The Company of Discovery.

Transcription

The Company of Discovery.
Analysis systems for environment, medicine and biotechnology.
Annual report 2001/2002
Key figures
pursuant to US GAAP, for the period from October 1 to September 30, 2002 and 2001
Earnings data
Financial data
2002
2001
Change
54.29%
Total net sales
64,281
41,663
analytical solutions
20,752
13,422
54.61%
bioanalytical solutions
4,688
1,997
134.75%
project solutions
34,316
22,464
52.76%
manufacturing
4,525
3,779
19.74%
Gross profit
18,348
10,701
71.46%
Gross margin
28.54%
25.68%
Earnings before interest, taxes,
depreciation and amortization
(EBITDA)
717
3,313
EBITDA to sales ratio
1.12%
7.95%
Earnings before interest and taxes (EBIT)
-1,460
2,212
EBIT to sales ratio
-2.27%
5.31%
-78.36%
-166.00%
Earnings before taxes (EBT)
-1,417
2,686
EBT to sales ratio
-2.20%
6.45%
Net income/loss for the period
-877
1,444
Basic earnings/loss per share
-0.25
0.41
-160.98%
Diluted earnings/loss per share
-0.25
0.41
-160.98%
Average shares outstanding (basic)
3,576,373
3,487,141
Average shares outstanding (diluted)
3,576,879
3,490,647
-152.76%
-160.73%
Capital investment (gross)
4,418
9,287
Depreciation and amortization
2,177
1,101
97.73%
Personnel expenditure
15,083
9,130
65.20%
Net cash flow
-1,526
-6,082
Cash and cash equivalents at the end of the year
4,837
6,363
-23.98%
Balance sheet data
-52.43%
Shareholders' equity
31,164
27,659
12.67%
Balance sheet total
55,628
50,015
11.22%
Shareholders' equity ratio
56.02%
55.30%
Research & development extenses (gross)
5,433
2,080
Number of employees (at 09/30)
393
343
14.58%
Orders on hand
93,696
32,743
186.16%
Treasury stock
27,516
60,112
Supplementary
161.20%
Born in 1809, Louis Braille was blind at the age of three following an accident
in his father’s workshop. When he was 15 he worked out a system of reading
and writing for the blind using raised dots. Known as Braille, it was simply a
tool – and yet its invention proved to be a godsend to countless blind people
by enabling them to understand the written word.
At first sight Analytik Jena’s work may not appear to have much in common
with the invention of Braille. Yet closer consideration reveals a number of
eye-opening parallels. For just like Louis Braille, Analytik Jena develops tools
to further human understanding.
In 1990 a distribution company was set up in the East German city of Jena
supplying analysis instruments made by nearly all the major manufacturers.
As it turned out, this initial activity proved to be a refined form of market
research. Within a very short space of time an excellent network of associates
and customers had been built up. Not long afterwards in 1993, Analytik Jena
planned, engineered and implemented its first major laboratory. Two years later,
it took over the laboratory analysis equipment division from Carl Zeiss Jena,
where Analytik Jena’s founders had originally been employed. Independent
R&D, production and export followed, paving the way for the development of
a system supplier – a strategy which has been consistently pursued ever
since. In 1999, Analytik Jena was transformed from a limited company into a
public stock corporation.
The Braille alphabet
A
B
C
D
E
F
G
H
I
J
K
L
M
N
O
P
Q
R
S
T
U
V
W
X
Y
Z
ß
ü
ä
ö
On July 3, 2000, Analytik Jena AG was floated on the
efforts have been repaid by major project orders – in
Neuer Markt technology index. With hindsight, this may
the past financial year totalling nearly Eu100m in
not have been the most propitious time for an IPO
Russia alone. Moreover, Analytik Jena’s successful new
judging by the current state of the share markets since
products have caused a furore in the international
the dawn of the new millennium. Yet from last year’s
analysis equipment sector. PITTCON in New Orleans and
headlines we know that “solid growth” is always part
ANALYTICA 2002 in Munich are the leading European
of corporate philosophy. It’s reflected in the development
and global trade shows for laboratory science and
of Analytik Jena’s international sales network and the
instrumentation. And it was here that Analytik Jena
recruitment of the crème de la crème.
launched four new equipment systems: tools that
discoverers can use in the service of science and
This growth is also evidenced by the foundation of
industry throughout the world.
AJ Italia, AJ Überlingen and other branches all over the
world. Access has even been gained to the Japanese
Tools that – just like Braille – help people comprehend
market thanks to the agreement signed with the
things that were previously invisible for them.
Tokyo-based Rigaku Corporation. These international
Contents
Letter from the chairman of the executive board
6
Company
Company presentation
10
Chronicle of the financial year
16
The share
18
Management report
Report on the Group and Company
Analytik Jena AG in the financial year 2001/2002
Seite 11
24
Consolidated financial statements
Consolidated income statement
48
Consolidated balance sheet
49
Consolidated statement of changes in
shareholders’ equity
50
Consolidated cash flow statement
51
Notes
Notes on the consolidated financial statements
54
Consolidated movements on non-current assets
86
Differences in accounting, valuation and
consolidation methods
88
Supplementary information to the notes
94
Organs of the Company
95
Report of the supervisory board
96
Declaration of conformity
98
Independent auditor’s report
100
Company calendar 2003
102
Letter from the chairman of the executive board
“...the last financial year was not easy for us.”
The successful integration of the Überlingen site, which involved high investment to modernize
the application laboratories, means Analytik Jena now has an outstanding center of expertise.
You are bound to have heard words like these enough times in recent months. Sadly, they
As a result, the Company is confident that it has the world’s most powerful team of atomic
hit the nail on the head all too well.
absorption spectroscopy developers at its disposal. Integration has been accompanied by
synergy effects which are reflected in increased market acceptance and will contribute to
As expected, our rapid growth in previous years and the consistent integration of new invest-
the solid growth of Analytik Jena.
ments placed enormous challenges on Analytik Jena. New units had to be allowed to grow
into the Group and to optimize their strategic potential. The 25% increase in turnover shows that these
Thanks to investment in R&D, international sales and a lean corporate structure, Analytik Jena
efforts were largely successful. With sales totalling Eu64m, once again Analytik Jena out-
is well poised to tackle future challenges. Analytik Jena will continue to serve a market which
stripped the growth forecast at the beginning of the year. The share of exports within total
is growing rapidly all over the world in response to the need for detailed analysis and more
sales was stepped up to 29%, or almost Eu19m.
stringent state regulations. All its subsidiaries – providing a full spectrum from technical
conception and methods through software, automation and peripherals right up to complete
One milestone in the period under review was the establishment of AJ Überlingen. Since
laboratory environments – contribute in their own way to the Group’s success. As a result,
February 2002, a core team of renowned scientists with many years’ experience in what is
the name Analytik Jena now fronts a system supplier furnishing comprehensive solutions for
for us the crucial field of atomic absorption spectroscopy has bolstered Analytik Jena’s R&D
the entire field of complex analysis.
division. The fact that growth on this scale takes a great deal of financial commitment is
in-dicated by Analytik Jena’s first-ever loss for the year as predicted in November. One
To continue successfully implementing its growth strategy, Analytik Jena has taken a number
important reason for this is the now completed restructuring of Analytik Jena’s former lab
of steps to improve its operating results. They mainly include cutting production and personnel
solutions business unit. At the beginning of the year, the risk-laden service department
costs. Some of these measures will bear palpable results in the second half of the financial
Laboratory Installation was demerged, while Laboratory Planning was integrated into sub-
year. All in all, Analytik Jena can look forward to two-digit growth in turnover and a return to
sidiary AJZ Engineering’s business unit project solutions. In addition to restructuring costs,
profitability.
a number of loss-making projects tackled by this division dragged down the results for the
year. Moreover, special write-downs and value adjustments had to be carried out in these
Consequently, we can all face the current financial year with confidence. We hope very
annual accounts.
much that you will continue to place your trust in us.
The high expenditure incurred as Analytik Jena set up its Cairo sales office to serve the
Middle East and also entered the Japanese market had a negative impact on the year’s
financial performance. Yet these moves were extremely important for the Company’s
expansion on the world market. They have already been rewarded with a call order for
6
Analytik Jena’s atomic absorption spectrometers amounting to about Eu1.2m for the
Klaus Berka
Jens Adomat
current financial year.
CEO
COO
7
Company
Analytik.
Our discoveries serve
the human progress.
10
16
The share
18
Company
Chronicle of the
financial year
The share
For instance, in order to concentrate the latest
techniques used in environmental science,
from every angle has over the past ten years
analytical measuring techniques for the
biochemistry, pharmacy, genetics, biomedicine
turned Analytik Jena into a powerful group
growth markets of environmental science,
and immunology. They thus provide indispen-
Within the business unit project solutions,
of companies. This erstwhile marketing firm
medicine, research, teaching and industry
sable tools for biotechnology R&D and share
AJZ Engineering supplies system solutions
is now a system supplier much in demand
within a single competitive division, the
the success of this burgeoning sector.
for research, teaching, medicine, the envir-
among its highly-specialized customers for
business unit analytical solutions was set
its professional service – ranging from
up. Integrating R&D experience, the techno-
To complete the profile of a complete
core skills are the planning and turnkey
developing and planning laboratories
logical solutions it produces help garner and
solutions provider and to augment the two
setup of clinics and research centers. The
through to equipping them with state-of-
maintain leadership of the market for analy-
other business units, project solutions was
team of 45 with Dr Günter Liepelt at the
the-art instrumentation to after-sales service
tical instruments. The unit develops precision
set up in December 2000. Within this unit
helm have demonstrated their comprehen-
and consulting.
analytical systems using state-of-the-art
AJZ Engineering handles the complete
sive expertise in planning and designing
measuring techniques for substance analysis.
planning, engineering and equipping of
laboratories in more than 300 national
Analytik Jena will continue to build upon its
Since 2001, for instance, Analytik Jena’s new
laboratories for Analytik Jena.
and international projects.
corporate philosophy of being a one-stop
Houston-based subsidiary AJ APS Techno-
supplier. Product development and diversifi-
logies, Inc. has with its elemental analysis
AJ Cybertron, AJ APS Technologies, AJ Über-
AJZ Engineering was launched in Decem-
cation are accelerated by the strategy of
product line been making a major contribu-
lingen, AJ IDC and AJ Blomesystem: all the
ber 2000 as a joint venture between
becoming a fully-fledged systems provider
tion to fitting laboratory equipment with
subsidiaries work closely together as an inte-
Carl Zeiss Jena GmbH’s Project Engineering
handling everything from planning to supply-
innovative analysis systems.
grated whole to make Analytik Jena a power-
division and Analytik Jena’s lab solutions
ful global player. Headed by Analytik Jena,
business unit, the intention being to con-
ing turnkey laboratory environments. To
10
AJZ Engineering GmbH
Sharply focusing on customers’ requirements
onmental sector and biotechnology. Its
achieve this aim, in recent years Analytik Jena
The business unit bioanalytical solutions also
the individual business units and subsidiaries
centrate the two companies’ know-how in
has been augmented by a number of
develops analysis systems. They include
support each other as strategic partners with
one firm.
subsidiaries. Companies such as software
various techniques for characterizing and
a common goal: to provide their customers
specialist AJ Blomesystem and AJ Cybertron,
quantifying low-molecular and high-molec-
with the full spectrum of laboratory expertise –
developer and manufacturer of highly
ular biomolecules. Work always revolves
made by Analytik Jena.
accurate intelligent movement systems,
around instrumentation for laboratory analysis.
bolster the Company’s evolution into a global
The latest findings and developments in
supplier of modern laboratory systems.
bioanalysis spawn the main analytical
11
Company
Chronicle of the
financial year
The share
AJ APS Technologies, Inc.
AG, freeing him up for his primary interest:
environmental parameters, the company is
The integration of this, Analytik Jena’s
development.
also responsible for developing solid mat-
youngest subsidiary, is making good head-
ter elemental analyzers. AJ IDC collaborates
way. A development project concluded in
Headed by Wolfgang Lerch, AJ APS Technologies, Inc. in Houston, Texas has been supply-
AJ APS Technologies, Inc. is located close to
closely with AJ APS in Houston. The instru-
early 2002 in Jena has been successfully
ing laboratories with innovative, high-quality
the main oil producers, making it strategically
ment systems produced under the man-
switched to AJ Überlingen. The production
analytical systems since September 2001.
valuable for marketing Analytik Jena’s entire
agement of Dr Norbert Lenk are used in
of the novAA 300 AAS system debuted at
The elemental analyzers produced by
product portfolio. APS’s customers include
‘green’ biotechnology, pharmacy and medi-
ANALYTICA 2002 is going according to plan.
AJ APS Technologies are mainly sold to
such renowned companies as Exxon, Du Pont,
cine as well as by petrochemical compa-
companies working in oil production and
Shell, Pirelli and Samsung.
nies all over the world.
processing. Its ultra-sensitive method for
analytical instrumentation, with analytical
detecting tiny quantities of sulphur in diesel
measuring equipment having been built
fuel has been recommended for use as a
AJ IDC Geräteentwicklungsgesellschaft mbH
AJ Überlingen GmbH
standard technique by the American Environment Protection Agency.
12
Überlingen has a solid background in
there for over 40 years. Analytik Jena is
proud to continue this long tradition. And
The cooperation between IDC Geräteent-
By setting up AJ Überlingen GmbH in
perhaps more importantly, AJ Überlingen’s
wicklungsgesellschaft mbH and Analytik Jena
spring 2002, Analytik Jena successfully
headquarters on Lake Constance provide a
AJ APS’s analytical measuring systems
dating back to 1993 flourished and led to
incorporated the world’s strongest team of
good basis for the establishment of another
make up the latest product line to be mar-
Analytik Jena AG acquiring a majority inter-
developers in atomic absorption spec-
application and sales centre. This will enable
keted by the analytical solutions business
est in the company in 2001. Based in the
troscopy. About a dozen personnel headed
customers from southern Germany, Austria,
unit elemental analysis. Founder Herb
Thuringian town of Langewiesen, AJ IDC
by Dr Bernard Radziuk and Dr Gerhard
Switzerland and Italy to be served faster
Hernandez agreed to make the company a
now employs 19 specialists. Apart from
Schlemmer develop and produce atomic
and better.
wholly owned subsidiary of Analytik Jena
designing and building analyzers to measure
spectrometers and accessories.
13
Company
Chronicle of the
financial year
The share
AJ Cybertron GmbH
of sample feeding and handling systems
21 years’ experience of the development,
AJ Blomesystem enjoys a dense network
which augment the equipment produced
installation and maintenance of data-
of marketing and support organizations
Berlin-based AJ Cybertron has long-standing
by analytical solutions and bioanalytical
base-assisted laboratory software. With
and maintains its own branches in the
experience in the development and produc-
solutions. This modular structure makes it
more than 15,000 licensed users and
Netherlands and Australia. The company
tion of ultra-precision intelligent motion
much easier for Analytik Jena to market its
almost 1,000 projects implemented globally,
is jointly managed by the two CEOs
systems. In recent years, the company run by
products.
AJ Blomesystem is one of the most suc-
Hubert Kucher and Heinz Freier. Among
cessful companies in this market segment.
the company’s long-standing customers
Helmut Klatt has branched out into other
products and specialized applications in the
fields of automation and robotics. By acquir-
are Bayer AG, Nestlé, Coca-Cola, the
AJ Blomesystem GmbH
ing an interest in AJ Cybertron in summer
14
®
The modular structure of its blomesystem
Bitburger breweries and ECKES-granini.
software helps customers from a wide
2001, Analytik Jena has gained not only
Industrial and public-sector laboratories fit-
variety of sectors to minimize their
considerable expertise but also useful
ted with modern analysis systems generate
administrative work in the lab while
production capacities and sales channels.
huge amounts of data which are virtually
simultaneously maximizing data quality.
impossible to handle manually. This prob-
In the expanding pharmacy and biotech-
The constantly rising demand for automa-
lem is tackled by software specialist
nology sectors, validated standard sys-
tion, especially in biochemical analysis, as
AJ Blomesystem from North Rhine-Westphalia,
tems are employed to help users comply
well as the need for rapid, fully automatic
in which Analytik Jena owns an interest of
with strict US standards. Certified interfaces
processes increasingly calls for analytical
more than 75%. Based in Engelskirchen,
with the widely used SAP R/3 prevent the
and bioanalytical systems to be combined
the firm is viewed as a pioneer of database-
formation of yet more information islands
with intelligent robot and automation tech-
assisted laboratory information manage-
in the company. All measurements can
nology. AJ Cybertron produces new types
ment systems (LIMS). It has more than
be transferred online to the LIMS.
15
Company
Chronicle of the
financial year
The share
March 2002
Analytik Jena debuts its latest products
in New Orleans at PITTCON 2002 –
the world’s largest conference and
October 2001
exposition on laboratory science and
Analytik Jena enters another
instrumentation.
strategically important market by
The novAA 300 atomic absorption
founding an Italian subsidiary.
AJZ Engineering is awarded a Eu28m
spectrometer used to detect trace
contract to plan, modernize and
elements in liquids (including toxins
reequip the Neurosurgery Clinical
such as lead, selenium and arsenic)
Analytik Jena acquires a team of top
Centre in Moscow for the Russian
is launched.
managers and developers for atomic
Academy of Medical Sciences.
February 2002
December 2001
Another milestone for group member
January 2002
AJ Blomesystem: the VUP Association
Joint venture AJZ Engineering profits
spectroscopy from the world market
of Independent Test Laboratories
from its expertise in planning and man-
leader and sets up its own R&D centre
Unaffected by the tense situation
instrumentation company Perichrom
(the largest German group of contract
aging complex investment projects for
on Lake Constance. The primary goal
following September 11, 2001,
s.a.r.l in Paris, access is gained to an-
research labs) opts to use the
research, teaching and medicine, and is
of AJ Überlingen is to rapidly develop
Analytik Jena successfully continues
other market in Europe. Shared sales
blomesystem® laboratory information
appointed to modernize the Russian
and launch state-of-the-art instrumen-
to grow with turnover in the first three
means Analytik Jena will now be able
and management system.
Academy of Sciences’ laboratories.
tal analysis systems.
months up by 150% to Eu20.3m.
to reach important French customers.
April 2002
May 2002
June 2002
August 2002
Analytik Jena sets its sights on the
The situation for Analytik Jena looks
Analytik Jena is awarded a Eu60m
Analytik Jena pulls off a successful
Despite the recession, Analytik Jena
Japanese market and agrees sales
rosy after the first six months. Despite
international contract – the biggest
capital increase by issuing almost
enjoys rapid growth. Turnover for the
cooperation with the Tokyo-based
some seasonal weaknesses, the con-
project in its history. The main items
350,000 new shares, netting more
first nine months is reported as having
Rigaku Corporation.
sistent implementation of the solid
for AJZ Engineering include entirely
than Eu3.8m.
more then doubled from Eu23.4m to
growth strategy has brought further
reequipping a surgical centre with
Eu50.4m and already far exceeds
ANALYTICA 2002, the leading
success. Group turnover in the first
22 operating theatres, a bone mar-
sales for the entire previous year.
