EN

Notes to the consolidated financial statements 

 

 

 

Nature of the business activities

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 “Comet Yxlon” brands, the Group helps its customers optimize the quality, reliability and efficiency of their products and processes. Comet 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.

Accounting policies

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 IFRS Accounting Standards. All IFRS Accounting Standards 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, individual numbers in the consolidated financial statements may not sum precisely to the totals indicated.

02.1 Changes in accounting policies

Revised and new accounting rules

With effect from January 1, 2023, Comet has applied the following new or adjusted IFRS Accounting Standards/IFRIC for the first time:

  • IAS 1 – Presentation of Financial Statements: Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
  • IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments to IAS 8)
  • IAS 12 – Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)
  • IAS 12 – Income Taxes: Pillar Two Model Rules (Amendments to IAS 12)

The new or amended standards and interpretations had no material effect on the Group’s financial position, results of operations and cash flows.

02.2 New accounting rules becoming effective in subsequent periods

 

 

 

 

Standard

Expected impact

Effective date

Planned adoption by Comet

IAS 1 – Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

*

Jan. 1, 2024

Fiscal year 2024

IFRS 16 – Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

*

Jan. 1, 2024

Fiscal year 2024

IAS 1 – Non-current Liabilities with Covenants (Amendments to IAS 1)

*

Jan. 1, 2024

Fiscal year 2024

IAS 7 and IFRS 7 – Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

*

Jan. 1, 2024

Fiscal year 2024

IAS 21 – Lack of Exchangeability (Amendments to IAS 21)

*

Jan. 1, 2025

Fiscal year 2025

* 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 18 and 19): 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 23) are, by definition, liabilities of uncertain amount. Future events can thus lead to adjustments that affect income.
  • Deferred tax assets (see note 10) 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 24): The Group operates employee benefit plans for its staff that are classified as defined benefit plans under IFRS Accounting Standards. 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 24.
Business environment

After an upswing lasting several years, the semiconductor industry cycle shifted into a correction, with declining semiconductor sales in 2023. The reasons are the overcapacity that the industry built up in the boom years and the fact that this excess capacity has coincided with high inventories and a slowdown in demand for microchips. This constellation of circumstances led to a slump in orders for semiconductor manufacturing equipment and thus also for process-critical components from Comet. The PCT division was the one most affected by these developments, while the x-ray divisions IXS and IXM held up better, as they operate mainly in markets other than the semiconductor industry. Despite short-term turbulence, the outlook for the semiconductor industry and its suppliers remains bright. The continuing comprehensive digitalization of the economy and society leads us to expect strong demand in the coming years.

With respect to ongoing uncertainties (for example, potential supply chain issues) and geopolitical tensions, Comet critically reviewed the assumptions and estimates that affect the financial position, results of operations and cash flows. In this review, no relevant changes were identified that would have a material impact on these financial statements.

02.4 Consolidation

02.4.1 Basis of consolidation

In 2023, there were no changes in the basis of consolidation from the prior year.

The consolidated financial statements thus comprise the accounts of the companies listed below:

 

 

 

 

 

Company

Registered office

Equity interest and voting rights in %

 

 

2023

 

2022

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 Solutions Taiwan Ltd.

Hsinchu County, Taiwan

100%

 

100%

Comet Technologies Canada Inc.

Montreal, Canada

100%

 

100%

Comet Technologies Denmark A/S

Taastrup, Denmark

100%

 

100%

Comet Technologies Japan KK

Yokohama, Japan

100%

 

100%

Comet Technologies Korea Co. Ltd.

Suwon, Korea

100%

 

100%

Comet Technologies Malaysia Sdn. Bhd.

Penang, Malaysia

100%

 

100%

Comet Technologies USA, Inc.

Shelton, CT, USA

100%

 

100%

Comet Yxlon GmbH

Hamburg, Germany

100%

 

100%

Yxlon (Beijing) X-Ray Equipment Trading Co. Ltd.

Beijing, China

100%

 

100%

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 partly 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing rate

 

Average rate

 

 

 

 

 

 

 

 

 

 

Country or region

 

 

Dec. 31, 2023

 

Dec. 31, 2022

 

2023

 

2022

USA

USD

1

0.841

 

0.925

 

0.899

 

0.955

Eurozone

EUR

1

0.929

 

0.990

 

0.972

 

1.005

China

CNY

1

0.118

 

0.134

 

0.127

 

0.142

Japan

JPY

100

0.597

 

0.705

 

0.641

 

0.731

Denmark

DKK

1

0.125

 

0.133

 

0.130

 

0.135

Republic of Korea

KRW

1,000

0.650

 

0.734

 

0.689

 

0.742

Malaysia

MYR

1

0.183

 

0.210

 

0.198

 

0.217

Canada

CAD

1

0.635

 

0.683

 

0.666

 

0.734

Taiwan

TWD

100

2.751

 

3.007

 

2.886

 

3.209

02.5 Measurement and recognition policies

Revenue recognition (sales and other income)

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. In principle, 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 include short-term highly liquid cash investments and time deposits with original maturities of up to three months. Time deposits and similar instruments with original maturities of more than three months, but less than twelve months, are classified as other current financial assets.

Trade and other receivables and contract assets

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 and liabilities 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 and liabilities are recognized at fair value in the balance sheet. Changes in fair 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.

In the fiscal year as in the prior year, no hedge accounting under IFRS 9 was applied to any hedging transactions.

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

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):

 

 

 

Maximum extension

Buildings and warehouses

3 years

Plant and equipment

2 years

Vehicles and other tangible assets

1 year

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 note 2, 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).

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. 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.

Treasury stock

Comet purchases treasury stock for share-based compensation of the Executive Committee and Board of Directors. Treasury stock is recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. Comet applies the first-in-first-out (FIFO) principle when using treasury stock for share-based compensation programs. In general, treasury stock is not held for more than six years at maximum. In the event of a resale, the gain or loss is recognized through the income statement as financing income or expense.

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. In addition, Comet evaluates at year-end whether there are any indications of impairment of non-financial assets. 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.

Net sales

03 Net sales

In the following tables, sales revenue is analyzed by region and by market sector. 

 

 

 

 

 

 

 

 

 

In thousands of CHF

Plasma Control Technologies (PCT)

X-Ray Systems (IXS)

Industrial X-Ray Modules (IXM)

Consolidated

 

2023

2022

2023

2022

2023

2022

2023

2022

Geographic region

 

 

 

 

 

 

 

 

Europe

10,390

9,710

26,887

26,299

35,248

28,341

72,525

64,350

North America

55,614

184,290

13,957

16,167

23,165

21,487

92,736

221,944

Asia

126,976

187,211

68,961

81,017

28,027

24,133

223,965

292,361

Rest of world

176

213

7,021

6,461

1,031

1,065

8,228

7,739

Total net sales

193,155

381,424

116,826

129,944

87,472

75,026

397,453

586,395

 

 

 

 

Sales split by market sector

 

 

 

In thousands of CHF

2023

 

2022

PCT

 

 

 

Semiconductor

175,077

 

358,800

Others

18,078

 

22,624

Total, PCT

193,155

 

381,424

 

 

 

 

IXS

 

 

 

Automotive

32,402

 

37,598

Electronics

51,472

 

58,095

Science & new materials

19,124

 

17,359

Aerospace

10,476

 

11,978

Others

3,352

 

4,915

Total, IXS

116,826

 

129,944

 

 

 

 

IXM

 

 

 

Non-destructive testing

57,126

 

43,698

Security

12,890

 

14,551

Others

17,455

 

16,778

Total, IXM

87,471

 

75,027

 

 

 

 

 

 

 

 

Total net sales

397,453

 

586,395

Unsatisfied performance obligations

The unsatisfied or partly unsatisfied performance obligations (so-called order backlog) as of December 31, 2023 amounted to CHF 131 million (prior year: CHF 200 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 12. Contract liabilities from contracts with customers are presented on the face of 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 2023 from contract liabilities existing at the beginning of the reporting period amounted to CHF 10.5 million (prior year: CHF 20.3 million). Material changes in contract balances result from the receipt of customer payments and the invoicing of satisfied performance obligations.

