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8-K/A - FORM 8-K/A - POWER INTEGRATIONS INCa8-ka7_13x2012.htm
EX-23.1 - EXHIBIT 23.1 - POWER INTEGRATIONS INCex2317_13x2012.htm
EX-99.2 - EXHIBIT 99.2 - POWER INTEGRATIONS INCex9927_13x2012.htm

 
 
 
 
Exhibit 99.1








Concept Group
Consolidated Financial Statements
December 31, 2011






















































Concept Group Consolidated Financial Statements
Content
 
Page
Report of the independent auditor on financial reporting of the Concept Group
 
Consolidated statement of income
 
Consolidated balance sheet
 
Consolidated statement of shareholders' equity
 
Consolidated statement of cash flow
 
Notes to the consolidated financial statements
 
 
 
 





REPORT OF THE INDEPENDENT AUDITOR
For the Year Ended December 31, 2011
To the Board of Directors of
CONCEPT BETEILIGUNGEN AG, ZUG
Report on the consolidated financial statements
In accordance with the terms of our engagement, we have audited the accompanying consolidated financial statements of Concept group, which comprises the balance sheet, income statement, cash flow statement, statement of changes in equity and notes for the year ended December 31, 2011.
Board of Directors' Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Swiss GAAP FER as well as the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Independent Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss Auditing Standards and US GAAS. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the existence and effectiveness of the entity's internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
Comparative financial information have not been included in the consolidated financial statements of the Concept group as described in the Note 24 to the financial statements, which constitutes a departure from the Swiss GAAP FER Standards.

Opinion
In our opinion, except for the matter described in the Basis for Qualified Opinion paragraph, the consolidated financial statements for the year ended December 31, 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

Swiss GAAP FER vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income for the year ended December 31, 2011 and the determination of equity at December 31, 2011, to the extent summarized in Note 22 to the financial statements.

Deloitte AG
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Bernd Pietrus
 
/s/Alain Wenger
 
 
Bernd Pietrus
 
Alain Wenger
 
 
Licensed Audit Expert
 
Licensed Audit Expert
 
 
Auditor in Charge
 
 
 
 
 
 
 
 
 
Zürich, July 9, 2012
 
 
 
 
BPI/AWE/dem
 
 
 
 

3


Enclosures
- Consolidated financial statements (balance sheet, income statement, cash flow statement, statement of changes in equity and notes)

4



Concept Group
Consolidated Statement of Income
(in CHF)
 
 
 
Year Ended
 
 
Note
 
December 31, 2011
 
 
 
 
 
 
Net revenues
 
 
28,747,664

100.0
 %
Change in inventory
 
 
(366,841
)
 
Cost of revenues
 
 
(10,147,432
)


Gross Profit
 
 
18,233,391

63.4
 %
 
 
 
 
 
Personnel expenses
 
 
(5,787,054
)
 
Rent expenses
 
 
(86,459
)
 
Car expenses
 
 
(164,235
)
 
Maintenance
 
 
(136,042
)
 
Insurances and charges
 
 
(71,713
)
 
Energy water auxiliary material
 
 
(38,968
)
 
Office and administration
 
 
(761,726
)
 
Marketing
 
 
(590,323
)
 
Different operating expenses
 
 
(2,978
)
 
Total Operating Expenses
 
 
(7,639,498
)
(26.6
)%
Earnings before depreciation, interest and taxes
 
 
10,593,893

36.9
 %
Depreciation
3)
 
(380,037
)
 
Earnings Before Interest and Taxes
 
 
10,213,856

35.5
 %
Financial expenses
6)
 
(964,421
)
 
Financial income
6)
 
109,850

 
Other expenses
7)
 
(215,724
)
 
Other income
7)
 
126,417

 
Pretax Profit
 
 
9,269,978

32.2
 %
Taxes
8)
 
(1,777,800
)
 
Net Income
 
 
7,492,178

26.1
 %

The accompanying notes form an integral part of the consolidated financial statements.

