unit for all activities of the historically acquired Yxlon group and for the FeinFocus product group, with the exception of the generator business;
- Industrial X-Ray Technology (IXT), for the generator business acquired as part of the acquisition of Yxlon.
The impairment test is based on the value in use method. The recoverable amount is determined from the present value of the future cash flows (DCF valuation). The calculations are based on the Board-approved rolling forecast current at the time of the impairment test, and on the Board-approved rolling medium-term plan for 2021 to 2023. Using experience-based estimates, the amounts in the forecast and in the medium-term plan are based on growth projections for net sales, operating income and other parameters, taking into consideration the estimated market trends in the various regions. Cash flows beyond the forecast period are extrapolated using an assumed growth rate of 1% to 1.5%, which is within the expected rate of market growth. The assumptions applied in determining value in use correspond to the expected long-term average growth rate of the X-Ray Systems division’s operating business and of the generator business of Industrial X-Ray Modules. Input variables with a critical impact on the outcome of the impairment test are the assumed rates of sales growth and the projected trend in operating income.
In connection with the acquisition of Object Research Systems (ORS) Inc. effective December 31, 2020, the X-Ray Systems (IXS) division recognized goodwill in the amount of CHF 4.8 million. This goodwill was not tested for impairment.
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount of the assets tested |
|
|
|
|
|
|
|
|
|
|
|
|
X-Ray Systems (IXS) CGU |
|
Industrial X-Ray Technology (IXT) CGU |
|
Total |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Goodwill |
23,341 |
|
18,573 |
|
6,873 |
|
6,873 |
|
30,214 |
|
25,446 |
Trademarks (Yxlon) |
2,171 |
|
2,169 |
|
— |
|
0 |
|
2,171 |
|
2,169 |
Total carrying amount |
25,512 |
|
20,742 |
|
6,873 |
|
6,873 |
|
32,385 |
|
27,615 |
|
|
|
|
|
|
|
|
Assumptions applied in the valuation model |
|
|
|
|
|
|
|
|
X-Ray Systems (IXS) CGU |
|
Industrial X-Ray Technology (IXT) CGU |
||||
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Discount rate (WACC) before tax |
12.0% |
|
12.5% |
|
11.1% |
|
11.4% |
Growth rate of terminal value |
1.0% |
|
1.5% |
|
1.5% |
|
1.5% |
Sensitivities to the assumptions applied in the valuation model
The measurement of the values in use of the X-Ray Systems CGU (IXS) and the Industrial X-Ray Technology CGU (IXT) is sensitive to the following assumptions in the planning period (2021 to 2023):
- Growth assumptions: Sales revenue is projected by product group and region. Based on the recovering situation of 2020 as the starting point, the average annual rate of sales growth is assumed to be 17% for IXS (prior year: 7%) and 12% for IXT (prior year: 11%).
- Gross margins: Gross margins in the medium term are expected to average approximately 37% for IXS (prior year: 38%) and 44% for IXT (prior year: 46%). Target achievement also depends in part on the trend in the purchasing prices of materials.
- Foreign exchange rates: The movement in exchange rates between the Swiss franc and the euro and US dollar has an effect on company value. The forecasts are based on September 2020 exchange rates.
- Discount rate (WACC): The capital costs were determined based on borrowing costs (before tax) and on the long-term risk-free rate, a small-cap premium, and a market risk premium weighted by a Comet-specific beta factor.
No impairment was recognized in the year under review and Comet believes that, with a realistic change in the material assumptions, the recoverable amount would not fall below the carrying amount.
22 Debt
On April 20, 2016 a five-year, CHF 60 million bond was issued. The bond has a coupon rate of 1.875% and is listed on the SIX Swiss Exchange (ticker symbol COT16; Swiss security number 32061943). Its effective interest rate is 2%. In the first half of 2020 the bond, which is due April 20, 2021 and was recognized at CHF 60 million in the balance sheet at December 31, 2020, was reclassified from non-current to current debt. The Group did not have non-current debt at December 31, 2020.