Segment reporting

04 Segment reporting

The Group is managed on the basis of the following three 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.

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, as well as financing income, financing expenses 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 2023

 

 

 

 

In thousands of CHF

Plasma Control Technologies (PCT)

X-Ray Systems (IXS)

Industrial X-Ray Modules (IXM)

Elimination of intersegment activity

Corporate

Consolidated

Net sales

 

 

 

 

 

 

External net sales

193,155

116,826

87,472

397,453

Intersegment sales

134

12,787

(12,921)

Total net sales

193,155

116,961

100,258

(12,921)

397,453

Segment operating income

7,192

671

19,580

761

28,204

Unallocated costs

(3,226)

(3,226)

Operating income

7,192

671

19,580

761

(3,226)

24,978

Interest income

 

 

 

 

 

1,632

Interest (expenses)

 

 

 

 

 

(2,214)

Other financial expenses

 

 

 

 

 

(178)

Net gains on derivative fair value

 

 

 

 

 

1,791

Net losses on foreign exchange

 

 

 

 

 

(7,014)

Income before tax

 

 

 

 

 

18,994

Income tax

 

 

 

 

 

(3,606)

Net income

 

 

 

 

 

15,388

 

 

 

 

 

 

 

EBITDA

18,719

4,923

23,819

761

(3,226)

44,996

EBITDA in % of net sales

9.7%

4.2%

23.8%

 

 

11.3%

 

 

 

 

 

 

 

Assets and liabilities at Dec. 31, 2023

 

 

 

 

 

 

Segment assets

181,421

95,340

88,105

108,713

473,578

Segment liabilities

(52,386)

(44,018)

(14,854)

(66,228)

(177,486)

Net assets

129,035

51,321

73,252

42,484

296,092

Other segment information

 

 

 

 

 

 

Additions to right-of-use asset

4,044

1,010

164

5,217

Additions to property, plant and equipment & intangible assets

19,224

3,282

3,907

26,413

Depreciation, amortization and impairment

11,527

4,252

4,239

20,018

Change in provisions

(443)

(894)

172

(1,165)

Other non-cash expense or (income)

(74)

463

(44)

104

1,945

2,394

Number of employees at year-end

787

463

327

1,577

 

 

 

 

 

 

 

Fiscal year 2022

 

 

 

 

In thousands of CHF

Plasma Control Technologies (PCT)

X-Ray Systems (IXS)

Industrial X-Ray Modules (IXM)

Elimination of intersegment activity

Corporate

Consolidated

Net sales

 

 

 

 

 

 

External net sales

381,424

129,944

75,026

586,395

Intersegment sales

407

13,616

(14,023)

Total net sales

381,424

130,351

88,643

(14,023)

586,395

Segment operating income

94,497

(3,104)

10,868

(1,227)

101,033

Unallocated costs

(2,059)

(2,059)

Operating income

94,497

(3,104)

10,868

(1,227)

(2,059)

98,975

Interest income

 

 

 

 

 

440

Interest (expenses)

 

 

 

 

 

(1,715)

Net losses on derivative fair value

 

 

 

 

 

(192)

Net losses on foreign exchange

 

 

 

 

 

(2,140)

Income before tax

 

 

 

 

 

95,368

Income tax

 

 

 

 

 

(17,259)

Net income

 

 

 

 

 

78,109

 

 

 

 

 

 

 

EBITDA

104,915

1,607

15,677

(1,227)

(2,059)

118,913

EBITDA in % of net sales

27.5%

1.2%

17.7%

 

 

20.3%

 

 

 

 

 

 

 

Assets and liabilities at Dec. 31, 2022

 

 

 

 

 

 

Segment assets

216,730

103,496

88,108

148,467

556,801

Segment liabilities

(75,364)

(53,689)

(17,222)

(78,994)

(225,269)

Net assets

141,365

49,807

70,886

69,473

331,532

Other segment information

 

 

 

 

 

 

Additions to right-of-use asset

20,714

1,558

239

22,511

Additions to property, plant and equipment & intangible assets

16,958

2,384

3,412

22,753

Depreciation, amortization and impairment

10,419

4,711

4,809

19,939

Change in provisions

(318)

1,509

(166)

1,026

Other non-cash expense or (income)

(345)

93

4

58

24

(166)

Number of employees at year-end

998

430

335

1,763

Reconciliation of aggregate segment assets and liabilities to consolidated results

 

 

 

 

In thousands of CHF

2023

 

2022

Operating segments' assets

364,866

 

408,334

Total cash and cash equivalents

86,707

 

125,945

Other assets

2,883

 

3,718

Tax receivables

3,645

 

501

Deferred tax assets

14,951

 

17,940

Comet Holding AG's receivables from third parties

528

 

363

Total assets

473,578

 

556,801

 

 

 

 

Operating segments' liabilities

(111,258)

 

(146,276)

Non-current debt

(59,767)

 

(59,669)

Derivatives used for foreign exchange hedging

 

(11)

Tax payables

(4,661)

 

(17,368)

Deferred tax liabilities

(533)

 

(676)

Comet Holding AG's payables to third parties

(1,267)

 

(1,270)

Total liabilities

(177,486)

 

(225,269)

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

2023

 

2022

Switzerland

5,007

 

6,271

Germany

34,324

 

26,557

Rest of Europe

33,194

 

31,522

Total, Europe

72,525

 

64,350

Total, North America

92,736

 

221,944

China

108,040

 

105,848

Japan

20,626

 

29,500

Rest of Asia

95,299

 

157,013

Total, Asia

223,965

 

292,361

Rest of world

8,228

 

7,739

Total

397,453

 

586,395

Property, plant and equipment, right-of-use assets and intangible assets are allocated to the regions based on the country entities’ location. 

 

 

 

 

Property, plant and equipment, right-of-use assets and intangible assets by region

 

 

 

In thousands of CHF

2023

 

2022

Switzerland

108,935

 

107,764

Germany

37,388

 

41,127

North America

37,562

 

35,543

Rest of world

7,469

 

6,839

Total

191,353

 

191,273

04.3 Sales with key accounts

In the year under review, the Plasma Control Technologies division recorded sales of CHF 71 million with its largest customer, which represented 17.7% of Group sales (prior year: CHF 211 million and 36.1%, respectively).

Other operating income

05 Other operating income 

 

 

 

 

In thousands of CHF

2023

 

2022

Income from the development of prototypes

4,610

 

3,353

Customers' contributions to development projects

28

 

94

Government grants

923

 

413

Miscellaneous income

2,282

 

1,039

Total other operating income

7,843

 

4,899

Staff costs and staff count

06 Staff costs and staff count 

06.1 Staff costs

 

 

 

 

In thousands of CHF

2023

 

2022

Wages and salaries

132,831

 

160,286

Employee benefits

22,728

 

26,244

Total staff costs

155,559

 

186,530

06.2 Staff count

 

 

 

 

 

2023

 

2022

Number of employees at year-end

1,577

 

1,763

Average full-time equivalents during the year

1,548

 

1,599

Development expenses

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.

