Annual Report 2015 - INTEGRA Holding AG

Annual Report 2015
Table of Contents
Editorial
3
Our Philosophy
5
Company Locations
7
Company Structure
8
Integra Real Estate Ltd.
9
Aquametro Group
11
INTEGRA Biosciences Group
13
SIGNAL Group
15
SITEK Ltd.
17
INTEGRA Engineering India Ltd.
19
Micronic Holding B.V.
21
Auditor's Report
22
Development of the Company
23
Integra Group – Key Figures
23
Addresses
25
2
Editorial 2015
Integra Holding Ltd. is an investment company
owned to a minimum of 80 % by the ORGU foundation, based in Sarnen in the Swiss Canton of
Obwalden. The primary charter of the foundation is to:
Adrian Oehler
CEO Integra Holding Ltd.
• Ensure the independence of Integra Holding Ltd.
• Undertake direct capital participation in Swiss
companies domestically and abroad
• Reinvest profits in order to ensure research and
development within the organization and to
provide financing for innovations in traditional as
well as new areas.
As the executive body of the ORGU Foundation,
Integra Holding Ltd. is tasked with the active and
visionary further development of Integra Group
values, while adhering to the foundation's mission.
True to the foundation's mission, and in the context of financial and organizational possibilities,
Integra Holding Ltd. and its ventures invest their
generated resources in new, pioneering products
and in future growth markets to generate lasting
and above-average profitable growth. Real estate
forms the steady, anchoring core of our portfolio.
Fiscal year 2015 was marked, shortly after its start,
by drastic changes in the market environment.
On 15 January 2015, the Swiss National Bank
announced that it would abandon the exchange
rate to the euro that had been maintained over
several years and would immediately allow the
exchange rate to move freely. This decision led
directly to a very significant strengthening of the
Swiss franc and shocked the markets severely.
Although a leveling-off at an exchange rate of 1.10
to the euro was expected, the exchange rate
moved well below this limit for months, and
stabilized in this context only towards the end of
the year.
The decision by the SNB resulted in immediate
short-term effects. Within a short time, imports
became much cheaper and exports correspondingly more expensive. For Swiss SMEs, this
meant that some significant monetary discounts
had to be granted to international as well as Swiss
customers and thus their profitability was significantly weakened. Companies that had not already
prepared themselves years in advance with consistent currency hedging along the entire value
chain were hit hard.
3
The various bankruptcies, waves of layoffs, and
relocations of production abroad in the past year
are probably only the start of a fundamental
change in the manufacturing sector. Many companies are still struggling to survive, because adjusting to relocations and changes to the cost
structure takes time. For better or worse, in the
medium and long term, the number of manufacturing companies in Switzerland will be reduced
and thus also the number of jobs in this area will
fall; our economy will be focused increasingly on
highly specialized, knowledge-based activities.
Switzerland is moving increasingly towards deindustrialization, which is a worrying development.
However, the money market policy decisions of
the National Bank have not only influenced the
manufacturing sector. With the introduction of
a negative interest rate on bank deposits with
the intention of weakening the Swiss franc, the
National Bank has caused the overall economy to
face further very great challenges. This measure
was only able to slow the flight of capital to the
Swiss franc to a limited extent, and has failed to
achieve its aim. Instead of what was hoped, this
measure did not lead to more favorable financing
costs, but rather to higher financing costs. In
particular, real estate companies with long-term
underwritten financing were hit hard because the
negative interest was transferred one on one by
the banks to the customers. Experts are of the
opinion that the consequences of the negative
interest rate environment in the long term and on
the overall economy are at least as serious as, or
even more serious than, the abolition of the fixed
exchange rate.
Politically, however, the entire Eurozone is in an
extremely critical situation. As if the EU's financial
problems were not already challenging enough,
Europe has also been flooded by huge refugee
streams. In addition, Europe was shaken in the fall
by the worst terrorist attacks in recent years. The
tragic attacks in Paris demonstrated very clearly
that Europe not only faces political and economic
problems, but also enormous security, social and
migration challenges that are ultimately the result
of a deplorably unsuccessful policy in recent
years.
The current lack of integration of foreigners in
countries such as France and Belgium has led to
new terror cells, which seem unlikely to go into
decline given the massive immigration to Europe.
In addition to the acute intake problem, the societal and economic integration of migrants presents
European governments with great challenges with
enormous economic consequences.
The international community appears to be very
overstretched by the situation and not united in
face of the dramatic humanitarian crisis in many
countries in order to do something about refugee
flows; there are large geopolitical vested interests
of countries that do not have to take the blame for
these problems. In several European countries, as
a result, a move to the far right in governments
has been observed, which is another alarming
development. The political as well as economic
stability of Europe seems to be increasingly at
risk; the consequences of a failure of the policy
cannot be underestimated.
In addition, terrorism has put global security under
question, which will involve an impact on global
trade and passenger traffic that should not be
taken too lightly.
Last year was further marked by rapid technological developments, and the slogan Industry 4.0 is
all the rage. Hardly any other concept has been
discussed as much in industry in the past year as
the so-called fourth industrial revolution. Thus, the
vertical integration of intelligent production systems as well as the horizontal integration of global
value chains, involving customers and suppliers, is
rapidly driven forward. Anytime accessible online
data allows acceleration and continuous adjustment of industrial processes, because it is not
only centrally controlled and monitored, but also
modified.
Companies must fundamentally rethink their supply chains and business models, because while it
is increasingly difficult to differentiate on hardware
only, ever more individualized solutions are demanded by customers that only become possible
at all thanks to the use of modern communication
technology and software. However, this combination of classical industry with information and
communication technology does not proceed
without friction, and requires a complete transformation in many companies, in terms of products
and processes, and much more in terms of corporate culture. Those who do not distinguish themselves by agility and speed may have a hard time
in the world of tomorrow.
These fundamental changes make our companies
face ever new challenges and require constant
change, because only those who can adapt quickly
to new conditions will survive or even emerge as
winners.