European exhibition for analysis
six months climbed to Eu38.6m,
row transplantation centre and a
equipment, laboratory instrumenta-
compared to Eu17.2m in the previ-
central sterilization system. The con-
July 2002
tion and biotech, sees the German
ous year.
By acquiring an interest in laboratory
tract also covers modernizing parts
Coca-Cola joins the clientele of Group
launch of the mercur, a mercury
of the radiation therapy and labora-
company AJ Blomesystem. As of
September 2002
analyser.
tory diagnosis departments.
July 1, 2002, the quality assurance
Analytik Jena sets up shop in Cairo,
of Coca-Cola beverages relies on the
its new branch also serving as a mar-
software tool blomesystem®.
keting base for the Middle East.
16
17
Company
Chronicle of the
financial year
The share
The share
20.00 18.95 (10/11/01)
18.00
16.00
Source: Comdirect Bank
Sep
Aug
Jul
Jun
Stock market segmentation in 2003
May
Apr
Mar
Feb
Jan
Dec
Sep
Eu
Oct
Development of the Analytik Jena share price
14.00
As a result of the changes to stock market
development of a high-calibre share market
segmentation by the German stock exchange
is essential if transparency is to be increased
authorities in 2003, Analytik Jena intends
and regards this step as an effective method
to qualify for the premium segment Prime
of quality assurance on the German stock
Standard. The Company believes that the
markets.
12.00
10.00
8.00
The Analytik Jena share: key data
6.00
4.00
4.11 (09/27/02)
October 2, 2001
Analytik Jena share price
38-day average
September 30, 2002
Trading segment:
Neuer Markt
Nemax All Share Index
The poor climate afflicting the international
pressure. After remaining more or less stable
financial and capital markets worsened
for the first five months, the price began to
during the period under review. Negative
slip sharply in early June. At the end of
company results, accounting scandals, the
September, Analytik Jena’s XETRA share
announcement of the closure of the Neuer
price dropped to Eu4.17, more or less
Markt and the dissolution of specialized
reflecting the main German share indexes.
funds – not to mention the failure of the
On September 27, 2002, the share price
predicted economic recovery to materialize –
dipped to its nadir of Eu4.11 for the finan-
dashed hopes that the stock market would
cial year 2001/2002. The highest closing
bounce back.
price in the period under review was
The economic and political events over the
Eu18.95, quoted on October 11, 2001.
final few months of the year prompted
From October 1, 2001 until September 30,
stock market prices to fall significantly
2002, the going-concern value of Analytik
across the board. In the end, Analytik Jena’s
Jena AG decreased by 70% while the
share price was unable to resist the constant
Nemax All Share index shed about 53%.
Index:
Nemax All Share
18
Ticker symbol:
AJA
Closing price at the beginning of the financial year
Closing price at the end of the financial year
*
Capital stock:
Eu3,849,999
Date
Eu
October 1, 2001
14.00
September 30, 2002*
4. 17
Highest price in the financial year 2001/2002
October 11, 2001
18.95
Lowest price in the financial year 2001/2002
September 27, 2002
4 . 11
September 30, 2001
September 30, 2000
XETRA closing price
September 30, 2002
*
Securities ID no:
521350
Class and par value:
Ordinary shares with a par
value of Eu1 per ordinary
share
Capital stock in Eu
3,849,999
3,500,000
3,500,000
Number of shares
3,849,999
3,500,000
3,500,000
Closing price at the end
of the financial year (Eu*)
4.17
13.85
34.70
Performance since issue
-83%
-42%
+45%
Earnings/loss per share (Eu)
-0.25
0.41
0.26
Market capitalization (Eu)
16,054,496
48,475,000
121,450,000
XETRA closing price
19
Company
Chronicle of the
financial year
The share
Capital measures
Analytik Jena’s keen investor relations activi-
LBBW and M.M. Warburg. In July 2002,
At the beginning of June, Analytik Jena
No secondary placements were undertaken
ties and its positive development led to the
equinet securities AG became Analytik Jena’s
increased its share capital by very nearly 10%
by board members or other current share-
Company being regularly analyzed by banks
new designated sponsor. It replaced DZ Bank
with the exclusion of subscription rights.
holders. The funding generated by the capi-
and leading financial experts. Apart from
in Frankfurt at July 31, 2002, and will now
A total of 349,999 new shares priced at
tal increase gave Analytik Jena more scope
the existing coverage by HypoVereinsbank
share the position of ‘market maker’ with
Eu11.40 each were successfully placed on
to finance future growth. The acquisition of
in Munich and equinet securities in
Munich-based HypoVereinsbank, which has
the capital market. During a three-day road
patent rights and company interests was
Frankfurt as the designated sponsors,
been attending to Analytik Jena since its
show, Analytik Jena’s executive board gave
planned to reinforce technological expert-
Analytik Jena is also analyzed by Bayerische
flotation in 2000.
Company presentations to institutional
ise and to augment the product portfolio in
Landesbank, Delbrück Asset Management,
investors from Switzerland and Germany.
the bioanalytical solutions business unit.
This capital increase generated an inflow of
Although some projects were planned as
Eu3.85m (net).
cash/share deals or stock swaps, the recent
Further information pursuant of the regulations by Neuer Markt (unaudited)
Following this capital increase, the Company
falls in Analytik Jena’s share price have led
At September 30, 2002, the members of
members of the supervisory board held
share capital now amounts to Eu3,849,999.
to their postponement.
the executive board held 1,466,883 shares
5,832 shares – again the same amount
and 57,500 options entitling them to pur-
as in the previous year.
chase shares in Analytik Jena AG. Both
The table below lists the distribution of
these figures were unchanged since the
directors’ shares and options at
previous year. At September 30, 2002, the
September 30, 2001 and 2002.
The free float increased from 49.5% to 54.1%.
Shareholder structure of Analytik Jena following the capital increase
DEWB
Directors’ holdings
8%
Shares
Klaus Berka
19%
Executive board
Free float
54%
2002
2001
2002
2001
Klaus Berka
732,250
732,250
24,500
24,500
Jens Adomat
732,250
732,250
24,000
24,500
2,383
2,383
9,000
9,000
Alexander von Witzleben
2,083
2,083
-
-
Prof Dr Manfred Grün
1,666
1,666
-
-
Dr Nikolaus Reinhuber
2,083
2,083
-
-
Melik Maallem*
Jens Adomat
Supervisory board
19%
*
20
Options
Melik Maallem left the Company with effect from December 1, 2002.
21
Management report
Water.
Our discoveries
keep water pure.
Analytik Jena against the general economic background
24
Analytik Jena’s market environment
25
Course of business
27
Development of costs
32
Investments
33
Human resources and social affairs
33
Assets, liabilities and financial position
36
Results of operations
37
Research and development
38
Risk policy
40
Events of material significance after the balance sheet date
43
Outlook
44
Management report
Report on the Group and Company Analytik Jena AG
in the financial year 2001/2002
General economic background
Market environment
Course of business
Investments
During the period under review, Analytik
Jena managed to attain a much stronger
1. Analytik Jena against the general
economic background
7.8% compared to the dollar, and as much
technologies and applications, some of
Human resources and social
affairs
as 11.0% against the Japanese yen.
which naturally grew much faster than
Assets, liabilities and financial
position
others. Owing to the only moderate growth
position on the world market and capture
The economic sluggishness which began in
more market shares. Despite the doldrums
early 2001 continued in 2002, reaching the
After a series of major contracts in the first
of the markets for established techniques,
on the international markets, the Company
scale of recession. The world’s three main
few months of the year, industry reported a
competition among the few all-round
further boosted its turnover. Sadly, this
economic and financial centers (North
drop in incoming orders as of the early
suppliers is largely geared towards driving
successful sales growth was not transformed
America, Japan and Europe) were affected
summer. The overall inflow of orders was
competitors out of the market – a process
into higher earnings across the board.
equally by this downward trend.
mainly depressed by a lack of new large
which is of course intensified by the gloomy
orders, especially from abroad.
economic environment. Analytik Jena
Expenditure designed to raise turnover
necessitated especially high investment and
In 2001, Germany’s GDP rose by just 0.6%
other costs in all Analytik Jena’s business
in real terms over the previous year.
units. The final three months of the financial
According to the German Department of
year were particularly difficult, with the
Statistics GDP actually declined by 0.4%
The market segments in which Analytik Jena
Company incurring losses. These mainly
in real terms during the first six months
operates remained detached from the sticky
resulted from value adjustments and loss-
of 2002 compared to the first half of 2001.
market environment, proving relatively
Analytik Jena’s key expertise is reflected in
making projects by the former lab solutions
Although the economy of the European
stable. After all, industry, science, medicine
three main fields of business. Spectroscopic
unit, coupled with much greater spending
Union as a whole grew by 1.5% in 2001,
and biotechnology all required equipment
techniques make up the core competence
on instrument development and the expenses
Germany was one of the countries with
and systems enabling detailed analysis and
of the Company in analytical instrumenta-
entailed in building up Analytik Jena’s interna-
the lowest growth. Meanwhile the US
which comply with ever stricter environmen-
tion in the two business units analytical
tional sales network. Moreover, the accrued
economy grew by just 0.3% in 2001,
tal legislation. Market needs such as the
solutions and bioanalytical solutions. These
liabilities to cover for various risks were
while Japanese GDP declined by 0.2%
analysis of certain epidemics and diseases
two units serve both traditional segments
much higher than before.
in real terms.
(three examples being the mad cow disease
by, for instance, selling atomic absorption
crisis, the Nitrofen scandal and the acry-
spectrometers on seasoned, stable markets,
Germany’s economic growth has long
lamide debate) along with the stringent
as well as on fast-growing market segments
been reliant on exports and remains so. In
regulations in force have led to dynamic
such as biotechnology and bioanalysis.
2001, the export surplus in real terms con-
growth in certain areas of this industry.
Judging by its own estimates and according
24
Events of material significance
after the balance sheet date
Outlook
reported a considerable drop in demand in
2. Analytik Jena’s market
environment
tributed 1.6% to economic growth, more
Risk policy
Germany (which still accounts for over 50%
of its turnover on analytical instruments),
resulting in a fierce price war.
to a number of trade publications (e.g. AII
than making up for the decline in domes-
The Company estimates that in 2002 the
Report, Frost & Sullivan, SDI, prognos,
tic consumption. During Analytik Jena’s
global market for analysis instrumentation
theta-reports and BCC), Analytik Jena esti-
financial year (October 1, 2001 –
had a volume of some Eu15b. This can be
mates the market relevant for the Company
September 30, 2002), the euro rose by
broken down into a number of different
to have a volume of about Eu3b with
25
Management report
Market environment
Course of business
Investments
annual growth rates of 3% to 15% depend-
Africa and Eastern Europe are generating a
ing on the product group concerned.
large potential for turnkey project orders.
Indeed, the Company’s sales are currently
Then again, advancing globalization is also
continuing to rise rapidly. The reasons for
changing the capital goods market in this
this are Analytik Jena’s technological lead,
sector. Alliances are resulting in larger,
its position as a system supplier, and
globally operating groups of companies
competitive advantages from its growing
offering a complete range of services. The
presence on international markets.
products on offer are becoming inter-
affairs
3. Course of business
position
Sales of the Analytik Jena Group
23.31
41.66
64.28
Risk policy
Outlook
changeable worldwide. Standing out from
The Company believes the international
the competition in these segments is only
markets – especially medicine, bioanalysis
possible through pricing measures or the
and food analysis – harbour high potential
additional offer of related, complex solutions.
growth. Within the market for laboratory
This area in particular is now the major con-
analysis systems, the fastest-growing
tributor to the Company’s growth. Whereas
segment is at present the market for
analytical solutions and bioanalytical solu-
bioanalytical instruments. Owing to the
tions still need future investment in order
Sales exceeds expectations
diverse possibilities, it is subject to a high
to develop, project solutions has now
The financial year 2001/2002 was without
Operating within the Group, Analytik Jena
degree of fragmentation among individual
achieved a firm position on the German
doubt a period of high growth for Analytik
managed to win new accounts among
suppliers.
and international markets. The Company
Jena. The core business units analytical
more prestigious international customers.
expects its annual sales to continue grow-
solutions, bioanalytical solutions and pro-
As well as boosting development, this also
ing comfortably over the next few years.
ject solutions all underwent successful
made Analytik Jena better known.
The business unit project solutions, the
26
2000
2001
2002
as per September 30 in Eu million
Company’s third and currently fastest-grow-
development and further consolidated their
ing division, serves the market for integrated
competitive position, and the strategy of
In addition, the newer subsidiaries such as
projects involving the construction of new
internationalization was consistently pursued.
AJ Cybertron GmbH, AJ Überlingen GmbH
public-sector biotech research institutes. It
The turnover of the Analytik Jena Group
and AJ Blomesystem GmbH all made vital
also conducts a large number of major inter-
climbed to Eu64.28m, up by 54.3% over
contributions to establishing the Analytik
national projects, chiefly in healthcare and
the previous year (Eu41.66m). All the
Jena brand.
higher education. Expanding healthcare
Group’s core business divisions contributed
sectors in places such as South America,
equally to this growth in sales.
27
Management report
Market environment
Course of business
Investments
Percentage of sales per region
Other countries
Asia
1.0%
6.3%
projects were invoiced domestically). Total
Group sales leapt by 255.2% to Eu11.19m.
affairs
foreign sales in the period under review
Sales in Asia and America climbed by
position
reached Eu18.78m (previous year: Eu7.0m),
84.5% and 125.8% to Eu4.04m and
an increase of 168.3%. Within Europe,
Eu2.89m, respectively.
Risk policy
America
Europe
(excluding Germany)
4.5%
Percentage of sales of business units
17.4%
Outlook
Germany
70.8%
7.3%
32.3%
manufacturing
project solutions
Sales per region
Germany
2002
2001
2000
Change 02/01
45.50*
34.66
19.63
+31.3%
Europe (excluding Germany)
11.19
3.15
1.65
+255.2%
America
2.89
1.28
0.80
+125.8%
Asia
4.04
2.19
1.06
+84.5%
Other countries
0.66
0.38
0.17
+73.3%
Total
64.28
41.66
23.31
+54.3%
*
28
7.0%
53.4%
Contains foreign sales of about Eu18.4m by AJZ Engineering contracted for Carl Zeiss Jena GmbH but recorded as
domestic sales for Analytik Jena.
In the core business unit analytical solutions,
By taking over AJ APS Technologies, Inc.
Analytik Jena’s sales rose by 54.6% to
based in Houston/Texas, Analytik Jena aug-
Eu20.75m (previous year: Eu13.42m). This
mented its analytical solutions product
successful expansion was mainly due to
portfolio with another line of instruments:
sales increases on the Asian and America
elemental analysers. Specializing in the
Owing to domestic invoicing for a number
subsidiaries and offices, Analytik Jena’s
markets in the period under review. The sub-
development of sulphur and chlorine ana-
of major projects, Germany currently remains
position within international competition
sidiaries integrated during the course of last
lysers, AJ APS Technologies is mainly active
the biggest market for the business unit
was substantially fortified. The considerable
year also contributed to this growth with total
in the oil industry, especially petrochemicals.
project solutions, accounting for 70.8% or
sales activities launched in South-East Asia
sales of Eu4.0m (previous year: Eu1.0m).
Eu45.5m (previous year: 83.2%/Eu34.66m)
(especially Japan), the USA and Europe
of total sales.
during the period under review should be
At the balance sheet date, analytical solu-
underlined. In the financial year 2001/2002,
tions’ orders on hand totalled Eu3.96m –
Thanks to the expansion of the distribution
project solutions’ exports increased moder-
an increase of 29.4% over the previous
network and the establishment of new
ately (partly because a number of large-scale
year (Eu3.06m).
29
Management report
Market environment
Course of business
Investments
Total sales per business unit
In the period under review in particular,
located in Milan, Houten, Bucharest,
position
Analytik Jena developed into an interna-
St Petersburg and Moscow. In March 2002,
+52.8%
tional group of companies maintaining
Analytik Jena purchased a majority interest
sites in 17 countries on four continents. In
in Perichrom s.a.r.l just outside Paris.
2002
2001
2000
Change 02/01
20.75
13.42
9.28
+54.6%
4.69
2.00
0.84
+134.5%
project solutions
34.32
22.46
9.00
manufacturing
4.52
3.78
4.19
+19.6%
Total
64.28
41.66
23.31
+54.3%
offices in New Delhi (India), Bangkok
German customers are served by the head-
(Thailand), Seoul (South Korea), Tokyo
quarters in Jena and the regional sales offices,
The newly founded AJ Überlingen on Lake
was recorded by the project solutions busi-
(Japan) and Beijing (China). American
along with the individual Group companies
Constance is home to an experienced team
ness unit, whose sales climbed by 52.8%
customers are looked after by AJ USA in
in Engelskirchen, Überlingen and Berlin.
of developers working on atomic spectros-
to Eu34.32 (previous year: Eu22.46m).
Delaware, Ohio, and the subsidiary AJ APS
Alongside its subsidiaries and sales offices,
Technologies in Houston, Texas. European
Analytik Jena is also represented in Libya,
distribution companies and sales offices are
Algeria, Australia, Egypt and former Yugoslavia.
copy systems. Their long-standing manufacturing experience of these products is to be
With orders on hand of Eu88.31m (previ-
exploited and built up in the coming years.
ous year: Eu28.75m), AJZ Engineering is
During the year under review, the first com-
concentrating on Russia, North Africa and
pleted development projects for serial pro-
South America. It mainly supplies planning
duction were transferred from the Group
services and high-quality systems of instru-
Company name
Based in
Interest
ments within complex investment projects
AJ IDC Geräteentwicklungsgesellschaft mbH
Langewiesen, Germany
100.0%
Jena, Germany
60.0%
AJ India Pvt. Ltd.
New Dehli, India
49.0%
AJ USA Inc.
Delaware, USA
100.0%
AJ Cybertron GmbH
Berlin, Germany
75.1%
AJ Blomesystem GmbH
Engelskirchen, Germany
75.2%
AJ APS Technologies Inc.