Amortization, depreciation and impairment

08 Amortization, depreciation and impairment

 

 

 

 

In thousands of CHF

2023

 

2022

Amortization of intangible assets

2,392

 

2,837

Depreciation of right-of-use assets

5,159

 

5,745

Depreciation of property, plant and equipment

12,467

 

10,895

Total amortization and depreciation

20,018

 

19,478

 

 

 

 

Impairment of property, plant and equipment

 

461

Total impairment

 

461

 

 

 

 

Total amortization, depreciation and impairment

20,018

 

19,939

The prior-year impairment of CHF 0.5 million was in relation to planning costs incurred due to a planned building conversion that will not be realized in the near future.

Financing income and expenses

09 Financing income and expenses 

 

 

 

 

In thousands of CHF

2023

 

2022

Interest income from leases

54

 

60

Interest income other

1,578

 

380

Total interest income

1,632

 

440

 

 

 

 

Interest expense for bond

(879)

 

(879)

Interest expense for leases

(1,302)

 

(749)

Interest expense, other

(33)

 

(87)

Total interest expenses

(2,214)

 

(1,715)

Net interest income or (expenses)

(582)

 

(1,275)

 

 

 

 

Other financial expenses

(178)

 

 

 

 

 

Gains on derivative fair value

1,952

 

1,623

Losses on derivative fair value

(161)

 

(1,815)

Net gains or (losses) on derivative fair value

1,791

 

(192)

 

 

 

 

Gains on foreign currency translation

3,264

 

8,065

Losses on foreign currency translation

(10,279)

 

(10,205)

Net gains or (losses) on foreign currency translation

(7,014)

 

(2,140)

 

 

 

 

Total net financing income or (expense)

(5,983)

 

(3,607)

Foreign currency translation gains and losses resulted largely from items denominated in US dollars and euros.

Income tax

10 Income tax

10.1 Current and deferred income tax expense

 

 

 

 

In thousands of CHF

2023

 

2022

Current income tax expense in respect of the current year

3,106

 

26,103

Current income tax expense/(credit) in respect of prior years

(1,568)

 

(273)

Deferred income tax expense/(credit)

2,069

 

(8,572)

Total income tax expense

3,606

 

17,259

10.2 Reconciliation of tax expense

 

 

 

 

In thousands of CHF

2023

 

2022

Income before tax

18,994

 

95,368

Expected income tax at base tax rate of 24.6% (prior year: 20.5%)

4,676

 

19,550

Effect of tax rates other than base tax rate

 

(223)

Effect of tax relief

(594)

 

(2,310)

Effect of non-tax-deductible expenses

362

 

70

Effect of change in tax rate on deferred income tax

551

 

60

Recognition and offset of tax loss carry-forwards not recognized in prior years

35

 

68

Effect of non-recognition of tax loss carryforwards

(8)

 

103

Effect of credits for R&D and domestic manufacturing

(829)

 

(809)

Effect of income tax from other periods

(1,568)

 

(273)

Effect of non-refundable withholding tax

713

 

667

Other effects

268

 

355

Income tax reported in the income statement

3,606

 

17,259

Effective income tax rate in % of income before tax

19.0%

 

18.1%

The expected income tax rate represents the Group’s weighted average 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, Switzerland, in the form of a reduction in cantonal and municipal taxes up to fiscal year 2022. For 2023 the tax reduction was nil (prior year: 50%).

10.3 Deferred tax assets and liabilities

Deferred tax assets and liabilities can be analyzed as follows: 

     

 

 

 

 

 

 

 

2023

 

2022

In thousands of CHF

Assets

Liabilities

 

Assets

Liabilities

Financial instruments

45

(110)

 

46

(102)

Receivables

647

(351)

 

727

(698)

Inventories

4,443

(361)

 

6,656

(516)

Property, plant and equipment

522

(268)

 

279

(333)

Right-of-use assets

(7,300)

 

(10,973)

Intangible assets

132

(1,427)

 

216

(986)

Employee benefit plan assets

59

 

Trade payables and other liabilities

560

(29)

 

716

(108)

Lease liabilities

9,482

 

11,689

Accrued expenses

5,967

 

9,097

Provisions

778

 

1,158

Employee benefit plan liabilities

718

(98)

 

26

(98)

Tax loss carryforwards, and tax credits for R&D and domestic manufacturing

1,009

 

468

Total gross deferred tax of Group companies

24,362

(9,944)

 

31,078

(13,814)

Netting of deferred tax by Group companies

(9,411)

9,411

 

(13,138)

13,138

Amounts in the consolidated balance sheet

14,951

(533)

 

17,940

(676)

The deferred tax assets and liabilities were measured at local tax rates, ranging from 13% to 33.8%. No deferred tax liabilities were established for temporary differences of CHF 187.6 million (prior year: CHF 196.2 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.

10.4 Movement in deferred tax assets and liabilities

 

 

 

 

In thousands of CHF

2023

 

2022

Net asset at January 1

17,264

 

10,722

Origination and reversal of temporary differences recognized in the income statement

(2,245)

 

8,345

Recognition of deferred tax assets on loss carryforwards and R&D credits

354

 

227

Use of tax loss carryforwards

(178)

 

Deferred tax credit in the income statement

(2,069)

 

8,572

Origination and reversal of temporary differences recognized in other comprehensive income

827

 

(1,483)

Foreign currency translation differences

(1,604)

 

(548)

Net asset at December 31

14,418

 

17,264

Reported as assets

14,951

 

17,940

Reported as liabilities

(533)

 

(676)

10.5 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, 2023, tax loss carryforwards stood at CHF 3.8 million (prior year: CHF 3.1 million). Including tax credits for R&D and domestic manufacturing, the resulting deferred tax assets were CHF 1.0 million (prior year: CHF 0.5 million). The existing loss carryforwards can be carried forward indefinitely.

In the fiscal year, there were unrecognized deferred tax assets on tax loss carryforwards of CHF 0.0 million (prior year: 1.1 million).

Earnings per share

11 Earnings per share 

11.1 Basic earnings per share

Basic earnings per share are calculated by dividing net income attributable to ordinary shareholders of Comet Holding AG by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the Group and held as treasury stock.

 

 

 

 

 

2023

 

2022

Weighted average number of shares outstanding

7,773,436

 

7,772,023

Treasury stock held as of year-end

(2,000)

 

Weighted average number of shares outstanding used to determine basic earnings per share

7,771,436

 

7,772,023

Net income used to determine basic earnings per share in thousands of CHF

15,388

 

78,109

Net income per share in CHF, basic

1.98

 

10.05

11.2 Diluted earnings per share

Diluted earnings per share are calculated by dividing net income attributable to ordinary shareholders of Comet Holding AG by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the Group and held as treasury shares, plus any weighted average number of ordinary shares that would be issued on the conversion of all dilutive outstanding equity instruments into ordinary shares.