At the end of the fiscal year under review, Comet had undrawn credit facilities of CHF 58.5 million (prior year: CHF 46.6 million). Of this total, CHF 6.2 million (prior year: CHF 4.3 million) was reserved for hedging transactions.
|
|
|
|
|
|
|
Fiscal year 2020 |
|
|
|
|
|
|
In thousands of CHF |
Jan. 1, 2020 |
Cash flows |
Reclassif. from non-current to current |
Unwinding of discount, and remeasurement |
Foreign currency translation differences |
Dec. 31, 2020 |
Current debt |
12,000 |
(12,000) |
59,893 |
83 |
— |
59,976 |
Non-current debt |
59,893 |
— |
(59,893) |
— |
— |
— |
Total debt |
71,893 |
(12,000) |
— |
83 |
— |
59,976 |
|
|
|
|
|
|
|
Fiscal year 2019 |
|
|
|
|
|
|
In thousands of CHF |
Jan. 1, 2019 |
Cash flows |
Reclassif. from non-current to current |
Unwinding of discount, and remeasurement |
Foreign currency translation differences |
Dec. 31, 2019 |
Current debt |
5,000 |
4,000 |
3,000 |
— |
— |
12,000 |
Non-current debt |
62,812 |
— |
(3,000) |
81 |
0 |
59,893 |
Total debt |
67,812 |
4,000 |
— |
81 |
0 |
71,893 |
23 Trade and other payables
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Trade payables |
26,733 |
|
26,306 |
Sundry payables |
4,985 |
|
3,889 |
Sales commissions |
4,890 |
|
4,204 |
Total financial liabilities |
36,608 |
|
34,398 |
Sales tax and value-added tax |
681 |
|
2,211 |
Total other payables |
681 |
|
2,211 |
Total trade and other payables |
37,289 |
|
36,609 |
24 Accrued expenses
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Accrued staff costs |
8,613 |
|
5,733 |
Other accrued expenses |
12,816 |
|
12,737 |
Total accrued expenses |
21,429 |
|
18,470 |
Accrued staff costs consist mainly of the amount accrued for performance-based compensation, and employees’ vacation and overtime credits. The item “other accrued expenses” relates to outstanding invoices and payables of the fiscal year.
25 Provisions
|
|
|
|
Fiscal year 2020 |
|
|
|
In thousands of CHF |
Warranties |
Other provisions |
Total provisions |
January 1, 2020 |
7,113 |
2,244 |
9,357 |
Added |
6,235 |
1,225 |
7,460 |
Used |
(4,342) |
(450) |
(4,792) |
Released |
(2,710) |
(482) |
(3,192) |
Foreign currency translation differences |
(295) |
(2) |
(297) |
December 31, 2020 |
6,000 |
2,535 |
8,535 |
Of which: |
|
|
|
January 1, 2020 |
|
|
|
Current provisions |
7,113 |
2,233 |
9,346 |
Non-current provisions |
— |
11 |
11 |
December 31, 2020 |
|
|
|
Current provisions |
6,000 |
2,466 |
8,466 |
Non-current provisions |
— |
69 |
69 |
The provision for warranties covers the risk of expenses for defects that have not occurred to date, but could potentially occur until the end of the warranty periods. Warranty provisions are measured based on historical experience.
The divestiture of the ebeam lamp business resulted in a decrease of CHF 0.5 million in warranty provisions in the year under review. The provision was transferred to the new owner with the entire asset group. Further information on the disposal is provided in note 8.
The additions to “other provisions” were related to the ongoing restructuring of the IXS division.
26 Employee benefits
26.1 Defined benefit plans
Comet maintains defined benefit pension plans in Switzerland and Germany. These plans differ according to their particular purpose (retirement, disability, and/or survivor benefits) and are based on the legal requirements in the respective countries.
Switzerland
The defined benefit plans are managed within a multi-employer pension fund. This is a separate legal entity falling under the Swiss Federal Act on Occupational Retirement, Survivors’ and Disability Pensions (the BVG). The pension fund maintains a main (“base”) plan for employees that provides the legally required benefits, and a supplemental plan that provides benefits in respect of pay components above the statutory range. The base plan was switched to a fully insured pension model effective January 1, 2018, as was the supplemental plan with effect from January 1, 2019. From 2019, all investment risk is thus carried by the pension fund, or ultimately by the insurer. Both plans are administered by the multi-employer pension fund, which is in the form of a foundation organized by an insurance company. The pension fund is managed by the foundation’s board of directors, which is composed of equal numbers of employee and employer representatives and is required to act in the interests of the plan participants.