Houston, USA
100.0%
headquarters in Jena to AJ Überlingen.
for research, teaching, medicine and bioThe business unit bioanalytical solutions
technology. The projects handled by project
notched up turnover of Eu4.69m in the
solutions are of a long-term nature with
period under review, more than double
implementation lasting up to 36 months.
that of the previous year (Eu2.00m). Orders
30
Risk policy
the Asia/Pacific region, Analytik Jena runs
affairs
Global activity
on hand at the balance sheet date were
The business unit manufacturing based at
Eu0.90m (Eu0.54m). During the year under
Eisfeld achieved total sales of consumer pro-
review, Analytik Jena’s bioanalytical solu-
ducts totalling Eu4.52m in the financial year
tions unit concentrated on developing the
2001/2002 (previous year: Eu3.78m).
product portfolio of biotechnological analy-
Orders on hand at the end of the financial
sis systems. The biggest leap in turnover
year were Eu0.52m (previous year: Eu0.40m).
Outlook
Analytik Jena´s participating interests
AJ Italia, srl
Milan, Italy
99.0%
AJ Überlingen GmbH
Überlingen, Germany
100.0%
Perichrom s.a.r.l
Paris, France
51.5%
ETG Geräteentwicklungsgesellschaft mbH
Ilmenau, Germany
20.0%
31
Management report
Market environment
Course of business
Investments
4. Development of costs
ket by signing an exclusive distribution
quantities of equipment, Analytik Jena last
as well as that used for the Group’s services
After kicking off with orders on hand of
agreement with the Rigaku Corporation
year spent around 15.5% of its instrumenta-
plays a key role for analytical solutions and
Eu32.74m, by the end of the year under
in Tokyo. Furthermore, an additional appli-
tion turnover on R&D (previous year: 5.5%).
bioanalytical solutions.
review they totalled a record Eu93.70m.
cation and distribution centre was set up
This was mainly due to the high level of
at the headquarters of new subsidiary
To keep taking into account the Group’s
Accordingly, software investments through-
incoming orders received by project solu-
AJ Überlingen GmbH to serve southern
sharp growth and the necessary integration
out the year were high, reaching a total of
tions for large-scale projects.
Germany, Austria and Switzerland. Distri-
and consolidation of new units, much was
Eu1.05m (previous year: Eu2.81m).
bution spending was up on the previous
spent on developing the human resources
year by about 63.1% to Eu9.61m.
in the administrative division. In connection
Other patents, licences, industrial property
with the necessary increase in the number
rights, trademarks and distribution rights
Whereas in the previous year net sales
were up by 54.3%, gross sales earnings
The proportion of sales costs within total
of personnel in the administrative depart-
totalling Eu0.54m (previous year: Eu1.62m)
solutions accounts for a much larger share
turnover rose slightly from last year’s 14.1%
ments and the higher general expenditure
were acquired for production, R&D and
of turnover than the more profitable ana-
to 15.0%.
owing to the much larger investment port-
distribution. Goodwill acquired against
folio, administrative expenditure rose by
payment accounted for Eu3.66m (previous
171.6% over the previous year to Eu4.41m.
year: Eu1.55m).
6. Human resources and social
despite the high volume of external pur-
The human and financial resources working
chases it still earned an overall gross mar-
in research and development were increased
gin within the Group of 28.5% (previous
in order to strengthen Analytik Jena’s own
5. Investments
year: 25.7%). Compared to the rise in
product expertise and to ensure its products
In the financial year under review, a total
gross earnings on turnover of Eu7.65m,
stand out from rival items. In the period under
of Eu4.08m (previous year: Eu7.74m) was
Human resources – investment in the
operating expenses increased in the year
review, R&D expenditure in the Company rose
invested in property, plant and equipment
future
under review by Eu10.66m. The sharp rise
by over 364.6% to Eu3.93m, clearly out-
as well as in intangible assets. This breaks
Analytik Jena has the hard work and moti-
in operating expenses is partly explained
stripping sales growth.
down into Eu3.49m (previous year: Eu5.88m)
vation of its staff to thank for the position it
for property, plant and equipment, with
has achieved on international markets and
In addition to expensive development issues
the remainder Eu0.59m (previous year:
its successful turnover growth in the year
for cutting-edge instrument systems, the
Eu1.86m) being spent on intangible assets.
under review. At September 30, 2002,
by investment in the international sales
network.
32
Risk policy
rose faster by 71.5%. Although project
lytical solutions and bioanalytical solutions,
position
Outlook
affairs
For example, Analytik Jena opened a new
main reason for the mounting costs was the
Analytik Jena had 393 employees and 29
office in Bangkok (Thailand). Acting under
establishment of the R&D company AJ Über-
At the same time, Eu0.72m (previous year:
trainees throughout the world. Compared
the name AJ Far East, it will coordinate all
lingen at the beginning of the year. In the
Eu1.73m) was invested in new production
to the previous year, the number of employ-
the activities for this part of the world.
analytical solutions and bioanalytical solu-
facilities and development tools (prototypes).
ees (excluding trainees) had risen by 50.
Additional funds were spent on preparing
tions business units, which are closely
The software provided with the complex
The number of staff working abroad and
Analytik Jena’s debut on the Japanese mar-
involved in new development and use large
analysis systems developed and produced
directly employed by Analytik Jena had
33
Management report
Market environment
Course of business
Investments
risen over the previous year to 34 at
Human resources activities at Analytik Jena
attractiveness of Analytik Jena as an em-
employees and the considerable commis-
September 30, 2002, reflecting the
centre on the model of efficient, integrated
ployer and means it need not fear being
sion paid to sales staff owing to the higher
Company’s internationalization. The estab-
economic endeavour in the service of cus-
short of specialists in the years to come.
turnover in the equipment units. The per-
lishment of AJ Überlingen, Analytik Jena’s
tomer and staff satisfaction. Typical features
sonnel expenditure ratio rose from 21.9%
new R&D and application centre with 12
include high individual responsibility, market
to 23.5%. For the average 381 staff em-
additional employees, considerably boost-
awareness, efficiency, honest and direct com-
ed the Group’s own resources.
munication, management on the basis of
mutual trust and encouraging people to act
Breakdown of employees
ployed by the Analytik Jena Group in the
Personnel expenditure
position
Risk policy
Outlook
year under review, personnel expenditure
6.53
9.13
15.08
on their own initiative, as well as an ‘open
per capita was Eu39,588 (previous year:
Eu32,724 for an average of 279 personnel).
door’ policy right up to the level of the top
management. How long staff remain with
Once again, share options were awarded to
their employer is a good indicator of person-
employees and executives of the Analytik
nel satisfaction – and over a third of Analytik
Jena Group.
141
117
106
114
Jena’s employees have been working for the
Company for more than five years.
91
75
2000
55
37
2001
2002
Sales per head of staff
During the period under review, Analytik
2001
2002
112.6
as per September 30
human resources in all its business units.
Production
A number of high-calibre staff previously
In the financial year 2001/2002, personnel
employed by the competition is now
expenditure at the Analytik Jena Group was
working for the Group. This highlights the
around Eu15.08m – up by Eu5.95m over
Marketing and sales
Administration
121.5
163.6
Jena continued to substantially build up its
the previous year.
Number of personnel (September 30, 2002)
393
Sales per head of staff
Eu 0.164m
Personnel and social expense
Eu 15.083m
The increase in personnel spending primarily resulted from the higher number of
Average age
At September 30, 2001
42.3 years
At September 30, 2002
43.4 years
2000
2001
2002
as per September 30 in Eu´000
Qualifications
34
Percentage with academic degree at September 30, 2001
52.8%
Percentage with academic degree at September 30, 2002
60.8%
35
Management report
Market environment
Course of business
Investments
7. Assets, liabilities and financial
position
Turnover growth and the investment car-
tal tied up in inventories mainly resulted
rose slightly – by Eu0.3m to Eu8.79m –
from stocking up to ensure delivery dates
compared to growth in turnover. Moreover,
are met.
accrued liabilities increased by 180.8% to
ried out in the year under review had a
Eu6.01m, while other current liabilities
affairs
8. Results of operations
position
EBIT development
1.76
2.21
-1.46
Risk policy
slight effect on the Company’s balance
Trade accounts receivable totalled Eu8.75m
sheet, with the balance sheet total rising
at the balance sheet date, down by 33.3%
by 11.2% to Eu55.63m compared to the
on the previous year (Eu13.12m).
previous year (Eu50.02m).
went down by Eu2.52m to Eu1.2m.
Outlook
The equity ratio continued to undergo positive stabilization in the year under review,
Investments during the period under review
rising from 55.3% to 56.0%. In absolute
Cash and cash equivalents including short-
increased the intangible assets and proper-
terms, shareholders’ equity on the balance
term securities investment fell by Eu2.09m
ty, plant and equipment from Eu13.35m to
sheet date totalled Eu31.16m (previous
to Eu4.84m (previous year: Eu6.93m). Cash
Eu18.86m. This comprised Eu10.60m for
year: Eu27.66m) after offsetting treasury
and cash equivalents required for operational
property, plant and equipment (previous
stock of Eu0.35m not affecting the result.
business in the financial year 2001/2002
year: Eu8.67m), and Eu2.93m for intangible
The fixed-assets-to-net-worth ratio was
totalled Eu2.76m (previous year: Eu4.98m).
assets (previous year: Eu2.91m).
165.2% (previous year: 207.2%). The current assets excluding cash and cash equiva-
The slightly lower current assets of Eu35.15m
The ratio of assets to current assets is 53.7%
lents and securities provided cover for
(previous year: Eu36.67m) were mainly
(previous year 36.4%). The Company’s capi-
short-term liabilities by 144.3% (previous
dominated by inventories and manufacturing
talization ratio (assets less deferred tax as a
year: 146.9%).
orders with credit balance, largely in connec-
percentage of the balance sheet total) rose
tion with the invoicing of large-scale projects
from 26.7% to 33.9%.
2000
2001
2002
Earnings per share
0.26
0.41
-0.25
2000
2001
2002
handled by the project solutions business
36
unit. Manufacturing orders with credit bal-
At the balance sheet date, the Analytik Jena
ance increased in the period under review
Group’s total liabilities were Eu24.46m, not
from Eu4.68m to Eu8.79m. Inventories rose
much more than the previous year
by 12.0% to Eu9.86m. The increase in capi-
(Eu22.36m). Trade accounts payable only
as per September 30 in Eu
37
Management report
Market environment
Course of business
Investments
This increase was mainly accounted for by the
rapid translation of technological trends
affairs
foundation of research and development com-
into successful products with great market
position
78.2% to Eu0.72m (previous year:
pany AJ Überlingen GmbH on Lake Constance
prospects. By investing in the latest soft-
Eu3.31m). In contrast to projected develop-
during the financial year 2001/2002. The
ware and hardware, the scientists have
ment, earnings before interest and taxes
team in Überlingen includes 12 highly quali-
been given the tools they need to fully
dipped into the red, with an EBIT loss of
fied scientific researchers. The aim of coopera-
exploit their skills. For example, in the
Eu1.46m being recorded (previous year:
tion between the development teams in Jena
period under review over Eu0.130m was
Eu2.21m). This was due to higher costs in
and Überlingen is to launch cutting-edge ana-
spent on design software and hardware
all business units in the year under review.
lytical instrumentation systems onto the mar-
for mechanics and electronics.
EBITDA (earnings before interest taxes depreciation and amortization) were down by
Group results for the year
0.73
1.44
-0.88
Risk policy
Outlook
ket in as short a time as possible and to
Net interest income was Eu0.04m, accounted for by the initial instalments for project
2000
2001
2002
contracts received by project solutions
achieve considerable shares in the market for
Investment in R&D
atomic spectrometry. Such systems are
planned to go on sale in 2003/2004.
1.43
1.76
4.48
2000
2001
2002
(which have been invested at interest until
used) and incoming cash from the capital
All in all, some 23% of the staff at Analytik
increase in June 2002. With a positive tax
9. Research and development
effect of Eu0.53m compared to the previ-
R&D: a crucial factor for success
ous year, the pre-tax loss of Eu1.42m was
As an innovative technology company, the
The technicians, engineers and other special-
reduced to a loss after tax of Eu0.89m.
R&D division plays an outstanding role for
ists responsible for strategic conceptual work
Following the deduction of minority inter-
Analytik Jena. The fields of development
focus on the design and development of
ests, the loss for the year at September 30,
are consistently geared towards customer
hardware and software as well as the pro-
2002 was Eu0.88m (compared to income
and market needs. In order to continue to
duction and testing of prototypes. Parallel to
of Eu1.44m a year previously). Negative
meet the growing demands of customers
this, chemists, physicists, biologists, bio-
earnings per share (basic and diluted) were
and the market, the number of people
chemists and process engineers develop the
Eu0.25 (down from positive earnings last
working in R&D rose in the period under
corresponding analysis methods and applica-
In the financial year 2001/2002, R&D
year of Eu0.41).
review from 75 to 91.
tions for the new instrumentation systems.
expenditure – before the deduction of pub-
Jena work in R&D.
lic grants and after internal expenditure
38
These interdisciplinary ties between engi-
capitalized – rose by 154.5% to Eu4.48m
neers and natural scientists combined with
(6.8% of total turnover), compared to
the scope afforded by Analytik Jena’s own
Eu1.76m (4.2% of total turnover) in the
application laboratories is crucial to the
previous year. This expenditure was almost
39
Management report
Market environment
Course of business
Investments
entirely shared between the two research-
microplate reader. Other highlights during
and finances), the executive board assumes
in America and Asia which remain after bal-
affair
intensive business units analytical solutions
the year included the debut of the mercur
the usual business risks. Market risks are
ancing are hedged under a conservative cur-
position
and bioanalytical solutions. Analytik Jena
analyser for mercury and the new novAA 300
limited by appropriate measures. While the
rency strategy. Using an efficient treasury
was awarded R&D subsidies for selected,
flame system at ANALYTICA 2002 in Munich.
business units analytical solutions and bio-
management system, the parent company
especially innovative projects totalling
The number of new products launched in
analytical solutions are not excessively
controls cash flow within the Group with
Eu0.44m (previous year: Eu0.92m). In
the year under review testifies impressively
dependent on individual customers, certain
optimum interest, simultaneously ensuring
order to ensure long-term growth, Analytik
to the Analytik Jena Group’s R&D activities.
possible risks from estimating costs and
transparent information on the Group’s cash
order-tracking over a longer period must be
situation on a day-to-day basis.
Jena will continue to invest strongly in R&D.
10. Risk policy
monitored in the business units manufactur-
Product development
Analytik Jena’s policy is governed by the
ing due to business dealings with large
Risks involved in future development
Analytik Jena is concentrating on develop-
principle of prudence. Analytik Jena careful-
clients as well as project solutions owing to
Analytik Jena’s general business develop-
ments in a number of specific fields. As far
ly assesses all the opportunities and risks
seven-figure order sums. To minimize these
ment is dependent on a number of factors
as the business unit analytical solutions is
involved before decisions concerning im-
risks, Analytik Jena has a transparent project
whose probability of occurrence and effects
concerned, these include molecular spec-
portant business matters are taken.
controlling system to ensure that advance
on the assets, liabilities, financial position
payments and instalments received from
and operating results are difficult to predict.
troscopy, atomic absorption spectroscopy,
sum parameter technologies, and fluores-
In order to integrate this risk policy into the
customers reflect project progress and costs.
Within its international activities and busi-
cence atomic spectroscopy. The develop-
decision-making process, during the period
All large-scale international projects are pro-
ness transactions, Analytik Jena is exposed
ment work in bioanalytical solutions focuses
under review the Company improved the
tected by government credit insurance
to a variety of risks which are inseparable
on analytical instruments for screening
existing system for active risk management
(Hermes guarantees) or advance collection.
from its business activities.
techniques in biotechnology and environ-
based on KonTraG (the Corporate Control
mental analysis. In addition, the develop-
and Transparency Act). At least once every
The monitoring instruments used by Analytik
These include its sales policy, the accept-
ment activities of this concentrate on tech-
six weeks the executive board meets up with
Jena’s controllers will be further improved
ance of its products, the further growth of
nologies such as RIfS (reflectometric inter-
department heads to discuss the Company’s
and optimized. Further investments have
the markets for analytical and bioanalytical
ference spectroscopy) using biochips, as
current situation. The supervisory board
been made in the IT systems for planning,
systems and for complete laboratories, rapid
well as rapid techniques for the polymerase
meets at least once a quarter to discuss
production control and accounting in order
technological change, and the general eco-
chain reaction. At PITTCON 2002 in New
the business situation. Additional meetings
to stabilize and safeguard the management’s
nomic climate. The current economic situa-
Orleans, Analytik Jena launched a new
are called before major decisions are taken.
controlling information. In the coming year,
tion in Germany is critical.
range of UV/VIS spectrometers entitled
®
®
With regard to the functional operating areas
efforts on avoiding risks which could signifi-
Accordingly, countermeasures need to be
determination of organic carbon, along
(materials management, production, R&D,
cantly affect further development. Foreign
taken to help stabilize the course of busi-
sales, personnel, information technology
currency risks from procurement and sales
ness without jeopardizing sales growth.
®
with the BIAffinity and the FLASHScan
40
Risk policy
Outlook
the Company will continue to focus its
SPECORD , the multi N/C 2000 for the
®
41
Management report
Market environment
Course of business
Investments
The Company has been active on the mar-
The business units analytical solutions and
taxation risks in Germany. Nevertheless, it
ment, Analytik Jena’s range of analytical
affair
ket for laboratory analysis equipment for
bioanalytical solutions will continue to be
should be noted that such risks can never
and bioanalytical measuring systems will
position
11 years, while in some cases the responsi-
dependent on the development of the
be fully ruled out.
be marketed in Yugoslavia by Phillips under
ble management has 20 to 30 years relevant
German and European markets, and
the name Analytik Jena Yugoslavia.
experience. Thanks to the expertise it has
increasingly so on the US market following
Another aspect of Analytik Jena’s risk policy
acquired, the Company considers itself able
Analytik Jena’s market debut there. Further-
comprises improving its operational busi-
These two projects are primarily designed
to objectively assess the market – which is
more, the Asian region has already become
ness activity and in particular its profitability.
to strengthen the Group’s worldwide sales
currently characterized by many new
more important for the Company than ex-
Numerous measures have been introduced,
structure and will make a major contribu-
processes and methods as well as highly
pected, with business looking set to rise.
the results of which should start to become
tion to boosting Analytik Jena’s reputation.
specialized companies – in order to react
However, swift unexpected changes to the
apparent towards the end of the current
to upsets and trends in good time.
political situation in Asia could have an ad-
financial year.
verse impact on the economic environment,
Outlook
In November 2002, Analytik Jena
thus affecting the Company’s sales and
They include streamlining R&D, optimizing
announced that the chief financial officer
sure on this market will increase. The fur-
earnings.
the personnel structure, and cutting pro-
Mr Melik Maallem would be departing for
duction costs.
private reasons as of December 1, 2002.