Despite the various challenges of last year, we can
look back on another good fiscal year. Consolidated operating revenue increased slightly compared with the previous year at CHF 154.4 million,
whereby value added increased by 1.5 % to CHF
110.3 million. However, EBIT fell year on year by
20 % to CHF 19.7 million. With the exception of
the Aquametro Group and Sitek Ltd., all companies contributed to the outstanding development
with their satisfying growth and profitability.
Thanks to its good international positioning, the
Integra Biosciences Group enjoyed an organic
increase in its operational performance of 19 %
compared to the previous year. This was the third
consecutive year with growth of this magnitude.
The pressure on the production site in Switzerland
was felt especially Aquametro and Sitek, both of
which suffered a revenue and profitability reduction.
In the coming year, we will be forced to continue
questioning our policies and structures consistently throughout the group, which will require
all our employees to show flexibility and above
all readiness for continuous and accelerated
change. We should view this process as an
opportunity to continue to improve and increase
the competitiveness and innovative power of the
group even further.
I thank all our employees for their continuous daily
contribution to shaping the future of our group.
I look forward to working with them in addressing
the undoubtedly exciting challenges of the future.
Adrian Oehler
CEO of Integra Holding Ltd.
4
Our Philosophy
We pres er ve va lu e
The Integra Group is a long-term oriented company with roots in Switzerland.
Integra’s activities extend back to the 1930s. Founder Adolf Gutzwiller made it his goal to independently
promote important industries as a way of ensuring Switzerland’s autonomy.
In line with the founding father’s objectives, and on behalf of the ORGU Foundation, Integra Holding Ltd.
preserves and develops the Group’s investments.
Our objectives include continuing to independently grow the existing business lines of real estate, energy
measurement technology, laboratory equipment, transportation technology and contract manufacturing.
In addition to preserving industry in Switzerland, we also plan to increasingly seek growth internationally.
We further invest into additional majority holdings in promising technology-driven production companies
in our business segments.
We sh are a vis ion
With targeted investments in new, pioneering products and growth markets, in line with our financial and
organizational resources, we intend to achieve sustainable and above-average profitable growth –
financially, geographically, as well as in terms of our personnel.
Our real estate holdings in Switzerland comprise the stable, anchoring core of our portfolio.
O ur mi ssi on is in n ova ti o n
Our passion is to promote innovation, while also continuing to remain independent at all times. Our
ambition is to generate jobs and value that benefit all our stakeholders by means of long-term oriented
and sustainable growth of the Integra Group companies, both in Switzerland and abroad.
5
Our Man agemen t Principles
We ta ke l ong -te rm, susta i nable deci si ons
In line with the philosophy of the founder of the Integra Group, forward-looking decisions are taken, as
the successful long-term existence and independence of the Group should always be accorded highest
priority. In doing so, we take a responsible approach to our social environment and natural resources.
We display entrepreneurial courage, but also have a high risk awareness
We act entrepreneurially, seize opportunities, act quickly and decisively, but also carefully weigh the risks.
Stability and sustainability are more important than rapid short-term growth.
We ac t w i th in te gri ty an d show solidarit y
We distinguish ourselves by acting with integrity, honesty, conscientiously and fairly via-a-vis our business
environment. We value our employees and treat each other fairly.
We a re in n ova t ive and co nstantl y looki ng for improvem e n t s
We actively question the status quo and are always seeking improvements. We have the courage to be
frank and open. Innovation characterizes our companies and the spirit of our staff.
We are re su lts an d p erformanc e-oriented
We work hard but fair. Performance counts. We are an attractive employer, because we promote and
encourage our staff. But we also demand performance from them. The objectives of the company precede
personal goals.
6
Company Locations
4
15
3
20
14
5
6
8
19
10
9
13
18
16
7
Companys of the Integra G roup
1 Integra Holding Ltd., Wallisellen (CH)
1 Integra Real Estate Ltd., Wallisellen (CH)
2
3
4
5
6
7
7
8
9
10
Aquametro Group
Aquametro Ltd., Therwil (CH)
Aquametro Messtechnik GmbH, Bremen (D)
Aquametro Marine GmbH, Rostock-Warnemünde (D)
Aquametro Belgium Sprl., Sterrebeek (B)
Aquametro ME JLT, Dubai (UAE)
Aquametro (S.E.A.) Pte Ltd., Singapore
Aquametro (China) Pte Ltd., Singapore
Aquametro Korea Ltd., Busan (South Korea)
Aquametro Representative Office, Tokyo (Japan)
Aquametro Representative Office, Mumbai (India)
11
12
13
14
15
INTEGRA Biosciences Group
INTEGRA Biosciences Ltd., Zizers (CH)
INTEGRA Biosciences Deutschland GmbH, Biebertal (D)
INTEGRA Biosciences SAS, Cergy-Pontoise Cedex (F)
INTEGRA Biosciences Ltd., Egham, Surrey (GB)
INTEGRA Biosciences Corp., Hudson, NH (USA)
SIGNAL Group
16 SIGNAL Ltd., Büren a. A. (CH)
17 Segnaletica Mordasini SA, Giubiasco (CH)
18 SITEK Ltd., Bettlach (CH)
19 INTEGRA Engineering India Ltd., Halol (India)
20 Micronic Holding B.V., Lelystad (NL)
7
12
2
1 11
17
Company Structure
Integra Holding Ltd.
Board of Directors
Adrian Oehler, Chairman
Heinrich M. Lanz, Vice Chairman
Hans C. Bodmer
Fritz Hauff
Clemens Ruckstuhl
Integra Immobilien Ltd.
Board of Directors
Adrian Oehler, Chairman
Franz Haudenschild
Clemens Ruckstuhl
Dominik Weber (as of April 2016)
Max Zollinger (until March 2016)
Adrian Oehler, CEO
Aquametro Group
Board of Directors
Adrian Oehler, Chairman
Fritz Hauff, Vice Chairman
Roger Baumer
Amir Golshani (until March 2016)
Dr. Heinz Graf (until March 2016)
Heinrich M. Lanz (as of April 2016)
Cleto de Pedrini (until March 2016)
Alf Zips
Peter Suter, CEO
INTEGRA Biosciences Group
Board of Directors
Adrian Oehler, Chairman
Gary Nelson, Vice Chairman
Philip Bodmer
Elmar Morscher
Prof. Dr. Roger Nitsch
John Warren
Elmar Morscher, CEO
SIGNAL Group
Board of Directors
Fritz Hauff, Chairman
Hans Peter Klauser
Heinrich M. Lanz
Adrian Oehler
Ernst Moser, CEO
SITEK Ltd.