Plan participants are insured against the financial consequences of old age, disability and death. The benefits are specified in a set of regulations. Minimum levels of benefits are prescribed by law. Contribution levels are set as a percentage of the insured portion of employees’ pay. The retirement benefit is calculated as the retirement pension asset existing at the time of retirement, multiplied by the conversion rate specified in the regulations. Plan participants can opt to receive their principal as a lump sum instead of drawing a pension. The supplemental plan as a rule pays out a lump sum, but a pension can be drawn on request. The amounts of the disability and survivor pensions are defined as a percentage of insured pay.
Germany
In Germany there is a closed plan with pension commitments which no longer has active participants. The obligations in respect of current pension payments and deferred pensions are recognized in the balance sheet.
|
|
|
|
|
|
|
|
Principal actuarial assumptions |
|
|
|
|
|
|
|
|
Switzerland |
|
Germany |
||||
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Discount rate at January 1 |
0.20% |
|
0.70% |
|
0.60% |
|
1.60% |
Discount rate at December 31 |
0.15% |
|
0.20% |
|
0.40% |
|
0.60% |
Expected rate of salary increases |
1.00% |
|
1.00% |
|
– |
|
– |
Life tables used as basis for life expectancies |
BVG 2015 GT |
|
BVG 2015 GT |
|
Heubeck 2018 GT |
|
Heubeck 2018 GT |
Movement in present value of defined benefit obligation, in plan assets and in net carrying amount for defined benefit plans
|
|
|
|
Fiscal year 2020 |
|
|
|
In thousands of CHF |
Present value of defined benefit obligation |
Fair value of plan assets |
Net carrying amount recognized in balance sheet |
January 1 |
(88,042) |
74,268 |
(13,774) |
Current service cost |
(3,561) |
– |
(3,561) |
Administration cost, excl. cost of managing plan assets |
(43) |
– |
(43) |
Current service cost |
(3,604) |
— |
(3,604) |
Interest (expense)/income |
(179) |
147 |
(32) |
Defined benefit cost recognized in the income statement |
(3,782) |
147 |
(3,636) |
Return on plan assets, excluding interest income |
– |
248 |
248 |
Actuarial loss arising from changes in financial assumptions |
(463) |
– |
(463) |
Actuarial gain arising from experience adjustments |
1,607 |
– |
1,607 |
Defined benefit cost recognized in other comprehensive income |
1,144 |
248 |
1,392 |
Benefits paid-in/deposited |
15,903 |
(15,880) |
24 |
Employee contributions |
(2,049) |
2,049 |
— |
Employer contributions |
– |
2,654 |
2,654 |
Foreign currency translation differences |
2 |
(1) |
1 |
December 31 |
(76,823) |
63,484 |
(13,340) |
Reported as an asset |
|
|
— |
Reported as a liability |
|
|
(13,340) |
The average duration of the defined benefit obligation was 12.7 years.
|
|
|
|
Fiscal year 2019 |
|
|
|
In thousands of CHF |
Present value of defined benefit obligation |
Fair value of plan assets |
Net carrying amount recognized in balance sheet |
January 1 |
(84,452) |
74,513 |
(9,939) |
Current service cost |
(3,703) |
– |
(3,703) |
Past service cost |
648 |
– |
648 |
Administration cost, excl. cost of managing plan assets |
(41) |
– |
(41) |
Current service cost |
(3,096) |
— |
(3,096) |
Interest (expense)/income |
(609) |
530 |
(79) |
Defined benefit cost recognized in the income statement |
(3,705) |
530 |
(3,175) |
Return on plan assets, excluding interest income |
– |
(39) |
(39) |
Actuarial losses arising from changes in financial assumptions |
(3,668) |
– |
(3,668) |
Actuarial gains arising from experience adjustments |
283 |
– |
283 |
Defined benefit cost recognized in other comprehensive income |
(3,385) |
(39) |
(3,425) |
Benefits paid-in/deposited |
5,474 |
(5,454) |
20 |
Employee contributions |
(2,051) |
2,051 |
— |
Employer contributions |
– |
2,712 |
2,712 |
Foreign currency translation differences |
77 |
(45) |
33 |
December 31 |
(88,042) |
74,268 |
(13,774) |
Reported as an asset |
|
|
— |
Reported as a liability |
|
|
(13,774) |
For the defined benefit plans in Switzerland, the board of directors of the pension fund had decided in 2019 to reduce the pension conversion rates with effect from the year 2022. These plan amendments led to a negative past service cost (i.e., they resulted in income) and a corresponding reduction in the defined benefit obligation. The positive pre-tax effect of CHF 0.6 million was distributed across the 2019 operating income of the divisions as follows: PCT: CHF 0.2 million; IXM: CHF 0.3 million; EBT: CHF 0.1 million.