11. Events of material significance
Major order for AJZ Engineering
product range is crucially important for the
Analytik Jena intends to use future acquisi-
Company’s future development. It is there-
tion opportunities to further strengthen its
fore pressing ahead with market-related
position on attractive growth markets.
R&D activities. In order to be able to com-
However, there is always the risk that com-
Sales expansion to the Middle East and
project solutions garnered a contract for
pete and to align itself on the market, a
panies joining the Group may not live up
Yugoslavia
the modernization and equipping of over
certain corporate size and international
to expectations. Analytik Jena makes every
In October 2002, Analytik Jena opened a
50 universities in Brazil. Awarded by the
presence are essential. Part of Analytik
effort to counter this risk with a focused
new sales office in Cairo to serve the Arab
Brazilian Ministry of Education and Training
Jena’s strategy is to carry out further invest-
acquisition policy and intensive auditing
market. It will concentrate on setting up an
to AJZ Engineering GmbH, the contract
ments in property, plant and equipment, to
during the due diligence phase before the
efficient distribution and service structure,
totals Eu12.4m and will be implemented
enter into new business relations and
final decision is taken.
as well as marketing the product program of
over the next 18 months. AJZ Engineering
analytical and bioanalytical systems.
will modernize large sections of Brazilian
alliances, and in particular to continue its
A smaller executive board
It is to be assumed that competitive pres-
ther expansion of Analytik Jena’s innovative
Risk policy
In November 2002, the business unit
R&D activities. However, activities of this
At present the Company is not involved in
universities’ civil engineering faculties and
kind may lead to considerable capital drain
any legal disputes which might negatively
In the same month, Analytik Jena signed a
supply ophthalmological equipment and
and operating losses.
affect its results. The same is true regarding
partner agreement with Phillips Internation-
systems to university hospitals throughout
al Trading Company based in Belgrade,
the country.
Yugoslavia. Under the terms of the agree-
42
43
Management report
Market environment
Course of business
Investments
12. Outlook
South America, especially for innovative
project in this respect is the further develop-
Realizing that Analytik Jena’s manufacturing
affair
Analytik Jena continues to grow
project solutions for customized systems.
ment of atomic absorption spectroscopy. In
costs do not stand up to international com-
position
this connection in autumn 2003 Analytik
parison, the groundwork is already being
During the year under review, a series of
schemes and investments were carried out
The two business units analytical solutions
Jena plans to launch a technology which in
performed for the future improvement of its
which although very expensive nevertheless
and bioanalytical solutions, which last year
the Company’s view is nothing less than rev-
main products’ gross margins. However,
provide an outstanding basis for the growth
experienced major investments, will launch
olutionary, while as of 2004 it will be the
these measures are not expected to bear
of future sales and profitability. These
a number of new products in the financial
world’s first manufacturer of this new gener-
fruit before the end of QII.
investments, mainly in distribution and R&D,
year 2002/2003. The management believes
ation of instruments. Parallel to this, Analytik
had a major impact on the development of
that the new products will help greatly
Jena intends to build up its expertise in the
Another objective in the financial year
earnings over the period concerned.
improve both sales figures and earnings in
field of bioanalytical instrument systems. It
2002/2003 for Analytik Jena is to improve
the years to come. It also expects Analytik
believes that the new bioanalytical technolo-
the profitability of operational business,
Industry observers and other specialists
Jena’s export business to flourish thanks to
gies harbour enormous growth potential for
especially in the two business units
believe our products and services to have
the Group’s growing international represen-
the future which owing to the profitable
analytical solutions and bioanalytical
strong market and growth potential. The
tation.
sales margins and greater increases in earn-
solutions. Judging by the pleasing level
ings should be reflected accordingly in the
of orders on hand, confidence reigns that
Company’s strength.
the decisions taken are the right ones for
overall market for analytical and bioanalytical measuring systems will continue to
The new products launched last year met
grow. Indeed, it looks set to accelerate in
with a healthy response at international
response to the new demands placed on
trade shows and symposiums. Penetrating
In evaluating its results for the financial
technical methods and applications. Despite
the global market remains an important
year 2001/2002, manufacturing costs
the gloomy economic climate in 2002,
aim this year.
underwent strict analysis.
Risk policy
Outlook
Analytik Jena’s positive development.
Analytik Jena is ready to face the future.
Group turnover and earnings are expected
44
to increase because Analytik Jena’s products
Research and development continue to be
and services are the market and technology
of great importance for Analytik Jena. Its
leaders in some areas. Its powerful core
instrument technicians and application
business units project solutions will make
chemists are working hard to develop equip-
Jena, December 2002
an outstanding contribution to turnover and
ment and process technologies at Analytik
The executive board
earnings thanks to its constant flow of
Jena’s application centre, which was expand-
incoming orders from Eastern Europe and
ed and newly fitted in 2002. One important
Klaus Berka
Jens Adomat
45
Financial statements
Medicine.
Our discoveries
help minimize
the side-effects.
48
49
Consolidated statement of changes in shareholders’ equity
50
51
for the period from October 1 to September 30, 2002 and 2001
Consolidated
income statement
Consolidated
balance sheet
as of September 30, 2002 and 2001
Consolidated statement
of changes in shareholders’
equity
Note
Net sales
Cost of sales
3i), 26
Gross profit
2002
2001
64,281
41,663
45,933
30,962
18,348
10,701
Assets
Note
2002
2001
3b)
4,837
6,363
-
565
Current assets
Cash and cash equivalents
Short-term investments/marketable securities
Operating expenses
Selling expenses
3l)
4,410
General administrative expenses
Research and development expenses
Amortization of goodwill
9,611
3k), 3m)
3g)
Depreciation of property, plant and equipment and intangible assets 3d), 3f), 7, 8
Operating income/(loss)
3,931
98
5,893
Trade accounts receivable
less bad debt allowances (2002:116, 2001: 149)
8,748
13,123
Inventories
3c), 5
9,859
8,804
Amount due on manufacturing orders with credit balance
3l)
8,791
4,685
Prepaid expenses and other current assets
6
1,624
846
25
2,079
1,076
(1,781)
1,237
Total current assets
17
Interest expense
17
Other income
(678)
635
184
(975)
-
Losses from associates
10,599
8,668
2,926
2,911
39
(1,417)
2,686
(529)
1,114
Income before minority interests
(888)
1,572
Minority interests
(11)
128
Income before income taxes
Income taxes
3n), 13
Net income/(loss) for the period
(877)
1,444
3,128
36,668
Intangible assets 3e), 3f), 3h), 8
(697)
(321)
2,911
35,146
Property, plant and equipment 3d), 3h), 3e), 7
Other (income)/expenses
Interest income
Investment in associates
3a)
66
56
Other financial assets
3r)
170
176
Goodwill
3g), 4
5,099
1,536
Deferred tax assets
3n), 13
1,622
-
55,628
50,015
Total assets
Liabilities and shareholders' equity
Current liabilities
Short-term loans
Current maturities of long-term financial debt
11, 12
66
166
499
327
Trade accounts payable
8,785
8,490
Basic earnings per share
3s), 22
(0.25)
0.41
Manufacturing orders with a debit balance
2,906
4,839
Diluted earnings per share
3s), 22
(0.25)
0.41
Deposits received from customers
381
560
6,011
2,140
Average shares outstanding (basic)
22
3,576,373
3,487,141
1,196
3,716
Average shares outstanding (diluted)
22
3,576,879
3,490,647
Accrued liabilities
All figures in Eu'000 except earnings per share
See also the "Notes on the consolidated financial statements"
Consolidated
cash flow statement
9
Other currend liabilities
Deferred tax liabilities
3n), 13
Total current liabilities
Long-term financial debt less current maturities
11, 12
Other liabilities
Pension obligation
3q), 14
Deferred tax liabilities
3n), 13
Total liabilities
1,156
11
21,000
20,249
2,148
567
983
774
333
300
-
466
24,464
22,356
Shareholders' equity
No-par value shares with a theoretical par value of Eu1.00
per share common stock 5,100,000 shares;
Authorized 3,822,483 issued (2001: 3,439,888)
15
3,850
3,500
Additional paid-in capital
15
25,634
22,138
Changes in shareholders' equity not resulting from
transactions with shareholders
3o)
33
-
1,994
2,871
Retained earnings
Less cost of treasury stock
(27,516 shares; 2001: 60,112 shares)
48
3p), 15
(347)
(850)
Total shareholders' equity
31,164
27,659
Total liabilities and shareholders' equity
55,628
50,015
All figures in Eu'000
49
Consolidated statement of changes in shareholders’ equity
Balance at October 1, 2000
Consolidated
income statement
23
Changes in additional paid-in capital
2001
Net income/(loss) for the period before income taxes,
less minority interests
(1,406)
2,558
Net income/(loss) for the period
(877)
1,444
Issued shares of no-par value
Purchase of treasury stock
- 22,138 3,500
-
Reconciliation of net income to net cash
used in operating activities
2,177
Amortization of intangible assets and depreciation of
property, plant and equipment
Addition to bad debt allowances
Increase in deferred taxes 3n), 13
3,500,000
Gains on sales of non-current assets
Changes in shareholders' equity
not resulting from transactions
with shareholders
1,444
1,444
1,444
-
-
-
-
Losses from associates
-
(23)
(23)
-
(23)
-
-
-
-
-
1,421
(850) (850)
Total changes
in shareholders' equity
Balance at September 30, 2001
-
(850)
(60,112)
-
- 22,138 3,500
(850)
3,439,888
-
(518)
1,202
-
(741)
110
(11)
11
39
(22)
(19)
(5,018)
(718)
(959)
(3,802)
(4,132)
295
Increase in trade accounts payable
2,871
(33)
4,961
5
Increase in other assets
571
27,659
1,101
Changes in assets and liabilities
Decrease/(increase) in trade accounts receivable
Increase in inventories
Purchase of treasury stock
3d)
Income from other financial assets
Comprehensive income
Consolidated
cash flow statement
Net cash used in operating activities
Subscribed capital
Currency translation differences
due to consolidation
Unrealized gains from securities
Retained earnings
1,427
27,088
Consolidated statement
of changes in shareholders’
equity
2002
Note
Proceeds from debt forgiveness
Net income for the period
Consolidated
balance sheet
for the period from October 1 to September 30, 2002 and 2001
Total shareholders' equity
as of September 30, 2002
3,722
Decrease in accrued liabilities and other liabilities
(4,347)
(1,612)
Net cash used in operating activities
(2,763)
(4,984)
Purchase of securities (available-for-sale and held-to-maturity)
(25)
(198)
Purchase of intangible assets, property, plant and equipment
(3,408)
(4,297)
Acquisition of investments in associates
(37)
Net loss for the period
not resulting from transactions
with shareholders
Comprehensive income
(877)
33
(877)
(877)
33
-
-
-
-
33
-
-
-
-
Net cash provided by (used in) investment activities
-
-
-
(844) (844)
Usage of treasury stock
503
503
Capital increase
3,846
3,846
Total changes
in shareholders' equity
Acquisition of majority interests less acquired cash and cash equivalents
-
503
3,496
350
32,596
349,999
4, 25
Proceeds from disposals of intangible assets and property,
plant and equipment
Proceeds from disposals of other financial assets
Net cash provided by (used in) investment activities
(1,386)
(30)
4,663
30
69
565
108
(4,261)
315
3,505
Net cash provided by (used in) financing activities
Balance at September 30, 2002
31,164
1,994
-
33 25,634 3,850
(347)
3,822,483
All figures in Eu'000 except number of no-par value shares
Increase/(decrease) in short-term loans
(100)
(264)
Proceeds from long-term financial debt
2,108
268
(356)
(834)
Redemptions of long-term financial debt
11
Cash used for the purchase of own shares
Cash received from issue of new shares
15
Net cash provided by (used in) financing activities
3,846
5,498
(583)
(1,413)
Net decrease in cash and cash equivalents
50
(1,526)
(6,082)
Cash and cash equivalents at the beginning of the period
3b)
6,363
12,445
Cash and cash equivalents at the end of the period
3b)
4,837
6,363
51
Notes
Biochemistry.
Our discoveries
contribute to
a healthy life.
The Company
54
Bases for the consolidated financial statements
54
Summary of significant accounting principles
55
Acquisitions of companies and participating interests
62
Inventories
66
Prepaid expenses and other current assets
67
Property, plant and equipment
67
Intangible assets
68
Accruals
68
Related parties
69
Long-term financial debt
70
Collateral security granted
70
Income taxes
70
Pension obligations
72
Share capital situation
74
Dividends
75
Derivative financial instruments
75
New accounting regulations
75
Other financial commitments
78
Other income
79
Stock options plan
79
Earnings per share
82
Risks
82
Events after the balance sheet date
83
Additional information on the cash flow statement
83
Segment reporting
84
86
Differences in accounting, valuation and consolidation methods
88
Notes
The Company
Bases for the consolidated
financial statements
Notes on the consolidated financial statements
Summary of significant
accounting principles
Acquisitions of companies
and participating interests
Inventories
1. The Company
Analytik Jena AG, AJZ Engineering GmbH,
The financial year under review does not
Debt and revenue consolidation, elimination
The parent company Analytik Jena AG
AJ IDC GmbH, AJ USA, Inc., AJ Cybertron
match the calendar year, but runs from
of intercompany profits and interests of
Prepaid expenses and
other current assets
based in Jena and its subsidiaries (referred
GmbH and AJ Blomesystem GmbH were
October 1, 2001 to September 30, 2002.
minority shareholders
Property, plant and
equipment
to jointly as the “Group” or the “Company”)
already included in the consolidated
All receivables and liabilities, sales, expenses
Intangible assets
develop, produce and market analytical
accounts last year, for the period under
and revenues as well as intercompany
Accruals
and bioanalytical equipment as well as
review they have been augmented by the
system solutions for laboratory automation,
new subsidiaries AJ APS Inc., AJ Italia srl
Consolidated entity
during consolidation. For consolidation
including the necessary industry-specific
and AJ Perichrom s.a.r.l. Please see note 4
The scope of fully consolidated companies
procedures impacting the revenue results,
Income taxes
software. The Group also specializes in
for more details on the individual acquisi-
comprises in addition to Analytik Jena AG all
necessary tax liabilities and assets are
Pension obligations
planning and equipping laboratories and
tions. During the course of the year, the
subsidiaries in which Analytik Jena AG directly
deferred, assuming the deviating tax expense
handling major complex projects in higher
former subsidiary Analytik-FP-Jena GmbH
or indirectly possesses majority voting rights.
will probably be balanced out in subse-
education and medicine. The Group supplies
was renamed AJ Überlingen GmbH.
3. Summary of significant
results within the Group are eliminated
Related Parties
Dividends
its products and services to users in industry
and science, especially in the growth markets
of environmental monitoring, life science,
2. Bases for the consolidated
The increase in the number of fully consoli-
stock in fully consolidated subsidiaries not
dated subsidiaries from six to nine is due to
belonging to the Group, a corresponding
Other income
the new subsidiaries APS Technologies, Inc.,
balancing item for minority interests is
Stock options plan
AJ Italia, srl and Perichrom s.a.r.l.
created.
Earnings per share
The present consolidated financial state-
Among the Company’s clients are renowned
ments have been prepared in compliance
companies operating throughout the world.
with the United States Generally Accepted
a) Consolidation principles
Currency translation
Including its partners and foreign branches,
Accounting Principles (US GAAP).
Capital consolidation
The assets and liabilities of subsidiaries
Additional information on
the cash flow statement
The annual financial statements of the
whose working currency is not the euro are
Segment reporting
Since various new rules introduced by
individual subsidiaries have been included in
all translated at the rate prevailing on the
Consolidated movements on
non-current assets
Frankfurt’s Neuer Markt technology index
the consolidated financial statements using
reporting date. By contrast, items in the
The Company’s operating structure is based
for structured quarterly reporting were
the purchase accounting method. This entails
consolidated income statement are trans-
on three business units named analytical
applied for the first time, various figures
setting off the costs of interest acquisition
lated using the average exchange rate for
solutions, bioanalytical solutions and project
from previous years have been adjusted
against the proportion of shareholders’ equity
the financial year. Differences from the
solutions.
to take into account the more detailed
attributed to the parent company at the date
translation of assets and liabilities resulting
reporting regulations.
of acquisition following the revaluation of
from deviating exchange rates compared to
assets and liabilities based on market values.
the previous year are listed separately in
countries.
In the period under review, the number of
54
Derivative financial
instruments
biotechnology, pharmaceuticals and energy.
the Group is represented in more than 70
quent financial years. With regard to voting
Risks
companies belonging to the Group rose
With the exception of earnings per share,
Any positive differences between the purchase
“Changes in shareholders’ equity not result-
thanks to a number of acquisitions and the
all sums in the consolidated financial state-
costs and the pro rata shareholders’ equity are
ing from transactions with shareholders”.
establishment of new firms. Whereas
ments are in thousand euros (Eu’000).
included as goodwill in “Intangible assets”.