Board of Directors
Fritz Hauff, Chairman
Robert Manyoky (until February 2016)
Clemens Ruckstuhl
Thomas Teuscher, CEO
INTEGRA Engineering India Ltd.
Board of Directors
Adrian Oehler, Chairman
Rahul G. Divan
Shalin Divatia
Bhargav Patel
Corinne Räz
Mahendra Sanghvi
Satish Parekh, CEO a.i.
Micronic Holding B.V.
8
Integra Real Estate
left:
Old production halls,
IntegraSquare
right:
Visualization project Wil
Com pany P rof il e
Integra Real Estate Ltd. commenced operations
in 1939 under the name Corbawa Ltd. Initially, the
company was responsible for financing the real
estate of the Integra Group. In 1987, Integra Real
Estate Ltd. took over the management of the
property of the pension fund of Integra Holding
and started the development, generation and renting of its own properties.
It also owns and manages the Swiss offices and
factories of the participations of Integra Holding.
With the conversion of the industrial area south of
the Wallisellen rail station, the entrepreneurial
focus of Integra Real Estate Ltd. has changed
significantly since 2002. Through the creation of
IntegraSquare in Wallisellen, the company experienced a significantly stronger focus towards renting to third parties.
Com ments on th e re p o rt in g ye ar
2015 was once again a successful year of business for Integra Real Estate Ltd. In the context
of the previous year, revenues of around CHF 16
million were again generated, although in Wil
many commercial tenants were given notice due
to the impending construction project.
9
Operating profit II of just under CHF 13 million was
slightly higher than in the previous year, since no
major renovation projects were implemented.
In 2015, a children’s playground was created for
the kindergarten of the Wallisellen primary school
in IntegraSquare. In addition, some minor conversions for the largest commercial tenant Siemens
were implemented and preparations were made
for future projects. At IntegraSquare in Wallisellen,
the last vacant commercial space was leased to
the company Walter Knoll. This provider of design
furniture complements the area ideally, because
various service companies have settled in Industriestrasse that specialize in interior design and
equipment. The interior design company Walter
Knoll opened its showroom in early October in the
context of the company's anniversary. During the
fiscal year, the longtime tenant CMG also moved
to an adjacent more suitable site, and together
with the general contractor Gross became another
new commercial tenant for the large corner site.
In 2015, the construction management performed
a renovation of the Integra pension fund owned
property at Burgstrasse, Austrasse and Weinbergstrasse in Volketswil. In the refurbishment of 24
occupied apartments, both the bathrooms and the
kitchens were completely renovated. In addition, all
electricity, water and heating lines were upgraded
to the latest standards. The windows were also
replaced and a solar system was installed for hot
water production. The extensive renovations resulted in rent increases for the existing tenants,
which were nevertheless accepted by the tenants.
In addition, all terminated apartments with an adjusted rent have already been re-rented.
The Integra Real Estate Ltd. team was complemented by the project manager for IntegraSquare
Wil in October 2015 and currently has 9 employees.
I n te g ra Sq u are Wi l
The industrial estate owned since 1937 by Integra
Real Estate Ltd. will be adapted for residential use
due to its close proximity to the rail station, the
old town and freeway access. During the fiscal
year, the superstructure and design plan consisting of the maps at the scale of 1: 500 and the
planning report incl. annexes was submitted for
preliminary review to the authorities.
In the first phase, four building complexes with
approximately 200 apartments will be planned and
realised. The urban planning should thereby be
directed by the rhythm of the façade division and
its depth effect in the balcony areas. The restoration of Krebs Creek that currently runs underground should also ensure an extremely natural
and appealing surrounding area.
Forec a s t
Integra Real Estate Ltd. will continue to evolve in
the coming years into a strong real estate company in the Integra Group, with the aim of sustainably increasing its income and its investment
portfolio. To reduce dependence on trade and
industry, Integra Immobilien plans further investments in well-located quality properties, primarily
through investments in mostly residential space.
The investment focus is on projects with longterm attractive returns and long-term appreciation
potential. In this context, the Wil project will be
implemented with about 200 apartments in the
coming years. Additional investments in smaller
residential properties will be considered in case of
suitable opportunities.
left:
Renovated kitchen, Volketswil
top middle:
Kindergarten playground,
IntegraSquare
bottom middle:
Renovated bathroom, Volketswil
right:
Head office of Integra Real
Estate Ltd.
In addition, no efforts will be spared in offering
existing tenants optimal solutions; therefore, in
2016, various renovations at the Wallisellen location as well as a renovation of the offices of
Aquametro are planned.
10
Aquametro Group
left:
New rinsing plant for AMTRON®
MAG Smart in Therwil
top right:
Consumption optimization in ships,
MEYER WERFT GmbH in Papenburg
bottom right:
New oil counter generation
CONTOIL® VZF II
Com pany P rof il e
Aquametro Ltd. was founded in 1928 in Basel.
Today, it develops, manufactures and sells smart
metering systems for water, thermal energy
(heating/cooling), oil/fuels, special fluids and
marine applications worldwide. With innovative
and future-oriented solutions, customers and business partners are supported from meter data
collection through to data management and integration into higher-level guidance and evaluation
systems.
C omme nts o n t h e rep orti ng ye a r
The decision of the Swiss National Bank to abolish
the minimum exchange rate of CHF 1.20 per euro
was a hard blow for Aquametro with its production
site in Switzerland. After a strong January, various
markets then became unsettled. In the export
business, the company suffered a slump. Planned
projects were frozen or even cancelled. Price concessions had to be made in order to survive in the
market. As a result, the export business became
more volatile. Fortunately, Aquametro was able to
maintain the previous year's level in the domestic
market, partly thanks to increased marketing
activities. In fiscal year 2015, a group turnover of
almost CHF 48 million was achieved with 179
employees, which is 10 % lower than last year.
11
In addition to a wide range of domestic and large
water meters, Aquametro Ltd. offers readout
technologies, data management and transmission
systems for water and gas supply engineering.