 

 

 

 

 

2023

 

2022

Weighted average number of shares outstanding

7,773,436

 

7,772,023

Treasury stock held as of year-end

(2,000)

 

Weighted average number of shares outstanding used to determine diluted earnings per share

7,771,436

 

7,772,023

Net income used to determine diluted earnings per share in thousands of CHF

15,388

 

78,109

Net income per share in CHF, diluted

1.98

 

10.05

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.

Trade and other receivables

12 Trade and other receivables 

 

 

 

 

In thousands of CHF

2023

 

2022

Trade receivables, gross

54,321

 

79,217

Impairment of trade receivables

(762)

 

(920)

Trade receivables, net

53,559

 

78,297

Refundable sales taxes and value-added taxes

1,867

 

3,482

Prepayments to suppliers

3,944

 

4,724

Contract assets

1,899

 

453

Sundry receivables

3,543

 

2,147

Total other receivables

11,253

 

10,806

Total trade and other receivables

64,812

 

89,103

The allowance account for impairment of trade receivables showed the following movement:

 

 

 

 

In thousands of CHF

2023

 

2022

January 1

920

 

950

Used

(180)

 

(33)

Added

381

 

444

Released

(293)

 

(418)

Foreign currency translation differences

(66)

 

(23)

December 31

762

 

920

The impairment test of trade receivables performed identified no material change in the risk of default in the year under review.

At the balance sheet date, full impairment was recognized on CHF 0.5 million (prior year: CHF 0.6 million) of trade receivables. Within the item “total other receivables”, 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 2023

 

 

 

 

In thousands of CHF

Expected loss rate

Gross carrying amount

Expected credit loss

Net carrying amount

Trade receivables

 

54,321

762

53,559

Not past due

0.5%

48,994

244

48,750

Over 30 days past due, impairment recognized

0.5%

3,311

15

3,296

Over 60 days past due, impairment recognized

0.8%

1,201

9

1,192

Over 90 days past due, impairment recognized

1.3%

290

3

287

Over 120 days past due, impairment recognized

2.5%

19

1

18

Over 150 days past due, impairment recognized

96.7% 1

507

490

17

1 Individual impairment allowances included.

 

 

 

 

 

Fiscal year 2022

 

 

 

 

In thousands of CHF

Expected loss rate

Gross carrying amount

Expected credit loss

Net carrying amount

Trade receivables

 

79,217

920

78,297

Not past due

0.4%

72,937

256

72,681

Over 30 days past due, impairment recognized

0.5%

2,840

13

2,827

Over 60 days past due, impairment recognized

0.8%

1,107

8

1,098

Over 90 days past due, impairment recognized

1.3%

1,015

13

1,003

Over 120 days past due, impairment recognized

1.8%

184

3

181

Over 150 days past due, impairment recognized

55.3% 1

1,133

627

506

1 Individual impairment allowances included.

Other assets (including financial assets) and financial liabilities

13 Other assets (including financial assets) and financial liabilities

13.1 Other assets, including financial assets 

 

 

 

 

In thousands of CHF

2023

 

2022

Other assets at fair value through profit or loss

 

 

 

Derivatives used for foreign exchange hedging

373

 

634

Total other assets at fair value through profit or loss

373

 

634

 

 

 

 

Other assets at amortized cost

 

 

 

Lease receivable

2,251

 

2,548

Restricted cash – post-combination compensation

 

371

Other non-current financial assets

293

 

576

Total other assets at amortized cost

2,543

 

3,495

 

 

 

 

Total other assets

2,916

 

4,129

Total current

677

 

1,303

Total non-current

2,239

 

2,826

13.2 Other financial liabilities

 

 

 

 

In thousands of CHF

2023

 

2022

Other financial liabilities at fair value through profit or loss

 

 

 

Derivatives used for foreign exchange hedging

 

11

Total other financial liabilities at fair value through profit or loss

 

11

 

 

 

 

Total other financial liabilities

 

11

Total current

 

11

13.3 Derivative financial instruments

At the balance sheet date, open positions in forward exchange contracts were as follows:

 

 

 

 

In thousands of CHF

2023

 

2022

USD forward exchange contracts

 

 

 

Contract amounts

7,425

 

14,723

Positive fair values

260

 

634

 

 

 

 

CNY forward exchange contracts

 

 

 

Contract amounts

5,135

 

1,336

Positive fair values

113

 

Negative fair values

 

11

The gains and losses from foreign exchange contracts are recognized as financing income or expense (see note 9). 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.

13.4 Other assets at amortized cost

Lease receivables

Lease receivables showed the following movement in 2023: 

 

 

 

Lease receivable movement

2023

2022

in thousands of CHF

Lease receivable

Lease receivable

 

 

 

January 1

2,548

2,842

Accretion of interest

54

60

Lease payments received

(352)

(353)

December 31

2,251

2,548

The maturity analysis of the lease receivable is as follows:

 

 

 

 

 

Lease receivable maturity analysis

 

 

 

 

In thousands of CHF

2024

2025 – 2028

After 2028

Total lease receivable

Maturity analysis as of December 31, 2023

 

 

 

 

Undiscounted lease payments

352

1,407

676

2,435

Interest portion

(47)

(120)

(16)

(184)

Lease receivable

304

1,287

660

2,251

 

 

 

 

 

In thousands of CHF

2023

2024 – 2027

After 2027

Total lease receivable

Maturity analysis as of December 31, 2022

 

 

 

 

Undiscounted lease payments

352

1,407

1,027

2,786

Interest portion

(54)

(149)

(35)

(238)

Lease receivable

298

1,259

991

2,548

 

 

 

 

 

Restricted cash

At the time of the acquisition of Comet Technologies Canada Inc., an agree­ment for compensation of CHF 1.5 million in the post-combination period was concluded with key Comet Technologies Canada Inc. personnel as a separate transaction. For the settlement of these elements, cash was transferred to an escrow account in fiscal year 2020, thus restricting access to these funds.

As of December 31, 2023, the amount of this restricted cash was nil, final payment having been made in June 2023 (prior year: CHF 0.4 million).

Inventories

14 Inventories

 

 

 

 

In thousands of CHF

2023

 

2022

Raw materials and semi-finished products

66,028

 

73,749

Work in process

9,929

 

12,364

Finished goods

27,473

 

36,355

Total inventories

103,430

 

122,468

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 1.8 million (prior year: CHF 2.2 million).

Prepaid expenses

15 Prepaid expenses

 

 

 

 

In thousands of CHF

2023

 

2022

Contract costs

377

 

257

Other prepaid expenses

5,386

 

5,184

Total prepaid expenses

5,763

 

5,441

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 1.2 million were recognized in the income statement (prior year: CHF 1.8 million).

The other prepaid expenses consisted largely of prepayments made for the subsequent fiscal year.