Events after the balance
sheet date
Differences in accounting,
valuation and consolidation
methods
55
Notes
The Company
Inventories
Participations in associated companies
regular straight-line depreciation. Repair
research and development costs as and
f) Intangible assets
If, at the balance sheet date, Analytik Jena AG
and maintenance expenditure which does
when they occur. Regarding its specific
Intangible assets comprise patents and
holds between 20% and 50% of the voting
not prolong the useful life is expensed. Book
production processes, the Company defines
licences, trademarks, industrial property
Property, plant and
equipment
rights in a company and exercises a decisive
gains and losses on disposal are recognized
technological feasibility for software inte-
rights and marketing rights. The value
Intangible assets
influence on its business and financial policy,
in income at the date of disposal.
grated into measuring instruments as the
assigned to intangible assets is the purchase
Accruals
time when both a functioning laboratory
price less regular straight-line depreciation.
this company is regarded as an associate and
Related Parties
included in the balance sheet using the
The estimated useful life is 25 years for
hardware system and a working model
The estimated useful life of patents, licences,
equity method.
buildings, and three to twelve years for
tailored to it exist. The working model
industrial property rights and marketing rights
Income taxes
technical equipment and machinery as
approach is also applied to the software
is between four and ten years. The estimated
Pension obligations
well as office equipment and furniture.
sold separately. The estimated amortization
useful life of trademarks is fifeteen years.
b) Cash and cash equivalents
Dividends
Cash as well as all funds with an original
56
period for software produced by the Company
instruments
maturity of up to three months are shown
Product-related software and
itself is five years. The capitalized software
g) Goodwill
as liquid funds.
market-related standard software
production costs are written off over a period
The goodwill of companies acquired by
Capitalized software includes the production
of five years and recorded as the net realiz-
Analytik Jena before July 1, 2001 continued
Other income
c) Inventories
costs incurred for software used in the
able value (book value less any irregular
to be written off as planned in the current
Stock options plan
Inventories are carried at the lower of acqui-
Company’s products. These costs are
depreciation which may prove necessary).
year over the estimated useful life of ten
Earnings per share
sition/production cost or the market price,
shown in the balance sheet pursuant to
whereas most production costs (with the
the “Statement of Financial Accounting
e) Leasing
to the goodwill acquired by the Company
exception of unfinished goods within long-
Standards (SFAS) 86” (“Accounting for the
The Company has leased various hardware
after June 30, 2001 (see note 18).
term project business) are calculated on the
Costs of Computer Software to be Sold,
and software items. As the Company in its
basis of the moving average. Production
Leased or Otherwise Marketed”). These
capacity as lessee is considered the economic
h) Long-lived assets
costs comprise the directly attributable
software products comprise both separately
owner, the relevant leasing objects including
The Company reviews the values assigned
material and wage costs as well as pro rata
sold programs and software integrated into
the corresponding liabilities are recorded in
to long-lived assets if certain events or
overheads. Goods and services for the proj-
measuring instruments marketed by the
the Company’s balance sheet (“capital
altered circumstances indicate that the book
ect business have been reported in the bal-
Group. Pursuant to the definition, the
lease”) pursuant to SFAS 13 (“Accounting
value of an asset no longer corresponds to
ance sheet using the “percentage of comple-
capitalization of such expenditure starts
for Leases”). All other leasing agreements
its fair value. The value assigned to an
tion method” including the pro rata profits.
when the state of technological feasibility is
with regard to which the Group acts as the
asset which is actually used is calculated by
reached and concludes when the product
lessee are to be treated as “operating leases”.
comparing its book value with the future,
d) Property, plant and equipment
has become marketable. All expenditure
As such, lease payments are expensed
non-discounted cash flow which can be
Property, plant and equipment is carried at
incurred until the state of technological
linearly over the leasing duration.
expected to be created with this asset. If
the acquisition or manufacturing cost less
feasibility is reached is expensed as
years. No planned depreciation was applied
Risks
sheet date
Segment reporting
the value of such an asset is believed to
non-current assets
methods
57
Notes
The Company
Inventories
have declined, the decrease in value to be
profit is calculated on the basis of the ratio of
Company always reviews its customers’
dies received total Eu0.724m (previous
recorded is the amount by which its book
the costs already incurred to the estimated
creditworthiness. Normally, no collateral is
year: Eu1.071m). The difference in these
value exceeds its fair value.
total costs.
demanded. Pursuant to the general terms
two items is due to manufacturing costs for
Property, plant and
equipment
of business, the legal ownership of the
property, plant and equipment being cut
Intangible assets
(also see note 3m).
Accruals
The changes in property, plant and equip-
The POC method is based on estimates.
products sold remains with the Company
ment are shown in the consolidated move-
Owing to the uncertainties involved, estimates
until they have been fully paid for. Within
ments on non-current assets.
of the expenditure required until production
the business unit project solutions, payments
l) Product-related expenses
(including warranty expenditure) may have
on account and payments by instalment
Marketing and advertising costs are
Income taxes
i) Revenue (sales) recognition
to be subsequently corrected. Such correc-
are agreed to the extent customary in the
expensed as and when they are incurred.
Pension obligations
The Company recognizes sales revenues
tions of expenditure and income are recorded
industry. International large-scale projects
Eu1.446m was spent on marketing and
from deliveries upon transfer of the economic
for the period in which the need for correc-
are normally secured by financial loans
advertising (previous year: Eu1.094m).
ownership to the purchaser or to his power
tion is determined. Accrued liabilities for
issued by the German Federal Government.
Freight costs amounting to Eu1.192m
of disposal – with the exception of long-
impending losses are expensed for the
Due to present customer concentration
(previous year: Eu0.270m) are contained in
term project orders. Sales revenues from
period in which such losses become apparent.
resulting from agency agreements with
“Cost of sales” to the extent as they are
Other income
Carl Zeiss Jena GmbH, Jena, the turnover
charged to the customer; otherwise they
Stock options plan
are recorded as “Selling expenses”.
Earnings per share
Related Parties
Dividends
services performed including the products
used for these services are recognized after
j) Credit risks
and liabilities of the Company are subject
the service has been delivered.
Short-term investments which might lead
to a default risk (also see note 26).
to a concentration of the Company’s credit
58
Risks
m) Public grants
sheet date
Within the business unit project solutions and
risk primarily comprise cash, short-term
The currency risks which remain after setting
Tax-free investment grants are deferred and
AJ Blomesystem GmbH’s independent soft-
investments and liabilities. Cash and money
off invoiced sales amounts and procurement
taken to income over the useful life of the
Segment reporting
ware marketing, specific customer orders are
market papers are primarily in US dollars
procedures in foreign currencies are secured
assets subsidized. Taxable investment subsi-
non-current assets
implemented over a period of several years
and euros; short-term investments are
by foreign exchange forward contracts.
dies for intangible assets and property,
spanning a number of reporting periods.
made in high-quality securities.
plant and equipment reduce the acquisition
k) Research and development expenses
instruments
costs of the subsidized assets.
Given the long-term nature of these orders,
The Company constantly monitors its
General R&D costs are expensed as and
both the sales revenues and the expected
investments with financial institutions and
when they are incurred. The expenses of
Furthermore, the Company receives subsi-
profit are recognized over the period of per-
their credit quality. A default risk is assumed
Eu3.931m (previous year: Eu0.846m)
dies towards certain R&D projects which are
formance pursuant to US GAAP (“ARB 45 in
to be virtually non-existent. The Group’s
already include the deductions for R&D
netted against the corresponding expenses.
connection with SOP 81-1” and “SOP 97-2”).
sales revenues and liabilities are subject to
subsidies of Eu0.444m (compared to
Regarding the risks connected with the
The respective share in sales revenues and
the default risks customary in business. The
Eu0.918m in the previous year). The subsi-
granting of subsidies, please see note 23.
methods
59
Notes
The Company
Inventories
n) Income tax
p) Treasury stock
Regarding its obligations to disclose pensions
Based Compensation” has been applied to the
Income tax is accounted for pursuant to
The shareholders’ meeting of March 8, 2001
and other post-retirement benefits, the
statements in the notes (see also note 21).
SFAS 109 (“Accounting for Income Taxes”).
authorized the executive board to acquire
Company follows accounting principle SFAS
In compliance with this method, deferred
treasury stock up to 10% of the shares
132 “Employer’s Disclosure about Pensions
u) Use of estimates
Intangible assets
tax assets and deferred tax liabilities are
issued as “acquisition currency” for future
and Other Postretirement Benefits”.
In order to draw up the consolidated finan-
Accruals
computed based on the values in the
acquisitions of companies and participations.
balance sheet.
The value assigned to this treasury stock in
r) Other financial assets
Generally Accepted Accounting Principles,
the balance sheet is the acquisition costs,
The item “Other financial assets” also com-
the management of the Company has to
Income taxes
Tax consequences of temporary differences
which are deducted from the other equity
prises the cash values of the reinsurance
make estimates and assumptions regarding
Pension obligations
between balance sheet values pursuant to
items. When the treasury stock is used as
policies concluded to secure the pension
the amount of certain assets and liabilities in
commercial valuation and tax valuation of
“acquisition currency”, the shares with the
obligations.
the balance sheet as well as the disclosed
assets or liabilities which will reverse in sub-
highest acquisition costs are considered to
sequent financial years are taken into
be used first. If the market value of the
s) Earnings per share
under review. The actual results may differ
account. They are computed on the basis of
shares used exceeds the acquisition costs,
The earnings per share are calculated pur-
from these estimates and assumptions.
the tax rates and regulations applying at the
the difference is transferred to “Additional
suant to accounting regulation SFAS 128
Stock options plan
presumed time of reversal of the differences.
paid-in capital” not affecting the current
“Earnings per Share”. In this connection,
Earnings per share
Furthermore, deferred tax assets are recorded
income; otherwise the unappropriated
the basic earnings per share as well as the
for tax losses brought forward. Insofar as the
retained earnings brought forward are
diluted earnings per share must be shown
realization of deferred tax assets is improb-
reduced accordingly.
(see note 22).
Property, plant and
equipment
cial statements in compliance with the US
Related Parties
Dividends
income and expenses during the period
able, a valuation allowance is made.
60
Other income
Risks
sheet date
Segment reporting
q) Pensions and similar obligations
t) Stock options plan
o) Changes in shareholders’ equity other
The Company’s direct pension to the
The Company’s stock options plan has been
than transaction with shareholders
members of the executive board are
recognized in the accounts pursuant to
(“other comprehensive income”)
performance-linked in the sense of SFAS 87
accounting standard APB 25 “Accounting
This item includes changes in shareholders’
(“Employer’s Accounting for Pensions”) and
for Stock Issued to Employees” and the
equity not affecting current income, i.e.
must therefore be regarded as “defined
corresponding notes. Under this method,
unrealized gains or losses from the market
benefit plan”. The pension obligations were
the issuing of options only incurs personnel
valuation of securities, along with foreign
therefore evaluated within the actuarial
costs if the market value of the shares at
currency differences to the shareholders’
appraisal applying the projected unit credit
the time these options are issued exceeds
equity of subsidiaries whose accounts are
method.
the price at which the options may be
not maintained in euros.
instruments
exercised. SFAS 123 “Accounting for Stock-
non-current assets
methods
61
Notes
The Company
4. Acquisitions of companies and
participating interests
Perichrom s.a.r.l, Paris
The following table shows the balance sheet figures of the main companies acquired at the
In March 2002, the Company purchased a
respective acquisition date:
APS Technologies, Inc., Houston/TX
51.5% stake in Perichrom s.a.r.l. Based in
At the end of September 2001, Analytik
Paris, Perichrom specializes in developing
Jena AG acquired a 100% interest in APS
and marketing analysis instruments for use
Technologies, Inc. (Houston, USA) with
in gas chromatography. Including the original
effect from October 1, 2001. The new com-
shareholder, Perichrom has eight employees.
pany was immediately included in consoli-
The French company was included in consoli-
dation. APS Technologies develops, produces
dation as of March 1, 2002. The Group
and sells innovative analysis systems for
income statement contains the operating
the petrochemical market. Its products are
results of Perichrom as of the date of
mainly used in the oil production and pro-
acquisition.
AJ APS Technologies Inc.
Perichrom s.a.r.l
116
-
Inventories
107
230
Other assets
340
212
93
21
Intangible assets
360
169
Assets
Inventories
Property, plant and
equipment
Intangible assets
Deferred tax assets
Total assets (gross)
95
-
1,111
632
Accruals
Related Parties
Income taxes
Pension obligations
Dividends
Liabilities
Accrued and other liabilities
Total liabilities
1,580
480
instruments
1,580
480
cessing sector.
Acquired net assets
Goodwill
The company was purchased for a price of
Eu2.3m including 40,000 shares, of which
so far 20,000 have been transferred. The
(469)
2,777
152
104
Other income
Stock options plan
Purchase price
2,308
256
Earnings per share
Risks
sheet date
Group income statement contains the
operating results of APS Technologies as
The intangible assets of AJ APS concern a
network. Moreover, the integration of a
of the time of purchase.
patent with an estimated lifetime of ten years.
complete group of products by APS made
Segment reporting
a valuable addition to the Group’s portfolio.
non-current assets
The goodwill of the companies acquired as
shown in the table is based on sustained
Had the companies been integrated into
distribution effects from which the entire
the Company’s consolidation as of the start
Group stands to benefit.
of the previous year, the impact of their
sales and results would have been insignifi-
The acquisition of shareholdings in other
cant for the Group, and so a separate pro
companies delivered additional synergies
forma table has not been included.
to Analytik Jena’s international sales
methods
62
63
Notes
The Company
Inventories
Acquisitions in the previous year
The combination of the two companies’
accounting method. In addition, the Company
AJ Blomesystem GmbH (AJB),
AJZ Engineering GmbH (AJZ), Jena
expertise and capacities has made AJZ a
exercised a purchase option for the remain-
Engelskirchen
On December 1, 2000, the Company and
leading engineering company for turnkey
ing 10% of stock in January 2002.
Under contracts signed in July and Septem-
Property, plant and
equipment
Carl Zeiss Jena GmbH (CZJ) jointly acquired
investment projects in the sectors of
ber 2001, the Company acquired a 75.2%
Intangible assets
a shelf company, increased its capital and
biotechnology, medicine and life science.
A supplier of equipment systems, IDC had
stake in AJB for a price of Eu0.463m. AJB
Accruals
changed its name to AJZ Engineering GmbH.
The business activities of the still young
already enjoyed close economic links with
specializes in software tools for the devel-
The subscribed capital totalled Eu0.250m, of
AJZ have mainly been characterized by its
the Company prior to initial consolidation.
opment of information and management
which 60% was acquired by the Company.
function as an agent for large-scale projects
Due to offsetting within sales and expense
systems in analytical and bioanalytical la-
Income taxes
The Company paid Eu0.154m in cash for its
in Germany and abroad implemented by
consolidation, if IDC had been included in
boratories and was included in the consoli-
Pension obligations
60% stake; the minority shareholder CZJ
the two shareholders. In addition, it has
consolidation at the beginning of the previous
dated accounts as of July 1, 2001 using the
paid for its 40% share in kind.
already been very successful in acquiring
year the effects of pro forma consolidation
purchase accounting method.
projects on its own.
on the previous financial year’s results and
Related Parties
Dividends
CZJ has a right of tender to offer the Company
sales figures would have been insignificant.
its shareholding for sale for a fixed price of
AJ IDC Geräteentwicklungsgesellschaft
Eu0.100m, which may be exercised between
mbH (IDC), Langewiesen
December 1, 2003 and November 30, 2004.
instruments
The concentration of product development
and restructuring measures taken directly
Other income
AJ Cybertron GmbH, Berlin
before acquisition made a reliable pro forma
Stock options plan
On April 20, 2001, the Company acquired a
On July 1, 2001, the Company acquired 75.1%
scenario impossible.
Earnings per share
The Company has a purchase right of the
further 40% interest in IDC for a price of
of Cybertron Gesellschaft für Elektronik und
same amount and term. Consequently, the
Eu0.079m. The purchase price was paid
Prozessautomation mbH, Berlin for a pur-
The following unaudited pro forma finan-
right of tender amounting to Eu0.100m has
partly in cash and partly by transferring
chase price of Eu0.318m. The company,
cial data shows the results which would
been carried in the Company’s financial
3,323 shares from the Company’s treasury
which focuses on the development and
have been achieved in the previous year
Segment reporting
statements with an accrued liability and
stock. These shares were subject to a
manufacture of laboratory automation and
had AJZ Engineering GmbH and
non-current assets
deducted from the purchase price. The
one-year lock-up period starting at the date
robot systems, has been included in the
AJ Cybertron GmbH been acquired at the
Company holds all the voting rights
of transfer. The Company hence now
consolidated accounts as of July 1, 2001
start of the previous financial year.
regarding the capital of AJZ; the shares
owned 90% of IDC, which specializes in
using the purchase accounting method.
held by CZJ are non-voting shares.
the development of analysis systems for
as of December 1, 2000 using the purchase
IDC has been included in the accounts as
accounting method.
of April 1, 2001 based on the purchase
sheet date
2001 (unaudited)
sum parameter and elementary analysis.
The company was included in the accounts
Risks
Pro forma total sales
45,360
Pro forma net income
1,510
Pro forma earnings per share
0.43
All figures in Eu’000 (except pro forma earnings per share)
methods
64
65
Notes
The Company
The pro forma results are based on esti-
not been adjusted in the period under
6. Prepaid expenses and other current assets
mates and assumptions and are merely
review within the allocation period – with
The other current assets are shown in the following table:
shown by way of comparison. The pro
the exception of accrued liabilities for spe-
forma results do not necessarily infer the
cific risks amounting to Eu0.860m and
respective net income which would actual-
deferred tax liabilities of Eu0.325m as well
ly have been recorded or any future results.
as additional purchase costs of Eu0.122m,
which increased the goodwill of the acqui-
The provisional balance sheets of the com-
sitions. No use was made of the accrued
panies acquired in the previous year have
liabilities by the balance sheet date.
Inventories
2002
2001
Tax demands
893
1,200
Accounts receivable from grants
748
835
Accounts receivable from associates
-
166
Customer financing
-
102
Prepaid expenses
113
222
Guarantees
43
15
Other current assets
1,114
588
2,911
3,128
Property, plant and
equipment
Intangible assets
Accruals
Related Parties
Income taxes
Pension obligations
All figures in Eu’000
Dividends
instruments
5. Inventories
7. Property, plant and equipment
As of September 30, the inventories were made up as follows:
As of September 30, property, plant and equipment was made up as follows:
Other income
2002
2001
2002
2001
Raw materials, auxiliary materials, consumables and merchandise
4,024
3,597
Land and improvements
406
406
Stock options plan
Unfinished products
2,890
2,865
Buildings, fixtures and fittings
1,797
1,029
Earnings per share
Finished products
3,066
2,398
Plant and machinery
2,479
2,341
9,980
8,860
Other operating and office equipment
3,216
2,504
150
13
Software
2,835
2,813
Product-specific software and market-based standard software
2,216
1,187
Construction in progress
1,509
893
14,458
11,173
(3,859)
(2,505)
10,599
8,668
Down payments made
Valuation allowance for inventories
Total inventories
(271)
9,859
(69)
8,804
Accumulated depreciation
Total property, plant and equipment
The valuation allowance refers to raw and
and is accounted for by surplus slow-moving
auxiliary materials, consumables and mer-
items in the manufacturing division.
chandise as well as to unfinished products,
Risks
sheet date
Segment reporting
non-current assets
Depreciation for property, plant and equip-
Depreciation for product-specific software
ment amounted to Eu1.469m for the finan-
and market-based standard software in the
cial year ending on September 30, 2002
year under review totalled Eu0.336m (pre-
and Eu0.863m for the year ending on
vious year: Eu0.110m).