An innovative portfolio of system components,
from mobile data capture to an energy data management system for automated meter reading,
pays dividends not only in the consumption
calculation. The sustainable use of energy and
material resources becomes even more important
from an ecological and economic point of view.
Aquametro Ltd. has many years of experience and
integrated system solutions in terms of measuring
technologies for the most diverse applications.
An extensive set of communication interfaces for
direct integration or remote readout rounds out its
offerings.
Ne w oi l me ter ge ne ra tion
Regarding products, the highlight in this fiscal year
was the release of CONTOIL® VZF II. VZF II was
electronically overwidthed and received a temperature sensor to take account of the thermal expansion of oils. With this data, VZF II can now also
output a calculated mass and mass flow via the
improved pulse outputs. With these new features,
VZF II is comparable to the Coriolis meter.
In Aquametro Marine, the building and expansion
of a sales/technical support/service network –
maritime was built and developed. The product
alignment and adjustments and new developments followed the market requirements.
The DIESEL SWITCH product was further developed according to market requirements and expanded in its functionality. With the newly created
DNV GL Type Approval Certificate for a safe design
and technical functionality in ship operation, the
DIESEL SWITCH has a key differentiator over the
competition. The systems will be installed in newbuilds and retrofitting of vessels.
During the year a test rig for performance testing
of CONTOIL® VZF II and viscosity sensors was
developed, construced and used for the first
tests under in-vehicle conditions with heavy oil.
Aquametro Ltd. thus possesses a powerful test
rig for further product development and product
testing.
C al ib ra ti on a nd c erti ficat ion
ments in Germany and Switzerland. In addition,
Aquametro Ltd. maintains an independent,
Europe-accredited calibration center for heat,
water and oil quantities according to ISO/IEC
17025. Aquametro Ltd. has one of the few coldwater test rigs capable of checking volumetric
measuring units up to a nominal diameter of
250 mm and a maximum flow of 1,200 3/h. The
scope of service includes the SCS0077 calibration
center (Swiss Calibration Service) and verification
body T02.
left:
Electromagnetic flowmeters in the
„Royal Square Building“, Singapore
middle:
Heat quantity measurement with
CALEC® EM energy calculator and
data forwarding to the control
technology at an energy supplier
in Germany
top right:
CALEC® EM energy measuring
points in a geothermal project
in Riehen, Switzerland
bottom right:
Heat measurement,
Zürcher Sihlpost
Forec ast
As early as 2015, Aquametro Ltd. started making
various investments in the development and
expansion of the company; among others, in
market development, optimization of internal procedures and processes, and the general development of expertise within the organization. Next,
Aquametro aims to accelerate its entrance as a
total solution provider in selected markets.
Through these and other measures, Aquametro is
convinced that it can achieve its ambitious goals
for 2016.
Aquametro Ltd. is a calibration center for Switzerland authorized by METAS in Bern and a calibration
center for Germany under the supervision of the
Stuttgart Calibration Directorate, and can thus
offer its customers calibrated measuring instru12
INTEGRA Biosciences Group
left:
GripTips pipette tips remain
securely connected and do not drip
right:
VIAFLO II – Electronic 8-channel
pipette
Com pany P rof il e
Comm e n ts on th e re po rtin g ye a r
INTEGRA Biosciences Ltd. was founded in 1965
as a trading company for laboratory equipment in
Zurich. In recent years, the company has developed into an internationally leading manufacturer
of high-quality laboratory equipment for precise
dosing of liquids and sterilization of culture media.
2015 was another very successful year for
INTEGRA Biosciences Group. Its consolidated
sales increased to CHF 33.4 million. This represents an increase of 20 % over the previous year.
At the same time, the budgeted operating profit
was significantly exceeded.
The group is headquartered in Zizers (CH), where
all electromechanical devices and systems are developed and produced. All consumable materials
are developed and produced at the US headquarters. In the United States, UK, France and since
2015 in Germany, sales to end customers are
made by its own sales staff. In all other countries,
a network of over 100 independent distribution
partners represent INTEGRA products. These
products are used worldwide in many laboratories
in the life sciences industry and enjoy a superb
reputation. They are used in the fields of medication research, medical diagnosis, as well as in
quality assurance in the food and cosmetics
industries.
With CHF 17.7 million sales, North America has
strengthened its position as the most important
market region. This region has grown by 37 %
since the previous year. Europe also recorded
satisfying growth of 14 % to reach a turnover of
CHF 10.9 million. In the Asia/Pacific region, a decline of 15 % to CHF 3.4 million was recorded;
Japan in particular remained well below expectations.
From a product view point, all of the strategically
significant products contributed to the excellent
outcome. The new products in the area of liquid
handling and the associated consumable materials
achieved the highest growth.
The staff increased from 117 to 153 full-time positions in the fiscal year. The largest increase was
recorded in the production of consumables in the
United States.
13
Fo re ca st
The strategy "Closer to the Customer" will continue to be pursued in 2016. From April 2016,
the Swiss market will also be served directly. In
France, a new sales manager will take over responsibility. Thus, the most important markets in
Europe – the UK, France, Germany and Switzerland – will be served by their own sales staff.
In the United States, additional sales staff will be
employed; the sales regions will be divided up
more efficiently and arranged more densely. In
China, two local INTEGRA sales people will support the new distribution partner on site.
In 2016, the liquid handling product portfolio will
be complemented by the introduction of the
"EVOLVE" series for manual pipettes. This is a
significant milestone for INTEGRA Biosciences.
It thus becomes a complete provider of manual
and electronic pipettes. This will again significantly
increase the sale of consumables, especially
pipette tips. The business-to-business projects,
which are centered on the core competency in the
area of liquid handling, also look promising for the
future.
The injection molding production in the United
States was further automated and expanded in
2016. This will lead to a gradual improvement in
margins for consumables.
left:
Electronic pipette VIAFLO 384
top right:
Headquarters in Zizers
bottom right:
Testing of MEDIACLAVE culture
media sterilizer
The VOYAGER II will be manufactured in Switzerland from April 2016. Thus, all the electromechanical devices are developed and assembled in
Switzerland. This clear division of responsibilities
between the two sites has proven to be very efficient and effective.