Property, plant and equipment

16 Property, plant and equipment

 

 

 

 

 

 

Fiscal year 2023

 

 

 

 

 

In thousands of CHF

Real estate

Plant and equipment

Other tangible assets

Assets under construction

Total property, plant and equipment

Cost

 

 

 

 

 

January 1, 2023

98,162

105,704

19,403

16,423

239,693

Additions

327

15,059

1,843

7,221

24,450

Commissioning of assets under construction

270

13,726

903

(14,899)

Disposals

(2,171)

(706)

(2,877)

Foreign currency translation differences

(3,385)

(1,282)

(339)

(5,006)

December 31, 2023

98,759

128,933

20,161

8,406

256,260

 

 

 

 

 

 

Accumulated depreciation and impairment

 

 

 

 

 

January 1, 2023

35,735

70,027

13,963

119,725

Additions

2,574

7,419

2,474

12,467

Disposals

(1,332)

(589)

(1,921)

Foreign currency translation differences

(1,489)

(920)

(2,409)

December 31, 2023

38,309

74,625

14,928

127,862

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

January 1, 2023

62,427

35,677

5,440

16,423

119,968

December 31, 2023

60,450

54,308

5,233

8,406

128,398

 

 

 

 

 

 

Fiscal year 2022

 

 

 

 

 

In thousands of CHF

Real estate

Plant and equipment

Other tangible assets

Assets under construction

Total property, plant and equipment

Cost

 

 

 

 

 

January 1, 2022

97,991

100,810

18,956

5,688

223,446

Additions

171

2,646

1,773

16,090

20,681

Commissioning of assets under construction

4,442

614

(5,056)

(0)

Disposals

(1,465)

(1,554)

(3,019)

Foreign currency translation differences

(727)

(387)

(300)

(1,414)

December 31, 2022

98,162

105,704

19,403

16,423

239,693

 

 

 

 

 

 

Accumulated depreciation and impairment

 

 

 

 

 

January 1, 2022

33,207

65,330

13,205

111,743

Additions

2,528

5,830

2,537

10,895

Impairment

461

461

Disposals

(1,240)

(1,515)

(2,755)

Foreign currency translation differences

(354)

(264)

(618)

December 31, 2022

35,735

70,027

13,963

119,725

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

January 1, 2022

64,784

35,479

5,752

5,688

111,703

December 31, 2022

62,427

35,677

5,440

16,423

119,968

Assets pledged or assigned as collateral for Group obligations

At December 31, 2023 and December 31, 2022, all real estate liens (mortgage notes in the amount of CHF 30.0 million) were held within the Group.

Right-of-use assets and lease liabilities

17 Right-of-use assets and lease liabilities

The rights of use and liabilities arising from leases showed the following movement:

 

 

 

 

 

 

Fiscal year 2023

 

Right-of-use assets

Lease liabilities

In thousands of CHF

Buildings

Equipment

Other assets

Total

January 1, 2023

31,912

490

(0)

32,401

38,197

Additions

4,995

212

10

5,217

5,217

Disposals

(3,640)

(12)

(1)

(3,653)

(3,922)

Depreciation, amortization and impairment

(4,841)

(308)

(9)

(5,159)

Accretion of interest

1,302

Repayment of lease liabilities

(3,949)

Lease incentive 1

3,105

Payment of interest on lease liabilities

(1,302)

Foreign currency translation differences

(2,382)

(25)

(2,407)

(2,901)

December 31, 2023

26,043

357

(0)

26,400

35,747

Reported on the face of the balance sheet as:

 

 

 

 

 

Current lease liability

 

 

 

 

3,528

Non-current lease liability

 

 

 

 

32,219

1 The landlord agreed to contribute a total of CHF 7.7 million toward the cost of performing the tenant improvements in preparation for Comet’s occupancy of the premises. In fiscal year 2023, the amount of the "tenant improvement allowance" was CHF 3.1 million.

The non-current lease liabilities largely have remaining maturities of two to ten years. The expected future lease payments are presented in note 28.2.3.

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 2022

 

Right-of-use assets

Lease liabilities

In thousands of CHF

Buildings

Equipment

Other assets

Total

January 1, 2022

18,185

595

10

18,791

19,840

Additions

22,244

267

22,511

22,511

Disposals

(1,920)

(5)

(1,925)

(1,925)

Depreciation, amortization and impairment

(5,389)

(346)

(10)

(5,745)

Accretion of interest

749

Repayment of lease liabilities

(4,338)

Lease incentive 1

3,530

Payment of interest on lease liabilities

(749)

Foreign currency translation differences

(1,209)

(21)

(1,230)

(1,420)

December 31, 2022

31,912

490

(0)

32,401

38,197

Reported on the face of the balance sheet as:

 

 

 

 

 

Current lease liability

 

 

 

 

3,955

Non-current lease liability

 

 

 

 

34,242

1 The landlord agreed to contribute a total of CHF 8.4 million toward the cost of performing the tenant improvements in preparation for Comet’s occupancy of the premises. In fiscal year 2022, the "tenant improvement allowance" amounted to CHF 3.5 million.

The composition of the lease expenses in fiscal 2023 and 2022 is shown below:

 

 

 

 

In thousands of CHF

2023

 

2022

Depreciation, amortization and impairment

5,159

 

5,745

Interest expenses

1,302

 

749

Expenses for short-term leases and other items

1,207

 

449

Expense for low-value leases

21

 

12

Expense for variable lease payments not included in the measurement of lease liabilities

1

 

2

Total lease expenses

7,690

 

6,956

Comet has lease agreements containing extension and termination options (see note 2.5). At December 31, 2023, 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, 2023 amounted to CHF 20.3 million due within the subsequent five years (prior year: CHF 1.4 million) and to CHF 15.4 million for option periods of more than five years (prior year: CHF 28.6 million).

Intangible assets

18 Intangible assets 

 

 

 

 

 

 

 

Fiscal year 2023

 

 

 

 

 

 

In thousands of CHF

Goodwill and trademarks

Customer lists

Technology

Software

Other intangible assets

Total intangible assets

Cost

 

 

 

 

 

 

January 1, 2023

30,450

20,421

4,817

27,669

285

83,641

Additions

1,963

1,963

Reclassifications

14

(14)

Disposals

(413)

(107)

(520)

Foreign currency translation differences

(1,490)

(1,425)

(295)

(596)

(3)

(3,809)

December 31, 2023

28,960

18,996

4,522

28,637

161

81,275

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

January 1, 2023

2

19,024

2,664

22,954

93

44,737

Additions

186

313

1,848

45

2,392

Disposals

(401)

(401)

Foreign currency translation differences

(1,335)

(159)

(513)

(1)

(2,008)

December 31, 2023

2

17,875

2,818

23,888

137

44,720

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

January 1, 2023

30,447

1,397

2,153

4,715

192

38,904

December 31, 2023

28,957

1,121

1,704

4,749

24

36,555

The categories “goodwill and trademarks”, “customer lists” and “technology” were capitalized in connection with business combinations. 

Comet follows a long-term brand strategy. To leverage the strength of the established Comet brand and Yxlon brand even better, a rebranding took place in fiscal year 2022 to create the “Comet Yxlon” brand. Comet deems the capitalized, existing standalone Yxlon brand to have an indefinite useful life, as Yxlon remains an important registered brand.

 

 

 

 

 

 

 

Fiscal year 2022

 

 

 

 

 

 

In thousands of CHF

Goodwill and trademarks

Customer lists

Technology

Software

Other intangible assets

Total intangible assets

Cost

 

 

 

 

 

 

January 1, 2022

31,547

21,210

5,032

26,237

164

84,190

Additions

1,949

124

2,072

Disposals

(157)

(157)

Foreign currency translation differences

(1,097)

(790)

(215)

(360)

(3)

(2,464)

December 31, 2022

30,450

20,421

4,817

27,669

285

83,641

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

January 1, 2022

1

18,861

2,413

21,837

50

43,163

Additions

1

870

366

1,557

44

2,837

Disposals

(157)

(157)

Foreign currency translation differences

(0)

(707)

(115)

(283)

(1)

(1,106)

December 31, 2022

2

19,024

2,664

22,954

93

44,737

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

January 1, 2022

31,545

2,349

2,619

4,400

114

41,027

December 31, 2022

30,447

1,397

2,153

4,715

192

38,904

Impairment test of goodwill and intangible assets with indefinite useful lives

19 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, 2023. 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 2024 to 2026. 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 1.5%, which is within the expected range 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.