|
|
|
|
|
|
|
|
Key figures by country |
|
|
|
|
|
|
|
|
Switzerland |
|
Germany |
||||
|
|
|
|
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
|
2020 |
|
2019 |
Present value of defined benefit obligation |
(74,829) |
|
(85,969) |
|
(1,994) |
|
(2,072) |
Fair value of plan assets |
62,381 |
|
73,116 |
|
1,103 |
|
1,152 |
Net carrying amount recognized in the balance sheet |
(12,448) |
|
(12,854) |
|
(892) |
|
(920) |
|
|
|
|
|
|
|
|
Defined benefit cost recognized in the income statement |
(3,631) |
|
(3,164) |
|
(5) |
|
(11) |
Defined benefit cost recognized in other comprehensive income |
1,382 |
|
(3,195) |
|
10 |
|
(230) |
The employer contributions to the plans in Switzerland for fiscal year 2021 are expected to amount to CHF 3.5 million.
|
|
|
|
Major categories of plan assets |
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Assets from insurance contract |
63,484 |
|
74,268 |
Total plan assets without a quoted market price |
63,484 |
|
74,268 |
As the base plan and the supplemental plan are managed under a fully insured model, all investment risk is carried by the pension fund, or ultimately by the insurer. The plan assets are therefore reported as the item “assets from insurance contract”.
Companies of the Comet Group do not make loans to the pension plans and do not utilize any real estate held by the plans.
Sensitivities
The following table presents an analysis of how the reported present value of the defined benefit obligation would change in response to hypothetical changes in the actuarial assumptions.
|
|
|
|
|
|
|
|
Sensitivity of present value of defined benefit obligation to different scenarios |
|
|
|
|
|
|
|
|
Switzerland |
|
Germany |
||||
|
|
|
|
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
|
2020 |
|
2019 |
Discount rate: 0.25% decrease |
77,294 |
|
88,712 |
|
2,059 |
|
2,143 |
Discount rate: 0.25% increase |
72,529 |
|
83,412 |
|
1,932 |
|
2,006 |
Expected rate of salary growth: 0.25% decrease |
74,704 |
|
85,839 |
|
1,994 |
|
2,072 |
Expected rate of salary growth: 0.25% increase |
74,947 |
|
86,086 |
|
1,994 |
|
2,072 |
Life expectancy: 1-year increase |
75,601 |
|
86,803 |
|
2,089 |
|
2,171 |
Life expectancy: 1-year decrease |
74,055 |
|
85,138 |
|
1,900 |
|
1,974 |
26.2 Defined contribution plans
The contributions paid to defined contribution plans in the fiscal year amounted to CHF 5.7 million (prior year: CHF 6.1 million).
26.3 Length-of-service awards
Comet grants length-of-service awards to its employees after a certain number of years of service, in the form of lump-sum payments that increase in amount with the number of years of employment. The provision for this item changed as follows in the year under review:
|
|
|
|
In thousands of CHF |
2020 |
|
2019 |
Provision at January 1 |
1,476 |
|
1,368 |
Current service cost |
181 |
|
192 |
Interest cost |
5 |
|
16 |
Benefits paid |
(143) |
|
(135) |
Actuarial losses/(gains) |
(46) |
|
64 |
Foreign currency translation differences |
(5) |
|
(29) |
Provision at December 31 |
1,468 |
|
1,476 |
27 Equity capital structure and shareholders
27.1 Capital stock
The capital stock at January 1, 2020 was CHF 7,764,208, divided into 7,764,208 registered shares with a par value of CHF 1.00 per share.
In fiscal year 2020 the capital stock was increased by 3,679 shares from the portion of authorized capital designated for equity-based compensation. Including the increase of 3,679 shares from this portion of authorized capital, Comet Holding AG at December 31, 2020 thus had a new total of CHF 7,767,887 of capital stock, divided into 7,767,887 registered shares with a par value of CHF 1.00 per share. The capital stock is fully paid in.