A balanced revenue and cost structure in the three
major currencies – CHF, USD, EUR – secures
INTEGRA Biosciences Group optimally against
currency fluctuations.
14
SIGNAL Group
left:
Large-format billboards at
Seetalplatz Emmenbrücke
top right:
Marking of parking spaces for 500
cars at the Kongresshausparking
Biel/Bienne
bottom right:
Inauguration of Grand Tour
Guidepost in Zurich
(Source: Switzerland Tourism)
Com pany P rof il e
Since 1946, SIGNAL Ltd. has provided systems
and solutions for traffic information and safety. In
the field of signaling, marking and traffic control,
SIGNAL Ltd. is the market leader in Switzerland.
The product range also includes static and
dynamic information systems and shutoff and
access systems such as barrier and bollard devices. The range also includes parking guidance
systems, products for outdoor space design and
tunnel safety products.
In all sectors, SIGNAL Ltd. offers comprehensive
solutions. These include services such as consulting, planning, engineering, assembly and maintenance.
Comm ents on the re p o rtin g ye ar
The SIGNAL Group can look back on a very
successful fiscal year 2015. Operating revenue
increased by CHF 1.3 million to CHF 54.2 million.
15
At the same time, income also increased significantly. The main reasons were efficiency gains
in road marking, continuous improvement of products and processes and savings in procurement.
In 2015, major investments were made in infrastructure and expansion of its market position.
With over 230 employees, almost 26,000 orders
were executed in 2015. Approximately 490 tons of
steel, 180 tons of aluminum and 65,000 square
meters of foil were processed. From these materials, 90,000 signs were created. Road marking
crews throughout Switzerland applied about 450
tons of marking materials to the roads.
N ota b le p ro j ec ts
In fiscal year 2015, various highway projects commissioned by the Federal Roads Office (ASTRA)
were implemented. These include signaling on the
A2 eastern ring road in Basel, the A8 bypass in
Interlaken, the A3 tunnel in Altendorf, and variable
message signs on highways in west and northwest Switzerland. For the Lötschberg base tunnel
of BLS, SIGNAL Ltd. delivered the new escape
route signaling.
For the Grand Tour of Switzerland, that leads to
44 attractions, 22 lakes and 5 Alpine passes,
SIGNAL Ltd. made 650 guideposts on behalf of
Switzerland Tourism. At the Zurich Central Station
and in St. Gallen, dynamic departure display monitors were installed.
The biggest contracts in the field of road marking
include the work on the cantonal roads in the
Canton of Bern and in Zurich, as well as the creation
of tactile markings at numerous rail stations in
western Switzerland.
C o mp reh e nsi ve sa le s and
s e r v i ce netwo rk
The sales and service network with 12 branches
ensures customer proximity in all language
regions of Switzerland. For market success, it is
essential to be familiar with local conditions and
work closely with customers. The customers of
SIGNAL Ltd. include the public sector with a share
of 70 % and the private sector with a share of
30 %. The subsidiary Segnaletica Mordasini Ltd.
performs marking work in the Canton of Ticino
on freeways, cantonal and community roads,
pedestrian crossings, corporate sites, and in parking garages and industrial facilities.
Forec as t
SIGNAL Ltd. is pursuing its growth strategy. The
focus is on acquiring new customers and developing the public transport market segment. In information and access control systems, there is
further development potential for SIGNAL Ltd.
The prospects for 2016 are positive, and the order
backlog is higher than last year.
left:
Flexible, drive-over plastic island
post
middle:
Pedestrian control system 2nd
stage in Sanem (Lux)
right:
Departure display monitor
SIGNA imotion® FLOW in
Zurich Central Station
In the implementation phase, there are projects
for signaling and traffic control on the following
freeway sections: A1 / 2 / 3 variable message
signs, A5 Biel bypass, A12 Faoug – Kerzers, A14
Rotsee – Buchrain and A16 tunnel Choindez and
the Court – Tavannes stretch. The framework contracts for signaling in the City of Zurich and the
Canton of Geneva and for marking in the City of
Zurich and the Canton of Ticino are ongoing. The
framework contracts for signaling in the Canton of
Ticino and for marking in the Canton Bern have
been re-tendered.
16
SITEK
left:
Automatic lathe
top right:
Turned parts made of titanium
bottom right:
Metal turned part with plastic
component
Com pany P rof il e
SITEK Ltd. is a company that manufactures product components, small gear units, assemblies,
and precision parts made of plastic and metal.
The company was founded in 1997 at its present
location in Bettlach and taken over by Aquametro
in 2004. In 2015, the majority shareholding was
acquired by Integra Holding. SITEK Ltd. has
modern production facilities and a complementary
network for the production of precision plastic and
metal components. Today's strong market position
will be systematically expanded in the main
markets of Switzerland and Germany.
Thanks to the clear niche strategy, the company is
able to react quickly and flexibly to customer
needs. Proximity to the customer is important as
a supplier. SITEK Ltd. has a range of services that
includes all processes, from development and
design through to the finished component.
17
The production of a combination of metal turned
parts and plastic components, as well as the
in-house manufacturing of corresponding assemblies, is a huge benefit to customers. In addition
SITEK Ltd. offers a network of specialists in
the adjoining disciplines of the company. The
company focuses primarily on its core competence: The production of technical serial parts.
Co m m ents on the rep o rti n g ye a r
2015 was characterized by a difficult market environment. The decision by the SNB on 15 January
and the currency problem had a profound impact
on export-oriented suppliers. An order from a customer present as a system supplier in the automotive industry was withdrawn and transferred to
the Czech Republic.
Many customers were hesitant and ordered very
cautiously and very late. As a result, sales fell by
15 % to CHF 3.82 million. Through targeted measures, the gross margin of the previous year could
be maintained. During the year, several customers
had to be offered euro discounts, which was reflected in the result. The staff level was reduced
by 2 to 21 employees.
New customer contacts had a positive impact on
the project business. An innovation was the use
of high-frequency spindles to make turned parts
out of titanium for a customer in Germany. Other
projects for an automotive supplier and a gear
manufacturer for household appliances are in
progress or in field trials.