5


Concept Group
Consolidated Balance Sheet
(in CHF)
 
 
 
Year Ended
 
 
Note
 
December 31, 2011
 
Assets
 
 
 
 
Cash and cash equivalents
9)
 
5,953,630

 
Accounts receivable
10)
 
2,689,504

 
Allowance for doubtful accounts
 
 
(50,000
)
 
Other receivables
11)
 
1,694,243

 
Inventories
12)
 
6,138,016

 
Prepaid expenses
13)
 
1,424,919

 
Total current assets
 
 
17,850,312

70.3
%
Current account shareholder
18)
 
1,946,021

 
Loan, third parties
18)
 
171,362

 
Tangible assets
14)
 
5,437,277

 
Total non-current assets
 
 
7,554,660

29.7
%
Total assets
 
 
25,404,972

100.0
%
Liabilities and shareholders' equity
 
 
 
 
Accounts payable
 
 
711,776

 
Other payables
 
 
1,426,403

 
Provision for vacation
 
 
90,400

 
Accrued expenses
15)
 
559,149

 
Total current liabilities
 
 
2,787,728

 
Long-term provisions
16)
 
1,010,444

 
Deferred tax liabilities
 
 
2,371,547

 
Total liabilities
 
 
6,169,719

24.3
%
Share capital
 
 
100,000

 
Legal reserves
17)
 
100,000

 
Retained earnings
17)
 
11,543,075

 
Consolidated net income
 
 
7,492,178

 
Total equity
 
 
19,235,253

75.7
%
Total liabilities and shareholders' equity
 
 
25,404,972

100.0
%

The accompanying notes form an integral part of the consolidated financial statements.


6


Concept Group
Consolidated Statement of Shareholders' Equity
(in CHF)

 
 
 
 
 
 
 
 
 
 
 
Note
 
Share Capital
 
Legal Reserves
 
Retained Earnings
 
Total Equity
Balance at December 31, 2010
17)
 
100,000

 
100,000

 
14,843,075

 
15,043,075

Dividend payment
17)
 

 

 
(3,300,000
)
 
(3,300,000
)
Consolidated net income
17)
 

 

 
7,492,178

 
7,492,178

Balance at December 31, 2011
17)
 
100,000

 
100,000

 
19,035,253

 
19,235,253

    
The accompanying notes form an integral part of the consolidated financial statements.


7


Concept Group
Consolidated Statement of Cash Flow
(in CHF)


 
 
 
Year Ended
 
Note
 
December 31, 2011
 
 
 
 
Consolidated net income
 
 
7,492,178

Depreciation and amortization
14)
 
380,037

Depreciation and amortization (non operating assets)
 
 

Gains (-) / losses (+) on sale of non-current assets
 
 
19,884

Changes in provisions
15)
 
(1,466,094
)
Cash flow from operating activities before changes in net working capital
 
 
6,426,005

Movement in accounts receivable
 
 
(909,903
)
Movement in inventories
 
 
(366,301
)
Movement in other receivables and prepaid expenses
 
 
(440,208
)
Movement in accounts payable
 
 
(382,473
)
Movement in other current liabilities and accrued expenses
 
 
(581,360
)
Cash flow from operating activities
 
 
3,745,760

Investments in tangible assets
14)
 
(453,058
)
Divestments of tangible assets
 
 
48,889

Investments in real estate non-operating
 
 
(543,080
)
Increase of loans granted to others
 
 
(47,125
)
Cash flow from investing activities
 
 
(994,374
)
Increase (+) / repayment (-) of loans to shareholders
 
 
(641,780
)
Dividend distribution to shareholders
 
 
(3,300,000
)
Cash flow from financing activities
 
 
(3,941,780
)
Net cash flow
 
 
(1,190,394
)
Increase (+) / decrease (-) of cash and cash equivalents
 
 
(1,190,394
)
Cash and cash equivalents at beginning of period
 
 
7,144,024

Cash and cash equivalents at end of period
 
 
5,953,630


The accompanying notes form an integral part of the consolidated financial statements.