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount of the assets tested

 

 

 

 

 

 

 

 

 

 

 

 

X-Ray Systems (IXS) CGU

 

Industrial X-Ray Technology (IXT) CGU

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

In thousands of CHF

2023

 

2022

 

2023

 

2022

 

2023

 

2022

Goodwill

20,226

 

21,593

 

6,873

 

6,873

 

27,099

 

28,467

Trademarks (Yxlon)

1,858

 

1,980

 

 

 

1,858

 

1,980

Total carrying amount

22,084

 

23,573

 

6,873

 

6,873

 

28,957

 

30,447

 

 

 

 

 

 

 

 

Assumptions applied in the valuation model

 

 

 

 

 

 

 

 

X-Ray Systems (IXS) CGU

 

Industrial X-Ray Technology (IXT) CGU

 

 

 

 

 

 

 

 

 

2023

 

2022

 

2023

 

2022

Discount rate (WACC) before tax

8.7%

 

12.1%

 

9.9%

 

12.4%

Growth rate of terminal value

1.5%

 

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 (2024 to 2026):

  • Growth assumptions: Sales revenue is projected by product group and market segment. Based on the fiscal year 2023 as the starting point, the average annual rate of sales growth for planning period 2024 to 2026 is assumed to be 13.3% for IXS (prior year: 22.2%) and 12.9% for IXT (prior year: 20.8%).
  • Gross margins: Gross margins in the medium term are expected to average approximately 39.9% for IXS (prior year: 42.7%) and 51.2% for IXT (prior year: 51.6%). 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 2023 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.

Debt

20 Debt

Bond

Comet Holding AG issued a bond on April 20, 2021 in the amount of CHF 60 million. The bond was issued at par. Its term is five years and it matures on April 20, 2026. The fixed coupon rate over the term is 1.30%, payable annually on April 20. The bond is listed on the SIX Swiss Exchange (Swiss security number 110 109 656, ticker symbol COT21).

Credit facilities

In April 2023, Comet arranged a CHF 60 million committed, unsecured, multi-currency, syndicated revolving credit facility. This credit facility has a maturity of five years with an option to increase the amount by CHF 40 million.

The credit facility is tied to customary covenants and is subject to a financial covenant that requires the Comet Group not to exceed a maximum leverage ratio of 3:1. During fiscal year 2023, the Company was in compliance with these covenants. As of December 31, 2023, there were no outstanding borrowings under the facility.

The Comet Group also has access to a total of CHF 34.8 million (prior year: CHF 56.2 million) in uncommitted credit facilities to cover working capital requirements and the issuance of guarantees, of which CHF 5.4 million was utilized as of December 31, 2023 (prior year: CHF 1.7 million).

20.1 Movement in debt

 

 

 

 

 

 

 

Fiscal year 2023

 

 

 

 

 

 

In thousands of CHF

Jan. 1, 2023

Cash flows

Reclassif. from non-current to current

Unwinding of discount, and remeasurement

Foreign currency translation differences

Dec. 31, 2023

Non-current debt

59,669

98

59,767

Total debt

59,669

98

59,767

 

 

 

 

 

 

 

Fiscal year 2022

 

 

 

 

 

 

In thousands of CHF

Jan. 1, 2022

Cash flows

Reclassif. from non-current to current

Unwinding of discount, and remeasurement

Foreign currency translation differences

Dec. 31, 2022

Non-current debt

59,571

98

59,669

Total debt

59,571

98

59,669

Trade and other payables

21 Trade and other payables 

 

 

 

 

In thousands of CHF

2023

 

2022

Trade payables

20,331

 

31,191

Sundry payables

5,610

 

5,903

Sales commissions

2,405

 

2,809

Total financial liabilities

28,346

 

39,903

Sales tax and value-added tax

929

 

1,014

Total other payables

929

 

1,014

Total trade and other payables

29,275

 

40,917

Accrued expenses

22 Accrued expenses 

 

 

 

 

In thousands of CHF

2023

 

2022

Accrued staff costs

5,727

 

24,475

Other accrued expenses

11,373

 

17,713

Total accrued expenses

17,100

 

42,188

Accrued staff costs consist mainly of the amount accrued for performance-based compensation, and employees’ vacation and overtime credits. 

Provisions

23 Provisions 

 

 

 

 

Fiscal year 2023

 

 

 

In thousands of CHF

Warranties

Other provisions

Total provisions

January 1, 2023

6,480

1,448

7,929

Added

6,741

23

6,764

Used

(5,159)

(737)

(5,896)

Released

(1,618)

(414)

(2,032)

Foreign currency translation differences

(445)

(55)

(500)

December 31, 2023

5,999

265

6,264

Of which:

 

 

 

January 1, 2023

 

 

 

Current provisions

6,480

475

6,955

Non-current provisions

973

973

December 31, 2023

 

 

 

Current provisions

5,999

10

6,009

Non-current provisions

255

255

 

 

 

 

Fiscal year 2022

 

 

 

In thousands of CHF

Warranties

Other provisions

Total provisions

January 1, 2022

6,137

873

7,010

Added

8,722

771

9,493

Used

(6,733)

(88)

(6,821)

Released

(1,600)

(47)

(1,647)

Foreign currency translation differences

(46)

(61)

(107)

December 31, 2022

6,480

1,448

7,929

Of which:

 

 

 

January 1, 2022

 

 

 

Current provisions

6,137

605

6,743

Non-current provisions

267

267

December 31, 2022

 

 

 

Current provisions

6,480

475

6,955

Non-current provisions

973

973

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.

Employee benefits

24 Employee benefits

24.1 Employee benefit liabilities

The employee benefit liabilities of the Group are summarized in the following table. 

 

 

 

 

In thousands of CHF

2023

 

2022

Defined benefit liability in Switzerland

5,141

 

Defined benefit liability in Germany

267

 

308

Total defined benefit liability

5,408

 

308

Provision for length-of-service awards

1,385

 

1,399

Total employee benefit liabilities

6,794

 

1,707

24.2 Defined benefit plans

Comet maintains defined benefit pension plans in Switzerland and Germany. These plans differ according to their particular purpose and are based on the legal requirements in the respective countries.