SITEK Ltd. is challenged with increasingly complex
parts on the market. To accommodate the demands of its customers, it invested in new machinery in recent years. Further investments in the
areas of quality assurance, parts cleaning, gearing
and logistics processes must follow in order to
counter the pressure on margins sustainably.
Fore c a s t
Despite a currently weak economy, we are convinced of the potential of SITEK Ltd. Through a
targeted market approach and proximity to customers, the market position will be strengthened
and expanded in the supplier market. SITEK Ltd.
will focus in the future on a niche market with
small and medium series.
The goal is to advise customers early in the project
phase and to assist in product development. The
knowledge and relationships gained will pave the
way for a subsequent long-term production order.
left and right:
Housing production for
flowmeter
In addition, the name SITEK must become better
known as a qualified supplier for assemblies. The
combination of rotationally symmetrical parts with
injection-molded parts distinguishes SITEK Ltd.
from its competitors and is a competitive advantage that should be exploited.
At its present location in Bettlach, further expansion into a modern production facility according to
the current requirements is no longer possible.
Therefore, land was purchased in the Grenchen
industrial zone to build a new production facility
with the goal of securing the future of SITEK Ltd.
sustainably.
18
INTEGRA Engineering India
left:
New laser cutting machine
top right:
Employees of Integra
Engineering India
bottom right:
New fuse monitoring system
Com pany P rof il e
INTEGRA Group has been operating in India
since 1987 with its own relay production. In 2012,
Integra Holding Ltd. took a majority stake in
Schlafhorst Engineering, which was established in
1981 for the production of textile machinery. After
the takeover, the two companies were merged
into today's INTEGRA Engineering India Ltd.
Since then, Integra Holding Ltd. holds 55 % of
the shares of INTEGRA Engineering, while the
remaining shares are traded on the Mumbai stock
exchange.
Today, the company offers comprehensive production services, which include everything from
machining through manufacturing, welding, painting/coating to assembly and wiring. The main
customers are various OEMs in the fields of
transport and energy technology, including ABB,
Bombardier Transportation, Hitachi, BHEL and
Crompton Greaves. In addition, the company continues to produce its own products.
Co mments on th e re porti ng ye a r
The Prime Minister Narendra Modi, elected in
2014, former First Minister of Gujarat, already
proved his business friendliness as well his ability
to build urgently needed infrastructure in Gujarat.
19
In his first few months in office, Modi has already
launched important initiatives. For our business,
the "Make in India" initiative is primarily important
because it signals the government's willingness
to make India a global site for the manufacturing
industry. The initiative is aimed at providing an enabling environment by improving the ease of doing
business in India and reducing bureaucracy.
These measures are now bearing fruit. The government was thus able to make some achievements in 2015. India now has around 7.4 %
growth, the highest growth rate in the BRIC countries, ahead of China, and the lowest inflation rate
for years. This strong growth was driven primarily
by a corresponding growth in the manufacturing
sector.
INTEGRA Engineering India Ltd. was able to
benefit from this positive development and
recorded an order intake of around CHF 1 million
higher than the previous year, representing an
increase of almost 25%. Revenue was also
boosted by around 11 % with some delay to the
order intake in the fiscal year.
Thanks to the start of a reorganization of the
operating layout, the production capacity was also
increased and efficiency improved. The utilization
Engineering
of production capacity was increased further in
the fiscal year. Some new tenants were also
gained for the buildings not used by us. At the
same time, products were developed with regular
customers and the newest generation of traction
converters was developed and transferred to production. The gross margin increased slightly again,
so that in 2015 a positive EBITDA and a net profit
of around TCHF 200 were generated.
In the field of rail safety, the market position was
strengthened with the relay portfolio and some
large orders were won. In addition, the team
finished developing and optimizing the new proprietary fuse monitoring system, which according
to the new regulations must be installed in all rail
safety control rooms. This excellent complement
to the existing relay portfolio already led to the first
orders in 2015, and it is expected that with the
requested approval by the Railways Standards
organisation in the coming years, a significant
proportion of turnover can be generated with this
system.
Fo re ca s t
At the same time, the areas of design and manufacturing for OEMs will be systematically expanded. In sheet metal processing, additional
measures will be implemented to improve
processes and create transparency with the
planned introduction of modern systems. We are
also working specifically on developing our manufacturing capabilities. Only after the creation of the
necessary know-how, structures and processes
can further growth be successfully implemented.
In addition, the management team will be further
strengthened, i.e. supplemented by other professional team members and formed into a strong
team.
left:
Railway relays
right:
Employee in the assembly
of railway relays
The market response to the profile and the operating sites of INTEGRA Engineering Ltd. continues
to be very positive. The management is confident
that, with the improved economic environment
and further developments within the organization,
it will be able to benefit from the investments.
These developments can be summarized for
INTEGRA Engineering Ltd. in many opportunities
for continued expansion and positive development
of the business in the next few years.
We plan to continue and expand our product portfolio for railway signaling products. In doing so, the
new fuse monitoring system will be strongly promoted and gain in importance.
20
MICRONIC
left:
Sample Storage Starter Pack
Premium
top right:
Next Generation ULT Rack 96-Q1
bottom right:
Univo Screw Cap Recapper SR008
Com pany P rof il e
Micronic’s goal is to advance research by serving
scientists in finding solutions that contribute to a
higher quality of life. We develop and manufacture
a range of Dutch-designed products to enhance the
process of sample preservation and storage.
Co mmen ts on the re p o rti ng ye ar
Micronic experienced high growth in its established
markets the USA and the EMEA region, as well as
in its newly developed Asian market. In 2015,
Micronic built an additional cleanroom in Lelystad,
which is now in full operation. As a result, production and R&D activities can be performed in a more
flexible way.
Micronic continued to invest in new and innovative
products. The entire Next Generation Ultra-Low
Temperature (ULT) Rack Range consisting of 11 new
racks was introduced. The racks have many unique
features including their extremely strong design for
cryogenic storage, a novel "icebreaker" cover lock
mechanism, cover prints indicating rack and tube
type, and a highly transparent cover which enables
easy visual checking of the enclosed samples.