8











Notes to the consolidated financial statements
 


9


Notes to the Consolidated Financial Statements (continued)


1. GENERAL INFORMATION

a) Business operations

Concept Group, or the Company, is a worldwide technology and market leader in insulated gate bipolar transistor or “IGBT” drivers for mid- to high-power IGBT modules. The Company has more than 25 years of experience in the design of sophisticated IGBT drivers and offers products for applications including industrial motor drives, renewable energy, electric trains, hybrid electric vehicles and a variety of other end markets.

b) Basis of presentation

The consolidated financial statements for the year ended December 31, 2011 are consistent throughout the financial statements with the accounting and reporting principles Swiss GAAP FER, except for the departure from Swiss GAAP FER disclosed in note 24 below.

2. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements for the year ended December 31, 2011 present a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER of the Concept Group. The consolidation adjustments were made according to the accounting principles of Swiss GAAP FER 30.

a) Scope of consolidation

Concept Beteiligungen AG, Zug
CT-Concept Holding AG, Biel (90 % participation, 10% Heinz Rüedi)
CT-Concept Technologie AG, Biel (100 % participation)

On May 1, 2012, 100% of the stock in CT-Concept Holding AG and Concept Beteiligungen AG was purchased by a wholly owned subsidiary of Power Integrations, Inc. for cash.

b) Consolidation cut-off date and period

The consolidated financial statements cover the period from January 1 to December 31 the balance sheet date therefore is December 31.
For CT-Concept Technologie AG and Concept Beteiligunen AG, this period corresponds to their fiscal year. For the CT-Concept Holding AG, with its fiscal year end June 30, interim financial statements from January 1 to December 31 were prepared.

c) Consolidation method – Minority interests 

All group companies are fully consolidated.
No third party minority interests in these companies exists. The 10% holding in CT-Concept Holding AG of the sole shareholder is not treated as minority interests, as all group companies are wholly owned by Heinz Rüedi.

d) Capital consolidation

The capital consolidation is carried out in accordance with Swiss GAAP FER 30 and based on the purchase method. This means that the equity of subsidiaries as of the time of acquisition is offset against the purchase price or as of date of foundation offset against the carrying amount of the investment in the parent organization.
Since the current Concept Group structure results from 'internal' restructuring (mainly due to tax reasons), the consolidation reserves from the first consolidation in prior year (January 1, 2010) were fully reported as retained earnings (except for paid-in share capital), which reflects the actual circumstances.

e) Consideration of intercompany assets, liabilities, expenses and revenues

10


Notes to the Consolidated Financial Statements (continued)


Intercompany balances and transactions, as well as gains arising from such transactions, are eliminated in full.
There are no unrealized profits from intercompany transactions.

f) Foreign currency translation

None of the financial statements are in foreign currency.
Foreign currency assets and liabilities are translated into Swiss Francs at the exchange rate prevailing on the balance sheet date (€ 1.21605 / $ 0.92271). Foreign currency transactions are translated into local currency using the fixed exchange rate prevailing on the date of transaction. The fixed exchange rate is adjusted periodically. Foreign exchange gains and losses resulting from the settlement of such transactions and from translations at year-end are recognized in the statement of income.