September 30, 2001.
methods
66
67
Notes
The Company
Inventories
8. Intangible assets
Restructuring accruals were not used by the
The Company maintains arm’s length busi-
As of September 30, intangible assets were made up as follows:
reporting date. No additional restructuring
ness relationships with its associates. These
accruals were set aside during the period
transactions are not significant and no
Property, plant and
equipment
under review.
special terms were granted which would
Intangible assets
have been refused to unrelated external
Accruals
2002
2001
Patents, licences, industrial property rights,
trademarks and other know-how
3,708
3,164
Advance payments
321
274
4,029
3,438
Accumulated amortization
(1,103)
(527)
2,926
Total intangible assets
2,911
The amortization for intangible assets for the
of intangible assets has yet become neces-
financial years ending on September 30, 2002
sary. The expected linear amortization for
and 2001 totalled Eu0.576m and Eu0.224m
the next five years is shown in the following
respectively. No extraordinary amortization
table:
Related Parties
The accruals for long-term manufacturing
parties. Transactions of an insignificant vol-
projects mainly contain accruals for services
ume were also carried out with companies
yet to be performed for completed projects
related to the members of the supervisory
Income taxes
and accruals for services already performed
board. The same arm’s length terms for the
Pension obligations
but not yet invoiced.
industry and the territory concerned were
Dividends
applied as would have been granted to
10. Business relations with associ-
2003
2004
2005
2006
2007
1,024
794
664
454
435
9. Accruals
2002
2001
Accruals for specific risks and planned restructuring measures
1,750
890
Accruals for collateral guarantees
623
519
Accruals for outstanding invoices
314
120
Accruals for long-term manufacturing projects
2,069
-
Other accruals
1,255
611
6,011
2,140
instruments
ated enterprises, shareholders
and other related parties
Planned amortization
unrelated external parties.
A&B und Partner GbR, Jena
Other income
The Company’s balance sheets feature
Mr Klaus Berka and Mr Jens Adomat, both
Stock options plan
amounts due to and from associated enter-
members of Analytik Jena AG’s executive
Earnings per share
prises separately from amounts due to and
board, and their wives are all partners of
from shareholder loans (assuming such
A&B und Partner GbR (A&B GbR), Jena.
amounts existed at the reporting date).
Each partner holds a 25% stake. Analytik
“Associated enterprises” cover those com-
Jena AG has rented its office building in
Segment reporting
panies and persons listed in SFAS 57
Jena (including the extension completed
non-current assets
(“Related Party Disclosures”) as well as
this year) from this company. An annual
companies and persons related to the
rent of Eu0.327m (previous year: Eu0.160m)
Group.
was paid to A&B GbR.
Risks
sheet date
methods
68
69
Notes
The Company
11. Long-term financial debt
Income taxes comprise national tax factors. The tax expense (income) for the years 2002
As of September 30, long-term financial debt was made up as follows:
and 2001 is made up as follows:
2002
Inventories
2001
2002
2001
Terms of redemption
5.95% investment loan (2001-2009)
168
87
monthly as of 10/2001
Current taxes
(11)
-
123
Deferred taxes
(518)
1,202
177
244
Tax expense (income)
(529)
1,114
22
25
5.25% liquidity loan (1995-2001)
-
46
half-yearly as of 06/1997
3.25% ERP loan (1999-2009)
201
216
5.77% leasing finance (1999-2003)
33
95
(88)
Property, plant and
equipment
Intangible assets
Accruals
Related Parties
For the financial year 2001/2002, an
such differences are reversed. On Sep-
effective tax rate of 38.1% has been
tember 30, 2002, the Company showed
assumed, computed on the basis of the
tax loss carry-forwards of Eu7.9m.
Income taxes
Pension obligations
4.50% liquidity loan (2001-2010)
1,678
-
350
-
Other
18
58
2,647
894
applicable rates for corporation tax, trade
In accordance with the German tax laws
(327)
tax and the solidarity surcharge. Deferred
currently valid, these losses can be carried
taxes for temporal differences were
forward for an unlimited period of time
calculated on the basis of the rate which
and may be used to offset the Company’s
Other income
will presumably apply at the time when
future taxable profits.
Stock options plan
(499)
Less current maturities
2,148
Dividends
567
Earnings per share
The table below shows the development of the future redemption amounts:
Redemption amounts
2003
2004
499
456
2005
2002
353
2006
2007
Subsequent
years
353
353
633
The amortization of the goodwill shown in the Group balance sheet does not represent taxTotal
2,647
Income before income taxes excluding minority interests
‘Expected’ effective tax rate
Calculated ‘expected’ tax expense (income)
12. Collateral security granted
13. Income taxes
Collateral security was agreed regarding
Profit/loss before tax is mainly incurred by
short-term and long-term financial liabili-
the parent company and its German sub-
ties. It includes registered land charges of
sidiaries.
Risks
sheet date
deductible expenses:
2002
Eu2.051m (Eu0.511m and Eu1.540m), the
instruments
(1,406)
38.1 %
(540)
Increase in tax expense due to items which are
not tax-deductible or taxable
94
Effects of changed statutory tax rates
-
Other effects
Income tax
Effective tax rate
(83)
(529)
37.6 %
2001
2,558
Segment reporting
51.4 %
1,316
non-current assets
76
(358)
80
1,114
43.5 %
assignment of security of machines of
Eu0.350m and collateralization of financed
objects amounting to Eu0.380m.
methods
70
71
Notes
The Company
Tax effects due to temporal differences which result in significant short-term and long-term
The following table shows the development of the pension obligations, including reconcilia-
deferred tax assets and liabilities are made up as follows:
tion with the balance sheet and the cash value of the reinsurance policies:
2002
2002
2001
Pension obligations as of October 1, 2001 and 2000
233
208
2001
Short-term deferred tax assets
Accruals and short-term liabilities
219
514
Current service cost
21
20
Other
-
16
Interest expense from discounting the cash values of future pension benefits (PBO)
14
12
219
530
Less actuarial gains
(6)
(7)
Long-term deferred tax assets
Pension obligations as of September 30
262
233
Inventories
Property, plant and
equipment
Intangible assets
Accruals
Related Parties
Tax loss brought forward
3,010
744
Non-appropriated profit
71
67
Other
-
30
Pension accruals
333
300
3,010
774
Capital value of the insurance as of October 1, 2001 and 2000
96
81
Dividends
Short-term deferred tax liabilities
Pension obligations
Development of reinsurance
Long-term contract manufacturing
1,301
512
Appreciation of capital value
16
15
Other
74
29
Capital value of the insurance on September 30
112
96
1,375
541
Reinsurance
112
96
Software and intangible assets
1,145
877
243
363
1,388
1,240
Long-term deferred tax liabilities
Other income
The pension obligations are assessed on the
ment concerning the pension commitments
Stock options plan
basis of an actuarial report based on an
does not include a corresponding provision.
Earnings per share
Risks
unchanged interest rate of 6.0% p.a. and an
14. Pension obligations
instruments
Income taxes
unchanged pension adjustment of 2.0% p.a.
By virtue of commitments made to the
beneficiaries’ 65th year), disability pension
chairman of the executive board, the
and widow’s pension. The Company took
Salary increases did not have to be taken
Company entered into direct pension
out reinsurance in order to safeguard the
into consideration as the contractual agree-
obligations comprising old-age pension
claims of the executive board members.
The pension expense is made up as shown
sheet date
below. The capital value of the reinsurance
is included in “Other investments”.
Segment reporting
non-current assets
2002
2001
Current service cost
21
20
Interest expense from discounting of cash values of future pension benefits
14
12
(to be paid as of the completion of the
Less pro-rata actuarial gains
Pension expense
(2)
(2)
33
30
methods
72
73
Notes
The Company
Inventories
15. Share capital situation
The stock options program has a total
acquisition of the remaining 10% interest
interest of the Company’s long-term finan-
Subscribed capital
volume of up to 350,000 options and was
in AJ IDC GmbH.
cial debt roughly corresponds to the cur-
In the financial year 2001/2002, a capital
issued in three tranches. Up to 267,500
rent customary interest rates, along with
Property, plant and
equipment
increase of Eu349,999.00 took place, which
options were reserved for employees of the
16. Dividends
the short maturities of its short-term finan-
Intangible assets
was entered in the commercial register on
Company and other, associated companies,
Dividends may only be paid from the unap-
cial instruments.
Accruals
June 26, 2002.
up to 30,000 options were reserved for the
propriated retained earnings and the profit
managers of associated companies, and
reserves of the Company as shown in the
18. New accounting regulations
As of September 30, 2002, the subscribed
the remaining options (up to 52,500) were
individual German financial statements pur-
In June 2001, the FASB published two new
Income taxes
capital totalled Eu3,849,999.00, as shown in
reserved for members of the Company’s
suant to commercial law. These amounts
accounting guidelines: SFAS no. 141
Related Parties
the balance sheet. It consists of 3,849,999
executive board.
deviate considerably from the unappropri-
“Business Combinations” and SFAS no. 142
ated retained earnings brought forward as
“Goodwill and Other Intangible Assets”.
Pension obligations
Dividends
no-par-value bearer shares. Each share entitles
Authorized capital
shown in the present US GAAP consolidat-
SFAS 141 requires that business combina-
restrictions on the voting rights.
According to the Company’s articles of
ed accounts. The German financial state-
tions initiated after June 30, 2001 be
association, the executive board is em-
ments of Analytik Jena AG as of September
accounted for using the purchase account-
Other income
Conditional capital
powered – assuming the supervisory board’s
30, 2002 pursuant to commercial law
ing method. Furthermore, the guidelines
Stock options plan
The conditional capital listed in euros in the
approval – to increase the share capital by
showed an accumulated deficit of Eu7.8m
define certain categories of acquired intan-
Earnings per share
balance sheet amounts to Eu350,000.00.
April 1, 2004 by up to Eu1,250,000 by issu-
resulting from the net loss for the year of
gible assets which have to be shown sep-
ing new bearer shares.
Eu6.2m and accumulated losses brought
arately from the goodwill.
The shareholders’ meeting on June 29, 2000
74
instruments
the bearer to one vote. There are no
At September 30, 2002 the authorized cap-
ditional increase in capital by up to
ital was Eu900,001.00. The decline in the
Eu350,000.00 by issuing up to 350,000
Risks
sheet date
forward of Eu1.6m.
passed a resolution concerning the con-
SFAS 142 stipulates that goodwill and
Segment reporting
17. Derivative financial instruments
intangible assets with an indeterminable
non-current assets
authorized capital at September 30, 2002
Pursuant to SFAS 107 (“Disclosures about
period of use should not be subjected to
no-par value bearer shares with a theoreti-
results from the regular capital increase in
Fair Value of Financial Instruments”) the
regular amortization, although they must
cal par-value of Eu1.00 each.
June 2002 of Eu349,999.00.
Company is obliged to state the market
be reviewed for impairment at least once a
value of its financial instruments such as
year. If, however, the period of use of an
This conditional capital increase serves the
Treasury stock
cash and cash equivalents, receivables, lia-
intangible asset can be determined based
one-off or multiple granting of share pur-
At the balance sheet date the Company
bilities and derivatives. The Company esti-
on the new regulations, regular amortiza-
chase options pursuant to Section 192,
had 27,516 (previous year: 60,112) treasury
mates that there is no material difference
tion over the estimated useful life is to be
para. 2, no 3 AktG (German Stock Corporation
stock shares. This reduction was explained
between the market and the book value of
applied. The regulations concerning the
Act) to members of the executive board, man-
by the transfer of shares involved in the
its financial instruments. This judgement is
impairment review and amortization of
agers and qualifying Company employees.
purchase of APS Technologies Inc. and the
based on the fact that the actual rate of
certain intangible assets acquired before
methods
75
Notes
The Company
Inventories
July 1, 2001 contained in SFAS 142 must
These commitments are to be expensed at
Principles Board Opinion 30 “Reporting the
regular depreciation is to be discontinued.
be applied to financial years starting after
their market value in the period in which
Results of Operations – Reporting the Effects
This means that operations which are to be
December 15, 2001.
the related payment obligations arise, and
of Disposal of a Segment of a Business, and
discontinued are no longer to be valued on
Property, plant and
equipment
the book value of the related property,
Extraordinary, Unusual and Infrequently
the basis of the net disposal proceeds
Intangible assets
The Company applied SFAS 141 as well as
plant and equipment is to be increased
Occurring Events and Transactions”.
which are involved and that expected
Accruals
the amortization regulations contained in
accordingly. The value assigned is to be
SFAS 142 to goodwill and other intangible
written down over the remaining lifetime
On the basis of SFAS 121, SFAS 144 creates
shown until they have actually occurred.
assets acquired after June 30, 2001 in the
of the items of property, plant and equip-
a single consistent accounting model for
SFAS 144 will have to be applied for the
Income taxes
financial year under review. The provisions
ment. At the end of each accounting period,
long-lived assets which are to be sold off,
first time with effect from the financial year
Pension obligations
of SFAS 142 regarding the impairment
the liability is adjusted to its current cash
including for business operations which are
commencing on October 1, 2002. The
review and amortization of certain in-
value and treated as income.
to be discontinued. The main differences
application of SFAS 144 is not expected to
are more stringent criteria for the classifica-
have a major impact on the consolidated
accounts.
future operating losses are not to be
Related Parties
Dividends
tangible assets acquired before July 1, 2001
Any positive or negative difference from the
tion of long-lived held-for-sale assets and
financial year 2002/2003, which started on
book value arising when the liabilities are
the rule that long-lived assets which are to
October 1, 2002. The Company assumes
redeemed is also treated as income. SFAS
be disposed of by some other method than
In July 2002 the FASB published SFAS 146,
Stock options plan
that applying SFAS 142 will not have a
143 must be applied as of the financial
sale are to be regarded as still in use until
“Accounting for Costs Associated with Exit
Earnings per share
major impact on its consolidated accounts.
year starting on October 1, 2002, but will
they have actually been disposed of. SFAS
or Disposal Activities”, which abolishes the
not have any significant impact on the
144 also stipulates that operations to be
Emerging Issues Task Force (EITF) Issue
Company’s consolidated accounts.
discontinued be shown separately, but
94–3, “Liability Recognitions for Certain
broadens it from hitherto relevant business
Employee Termination Benefits and Other
Segment reporting
non-current assets
143 “Accounting for Asset Retirement
76
are to be applied for the first time in the
In June 2001, too, the FASB published SFAS
instruments
Other income
Obligations”. SFAS 143 regulates the
In August 2001 the FASB published SFAS
segments to cover components of an entity
Costs of Exiting an Activity (including Certain
accounting and reporting of commitments
144 “Accounting for the Impairment or
which have either already been disposed of
Costs Incurred During a Restructuring
stemming from the closure or sale of items
Disposal of Long-Lived Assets”. This new
or are to be sold off.
Operation)”. SFAS 146 stipulates that expen-
of property, plant and equipment and the
regulation replaces SFAS 121 “Accounting
related closure costs. It is applied to legal
for the Impairment of Long-Lived Assets
The new regulations stipulate that long-
disposal of activities is not treated as income
commitments from the closure or sale of
and for Long-Lived Assets to be Disposed
lived assets which are to be disposed of
when the management of a company
items of property, plant and equipment
Of”, as well as the regulations governing
are to be shown at the lower of book or
agrees upon an actual discontinuation or
arising from the acquisition, production,
accounting and reporting in connection
current market value less any disposal
disposal plan, but only when a liability
development and/or customary usage of
with a part of business which has been
expenditure which may be incurred, and that
comes into being vis-à-vis a third party.
the items.
disposed of contained in Accounting
Risks
sheet date
diture resulting from the discontinuation or
methods
77
Notes
The Company
Inventories
Among the expenditure this includes are
19. Other financial commitments
20. Other income
The exercise price for the individual tranches
certain redundancy payments to employ-
The Company has rented three office
Other income shown for the financial year
was 15% above the reference price for
ees, the costs of the premature termination
blocks in Jena, one office building each in
under review totals Eu0.321m (previous
tranche I and 10% above the reference
Property, plant and
equipment
of contracts, and costs incurred in connec-
Berlin, Engelskirchen and Überlingen, as
year: Eu0.975m). Last year this item con-
price for tranches II and III. The reference
Intangible assets
tion with the merger or closure of facilities
well as one production building in Eisfeld.
tained debt extinguishment of Eu0.741m;
price for tranche I was the original issue
Accruals
or employee relocation. SFAS 146 addition-
Moreover, premises have been rented for
there was no such comparable income in
price. The reference price for tranches II
ally stipulates that such a liability is to be
subsidiaries and branches abroad in the
the period under review.
and III was the arithmetical mean of XETRA
shown at market value and, given changes
USA, Italy, Thailand, China and Russia.
Related Parties
closing quotation rates at Frankfurt stock
Income taxes
21. Stock options plan
exchange for shares in Analytik Jena AG
Pension obligations
In addition, most of the vehicles in the
The stock options plan set up in the
during the five stock exchange trading days
transport fleet are leased (operating lease).
financial year 1999/2000 authorized the
before and after the day on which the
The provisions contained in this new stan-
The leasing contracts have various terms;
executive board with the supervisory
executive board and the supervisory board
dard will probably be applicable to discon-
the shortest contracts run for 24 months and
board’s approval to issue up to 350,000
resolved to issue the stock options. Those
tinuation or disposal activities initiated after
the longest for 48 months, ending in the
options to purchase shares in Analytik Jena
eligible may exercise their options in three
Other income
December 31, 2002, although application
financial year 2005/2006. In the periods
to qualifying employees and executives of
stages once the statutory holding period of
Stock options plan
with effect from an earlier time is also pos-
under review, Eu0.279m (2002) and
the Company.
two years has expired. The exercise term
sible. The application of SFAS 146 is not
Eu0.272m (2001) were expensed for car
expected to have any serious impact on the
leasing.
to the estimated payment flows, adjusted
accordingly.
Dividends
Earnings per share
Risks
sheet date
three weeks after the relevant shareholders’
share in Analytik Jena AG at the exercise
meeting or the publication of the QIII
price. The options were issued free of
report. All options must be exercised at the
Segment reporting
charge. Shares issued on the basis of these
latest by the expiry of the first exercise
non-current assets
The obligations resulting from rental and leasing as well as from the acquisition of APS
options were first entitled to dividends in
term following the fifth anniversary of the
Technologies Inc. for the period after September 30, 2002 are scheduled in the following table:
the financial year in which they were issued.
date of the allotment agreement. Any
The stock options scheme was designed to
options which are not exercised lapse.
2006
2007
Subsequent
years
916
856
843
843
5,541
659
-
-
-
908
856
843
843
6,449
2002
2005
2003
2004
Rent and lease
1,082
1,001
Acquisition of APS Technologies, Inc.
-
249
1,082
1,250
1,575
78
Each option grants the right to acquire one
consolidated accounts.
after the expiry of the holding period is
instruments
Total
boost the motivation and commitment of
employees and the management of the
Within tranche I, 245,200 options were
Company, and to create incentives to increase
granted on June 29 and 30, 2000 at an
the stock exchange price of Analytik Jena AG
exercise price of Eu27.60 per share (refer-
shares beyond the exercise price. The stock
ence price = issue price of Eu24.00 plus a
options scheme hence provided for indirectly
premium of 15% of Eu24.00 = Eu3.60). A
performance-related pay.
total of 203,200 of the purchase options
methods
79
Notes
The Company
Inventories
was granted to employees, 2,000 to man-
options under tranche III. This time 32,200
Accounting for the stock options scheme
exceeded the market price at the time the
agers of Group companies, and 40,000 to
options went to employees and 17,300 to
pursuant to US GAAP
options were issued (“out of the money
members of the executive board.