Other innovative products that were introduced in
2015 are the Univo Manual Capper CM480 – a cost
effective way of applying uniform pressure to push
caps in an entire 96 tubes rack in only a single
action, the Sample Storage Starter Packs, and the
21
Univo Screw Cap Recapper SR008, which offers
users the ability to cap, decap or recap a row of
8 tubes in less than 5 seconds. All introductions
were very successfully received in the market.
Finally in 2015, Micronic focused on its marketing
by the launch of a variety of tech notes, by its increasing activity on social media, by executing a
search engine optimization campaign and by improving the uniformity of all its marketing expressions. Most importantly, Micronic developed a new
corporate identity statement, which will be propagated extensively in 2016.
Fore c ast
In 2016 Micronic’s aim will be to strengthen its position in the US market by a continued focus on the
West Coast and a greater focus on the Texas region, where several advanced life science clusters
are located. The Canadian market will be served by
a newly recruited Micronic Sales Manager. Furthermore, there will be an ongoing focus on the developing industries of Asia and Latin America. Another
primary goal is to strongly invest in the development of a complete portfolio of sample handling
and management equipment, which should further
drive the sales growth of equipment. Finally in
2016, Micronic will introduce impressive new labware, such as the first tubes with external screw
thread of a comprehensive range.
Integra Holding Ltd.
Auditor 's report
We have audited the consolidated financial statements of Integra Holding Ltd., for the
financial year ended December 31, 2015, comprising the balance sheet, statement of income,
cash flow, shareholders’ equity, and notes.
Re sp on s ibi l ity of t he Gove rning Board
The governing board is responsible for the preparation of the company’s consolidated financial
statements in compliance with the Swiss GAAP FER regulations and Swiss law. Furthermore,
the board is required to put into place and maintain internal controls appropriate for preparing
consolidated financial statements free of material misstatements arising from violations or
errors. It is also responsible for selecting the accounting methods to be applied and for making
reasonable estimates.
Re sp o ns i bil i ty o f th e a udi to r
Our responsibility is to express an opinion on these consolidated financial statements based
on our audit. We conducted our audit in accordance with Swiss laws and auditing standards,
which require that we plan and perform the audit to obtain reasonable assurance as to whether
the consolidated financial statements are free of material misstatement.
We have examined, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, using our discretion on the audit procedures to identify
the risks of material misstatements arising from violations or errors. We have also assessed
the client’s internal controls over financial reporting, in order to identify any risks and define the
scope of the audit, but not to issue an opinion on the effectiveness of the client’s system of
controls. Furthermore, we also assessed the accounting principles used, significant estimates
made, and the overall presentation of the consolidated financial statements. We believe that
our audit provides a reasonable basis for our opinion.
Audi to r ’s o p ini on
In our opinion, the consolidated financial statements present fairly the Group’s assets, financial
position, and profit situation on December 31, 2015, in compliance with the Swiss GAAP FER
regulations and Swiss law.
Re portin g ba s ed on o the r l egal regul ation s
We hereby confirm that we meet the legal requirements for professional qualifications pursuant
to RAG (Auditing Standards Act) and independence pursuant to §728 of OR (Swiss code of
Obligations), and that our independence was not undermined in any manner under the existing
circumstances. Furthermore, we confirm that the governing board has put internal controls in
place pursuant to §728a par. 1(3) of OR and the Swiss Auditing Standard 890.
We recommend approval of these consolidated financial statements.
St. Gallen, April 8, 2016
KPMG Ltd.
Kurt Stocker
Charted Accountant
Head Auditor
Andrea Cuka
Certified Auditor
22
Development of the company
Percentage Share of
FY2015 Revenue and B/S
Total by Company (%)
80%
60%
40%
Revenue
B/S total
Staff Count
20%
0%
Aquametro
Group
SIGNAL
Group
SITEK Ltd.
INTEGRA
INTEGRA
Biosciences Engineering
Group
India Ltd.
Integra
Real Estate Ltd.
1000
800
600
400
200
0
2006
2007
2008
2009
2010
2011
Key F ig u re s
2012
2013
2014
2015
2015
2014
Net turnover and other operating revenues
150'253
155'565
Added value
110'305
108'645
139
140
EBITDA
27'915
30'101
- Percentage of turnover
18.6%
19.3%
EBIT
19'707
24'784
- Percentage of turnover
13.1%
15.9%
Profit after tax
11'630
15'515
5'965
6'065
814
800
Return on equity
7.3%
11.0%
Return on net operating assets (RONOA)
5.8%
7.3%
47.7%
47.2%
(in 1’000 CHF)
- Per employee
Investments in tangible assets
Staffing Level (31.12.)
Equity ratio
23
Profitability
Revenue
(CHF, millions, left scale)
Profit after tax in %
(%, right scale)
Return on Investment
160
20%
120
15%
80
10%
40
5%
0
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
0%
15%
10%
Return on equity
Return on
operating assets
Equity ratio
5%
0%
50%
40%
30%
20%
10%
0%
Overview of key figures
The Integra Group can again look back on a
successful 2015 despite a significantly tougher
economic environment. Consolidated operating
income amounted to around CHF 154.4 million,
slightly more than last year. Consolidated net
sales, however, declined compared with 2014
by 3.5 % to CHF 148.9 million. Net profit for the
entire group amounted to approximately CHF 11.6
million, representing a decrease of 25 % since the
previous year.
Integra Real Estate Ltd.
In 2015, the operating performance was maintained at approximately CHF 16 million. Operating
expenses declined compared to the previous year,
since fewer projects were implemented. Due to
the improved rental situation and the further fall in
interest rates, the value of the investment properties continued to rise. Thus, an operating profit II of
CHF 12.9 million was achieved, which represents an
increase of almost 2 % since the previous year.
Aquametro Group
Aquametro achieved an operating performance
in 2015 of CHF 47.9 million with an operating profit
II of CHF 3.2 million. Fiscal year 2015 was generally regarded as unsatisfactory. The abolition of
the minimum exchange rate of CHF 1.20 per euro
affected the production site in Switzerland badly.