3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
        
a) Valuation principles

In accordance with Swiss GAAP FER 2, valuation principles are either historical cost, production cost or present value. Within the individual balance sheet items, valuation principles are applied consistently. Necessary depreciation and valuation adjustments are systematically identified and recorded.

b) Accounts receivable

Receivables are carried at nominal value. The foreign currencies are converted into Swiss francs at the exchange rates prevailing on the balance sheet date.
The creditworthiness of receivables and the payment behavior of customers are considered as very good. There is no history of material accounts receivable write-offs. Therefore, the allowance for doubtful debts is established relatively low with CHF 50,000.

c) Inventories

Inventory is stated at the lower of cost or market. The extensive hidden reserves on inventory in the statutory financial statements have been dissolved.
In prior years an allowance of 2.5% was made for discard, obsolete items and general storage risks. A revised procurement policy, combined with generally declining world market supplier prices in electronics and falling exchange rates have led to an increase of the lump-sum allowance from 2.5% in the preceding 3 years to 5% (2008), 10% (2009), 15% (2010). As of December 31, 2011 the lump-sum allowance has been lowered to 5% based on detailed assessment principles as well as lower market values and the current exchange rates.

d) Real estate

Operating property is valued at historical cost and depreciated linear over their estimated useful life.
Location: Johann-Renfer-Strasse 15, Biel
acquisition / construction costs 1999 – 2001
 
CHF 920,000
estimated construction period
 
1986
estimated useful life
 
40 years
annual depreciation
 
CHF 23,000
residual value
 
CHF 633,313

The non-operating real estate includes land and accumulated development- and construction costs. They are valued at historical cost and not depreciated.

e) Tangible assets

11


Notes to the Consolidated Financial Statements (continued)


Tangible assets are measured at historical cost and depreciated linear over their estimated useful lives.
Leasehold improvements
 
linear depreciation / amortization within
 
15 years
Measuring and production machinery
 
linear depreciation / amortization within
 
10 - 12 years
Tools, production equipment
 
linear depreciation / amortization within
 
3 years
Office furniture
 
linear depreciation / amortization within
 
15 years
Computer equipment, software
 
linear depreciation / amortization within
 
4 years
Vehicles
 
linear depreciation / amortization within
 
5 years

f) Intangible assets

As of December 31, 2011 Concept Group did not have any material intangible assets.

g) Provisions

Provisions are recognized only if Concept Group has a present obligation to a third party as a result of a past event. Further it needs to be probable that an outflow of resources will be required to settle the obligation and the obligation can be reliably estimated.
In February 2011 the Concept Group obtained the final tax invoices for the years 2008 to 2010. The amount due is presented as a current liability in the balance sheet.

h) Provisions for deferred tax

Deferred income taxes are recognized on the differences between the carrying amounts of assets in the Swiss GAAP FER financial statements and the corresponding tax bases. Deferred tax liabilities are generally recognized for all taxable temporary differences and are calculated at the full tax rate (25.0%).

i) Revenue recognition

Net revenues comprise the sales of products. Revenue is recognized if it is probable that the economic benefits will accrue to the Group and the amount can be estimated reliably. Revenue is recognized upon transfer of the risks and rewards of ownership of the goods to the customer.

j) Employee benefits

The Company sponsors a defined benefit pension plan in accordance with the legal requirements of Switzerland. The plan assets are held in legally autonomous trustee-administered funds that are subject to Swiss law and provides benefits in the event of retirement, death or disability. Benefits are based on age, years of service and salary. The plan is financed by contributions by both the employee and the Company. The Company's contributions to the pension plan are charged to the consolidated statement of income in the year to which they relate. As of December 31, 2011, the pension fund reported a coverage rate of 100%. The pension fund is a fully insured solution that provides insurance protection to ensure the plan assets equal the plan obligations.

k) Derivative instruments

Forward exchange contracts and options are used to hedge against some currency risks arising from business operations. Hedge transactions, like the underlying transactions, are shown at market value and changes in the market value are recognized in the statement of income. There were no forward exchange contracts outstanding as of December 31, 2011.

12


Notes to the Consolidated Financial Statements (continued)

Notes to the consolidated statement of income

4. NET SALES

Revenues are generated principally from the industrial market.

The following table represents revenues by geographic region for the year ended December 31, 2011.

Geographic Region
 
Revenue (in CHF)

China
 
15,127,192

US
 
4,868,500

EMEA
 
8,424,227

APAC
 
327,745

Total revenue
 
28,747,664


5. DEPRECIATION

Depreciation is based on the accounting principles disclosed in Note 3e) and were applied consistent to the prior year.