Company executives. The purchase price
Pursuant to SFAS 123 (“Accounting for
options”).
Property, plant and
equipment
was set at Eu5.01 per option at the begin-
Stock-Based Compensation”), the Company
Within tranche II, 50,000 options were
ning of the financial year 2002/2003.
has chosen to account for the stock options
Market value of stock options
granted on April 20, 2001 for a subscription
Applying US GAAP regulations, options
scheme in accordance with APB 25
The market value of the tranche I options
price of Eu14.92 per share. A total of 34,000
were awarded after the balance sheet date
(“Accounting for Stock Issued to Employees”).
issued in the financial year 1999/2000 was
of the stock options was granted to employ-
and so the following table does not list the
The compulsory information in the notes to
Eu16.88 per share at the date when the
Income taxes
ees, 3,500 to managers of Group compa-
figures for tranche III. The options from
the financial statements has been provided
options were issued. The market value of
Pension obligations
nies, and 12,500 purchase options were
tranche I were exercised for the first time.
in accordance with SFAS 123. Pursuant to
the tranche II options granted in April 2001
granted to members of the executive board.
Since the exercise price was much higher
APB 25, no personnel expenses have been
was Eu4.60 at the date when the options
than the share price, these options were
incurred as the exercise price of the options
were issued.
Intangible assets
Accruals
Related Parties
Dividends
On September 30, 2002 the executive
not taken up in the period under review.
board decided to issue another 49,500
The tranche II options cannot yet be used.
Other income
The value of the options has been calculated on the basis of the Black-Scholes option price
Risks
The following table shows the breakdown of the options awarded at the balance sheet date:
80
Tranche II
Tranche I
Average dividend income expected
0.0%
0.0%
Options
(qty.)
Mean exercise price
in Eu
Expected volatility
43.0%
50.0%
Tranche I, options issued
245,200
27.60
Risk-free investment interest rate
3.9%
5.2%
Tranche I, options exercised
-
-
Expected time until the exercise of the option in years
3.9
4.3
Tranche I, options lapsed
-
-
Outstanding at October 1, 2000
245,200
27.60
Tranche II, options issued
50,000
14.92
If the Company were to calculate the personnel expenses to be apportioned pro rata over the
-
-
expected period until the exercise of the options in accordance with SFAS 123, the net income
Tranche II, options exercised
-
-
4,300
27.60
Tranche II, options lapsed
-
-
290,900
25.42
Options which may be exercised at September 30, 2001
-
-
Outstanding at October 1, 2001
290,900
25.42
-
-
Tranche II, options exercised
-
-
11,800
27.60
3,300
14.92
Outstanding at September 30, 2002
275,800
22.34
Options which may be exercised at September 30, 2002
229,100
27.60
sheet date
Segment reporting
non-current assets
Outstanding at September 30, 2001
Stock options plan
Earnings per share
model using the following assumptions:
Tranche II, options lapsed
instruments
for the period and the earnings per share would be as follows:
2002
2001
Net income (loss) for the period as reported
(877)
1,444
Pro Forma
(1,772)
476
Basic earnings per share as reported
(0.25)
0.41
0.14
Pro Forma
(0.50)
Diluted earnings per share as reported
(0.25)
0.41
Pro Forma
(0.50)
0.14
All figures in Eu’000 (except earnings per share)
methods
81
Notes
The Company
Inventories
22. Earnings per share
The calculated weighted average of the
24. Events after the balance sheet date
The earnings per share are computed by
outstanding shares at the balance sheet
The Company is not aware of any events of particular importance following the end of the
dividing the net income for the period by
date is 3,576,373. The number of potential-
financial year which could have a significant impact on the Company’s consolidated
Property, plant and
equipment
the weighted average value of the shares
ly diluting shares pursuant to the stock
accounts.
Intangible assets
issued during the year. The diluted earnings
options scheme totals 506 after weighting,
per share are computed by increasing the
so that the computation of the diluted
weighted average of the shares issued by
earnings per share is based on a total of
25. Additional information on the cash flow statement
the number of additional shares which
3,576,879 shares.
Interest and income tax paid during the periods under review were as follows:
Income taxes
Accruals
Related Parties
would have been outstanding had potenInterest
tially diluting shares been issued.
Income tax
2002
2001
635
184
(11)
Pension obligations
48
Dividends
instruments
Thus both figures have been computed as follows:
Net income (loss) for the period (in Eu’000)
2002
2001
(877)
1,444
The following non-cash investment and financing activities were recorded in the financial
Other income
years under review:
Stock options plan
Divided by:
Weighted number of outstanding shares (undiluted)
3,576,373
3,487,141
Weighted number of outstanding shares (diluted)
3,576,879
3,490,647
Earnings per share (undiluted)
Earnings per share (diluted)
(0.25)
0.41
(0.25)
0.41
23. Risks
obliged to repay the subsidies received
Public subsidies
partly or in full, which would have a nega-
In the financial years 1996 to 2002, the
tive impact on the Company’s economic
Company was granted considerable subsi-
situation. A review of the funding provided
dies for specific projects in research and
for the plant in Eisfeld did not provide any
development as well as subsidies towards
cause for concern.
2002
2001
Acquisition of majority interests against payment
of the purchase price in the following year
908
435
Collected subsidies towards the acquisition of property,
plant and equipment as well as other assets
346
438
Purchase of treasury stock against payment of the purchase price in the following year
-
315
Purchase of majority interest against treasury stock
503
48
Earnings per share
Risks
sheet date
Segment reporting
non-current assets
specific investments in intangible assets
82
and property, plant and equipment (cf.
International activities
note 3.I). The award of these subsidies is
The Group conducts business transactions
always conditional upon the fulfillment of
in countries where political and economic
certain requirements, partly over several
risks exist. Since the long-term effects of
years extending into the future. If any of
such risks on the Group are currently
the requirements or conditions cannot be
unknown, they are not featured in these
met, the Analytik Jena Group might be
consolidated accounts.
methods
83
Notes
The Company
26. Segment reporting
The business unit bioanalytical solutions
In recent years, various business units have
develops bioanalytical systems which are
been formed within the Company which,
then sold to users in the pharmaceutical
however, do not meet the requirements of
industry, biotechnology, molecular biology
SFAS 131.
and environmental analysis.
Inventories
Sales classified by business unit and region were as follows:
2002
2001
20,752
13,422
4,688
1,997
project solutions
34,316
22,465
manufacturing*
4,525
3,779
64,281
41,663
Germany
45,506
34,662
Property, plant and
equipment
Intangible assets
Accruals
Related Parties
The business unit analytical solutions spe-
The Group is active in the market segment
cializes in the development, manufacture
analytical measuring equipment and project
EU
2,301
1,132
Income taxes
Other European countries
8,887
2,020
Pension obligations
America
2,886
1,279
Asia
4,036
2,193
Other countries
665
377
64,281
41,663
and global distribution of state-of-the-art
engineering. The financial data of all the
analytical measuring equipment for analyt-
German companies belonging to the Group
ical applications in areas like the food
which form the basis for operative and
industry, medicine, environmental monitor-
strategic decisions by the management are
ing, the heavy metal industry, micro-
recorded by the parent company, while the
electronics and agriculture. The central
data of the foreign subsidiaries are record-
start-to-finish production facility is located
ed at their respective head offices. Almost
In the financial year 2001/2002, around
to about 31% of total sales. In the previous
Stock options plan
in Eisfeld.
all long-lived assets are located in Germany
Eu20m of the Company’s turnover was
year, two of the Company’s clients
Earnings per share
and have therefore been included in the
effected with one major client, corresponding
accounted for 10% and 33% of total sales.
The business unit project solutions designs,
engineers and builds system laboratories
and turnkey laboratory projects for universities and the healthcare sector – activities
present balance sheets.
*
Dividends
instruments
contains optical solutions
Other income
Risks
sheet date
Segment reporting
non-current assets
which are referred to as the Company’s
“project business”.
methods
84
85
Notes
The Company
as per September 30, 2002
Assets
Total
Intangible assets
Land
Buildings
Plant
Equipment
Software
Advanced
payments
Inventories
Financial assets
Total
Rights and
know-how
Advanced
payments
Total
Associates
Marketable
securities
Capital value
of reinsurance
policies
Total
Goodwill
Acquisition/manufacturing costs
Property, plant and
equipment
Intangible assets
406
1,029
2,341
2,504
4,000
893
11,173
3,164
274
3,438
56
53
123
232
1,550
Additions
3,121
-
413
240
361
14
1,289
2,317
12
50
62
37
25
22
84
658
Additions due to changed
scope of consolidation
3,683
-
-
5
117
8
14
144
529
-
529
-
7
-
7
3,003
Rebookings
-
-
355
-
329
-
(687)
(3)
3
-
3
-
-
-
-
-
Internal expenditure capitalized
1,029
-
-
-
-
1,029
-
1,029
-
-
-
-
-
-
-
-
-
-
(107)
(95)
-
-
(202)
-
-
Income taxes
406
1,797
2,479
3,216
5,051
1,509
14,458
3,708
as per October 1, 2001 16,393
Disposals
(262)
as per September 30, 2002 (net) 23,964
(3)
321
(3)
4,029
(27)
(30)
66
55
145
(57)
266
5,211
Pension obligations
991
433
-
2,505
527
-
527
-
-
-
-
14
Dividends
197
565
428
-
1,469
576
-
576
-
34
-
34
98
(55)
(60)
-
-
(115)
-
-
-
-
(4)
-
(4)
instruments
1,496
861
-
3,859
1,103
-
1,103
-
30
-
30
as per October 1, 2001
3,046
-
111
Additions
2,177
-
279
-
-
-
390
1,112
as per September 30, 2002
Related Parties
Depreciation and amortization
Disposals
Accruals
(119)
5,104
970
112
Net book value
as per September 30, 2002 18,860
Other income
406
1,407
1,367
1,720
4,190
1,509
10,599
2,605
321
2,926
66
25
145
236
5,099
Stock options plan
Earnings per share
Risks
sheet date
Segment reporting
non-current assets
methods
86
87
Notes
Differences in accounting, valuation and
consolidation methods
The Company
Inventories
The consolidated financial statements of
Pursuant to HGB, intangible assets not
the grants received reduce the acquisition
Leasing
Analytik Jena AG have been prepared in
acquired for payment or produced by the
and manufacturing costs, and depreciation
The German Commercial Code does not
compliance with the valid US reporting
company itself must not be shown in the
is then computed on the basis of the
contain any explicit provisions concerning
Property, plant and
equipment
standards, the United States Generally
balance sheet.
remaining costs.
the treatment of leasing transactions. The
Intangible assets
treatment of leases in the accounts normal-
Accruals
Accepted Accounting Principles (“US GAAP”),
Related Parties
applying Section 292a of the German
In accordance with US GAAP, SFAS 86.4, all
Until 1996, special accelerated depreciation
ly depends on the contents of the relevant
Commercial Code (HGB) with exempting
costs incurred in the development of self-
pursuant to the “Fördergebietsgesetz” (spe-
leasing agreements regarding the chances
effect for consolidated financial statements
produced software intended for sale are to
cial tax law to promote investments in
and risks arising from the use of the leased
Income taxes
under German commercial law. The consoli-
be recorded as expense up to the point of
eastern Germany) was directly set off
object. Leasing agreements normally pro-
Pension obligations
dated financial statements comply with the
technological feasibility. Technological feasi-
against acquisition and manufacturing
vide for the accounting of the leased object
4th and 7th EC Accounting Directives which
bility is attained when all relevant planning,
costs. As such depreciation does not repre-
with the lessor.
have been interpreted in accordance with
design, programming and testing activities
sent any impairment or special deprecia-
German Accounting Standard (DSR) nos. 1
necessary to demonstrate that the respec-
tion pursuant to the principles documented
The US GAAP contain detailed provisions
and 1a published by the German Accounting
tive software can be produced in accord-
in SFAS 121, it has been eliminated again
(in particular SFAS 13) for the accounting
Other income
Standards Board (GASB).
dance with the design specifications have
and the relevant assets have been written
of leasing transactions. The two main cate-
Stock options plan
been completed. Any further development
off pursuant to normal procedure. This has
gories used are “capital lease” and “operat-
Earnings per share
The complete consolidated financial state-
costs may only be capitalized after that
resulted in higher depreciation amounts.
ing lease”, depending on which party
ments pursuant to Section 292a HGB,
point and until the moment when the soft-
Special depreciation and capital reserves
assumes the major risks and rewards from
including the list of shareholdings, have
ware product can be launched on the mar-
allowance (“Ansparabschreibung”), which
the use of the leased object and is there-
been deposited at the Gera Company
ket. The product development costs incurred
provides for the reduction of taxable profits
fore to be regarded as the “economic”
Segment reporting
Register under reference number HR B 0027.
by the Group until market launch in connec-
(“capital reserves increased”) by 50% of
owner. If a lease is considered a “capital
non-current assets
tion with technological feasibility are signifi-
the value of the planned purchase or pro-
lease”, the lessee, in the capacity of the
cant and have therefore been capitalized.
duction, which pursuant to German com-
economic owner, has to capitalize the leas-
mercial law had been allocated to a special
ing object; if a lease is considered an
“operating lease ”, the onus is on the lessor.
Dividends
The accounting, valuation and consolidation methods applied under US GAAP
88
mainly differ from the provisions of the
reserve account (“Sonderposten mit Rück-
German Commercial Code (HGB) in the
Pursuant to German commercial law,
lagenanteil”) with effect on income are
following respects.
investment grants received can be recorded
reversed again by a certain date or starting
in the balance sheet as special items and
from a certain date with effect on income.
Intangible assets
released to earnings over the relevant
Under US GAAP, such balance sheet items
Under HGB and US GAAP, intangible assets
depreciation period of the corresponding
are inadmissible.
acquired for payment have to be capitalized.
assets. Pursuant to US principles, however,
instruments
Risks
sheet date
methods
89
Notes
The Company
Inventories
Valuation of inventories
are lower than the acquisition or manufac-
Unrealized profits in the context of the
and in the consolidated balance sheet (‘tim-
Lower of cost or market value
turing costs, the value to be recorded in
balance sheet date/market valuation
ing’ concept), whereby calculation is based
Pursuant to HGB, the valuation of invento-
the accounts is the average of replacement
Pursuant to HGB, only unrealized losses
on the current tax rate. Quasi permanent
Property, plant and
equipment
ries as of the balance sheet date is based
cost and realizable sales value (less the
should be accounted for in accordance
differences, which will only reverse over a
Intangible assets
on the strict lower of cost or market value
customary profit margin). It should be noted
with the non-parity principle. Pursuant to
very long period of time or following sale or
Accruals
principle. Thus, the value assigned to inven-
that the realizable sales value less the cus-
the US GAAP, however, unrealized profits
liquidation, as well as loss carry-forwards
tories is the lower of acquisition/manufac-
tomary profit margin is the lowest possible
also have to be taken into account.
are not allowed to be taken into account.
turing costs or the market value or another
valuation, even if replacement cost falls
lower value to be applied. The market
below this value.
Related Parties
value of raw materials and supplies is
Income taxes
Long-term and marketable securities
Pursuant to the US GAAP (SFAS 109), com-
Pursuant to HGB, securities have to be
panies are obliged to report deferred taxes
Pension obligations
Dividends
90
established on the basis of the current
Accounting for long-term production contracts
accounted for on the basis of the net book
for all temporary difference between the
market costs of the relevant materials and
Basically, the German Commercial Code
value or the lower market value as of the
tax basis of an asset or liability and its car-
supplies. The value of work in progress and
and the German principles of proper
balance sheet date. Pursuant to the US GAAP,
rying amount in the balance sheet, while
finished products is the net selling price
accounting both provide for the completed
the valuation of securities in accordance
these temporary differences also include
Other income
which would have been realized on the
contract method (including in the case of
with SFAS 115 is subject to allocation to
quasi permanent differences. The tax is cal-
Stock options plan
sales market at the balance sheet date. The
long-term contracts), i.e. profits are recog-
specific categories. The marketable securi-
culated on the basis of the tax rate which
Earnings per share
value of merchandise for resale is the
nized in the accounts only after delivery
ties of Analytik Jena, which are available for
will apply in future, assuming that the legal
lower of either the current procurement
and acceptance of the entire order, i.e. at
sale at any time, have to be shown in the
situation will be the same as at the balance
costs or the net selling price which would
the earliest when the contractually agreed
balance sheet with their market value at
sheet date. The deferred tax assets con-
have been realized on the sales market at
service has been rendered almost com-
the balance sheet date, so that unrealized
tained in the balance sheet have to be
Segment reporting
the balance sheet date.
pletely and the remaining risks are only
profits are taken into account, too. The
reviewed with regard to their realizability in
non-current assets
minor. Contrary to this procedure, the
changes in the market value of such securi-
future tax returns and, if necessary, valua-
Pursuant to the US GAAP, in accordance
US GAAP provide for the percentage-of-
ties compared to the previous year have to
tion allowances must be made.
with ARB 43, the strict “lower of cost or
completion method if the total revenues,
be included directly in shareholders’ equity
market value” principle must also be
total costs and the stage of completion can
not released to income.
applied to the valuation of inventories.
be computed with sufficient reliability.
However, in contrast to HGB, both the pro-
Accounting for long-term production contracts
Deferred taxes
Pursuant to both HGB and the US GAAP,
curement market and the sales market are
is mainly governed by SOP 81-1 and ARB 45.
HGB provides for the computation of
accruals for pension obligations have to be
taken into account in the valuation of all
deferred taxes with regard to all timing dif-
set up. The value assigned to them should
inventory groups. If the replacement costs
ferences between the values assigned to
be based on expected discounted future
the respective item in the tax balance sheet
payments. Pursuant to HGB, different
instruments
Risks
sheet date
Accruals for pensions and similar
obligations
methods
91
Notes
The Company
Inventories
actuarial methods may be used. In most
funds will actually be used, and if the rele-
are assigned the value they had at the time
must be capitalized pursuant to US GAAP
cases, pension accruals are calculated using
vant amount can be estimated with suffi-
of acquisition in proportion to the interest
provisions and amortized over its anticipat-
the “Teilwertverfahren” in accordance with
cient reliability. Accruals for operating
allocated to the parent company. The inter-
ed useful life until SFAS 142 is first applied.