Switzerland

The defined benefit plan is managed within a collective foundation. 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 defined benefit plan is managed under a fully insured pension model and thus all investment risk is carried by the pension fund, or ultimately by the insurer. The plan is administered by the collective foundation, 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 pension 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. 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

 

 

 

 

 

 

 

 

 

2023

 

2022

 

2023

 

2022

Discount rate at January 1

2.20%

 

0.30%

 

3.60%

 

0.80%

Discount rate at December 31

1.60%

 

2.20%

 

3.70%

 

3.60%

Expected rate of salary increases

1.60%

 

1.50%

 

 

Life tables used as basis for life expectancies

BVG 2020 GT

 

BVG 2020 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 2023

 

 

 

In thousands of CHF

Present value of defined benefit obligation

Fair value of plan assets

Net carrying amount recognized in balance sheet

January 1

(75,341)

75,032

(308)

Current service cost

(2,365)

(2,365)

Past service cost

211

211

Administration cost, excl. cost of managing plan assets

(37)

(37)

Current service cost

(2,191)

(2,191)

Interest (expense) or income

(1,653)

1,656

4

Defined benefit cost recognized in the income statement

(3,843)

1,656

(2,187)

Return on plan assets, excluding interest income

(1,071)

(1,071)

Actuarial loss arising from changes in financial assumptions

(5,974)

(5,974)

Actuarial gain arising from changes in demographic assumptions

1,159

1,159

Actuarial loss arising from experience adjustments

(563)

(563)

Effect of asset ceiling under IAS 19.57(b)

Defined benefit cost recognized in other comprehensive income

(5,378)

(1,071)

(6,448)

Benefits paid-in/deposited

7,179

(7,160)

19

Employee contributions

(2,884)

2,884

Employer contributions

3,499

3,499

Foreign currency translation differences

76

(59)

17

December 31

(80,192)

74,782

(5,408)

Reported on the face of the balance sheet as:

 

 

 

An asset

 

 

A liability

 

 

(5,408)

The actuarial loss arising from changes in financial assumptions was mainly attributable to the decrease in the discount rate.

The actuarial loss arising from experience adjustments represents the change that is not attributable to changes in assumptions. This relates in particular to the difference between the actuarial assumptions in the prior year and the actual outcomes with regard to the entry and exit of insured employees, effective salary adjustments, death and disability of insured persons, and retirements.

The board of directors of the pension fund decided in April 2023 to further reduce the pension conversion rates with effect from the year 2026. Under IAS 19, 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 with a positive pre-tax effect of CHF 0.2 million. 

The average duration of the defined benefit obligation was 8.5 years.

 

 

 

 

Fiscal year 2022

 

 

 

In thousands of CHF

Present value of defined benefit obligation

Fair value of plan assets

Net carrying amount recognized in balance sheet

January 1

(79,329)

67,747

(11,582)

Current service cost

(3,493)

(3,493)

Past service cost

605

605

Administration cost, excl. cost of managing plan assets

(39)

(39)

Current service cost

(2,928)

(2,928)

Interest (expense) or income

(257)

219

(39)

Defined benefit cost recognized in the income statement

(3,185)

219

(2,966)

Return on plan assets, excluding interest income

123

123

Actuarial loss arising from changes in financial assumptions

16,020

16,020

Actuarial gain arising from changes in demographic assumptions

(227)

(227)

Actuarial loss arising from experience adjustments

(4,949)

(4,949)

Effect of asset ceiling under IAS 19.57(b)

(81)

(81)

Defined benefit cost recognized in other comprehensive income

10,844

42

10,886

Benefits paid-in/deposited

(1,277)

1,298

20

Employee contributions

(2,466)

2,466

Employer contributions

3,305

3,305

Foreign currency translation differences

73

(44)

29

December 31

(75,341)

75,032

(308)

Reported on the face of the balance sheet as:

 

 

 

An asset

 

 

A liability

 

 

(308)

 

 

 

 

 

 

 

 

Key figures by country

 

 

 

 

 

 

 

 

Switzerland

 

Germany

 

 

 

 

 

 

 

 

In thousands of CHF

2023

 

2022

 

2023

 

2022

Present value of defined benefit obligation

(79,046)

 

(74,076)

 

(1,144)

 

(1,264)

Fair value of plan assets

73,905

 

74,157

 

877

 

956

Effect of asset ceiling under IAS 19.57(b)

 

(81)

 

 

Net carrying amount recognized in the balance sheet

(5,141)

 

 

(267)

 

(308)

 

 

 

 

 

 

 

 

Defined benefit cost recognized in the income statement

(2,178)

 

(2,960)

 

(11)

 

(6)

Defined benefit cost recognized in other comprehensive income

(6,462)

 

10,461

 

14

 

425

The employer contributions to the plans in Switzerland for fiscal year 2024 are expected to amount to CHF 3.6 million.

 

 

 

 

Major categories of plan assets

 

 

 

In thousands of CHF

2023

 

2022

Assets from insurance contract

74,782

 

75,032

Total plan assets without a quoted market price

74,782

 

75,032

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 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

2023

 

2022

 

2023

 

2022

Discount rate: 0.25% decrease

80,757

 

75,884

 

1,172

 

1,296

Discount rate: 0.25% increase

77,435

 

72,378

 

1,117

 

1,233

Expected rate of salary growth: 0.25% decrease

78,895

 

74,057

 

1,144

 

1,264

Expected rate of salary growth: 0.25% increase

79,181

 

74,080

 

1,144

 

1,264

Life expectancy: 1-year increase

79,462

 

74,535

 

1,198

 

1,324

Life expectancy: 1-year decrease

78,635

 

73,619

 

1,089

 

1,204

24.3 Defined contribution plans

The contributions paid to defined contribution plans in the fiscal year amounted to CHF 7.3 million (prior year: CHF 7.7 million).

24.4 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

2023

 

2022

Provision at January 1

1,399

 

1,415

Current service cost

183

 

253

Interest cost

33

 

6

Benefits paid

(169)

 

(185)

Actuarial losses or (gains)

(33)

 

(78)

Changes in scope of consolidation 1

23

 

25

Foreign currency translation differences

(51)

 

(37)

Provision at December 31

1,385

 

1,399

1 In the current period, length-of-service award policies were rolled out in one subsidary. In the prior period there was a roll out in two subsidiaries.

Equity capital structure and shareholders

25 Equity capital structure and shareholders

25.1 Capital stock

The capital stock at January 1, 2023 was CHF 7,773,966, divided into 7,773,966 registered shares with a par value of CHF 1.00 per share. In fiscal year 2023 the capital stock remained unchanged, as the Board of Directors decided to use treasury stock for the share-based compensation. The capital stock is fully paid in.

 

 

 

 

 

 

 

 

2023

 

 

2022

 

Number of shares

Par value in CHF

 

Number of shares

Par value in CHF

January 1

7,773,966

7,773,966

 

7,769,534

7,769,534

Increase in capital from conditional capital designated for equity compensation

 

4,432

4,432

December 31

7,773,966

7,773,966

 

7,773,966

7,773,966

The Board of Directors decided to pay the share-based compensation from treasury stock, instead of using capital increases from conditional capital designated for equity compensation. At the balance sheet date, Comet Holding AG held 2,000 shares of treasury stock (prior year: nil).

25.2 Capital band (i.e., capital range)

At any time until April 14, 2026, the Board of Directors is authorized i) to increase the capital stock by issuing a maximum of 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share in one or more steps, by not more than a cumulative CHF 1,554,793, to a new total of CHF 9,328,759 (the upper limit of the so-called capital band), and ii) to reduce the capital stock in one or more steps to not less than CHF 7,385,268 (the lower limit of the capital band), either by cancelling not more than a cumulative 388,698 registered shares with a par value of CHF 1.00 per share or by reducing the par value of the registered shares accordingly. A capital reduction and a reincrease may be performed simultaneously. If the capital stock is increased by means of the capital band, the limit on the number of shares by which the capital can subsequently be reduced is raised so that the lower end of the capital band can be reached. If the capital stock is reduced by means of the capital band, the limit on the number of shares by which the capital can subsequently be increased is raised so that the upper end of the capital band can be reached. If a change in capital is performed by changing the par value, the upper and lower limits of the capital band remain constant, but the limits on the number of shares by which the capital can subsequently be changed are adjusted accordingly. In the case of an increase of the capital stock, the new shares must be fully paid in. In the case of a capital reduction, the amount of the reduction may, in the discretion of the Board of Directors, be distributed to the shareholders in whole or in part and/or added to reserves.