6. FINANCIAL EXPENSES / FINANCIAL INCOME

Financial expenses include bank charges, exchange rate differences on cash accounts and current accounts to shareholder as well as loan interests to shareholder.
Financial income mainly consists of interests payments obtained from the shareholder. Furthermore, the financial income includes interest income on bank accounts and loans from third parties.

7. OTHER EXPENSES / INCOME

The following table represents other expenses / income for the year ended December 31, 2011:

Other expenses / Income Item
Expenses
 
Income
 
(in CHF)
Taxes from previous years (difference to received final tax bills 2008 - 2010)
47,541

 

Jefferies Project Canton
117,400

 

Loss on sale of a vehicle
19,884

 

Inventory impairment due to water damage in Thailand
30,000

 

Miscellaneous items (from previous years)
899

 
73,017

Change in warranty provision

 
53,400

 
215,724

 
126,417


8. TAXES

Tax expenses consist of current taxes computed by applying an effective tax rate of 21.7% on the statutory financial results. Deferred income taxes are recognized on the differences between the carrying amounts of assets as of the Swiss GAAP FER financial statements and the corresponding tax bases by applying a full tax rate of 25.0%.    
 
(in CHF)
Income taxes for the fiscal year
1,864,338
Change in deferred tax provision
(86,538
)
Total Taxes
1,777,800

13


Notes to the Consolidated Financial Statements (continued)

Notes to the consolidated balance sheet

9. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include almost exclusively balances with banks.

10. ACCOUNTS RECEIVABLE

Disclosed by currency as of December 31, 2011:                        
 
 
 December 31,
 
 
2011
Receivables in CHF
CHF
31,228

Receivables in Euro
Euro
466,438

Receivables in USD
$
2,266,290


11. OTHER RECEIVABLES

 
 
At December 31,
Material items:
 
2011 (in CHF)
 
 
 
Federal Tax Authorities
 
 
(VAT-receivable for the 4th quarter 2011)
 
255,067

Employer contribution reserve (Sammelstiftung Swiss Life)
 
 
(at nominal value / limited intended use)
 
337,208

Advanced payment to supplier CCS AG, Lyss
 
1,099,693

Other
 
2,275

Total
 
1,694,243


12. INVENTORIES
            
 
 
At December 31,
 
 
2011 (in CHF)
Raw materials
 
891,830

Work in process
 
4,364,345

Finished goods
 
881,841

Total
 
6,138,016

                
13. PREPAID EXPENSES

Prepaid expenses mainly consist of insurance premiums, tax prepayments and social security prepayments.

14. TANGIBLE ASSETS


14


Notes to the Consolidated Financial Statements (continued)

Tangible assets schedule
 
Leasehold improvements
 
Measuring instruments Machines
Furniture
 
Computer Equipment
 
Vehicles
 
Total
 
 
(in CHF)
At Cost
 
 
 
 
 
 
 
 
 
 
Opening balance January 1, 2011
 
245,470

 
1,485,004

 
1,578,416

 
1,096,631

 
4,405,521

Additions
 
13,647

 
312,521

 
50,458

 
76,432

 
453,058

Disposals
 

 

 

 
(68,773
)
 
(68,773
)
Closing balance December 31, 2011
 
259,117

 
1,797,525

 
1,628,874

 
1,104,290

 
4,789,806

Accumulated Depreciation
 


 


 


 


 


Opening balance January 1, 2011
 
(127,791
)
 
(539,092
)
 
(1,262,997
)
 
(949,307
)
 
(2,879,187
)
Disposals
 

 

 

 
68,773

 
68,773

Depreciation
 
(16,820
)
 
(143,565
)
 
(125,375
)
 
(71,277
)
 
(357,037
)
Closing balance December 31, 2011
 
(144,611
)
 
(682,657
)
 
(1,388,372
)
 
(951,811
)
 
(3,167,451
)
Net Book Value
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2011
 
114,506

 
1,114,868

 
240,502

 
152,479

 
1,622,355


For detailed disclosure of current year investments refer to Note 25.

