Annual Report
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ANNUAL REPORT Gigaset Annual Report 2011 ! TABLE OF CONTENTS Executive Board interview 6 Dialog with resellers and customers 12 The Capital Market and the Gigaset Share 24 Corporate Governance 28 Report of the Supervisory Board 34 Combined Management Report 38 Consolidated Financial Statements of Gigaset AG 88 - Consolidated Income Statement 90 - Statement of Comprehensive Income 92 - Consolidated Statement of Financial Position 94 - Consolidated Statement of Changes in Equity 96 - Consolidated Cash Flow Statement 98 - Notes to the Consolidated Financial Statements 100 A. General Information and Presentation of the Consolidated Financial Statements 100 B. Summary of Principal Accounting and Valuation Methods 112 C. Notes on Financial Instruments 130 D. Notes to the Income Statement 147 E. Notes to the Balance Sheet 159 F. Other Information 191 Report of the Executive Board 220 Auditor‘s Report 221 Financial Calender 222 Imprint 223 List of Shareholdings 224 4 Gigaset Annual Report 2011 GIGASET AG 2011 ANNUAL REPORT Milestones in 2011 January zzGigaset AG sells its interest in Carl Froh to the management February zz100% of the shares of SM Electronic GmbH are taken over zzThe Company‘s new name, Gigaset AG, is recorded in the commercial register zzGigaset AG sells its interest in Oxxinova March zzDr. Alexander Blum is appointed to the Executive Board as CFO zzGigaset enters the enterprise customer market with telephone systems from the Gigaset pro series. zzInclusion of Gigaset AG in the TecDAX April zzWorld‘s first in fixed-line telephony. Gigaset launches handsfree clip for complete freedom of movement. June zzThe annual shareholders’ meeting of Gigaset AG elects Rudi Lamprecht and Susanne Klöß as two new members of the Supervisory Board zzRudi Lamprecht is voted Chairman of the Supervisory Board zzProf. Dr. Michael Judis is voted Vice Chairman of the Supervisory Board zzGigaset AG sells the confectionery manufacturer van Netten zzThe convertible bond issued in November 2010 is converted on June 30, 2011. August zzGigaset presents first full touch display phone for the home November zzGigaset AG‘s Supervisory Board appoints Charles Fränkl effective January 1, 2012, as the new Chairman of the Executive Board. MILESTONES & KEY FIGURES 5 Multi-Year Overview EURm 2007 2008 2009 2010 2011 Consolidated revenues 2,102.3 5,505.0 3,492.0 1,009.5 520.6 Earnings before interest, taxes, 202.7 111.5 17.7 0.0 50.9 depreciation and amortization (EBITDA) Earnings before interest and taxes 140.5 -115.5 -139.8 -86.8 22.0 (EBIT) Consolidated net income/net loss for 114.7 -145.7 -153.0 -100.6 17.5 the financial year Free cash flow -24.8 180.9 -68.9 -41.6 22.5 Earnings per share (diluted) in EUR 4.43 -5.09 -5.51 -3.35 -0.35 Earnings per share in continuing 2.43 -5.34 -2.35 -0.25 -0.41 operations Total assets 1,834.1 1,719.0 658.0 345.6 311.4 Consolidated equity 401.0 266.4 121.5 35.0 76.2 Equity ratio (in %) 21.9 15.5 18.5 10.1 24.5 Employees 12,319 13,455 5,049 2,333 1,875 6 Gigaset Annual Report 2011 x Dr. Alexander Blum Maik Brockmann Charles Fränkl (l. to r.) EXECUTIVE BOARD INTERVIEW 7 „ GIGASET AG EXECUTIVE BOARD INTERVIEW ? Mr. Fränkl, you took over as CEO of Gigaset AG on cratic superstructure. You could almost say that the subsidiary January 1, 2012. What appealed to you most about has taken over the parent. the position at Gigaset? Fränkl: I have long been aware of Gigaset as a strong brand and The second important factor is and will remain transparent an innovative company. A Gigaset unit has stood in my home for capital market communications. We have revamped the Investor many years now and I was a loyal customer long before the op- Relations department and invested a lot of time in communicat- portunity arose to take over the reins here. For me, it is essential ing with investors. It is important for us to reinforce confidence in to be convinced by a company and its products if I’m going to Gigaset on the capital market. Last year, for instance, several pres- accept such a responsible task. Gigaset has convinced me like tigious banks produced analyst reports about the Gigaset share this from the product side and also appeals to me greatly from and we are now increasingly being seen as a desirable stock. the strategic viewpoint because it has outstanding development Intensive dialogs with investors at roadshows and capital market prospects. conferences helped the realignment of our business model to be understood on the capital market and appraised accordingly. I come from the wireless industry and have been dealing with The confidence of the capital market and our investors is a major standardized wireless interfaces like DECT for some time now. asset for us. These represent