Property, plant and
equipment
Section 6a of the German Income Tax Act
expenses must not be set up. The value to
est belonging to minority shareholders is
The anticipated useful life depends on the
Intangible assets
(EStG), a method which is similar to the
be assigned to the relevant accrual should
shown as borrowed capital.
type of business. Setting off the goodwill
Accruals
entry-age method. This, however, is not the
be the probable value; if there are multiple
only method permitted. The projected unit
values which are equally likely, the lowest
Purchase accounting
German commercial law is not permissible.
credit method pursuant to SFAS 87 may
of them. The accounting of such accruals is
Under Section 301 HGB, a company may
Pursuant to SFAS 142 “Goodwill and Other
Income taxes
also be used to establish the balance sheet
mainly regulated in CON 6 and SFAS 5.
choose between the “Buchwertmethode”
Intangible Assets”, the goodwill of sub-
Pension obligations
(book-value method) and the “Neubewer-
sidiaries included in the consolidated state-
with the shareholder’s equity as allowed by
Related Parties
value of pension obligations pursuant to
Dividends
HGB. Pursuant to SFAS 87, in the case of
Entities consolidated
tungsmethode” (new valuation method).
ments after July 1, 2001 must not be amor-
fund-financed schemes, certain qualified
In accordance with Section 295 HGB, a
If the book-value method is applied, the
tized according to schedule, but must be
assets have to be deducted from the total
subsidiary must not be included in the
value allocated to the parent company is
regularly reviewed for impairment.
amount of obligations or have to be capi-
scope of consolidation if its activity differs
the book value of all assets, liabilities,
talized in the case of surplus assets com-
so much from the activities of the other
deferred items, auxiliary accounting instru-
Classification provisions
Stock options plan
pared to obligations.
consolidated companies that its inclusion
ments and special accounts to be included
The classification in this balance sheet fol-
Earnings per share
would prevent the presentation of the
in the consolidated balance sheet. Hidden
lows ARB 43. As this bulletin differentiates
Other accruals
assets and liabilities, financial position and
reserves are only disclosed to the extent of
between “current assets” and “long-lived
Pursuant to HGB, accruals must be set up
results of operations of the Group being
the difference between the subsidiary’s
assets”, it meets the requirement of con-
for liabilities and contingent losses and
true and fair. Pursuant to the US GAAP,
equity and the parent company’s net book
formity with the 4th and 7th EC Directives
Segment reporting
may be set up for certain operating
however, such companies must be consoli-
value of the investment. The application of
as in Section 292a HGB.
non-current assets
expenses which are not commitments
dated, too. The Analytik Jena Group does
the new valuation method, however, dis-
vis-à-vis third parties. These accruals are
not comprise any companies whose inclu-
closes hidden reserves in advance, analo-
Pursuant to Section 268, para. 2 HGB, any
valued pursuant to sound business princi-
sion would not be allowed under Section
gous to the US GAAP. Hidden reserves are
changes in property, plant and equipment
ples taking into regard the accounting
295 HGB.
disclosed in full, irrespective of the interest
must be shown separately, whereas the
share.
American accounting standards do not con-
principle of prudence.
Capital consolidation
92
instruments
Other income
Risks
sheet date
tain such a disclosure requirement. In order
In the US GAAP, accounting regulations for
Capital consolidation for the purpose of the
Goodwill
to ensure the required conformity in the sense
accruals are much stricter. Accruals may
US GAAP is based on the new valuation of
The goodwill of subsidiaries consolidated
of Section 292a, para. 3, HGB, the annex
only be set up if there is an obligation to a
the participating interest allocated to the
before June 30, 2001 resulting from the
contains a fixed-asset movement schedule.
third party, if it is probable that the accrued
parent company, i.e. assets and liabilities
application of the new valuation method
methods
93
Notes
Supplementary information
to the notes
Supplementary information to the notes
Report of the supervisory
board on the financial
year 2001/2002
Executive board
Personnel expense
The personnel expense during the financial year under review totalled Eu15.083m.
The executive board has the following
Krone GmbH, Berlin – member of the
members:
supervisory board
Mr Klaus Berka, Chairman
Personnel
DEWB AG, Jena – vice-chairman of the
Mr Jens Adomat
Mr Melik Maallem
On average, 381 people were employed in the Group in 2002.
Company
Staff
Trainees
Total
Analytik Jena AG
241
23
264
Moscow office
2
2
St Petersburg office
4
4
China office
6
6
Analytik Jena Far East
2
2
2
1)
supervisory board
Supervisory board
Meissner + Wurst Zander Holding AG,
Pursuant to the German Stock Corporation
Stuttgart – member of the supervisory board2)
Act, the Company has a supervisory board.
Its members are:
Jenoptik Photonics AG, Jena – chairman of
the supervisory board2)
42
44
Mr Alexander von Witzleben
AJ Blomesystem GmbH
31
31
Chairman – member of the executive
Comparable controlling organs
AJB Nederland
1
1
AJ Cybertron GmbH
12
1
13
board of Jenoptik AG, Jena
FEINTOOL INTERNATIONAL HOLDING AG,
AJ IDC GmbH
19
1
20
AJ USA Inc.
3
3
Prof Manfred Grün
Lyss – member of the administrative board
AJ Überlingen GmbH
6
6
Vice-chairman – executive director of AUA
Dragoco Gerberding & Co., Holzminden –
APS Technologies Inc.
5
5
Agrar- und Umweltanalytik GmbH, Jena
member
AJ Italia srl.
1
1
Perichrom s.a.r.l
6
6
Dr Nikolaus Reinhuber
DZ Bank, Frankfurt – member of the
Member – lawyer, partner in Freshfields
employers’ council
Total remuneration of the executive board
Bruckhaus Deringer, Frankfurt
Foreign Trade Council, Berlin – member
The total remuneration of the executive board in the financial year under review was
Eu0.449m (previous year: Eu0.380m). In the period under review no stock options were
awarded to the directors (previous year: 12,500 stock options).
Further bodies
Pursuant to Section 285, no. 10 HGB, the
Südost Dresdner Bank, Frankfurt – member
aforementioned persons are active on the
of the advisory committee
supervisory boards or controlling organs
Remuneration of the supervisory board
listed below in accordance with Section
DG Bank, Berlin – member of the advisory
The remuneration of the supervisory board in the financial year under review totalled
125, para. 1, sentence 3 German Stock
committee
Eu0.046m (previous year: Eu0.046m).
Corporation Act:
HDI, Hanover – member
Mr Alexander von Witzleben
Carl Zeiss Meditec AG, Jena – vice-chairman
Prof Manfred Grün
of the supervisory board
ADIB Agrar-Dienstleistungs-Industrie und
Baugesellschaft mbH & Co. KG, Wiegleben –
Vogt electronic AG, Erlau – member of the
member of the advisory committee
supervisory board
94
95
1)
Left the Company as per December 1, 2002
2)
Internal mandates of Jenoptik AG
Notes
Report of the supervisory board on the
financial year 2001/2002
to the notes
year 2001/2002
In the year under review, the supervisory board monitored the work of the Company’s execu-
The Company’s individual financial statements and the consolidated financial statements as
tive board and acted in an advisory capacity in accordance with the duties incumbent upon it
of September 30, 2002 as well as the Group management report of Analytik Jena AG and the
under German law and the Company’s statutes. Working beyond the call of duty, the super-
Analytik Jena Group and the relevant accounting documents have been audited by the audit-
visory board actively supported the executive board’s work. In a series of oral and written
ing firm Ernst & Young Wirtschaftsprüfungsgesellschaft, Leipzig, appointed at the shareholders’
reports, the supervisory board was kept abreast of the Company’s corporate policy, course of
general meeting and retained by the supervisory board, and furnished with an unrestricted
business and situation. During four joint meetings in 2001/2002 the supervisory board moni-
audit report.
tored the work of the executive board and business developments. In addition specific issues
were dealt with separately at regular meetings.
These consolidated financial statements have been prepared in compliance with the US GAAP.
Pursuant to Section 292a of the German Commercial Code (HGB), exemption is granted from
the obligation to draw up consolidated financial statements under German commercial law.
Meetings focused on budgeting and planning for the year under review, business development in the individual quarters and the Company’s strategic development. Wherever neces-
The necessary accounts and audit reports were submitted to all the members of the super-
sary for a deeper understanding and assessment, the employees in charge were asked to
visory board before its meeting to discuss the financial statements. These documents were
report to the meetings on specific items on the agenda.
discussed and examined in detail by the entire supervisory board in the presence of the auditor.
In its resolution dated December 28, 2002 the supervisory board approved the auditor’s find-
The supervisory board also dealt with the development of Analytik Jena’s share price and the
ings, marking the final adoption of the annual accounts for the financial year 2001/2002. On
investor relations activities carried out. It also advised the executive board when sounding out
the same day, the supervisory board also approved the consolidated financial statements of
possible acquisitions.
Analytik Jena.
The supervisory board examined the recognized standards of good, responsible business
The supervisory board would like to explicitly thank all the members of the executive board
practice contained in the German Corporate Governance Code. Every year the supervisory
and all the employees of the Analytik Jena Group for their hard work and commitment
board and the executive board intend to declare that the recommendations contained therein
throughout the period under review.
have been and are being met, and to explain any recommendations which have or are not.
The supervisory board’s shareholdings are listed in the report under Directors’ Holdings. In
line with the recommendations in the German Corporate Governance Code, the supervisory
board has obtained a statement from the auditor concerning any professional, financial and
Jena, December 28, 2002
other relations existing between the auditor and the Company which could call the auditor’s
96
independence into question. This statement also outlines the scope of advisory services per-
formed for the Company in the period under review.
Chairman of the supervisory board
97
Notes
to the notes
year 2001/2002
Joint declaration by the executive board and the supervisory board of
Analytik Jena AG on conformity with the recommendations of the German
d) The recommendation that a retirement age be fixed for members of the executive board
and the supervisory board has not been observed.
Corporate Governance Code (DCGK) pursuant to Section 15 EGAktG
(Introductory Law of the Stock Corporation Act) in connection with
Section 161 AktG (Stock Corporation Act)
e) Both the German Securities Trading Act and the German Corporate Governance Code
stipulate that members of executive boards and supervisory boards must immediately
notify their companies if they purchase or sell shares or derivatives in the company, and
During the period under review the recommendations in the German Corporate Governance
that this information be published by the company. The Company’s directors and all
Code regarding company management and monitoring were observed and shall be in the
others connected to the Company who are subject to this statutory notification require-
future, too.
ment comply with the German Securities Trading Act as amended.
Company deviations from the German Corporate Governance Code are listed below:
a) The remuneration of Analytik Jena AG’s supervisory board is based solely on fixed
elements (5.4.5 DCGK).
b) In line with Neuer Markt guidelines the Company compiles the consolidated financial
statements and the interim reports in accordance with the US GAAP international
accounting standards. Accordingly the consolidated financial statements are made
Analytik Jena AG
available for public inspection within 90 days and interim reports within 60 days after
Jena, December 2002
the end of the period under review (7.1.2 DCGK).
c) Since the supervisory board only has three members, 5.3 DCGK calling for the formation
of subcommittees has not been observed.
98
On behalf of the executive board
On behalf of the supervisory board
Klaus Berka
99
Notes
to the notes
year 2001/2002
We have audited the consolidated financial statements of Analytik Jena AG, comprising the
Our audit, the scope of which included the Group’s management report from October 1, 2001
balance sheet, the income statement, the statement of changes in shareholders’ equity, the
to September 30, 2002, has not led to any objections. In our opinion, the Group’s manage-
cash flow statement and the notes to the accounts for the financial year from October 1, 2001
ment report, together with the other information in the financial statements, provides a
to September 30, 2002.
suitable understanding of the Group’s position and appropriately presents the risks of future
development. In addition, we confirmed that the consolidated financial statements and the
The preparation and the content of these consolidated financial statements is the responsi-
Group’s management report for the financial year from October 1, 2001 to September 30,
bility of the Company’s management. Our responsibility is to express an opinion on whether
2002 satisfy the conditions required for the Company’s exemption from its duty to prepare
the consolidated financial statements are in accordance with the accounting principles
consolidated financial statements and the Group’s management report in accordance with
generally accepted in the United States (GAAP) based on our audit.
German law.
We conducted our audit of the consolidated financial statements in accordance with German
auditing rules and generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards required that we plan and
perform the audit to obtain a reasonable assurance about whether the financial statements
are free of material misstatement. Knowledge of the business activities and the economic
and legal environment of the Group and evaluations of possible misstatements are taken
into account in the determination of audit procedures. Evidence supporting the disclosures
Leipzig, December 20, 2002
in the consolidated financial statements are examined on a test basis within the framework
of the audit. The audit includes the assessment of the accounting and consolidation principles
Ernst & Young
used and significant estimates made by the management, as well as evaluating the overall
Deutsche Allgemeine Treuhand AG
presentation of the consolidated financial statements. We believe that our audit provides a
Wirtschaftsprüfungsgesellschaft
reasonable basis for our opinion.
In our opinion, the consolidated financial statements give a true and fair view of the Group’s
100
net assets, financial position, results of operations and cash flows in accordance with
Schiffmann
Mandler
accounting principles applicable in the United States.
Auditor
Auditor
101
Company calendar 2003
2002
Dec 17
Publication of preliminary figures for the financial year 2001/2002
Dec 30
Publication of the annual report 2001/2002
Jan 7
Press conference on the financial statements
Jan 8
Analysts’ conference
2003
Feb 26
Publication of interim report for 3 months
Mar 20
Shareholders’ meeting
May 28
Aug 27
Dec 17
Publication of preliminary figures for the financial year 2002/2003
Dec 30
Publication of the annual report 2002/2003
Jan 7
Press conference on the financial statements
Jan 8
Analysts’ conference
2004
Please note that these dates may be subject to change at short notice. The up-to-date version of the calendar can be
seen at www.analytik-jena.de.
102
Analytik Jena AG/Jena
Phone:
+49 3641 7770
www.analytik-jena.de
Eisfeld branche
Analytik Jena AG
Phone:
+49 3686 371101
aj ÜBERLINGEN
AJ Überlingen GmbH/Überlingen
Phone:
+49 7551 30800
ajz
ENGINEERING
AJZ Engineering GmbH/Jena
Phone:
+49 3641 777500
www.ajz-engineering.de
aj BLOMESYSTEM
AJ Blomesystem GmbH/Engelskirchen
Phone:
+49 2263 923401
www.blomesystem.de
aj
CYBERTRON
AJ Cybertron Gesellschaft für
LabAutomation mbH/Berlin
Phone:
+49 30 6310631
www.cybertron.de
aj IDC
IDC Geräteentwicklungsgesellschaft
mbH/Langewiesen
Phone:
+49 3677 80400
www.idc-online.de
AJ APS Technologies, Inc.
26009 Budde Road, Suite D-100
The Woodlands, TX 77380 • USA
Phone:
+1 281 3676130
Analytik Jena Russia
Rep. Office Moscow
Starosadskij Pereulok 7
101000 Moscow • Russia
Phone:
+7 095 9335576
Analytik Jena USA, Inc.
601 Sunbury Road
Delaware, OH 43015 • USA
Phone:
+1 740 3699385
Rep. Office St Petersburg
Kanal Gribodjedowa 129
190068 St Petersburg • Russia
Phone:
+7 812 1137087
Analytik Jena Italia srl
Via G. Puricelli, 3
Milano-20147 • Italy
Phone:
+39 02 405490
Analytik Jena India Pvt. Ltd.
W-6, Main Road, West Patel Nagar
New Delhi - 110008 • India
Phone:
+91 11 5874581
Perichrom s.a.r.l
Zac Du Moulin 2
91160 Saulx Les Chartreux • France
Phone:
+33 1 64548969
Analytik Jena Korea Co. Ltd.
7 F, Global Building
708-8 Yeoksam2-dong,
Kangnam-ku
135-919 Seoul • Korea
Phone:
+82 2 5399566
Analytik Jena Nordic
Metallvägen 5
43533 Mölnlycke • Sweden
Phone:
+46 31 880810
Analytik Jena France
Zone d’ Activitès Les Bosquets 4
95540 Mèry-Sur-Oise • France
Phone:
+33 1 30362424
Analytik Jena Romania SRL
Str. Av. Vasile Fuica nr. 26
78336 Bucuresti 32 • Romania
Phone:
+40 1 6654069
Analytik Jena Yugoslavia
Trebevicka 45 • 11000 Belgrad • Yugoslavia
Phone:
+381 1154 4784
Analytik Jena China
Rep. Office Beijing
Room 503 Tower A, Fuhua Mansion
No. 8 Chaoyangmen North Avenue
Dongcheng District,
Beijing 100027 • China
Phone:
+86 10 65543879
Analytik Jena Middle East
10 EL Mesaha Square
Flat no. 1006
Dokki, Giza • Egypt
Phone:
+2 02 3372492
Analytik Jena Far East
121/2 Moo4, 7th Fl. Srichareonchai Bldg.
Tiwanon Road,
Nonthaburi 11000 • Thailand
Phone:
+66 2 5254120
Distribution partners world-wide
Algeria · Argentina · Armenia · Australia · Austria · Bahrain · Bangladesh · Belarus · Belgium · Brazil · Brunei · Bulgaria · Canada · Chile · China · Colombia · Croatia · Cuba · Cyprus · Czech
Republic · Denmark · Ecuador · Egypt · Estonia · Ethiopia · Finland · France · Greece · Hungary · India · Indonesia · Iran · Iraq · Ireland · Israel · Italy · Japan · Jordan · Kenya · Korea · Kuwait
Latvia · Lebanon · Libya · Lithuania · Macedonia · Malaysia · Malta · Mexico · Morocco · Namibia · Netherlands · Nigeria · Norway · Oman · Pakistan · Peru · Philippines · Poland
Portugal · Qatar · Romania · Russia · Saudi Arabia · Singapore · Slovakia · Slovenia · South Africa · Spain · Sweden · Switzerland · Taiwan · Thailand · Tunisia · Turkey · Ukraine
United Arab Emirates · United Kingdom · USA · Uzbekistan · Venezuela · Vietnam · Yemen · Yugoslavia · Zimbabwe
Analytik Jena AG
Konrad-Zuse-Straße 1
07745 Jena
Germany
Phone:
Fax:
E-mail:
Internet:
+49 3641 7770
+49 3641 779279
[email protected]
www.analytik-jena.de
Investor Relations & Communications
Thomas Fritsche
Phone:
+49 3641 779281
Fax:
+49 3641 779149
email:
[email protected]
Securities ID number:
Ticker symbol:
Reuters:
521350
AJA
AJAG.DE

The Company of Discovery.

Transcription

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mondragon - MyMat Solutions

Annual Report 2004/2005