Real estate schedule
 
Real estate - operating
Renferstr.15
 
Construction in Progress
 
Land
 
Total
 
 
(in CHF)
At Cost
 
 
 
 
 
 
 
 
Opening balance January 1, 2011
 
920,000

 
408,356

 
2,230,173

 
3,558,529

Additions
 

 
542,463

 
617

 
543,080

Disposals
 

 

 

 

Closing balance December 31, 2011
 
920,000

 
950,819

 
2,230,790

 
4,101,609

Accumulated Depreciation
 
 
 
 
 
 
 
 
Opening balance January 1, 2011
 
(263,687
)
 

 

 
(263,687
)
Disposals
 

 

 

 

Depreciation
 
(23,000
)
 

 

 
(23,000
)
Closing balance December 31, 2011
 
(286,687
)
 

 

 
(286,687
)
Net Book Value
 
 
 
 
 
 
 
 
Closing balance December 31, 2011
 
633,313

 
950,819

 
2,230,790

 
3,814,922

    
 
 
December 31, 2011
Fire insurance values
 
(in CHF)
Real estate (without construction insurance)
 
1,552,000

Tangible assets, inventories, electronic equipment
 
7,550,000


15. ACCRUED EXPENSES 

Accrued liabilities mainly consist of social insurances and outstanding consulting fee invoices.

16. LONG-TERM PROVISIONS

15


Notes to the Consolidated Financial Statements (continued)

    
 
Long-Term Provisions as of December 31, 2011 (in CHF)
 
 
 
Other Liabilities
 
Income Tax 2011
 
Total
Opening balance at January 1, 2011
100,000

 

 
100,000

Additions

 
963,844

 
963,844

Reduction
(39,300
)
 

 
(39,300
)
Fulfilled during year 2011
(14,100
)
 

 
(14,100
)
Closing balance December 31, 2011
46,600

 
963,844

 
1,010,444


17. STOCKHOLDERS' EQUITY

Share capital

The share capital at December 31, 2011 amounts to CHF 100,000 and consists of 1,000 transferable shares with a par value of CHF 100 per share.

Legal reserves

The statutory or legal reserves which may not be distributed amount to CHF 100,000 at December 31, 2011.

Dividends

In September 2011, a cash dividend was declared in the amount of CHF 3.3 million, and was paid in 2011.

Retained earnings

Retained earnings consist of net income from prior years not yet distributed.


18. RELATED PARTY TRANSACTIONS

The Company's current related party accounts as of December 31, 2011.
 
 
As of December 31, 2011
Transaction
 
(in CHF)
Current account due from shareholder
 
1,946,021

Total current account shareholder
 
1,946,021

Loan to M. Hornkamp
 
69,587

Loan to EJ-Premium Cars
 
101,775

Total loan to third parties
 
171,362

Receivable Smart Building Systems AG
 
17,665

Total amount due from related parties
 
2,135,048


19. DERIVATIVE FINANCIAL INSTRUMENTS

During the year ended December 31, 2011, the Company recorded losses of approximately CHF 327,000 related to forward contracts. The Company did not hold any derivative financial instruments at December 31, 2011.


20. OFF-BALANCE SHEET LEASE COMMITMENTS


16


Notes to the Consolidated Financial Statements (continued)

Off-balance sheet lease commitments, payable
 
As of December 31, 2011 (in CHF)
not later than 1 year
 
124,980

later than 1 year but not later than 2 years
 
86,233

later than 2 years but not later than 3 years
 
9,677

later than 3 years
 

Total off-balance sheet lease commitments
 
220,890


The future lease payments are mainly related to non-cancellable operating leases for automobiles. The leases have varying terms and renewal rights.