The Board of Directors may exclude shareholders’ subscription rights in whole or in part and grant such subscription rights to certain shareholders or third parties, including subsidiaries, for the purpose of, among other things:

  • Enabling a strategic partner to acquire an equity interest
  • Acquiring or investing in companies, strategic equity interests, products and product development programs, intellectual property rights, etc.
  • Facilitating transactions by means of an exchange of shares

25.3 Conditional capital for equity compensation

Under article 3b of its Articles of Association, the Company has conditional capital (in German: “bedingtes Kapital”) that is designated for use only as equity-based compensation. In a capital increase from this conditional capital, stock is issued to Executive Committee members and/or Board members of Comet Holding AG. With respect to this conditional 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 2023, due to the decision by the Board of Directors to use treasury stock for the equity-based compensation, no capital increase from conditional capital for equity compensation was performed in 2023. 

As a result, the Company’s unissued conditional capital for equity-based compensation showed no movement in fiscal year 2023 (prior year: decrease of 4,432 shares):

 

 

 

 

 

 

 

 

2023

 

 

2022

 

Number of shares

Par value in CHF

 

Number of shares

Par value in CHF

January 1

189,154

189,154

 

193,586

193,586

Increase in capital (awards to Board of Directors for prior term’s retainer and to Executive Committee for prior year’s profit-sharing compensation)

 

(4,432)

(4,432)

December 31

189,154

189,154

 

189,154

189,154

At the end of the year, the remaining conditional capital for equity-based compensation was CHF 189,154, or 2.4% of the existing capital stock.

25.4 Conditional capital for financing, acquisitions and other purposes

The capital stock of the Company can be increased by a maximum of CHF 1,554,793 through the issuance of up to 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share through the exercise (including mandatory exercise) of conversion, exchange, option, subscription, or similar rights to purchase shares granted to shareholders or third parties alone or in connection with bonds, loans, options, warrants, or other financial market instruments or contractual obligations of the Company or its subsidiaries (collectively “Financial Instruments”).

The Board of Directors is authorized to restrict or cancel the preferential subscription rights of existing shareholders in connection with the issue of Financial Instruments by the Company or one of its subsidiaries if the issue is made (a) for the purpose of financing or refinancing or compensation for the acquisition of companies, parts of companies, equity interests, products, intellectual property rights or licenses or of investment projects or (b) on domestic or foreign trading venues or as part of a private placement, or (c) for other important reasons. Such exclusion or restriction of preferential subscription rights in connection with the issuance of Financial Instruments may, based on the shares underlying the Financial Instruments in question, not involve more than 10% of the number of shares already in issue immediately prior to the issuance in question. This percentage shall be reduced to the extent that subscription rights are excluded pursuant to article 3a of the Articles of Association.

If the preferential subscription rights are not granted directly or indirectly by the Board of Directors in connection with the issue of Financial Instruments by the Company or one of its subsidiaries, the following shall apply:

  • the Financial Instruments shall be issued, or the associated transactions entered into, at market terms; and
  • the conversion, exchange or other exercise price of the Financial Instruments shall be determined with reference to the market price prevailing at the time the Financial Instruments are issued; and
  • the Financial Instruments are convertible, exchangeable or exercisable for a maximum period of ten years from the relevant issue date or transaction date.
Off-balance sheet transactions

26 Off-balance sheet transactions

26.1 Contingent asset

Comet Technologies USA Inc., Comet AG and Comet Yxlon GmbH (collectively, “Comet”) filed a lawsuit in the U.S. District Court for the Northern District of California asserting that XP Power LLC (“XP”) improperly acquired and used Comet trade secrets relating to its radio frequency matching network and generator technologies. A jury trial began on March 14, 2022 and on March 23, 2022, the jury found in favor of Comet, awarding it USD 20 million in compensatory damages and USD 20 million in punitive damages for a total of USD 40 million in monetary damages. On September 30, 2022, Comet was awarded an injunction preventing XP from developing, marketing or selling any product derived from the misappropriated Comet trade secrets. Comet is also eligible to recover from XP certain legal expenses related to the lawsuit; the value of such recovery was unknown as of December 31, 2023. Based on the current status of the lawsuit, the final outcome and award amount remained uncertain and the potential award was therefore considered a contingent asset at the end of fiscal year 2023. 

On or about December 9, 2022, XP secured a USD 48.4 million bond to stay enforcement of the current judgment through the outcome of an appeal to the U.S. Court of Appeals for the Ninth Circuit. XP filed its notice of appeal on April 20, 2023. The appeals process is ongoing. Based on the current status of the lawsuit, the amount of Comet’s award was still classified as a contingent asset as of December 31, 2023.

26.2 Contingent liabilities

With respect to the XP Power lawsuit, Comet has agreed to a contingent success fee with its legal advisors in the form of a percentage of monetary and non-monetary recovery. The success fee is payable if and when Comet actually receives the recovery, which will occur upon a successful (i) full and final resolution of all outstanding post-trial motions and the current, active appeal or (ii) resolution of the lawsuit via executed settlement agreement. Based on the current status of the lawsuit, the final outcome and award amount remained uncertain as of December 31, 2023 and the success fee was therefore considered to be a contingent liability.

As a global company, Comet is exposed to numerous legal risks. These can include, especially, risks relating to product liability, trade secret misappropriation, patent law, export regulations, tax law and competition law. The outcomes of currently pending and future legal proceedings cannot be predicted with certainty and may thus have adverse or positive 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.

26.3 Other off-balance sheet obligations

As part of its operating activities, Comet had purchase obligations at the balance sheet date totaling CHF 42.8 million (prior year: CHF 63.2 million), of which CHF 21.2 million were current in nature (prior year: CHF 27.8 million) and CHF 21.6 million mature in the five-year period that begins in 2024 (prior year: CHF 35.4 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, 2023 (prior year: nil).

Financial instruments

27 Financial instruments 

27.1 Classes of financial instruments

 

 

 

 

 

 

 

Fiscal year 2023

 

 

 

 

 

 

In thousands of CHF

 

Financial assets

Financial liabilities

 

 

Note

FVTPL 1

At amortized cost

FVTPL 1

At amortized cost

Fair value

 

 

 

 

 

 

 

Cash and cash equivalents

 

86,707

*

Trade and other receivables, net

12

57,102

*

Derivatives

13

373

373

Other assets – financial assets, excluding derivatives

13

2,543

*

Trade and other payables

21

28,346

*

Lease liabilities

17

35,747

*

Non-current debt, fixed rate

20

59,767

59,430

Total

 

373

146,352

123,860

 

Interest income or (expense)

9

1,632

(2,214)

 

Gain or (loss) on derivatives

9

1,952

(161)

 

Change in impairment and losses on trade receivables

12

(158)

 

Total net gain or (loss) recognized in the income statement

 

1,952

1,474

(161)

(2,214)

 

1 At fair value through profit or loss.

* The carrying amount approximates fair value.

 

 

 

 

 

 

 

Fiscal year 2022

 

 

 

 

 

 

In thousands of CHF

 

Financial assets

Financial liabilities

 

 

Note

FVTPL 1

At amortized cost

FVTPL 1

At amortized cost

Fair value

 

 

 

 

 

 

 

Cash and cash equivalents

 

125,945