INTEGRA Biosciences Group
INTEGRA Biosciences Group posted 2015 sales of
CHF 33.4 million, which is growth of 20% since the
previous year. The achieved operating profit II was
CHF 2.6 million, i.e. 31 % higher than the previous
year. The group had 153 employees at year-end.
SIGNAL Group
SIGNAL Ltd. looks back on a successful fiscal year
2015. The operating performance of CHF 54.2 million
(+ CHF 1.3 million year on year) was the best in the
company's history. The EBIT margin was further
improved compared to the previous year. The responsibility for the good result was shared by all product
areas, but in particular the projects and systems divisions, as well as marking.
SITEK Ltd.
The annual result of SITEK Ltd. is good under
the circumstances. Despite continued pressure on
margins, operating revenue of CHF 3.8 million and
operating profit II of TCHF 130 were achieved.
Overall, the company made good progress in all
areas in 2015.
INTEGRA Engineering India Ltd.
In 2015, INTEGRA Engineering India increased
its sales over the previous year by around 11% to
CHF 3.5 million. Thanks to the increased sales, good
margins in the rail business, and controlled costs, a
positive operating performance and an annual profit
of around TCHF 200 was achieved.
24
Integra Addresses
left:
IntegraSquare, Wallisellen
top right:
INTEGRA Biosciences Ltd., Zizers
bottom right:
SIGNAL Ltd., Büren a. A.
Integra Holding AG
Hammerweg 1
CH-8304 Wallisellen
Tel. +41 (0)43 233 30 10
Fax +41 (0)43 233 30 11
[email protected]
www.integra.ch
Integra Immobilien AG
Hammerweg 1
CH-8304 Wallisellen
Tel. +41 (0)43 233 30 20
Fax +41 (0)43 233 30 21
[email protected]
www.integra-immobilien.ch
INTEGRA Biosciences Group
INTEGRA Biosciences AG
Tardisstrasse 201
CH-7205 Zizers
Tel. +41 (0)81 286 95 30
Fax +41 (0)81 286 95 33
[email protected]
www.integra-biosciences.com
INTEGRA Biosciences Corp.
2 Wentworth Drive
Hudson, NH 03051, USA
Tel. +1-603-578-5800
Fax +1-603-577-5529
[email protected]
www.integra-biosciences.com
INTEGRA Biosciences
Deutschland GmbH
D-35444 Biebertal
Tel. +49 6409 81 999 15
Fax +49 6409 81 999 68
[email protected]
www.integra-biosciences.com
INTEGRA Biosciences Ltd.
Heathrow Business Centre
65 High Street, Egham
United Kingdom, TW20 9EY
Tel. +44 (7711) 607 687
[email protected]
www.integra-biosciences.com
SIGNAL Group
SIGNAL AG
Industriezone kleine Ey
CH-3294 Büren a/Aare
Tel. +41 (0)32 352 11 11
Fax +41 (0)32 352 11 01
[email protected]
www.signal.ch
25
Segnaletica Mordasini SA
Via Pobbia 4
CH-6514 Sementina
Tel. +41 (0)91 780 46 60
Fax +41 (0)91 780 46 61
[email protected]
www.segnaletica-mordasini.ch
INTEGRA Biosciences SAS
Avenue du Fief - La Mare II
BP 79570 - ZI Béthunes
St Ouen l'Aumône
F- 95062 Cergy-Pontoise Cedex
Tel. +33 1 34 30 76 76
Fax +33 1 34 30 76 79
[email protected]
www.integra-biosciences.com
Aquametro Group
Aquametro AG
Ringstrasse 75
CH-4106 Therwil
Tel. +41 (0)61 725 11 22
Fax +41 (0)61 725 15 95
[email protected]
www.aquametro.com
Aquametro Messtechnik GmbH
Kurt-Schumacher-Allee 2
D-28329 Bremen
Tel. +49 421 871 64-0
Fax +49 421 871 64-19
[email protected]
www.aquametro.com
Aquametro Belgium Sprl.
Dallaan, 67
B-1933 Sterrebeek
Tel. +32 2 241 62 01
Fax +32 2 216 22 63
[email protected]
www.aquametro.com
Aquametro ME JLT
Jumeirah Lake Towers
Jumeirah Bay X3, office 1807
P.O.Box 334132
Dubai- UAE
Tel. +971 56 7587 801
[email protected]
www.aquametro.com
Aquametro (China) Pte Ltd.
190 Woodlands Industrial Park E5
#08-17, Woodlands Bizhub
Singapore 757516
Tel. +65 6899 1980
Fax +65 6899 2972
[email protected]
www.aquametro.com
Aquametro (S.E.A.) Pte Ltd.
190 Woodlands Industrial Park E5
#08-17, Woodlands Bizhub
Singapore 757516
Tel. +65 6899 1980
Fax +65 6899 2972
[email protected]
www.aquametro.com
Aquametro Korea Ltd.
3F, 169, Sameo-ro, Haeundae-gu
Busan, 612-857, South Korea
Tel. +82 51 905 55 66
Fax +82 51 905 55 69
[email protected]
www.aquametro.com
Aquametro Marine GmbH
Friedrich - Barnewitz - Straße 7
D-18119 Rostock - Warnemünde
Tel. +49 381 5196 48 81
Fax +49 381 5196 48 82
www.aquametro.com
Aquametro Represent. Office:
Japan and India
SITEK AG
Friedhofstrasse 18
Postfach 112
CH-2544 Bettlach
Tel. +41 (0)32 645 29 29
Fax +41 (0)32 645 16 84
[email protected]
www.sitek.ch
INTEGRA Engineering India Ltd.
Post Box No. 55
Chandrapura Village
Taluka: Halol - 389 350
District: Panchmahals, Gujarat
India
Tel. +91 2676 221870
Fax +91 2676 220887
[email protected]
www.integraengineering.in
Micronic Holding B.V.
Platinastraat 51
NL-8211 AR Lelystad
Tel. +31 320 27 70 70
Fax +31 320 27 70 66
[email protected]
www.micronic.com
left:
Aquametro Ltd., Therwil
right:
INTEGRA Engineering India Ltd.,
Halol
26
Graphic design: aaa-design, Arbenz-Ambühl
Integra Holding AG
Hammerweg 1
CH-8304 Wallisellen
www.integra.ch