21. FURTHER NOTES

The following table includes additional financial statement information at December 31, 2011 (in CHF).

 
 
As of December 31, 2011 (in CHF)
Contingent liabilities
 
 
Retention bonus in favor of employees
 
963,000

Assets pledged as security for liabilities
 

Liability toward pension fund
 

Risk assessment by the Board of Directors
 
 
The Board of Directors has analyzed and assessed the risk of the Group and - where necessary - initiated the appropriate measures.
 
 

22. RECONCILIATION OF SWISS GAAP FER TO UNITED STATES GAAP

The Concept Group has prepared these consolidated financial statements according to Swiss GAAP FER. The following tables are a reconciliation of differences relating to the statement of income and total shareholders' equity reported according to Swiss GAAP FER and United States GAAP. There were no significant differences in the cash flow statement presentation reported according to Swiss GAAP FER versus United States GAAP.

Reconciliation of consolidated statement of income
 
 
 
 
Year Ended December 31, 2011 (in CHF)
Swiss GAAP FER - Net income
 
7,492,178

Incremental pension related expense
 
(30,627
)
Tax effect of above adjustments
 
7,657

U.S. GAAP - Net (loss) earnings
 
7,469,208



17


Notes to the Consolidated Financial Statements (continued)

Reconciliation of total shareholders' equity
 
 
 
 
Year Ended December 31, 2011 (in CHF)
Swiss GAAP FER
 
19,235,253

Adjustments:
 
 
Unfunded pension obligation
 
(769,299
)
Tax effect of unfunded pension obligation
 
192,325

U.S. GAAP
 
18,658,279


23. SUBSEQUENT EVENTS    

On March 30, 2012, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Power Integrations, Inc., a Delaware corporation, through its subsidiaries Power Integrations Netherlands B.V., a Dutch company, and Power Integrations Ltd, a Cayman Islands company, to sell all of the outstanding shares of its Swiss parent companies Concept Beteiligungen AG and CT-Concept Holding AG (the “Acquisition”) for approximately 105 million Swiss Francs, or about $116 million US net of assumed cash (the “Purchase Price”). The Acquisition was closed on May 1, 2012. The Purchase Price is subject to a net asset value adjustment following the closing of the acquisition subject to certain caps described in the Purchase Agreement.

24. DEPARTURE FROM SWISS GAAP FER

In connection with the Company's acquisition by Power Integrations, Inc. (the “acquirer” - see Note 23), the Company was required by the acquirer to prepare consolidated financial statements for the year ended December 31, 2011 to meet the acquirer's statutory filing requirements.  Comparable 2010 consolidated financial statements were not required by the acquirer and, accordingly, have not been prepared.  The presentation of comparable prior year financial statements is a requirement under Swiss GAAP FER and, therefore, this represents a departure from those requirements.

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Notes to the Consolidated Financial Statements (continued)


25. INVESTMENTS IN TANGIBLE ASSETS

The table below includes material investments in the year ended December 31, 2011.

 
 
 
 
Year Ended December 31, 2011
Investment
 
 
 
(in CHF)
Semiconductor system FINN
 
Konrad GmbH
 
156,000

Vehicle Shenzen representative office
 
China
 
31,525

BMW 330d
 
EJ Premium Cars GmbH
 
44,908

Non-operating real estate (development and construction cost)
 
Miscellaneous
 
543,079


Notes to the consolidated statement of cash flow    

The consolidated statements of cash flow show the changes in cash and cash equivalents. The statements of cash flow for the year ended December 31, 2011 shows a negative cash flow of CHF 1,190,394.
The cash flow from operating activities shows that CHF 6,426,005 have been generated, whereas CHF 2,680,245 are committed in current assets (primarily receivables and inventories).
The cash flow from investing activities shows investments of CHF 994,374 in assets and non-operating properties during the financial year.
The cash flow from financing activities shows that CHF 3,941,780 have been distributed as dividends and loan increases to the shareholders.


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