At its meeting on June 26, 2020 the Board of Directors established that the capital increase from authorized capital for equity-based compensation was properly performed. The information in the commercial register, and the Bylaws of Comet Holding AG, were updated to reflect the change in capital stock.
|
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
Number of shares |
Par value in CHF |
|
Number of shares |
Par value in CHF |
January 1 |
7,764,208 |
7,764,208 |
|
7,759,882 |
7,759,882 |
Increase in capital from the portion of authorized capital designated for equity compensation |
3,679 |
3,679 |
|
4,326 |
4,326 |
December 31 |
7,767,887 |
7,767,887 |
|
7,764,208 |
7,764,208 |
At the balance sheet date, Comet Holding AG held no treasury stock (prior year: nil).
27.2 Authorized capital for equity compensation
Under section 3b of its Bylaws, a portion of the Company’s unissued authorized capital is designated for use only as equity-based compensation (in German this portion is known as “bedingtes Aktienkapital”). In such a capital increase, stock is issued to Executive Committee members and/or Board members of Comet Holding AG. 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.
In May 2020, in accordance with the compensation plan, the members of the Board of Directors were granted a total of 1,751 shares of stock in payment of CHF 176,028 of fixed retainers due for fiscal year 2019. In addition, as part of their compensation for 2020, the members of the Board of Directors were granted a total of 873 shares in payment of CHF 87,763 of fixed retainers due for the period from January 1, 2020 to the 2020 Annual Shareholder Meeting. The fully paid shares were applied to the retainers due at a price of CHF 100.53 per share.
Members of the Executive Committee were granted a total of 1,055 shares in payment of CHF 106,059 of profit-sharing compensation due for fiscal year 2019. The fully paid shares were applied to the compensation due at a price of CHF 100.53 per share.
As a result of these grants of a total of 3,679 shares made in 2020, the Company’s unissued authorized capital for equity-based compensation showed the following movement:
|
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
Number of shares |
Par value in CHF |
|
Number of shares |
Par value in CHF |
January 1 |
198,912 |
198,912 |
|
203,238 |
203,238 |
Increase in capital (awards to Board of Directors for prior term’s retainer and to Executive Committee for prior year’s profit-sharing compensation) |
(3,679) |
(3,679) |
|
(4,326) |
(4,326) |
December 31 |
195,233 |
195,233 |
|
198,912 |
198,912 |
At the end of the year, the remaining unissued authorized capital for equity-based compensation was CHF 195,233, or 2.5% of the existing capital stock.
27.3 Authorized capital for other capital increases
At December 31, 2020, in addition to shares outstanding and to unissued authorized capital for equity compensation, the Company had unissued authorized capital for purposes set out in section 3a of the Bylaws (in German: “genehmigtes Aktienkapital”). The Annual Shareholder Meeting on April 23, 2020 authorized the Board of Directors to increase the capital stock, at any time until April 23, 2022, by a maximum of CHF 0.8 million by issuing up to 800,000 fully payable registered shares with a par value of CHF 1.00 per share, which represents 10.3% of the existing capital stock. Increases by way of firm commitment underwriting and increases by part of the total authorized amount are permitted. The amount of the respective issue, the date when entitlement to dividend commences, the terms of any exercise of pre-emptive rights and the nature of the contributions are determined by the Board of Directors.
The Board of Directors is authorized to exclude shareholders’ subscription rights and assign these rights to third parties if the shares in question are to be used for the acquisition of companies via equity swaps or to finance the cash purchase of companies or parts of companies, or to finance new investment projects of Comet Holding AG, or for providing an ownership interest to an industrial partner (either in order to cement a strategic alliance or in the event of a takeover offer for the Company). Stock for which pre-emptive rights are granted but not exercised must be sold by the Company at market prices.
27.4 Significant shareholders
At December 31, 2020 the Company, according to disclosure notifications, had the following significant shareholders (defined for this purpose as shareholders with voting rights representing 3% or more 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 |
Haldor Foundation |
Tringle Investment Pte Ltd |
10.13% |
Pictet Asset Management SA (Direction de Fonds) |
|
5.07% |
UBS Fund Management (Switzerland AG) |
|
3.63% |
The Company has not been notified of nor is aware of any other shareholders that held 3% or more of its shares. To the best of the Company’s knowledge, there were no voting pool agreements.