very good product platforms for innovation. I see plenty of strategic opportunities to develop the DECT concept ? Mr. Brockmann, you assumed responsibility for plus the excellent Gigaset brand into promising new lines of busi- Gigaset’s global sales activities at the start of the year. ness. How do you view the market and the competition? Brockmann: The sovereign debt crisis is depressing every market ? Dr. Blum, you have been CFO of Gigaset AG since and weakening purchasing power in numerous countries. the spring of 2011. What have been your main areas Nonetheless, we can point to stable market shares. We have a of activity to date? strong setup as market leader in Europe and one of the top three Blum: We have adapted our structures to consistently reflect companies in this industry worldwide. the needs of the “new” Gigaset AG. This was the most important task not just for implementing the new business model with Our USP is quite simple: we are a technically highly innovative a focus on telecommunications on paper but also for living company with first class products.T his is a very good fit with the it together with the workforce. One simple but illuminating global trend for consumers to increasingly buy high-end and pre- example: the employees of Gigaset Communications GmbH mium products. We have been able to ride this trend wonderfully now help to cover any and all topics involving the umbrella with the Gigaset brand and our products “Made in Germany” that company Gigaset AG. We are now a company without a bureau- impress with their design and their quality. 8 Gigaset Annual Report 2011 ? Apart from this, what were the main focal points and key gleaned by implementing a new pay settlement and centralizing events in the past fiscal year? administrative functions from the local companies abroad, for Brockmann: I have already mentioned the sovereign debt crisis instance. and declining purchasing power in numerous countries. The will- ingness of customers to buy DECT telephony products has fallen The impact of the measures we’ve taken and the ensuing results markedly in the affected regions. Demand in southern Europe last year demonstrate that our new business model is both viable has declined by up to 25 percent in some cases. We have been and profitable.T he decision in favor of the new business model able to defend our strong position in these regions, albeit at the championed by the Chairman of the Supervisory Board at that cost of plenty of energy and naturally also sales. time, Dr. Dr. Peter Löw, was correct. Blum: What is pleasing, though, is that we succeeded in regaining ? Mr. Fränkl, what are going to be most important topics the confidence of banks last year despite this difficult macro-eco- for you looking ahead? nomic environment. Right at the start of the new year, we man- Fränkl: Looking ahead, I can see two major topics. First, there is aged to conclude a syndicated loan with a volume of 35 million Voice over IP, or VoIP, also known as internet telephony. This is a euros. This gives the Gigaset Group the flexibility it needs to act. highly promising technology for the business customer market, where Gigaset has already taken the first steps with its “pro” line. ? How did you succeed in boosting profitability so sharply I’m certain that we can systematically advance this segment last year? with innovations and new products. But there is also a large Blum: We greatly reduced our administrative expenses by cutting private market emerging here: the displacement of classical costs for external consultants such as lawyers. Employees of telephony by internet telephony in highly developed markets Gigaset Communications have assumed many tasks, enabling and countries. This offers us a big new growth field in our exist- us to tap significant synergies and hence realize further savings ing Cordless Voice and Gigaset pro segments. We will invest throughout the CFO organization. This also holds true for Gigaset systematically in this. Communications itself, where additional savings have been I would use the umbrella term “home networks” to summarize the second major topic. This is an area where we can deploy our wire- less technology in order to provide an internet-based platform for automating various functions around the home and creating a number of convenient applications. Gigaset has a key advan- tage in this field: the fixed-line telephone is the only household device that is always switched on, even when no one is home. This makes it ideal for things like security functions that need to x be constantly active. We see highly lucrative opportunities for growth in both these fields.T o exploit this will of course demand the kind of ability to innovate that we can bring to bear on the basis of our thor- ough technical competence.