28 Off-balance sheet transactions
28.1 Contingent liabilities
As a global company, Comet is exposed to numerous legal risks. These can include, especially, risks relating to product liability, patent law, export regulations, tax law and competition law. The outcomes of currently pending and future legal proceedings cannot be predicted with certainty. Expenses may therefore be incurred that are not, or not fully, covered by insurance benefits and which may thus have effects on the business trajectory and on future financial results.
Provisions are established inasmuch as the financial consequences of a past event can be estimated reliably and the estimate can be confirmed by independent expert opinion. Contingent liabilities that are likely to result in an obligation are included under provisions.
28.2 Other off-balance sheet obligations
As part of its operating activities, Comet had purchase obligations at the balance sheet date totaling CHF 17.5 million (prior year: CHF 16.6 million), of which CHF 9.4 million were current in nature (prior year: CHF 10.7 million) and CHF 8.1 million mature in the five-year period that begins in 2022 (prior year: CHF 5.9 million). The payment obligations arise from off-balance sheet offtake agreements with suppliers, most of which are set out in master agreements.
There were no investment or capital commitments at December 31, 2020 (prior year: nil).
29 Financial instruments
29.1 Classes of financial instruments
|
|
|
|
|
|
Fiscal year 2020 |
|
|
|
|
|
In thousands of CHF |
Financial assets |
Financial liabilities |
|
||
|
FVTPL 1 |
At amortized cost |
FVTPL 1 |
At amortized cost |
Fair value |
|
|
|
|
|
|
Cash and cash equivalents |
|
74,681 |
|
|
* |
Trade and other receivables, net |
|
52,602 |
|
|
* |
Contract assets |
|
5,561 |
|
|
* |
Derivatives |
394 |
|
45 |
|
349 |
Other assets – financial assets, excluding derivatives |
|
3,122 |
|
|
* |
Current debt, fixed rate |
|
|
|
59,976 |
60,180 |
Trade and other payables |
|
|
|
36,608 |
* |
Liability for purchase price holdback for warranties |
|
|
|
1,426 |
* |
Lease liabilities |
|
|
|
21,842 |
* |
Total |
394 |
135,966 |
45 |
119,852 |
|
Interest income or (expense) |
— |
77 |
— |
(1,916) |
|
Gain or (loss) on derivatives |
2,155 |
— |
(216) |
— |
|
Change in impairment and losses on trade receivables |
|
(438) |
|
|
|
Total net gain or (loss) recognized in the income statement |
2,155 |
(361) |
(216) |
(1,916) |
|
1 At fair value through profit or loss.
* The carrying amount approximates fair value.
IFRS require all financial instruments which are held at fair value, and all reported fair values, to be categorized into three classes (or “levels”) according to whether the fair values are based on quoted prices in active markets (Level 1), on models using other observable market data (Level 2), or on models using unobservable inputs (Level 3).
The only financial instruments that Comet recognized at fair value are derivatives held for currency hedging. The measurement of the derivatives falls into Level 2 of the fair value measurement hierarchy under IFRS 13.
|
|
|
|
|
|
Fiscal year 2019 |
|
|
|
|
|
In thousands of CHF |
Financial assets |
Financial liabilities |
|
||
|
FVTPL 1 |
At amortized cost |
FVTPL 1 |
At amortized cost |
Fair value |
|
|
|
|
|
|
Cash and cash equivalents |
|
60,255 |
|
|
* |
Trade and other receivables, net |
|
56,138 |
|
|
* |
Derivatives |
271 |
|
41 |
|
230 |
Non-current financial assets |
|
367 |
|
|
* |
Current debt |
|
|
|
12,000 |
12,042 |
Trade and other payables |
|
|
|
34,398 |
* |
Lease liabilities |
|
|
|
13,389 |
* |
Non-current debt, fixed rate |
|
|
|
59,893 |
60,870 |
Total |
271 |
116,760 |
41 |
119,680 |
|
Interest income or (expense) |
— |
108 |
— |
(1,999) |
|
Gain or (loss) on derivatives |
636 |
— |
(1,104) |
— |
|