
Notes to the half-year report
as at 30 June 2017
General principles
This unaudited, consolidated half-yearly financial statement of the Feintool Group is based on the individual financial statements of the Group companies as of June 30, 2017, which were prepared in accordance with uniform accounting policies, and released for publication by the Board of Directors on August 28, 2017.
The consolidated half-yearly financial statement was produced according to the same valuation policies as the Annual Financial Statement as of December 31, 2016, and meets the International Financial Reporting Standards (IFRS) in compliance with IAS 34 Interim Financial Reporting as well as the requirements of the SIX Swiss Exchange. This half-yearly report does not include all the information and disclosures that are disclosed in the annual report of the Feintool Group as of December 31, 2016, and for that reason should be read in conjunction with it.
The consolidated half-yearly financial statement is shown in Swiss francs (CHF), rounded to the nearest thousand. It is produced in German and English. The half-yearly financial statement in German is the authoritative version.
CHANGES TO THE ACCOUNTING PRINCIPLES
With the exception of newly issued or revised Standards and Interpretations, which are applicable or have been modified in the reporting year, essentially the same accounting policies were applied as in the previous year.
On 1 January 2017, Feintool introduced the following new Standards and Interpretations:
Feintool is either unaffected by these changes, or the changes have no material effect on its financial position, results of operations or cash flows.
FUTURE CHANGES TO ACCOUNTING PRINCIPLES
Feintool constantly examines the effects of newly published accounting principles on the Group's financial position, results of operations or cash flows.
The effects of this standard were analyzed extensively. Today, Feintool assumes that the new Standard will only have an insignificant impact on the Group’s financial position, results of operations and cash flows. Individual – relatively rarely occurring – business transactions may cause an increase in the volatility of business results, however. There were no such business transactions in the year under review as well as in the financial year 2016. Today, Feintool assumes that the preceding period will be adjusted accordingly when the standard is introduced.
Feintool anticipates that this new Standard will have significant impacts on the Group’s financial position, results of operations and cash flows. In particular, the new standard will lead to an increase of the financial liabilities as well as total assets. The new rule is currently being analyzed and preparations made for its implementation. At the current point in time, however, it is not possible to gauge their impact definitively.
Feintool is assessing the impacts of the revised Standards and Interpretations. Based on its initial findings, Feintool does not foresee any significant impacts on its financial position, results of operations or cash flows.
Discretionary decisions AND ASSUMPTIONS
The preparation of the consolidated half-yearly financial statements requires that the management makes assessments and assumptions which influence the amounts of assets and liabilities, the statement of contingent receivables and liabilities, as well as income and expenditure. Areas in which estimates have a significant influence on the carrying amount include the calculation of provisions, the economic useful life of the fixed assets, the assumptions of the 'value in use' calculation for goodwill, the expected future cash flow from capitalized development costs, the valuation of long-term construction contracts, the assessment of expected and deferred taxes, and the actuarial assumptions in the calculation of pension obligations. These estimates may differ from the actual results and hence have a significant impact on the Group's financial position, results of operations or cash flows.
Management and Board of Directors believe that
CONTINGENT LIABILITIES / PURCHASE COMMITMENTS
The contingent liabilities arising from received funding, which has certain conditions attached, amount to CHF 3.9 million (previous year CHF 3.2 million).
Feintool has granted standard guarantees in connection with the sale of companies from the discontinued Automation segment. Management and Board of Directors anticipate no significant obligations for Feintool arising from these guarantees.
The Feintool Group has undertaken to purchase property, plant ant equipment amounting to CHF 23.3 million (previous year CHF 21.3 million).
BASIS OF CONSOLIDATION
The consolidated half-yearly financial statements encompass the half yearly financial statement of Feintool International Holding AG, Lyss (Switzerland), in addition to the half-yearly financial statements of all Group companies in which Feintool International Holding AG directly or indirectly owns more than 50 % of the voting rights or which it controls in any other way. A list of all the subsidiaries is contained in the Annual Financial Report of December 31, 2016, page 86.
The company Feintool Intellectual Property AG, Lyss was placed in liquidation on March 21, 2016, and removed from the commercial register on May 10, 2017.
n April 13, 2017, Feintool International Holding AG, Lyss, acquired Schuler (Tianjin) Metal Forming Technology Center Co., Ltd. in Tianjin (China). The name of the company was then changed to Feintool Automotive System Parts (Tianjin) Co., Ltd.
On October 12, 2016, Feintool International Holding AG, Lyss founded the subsidiary Feintool System Parts Most s.r.o. in the Czech Republic. It is part of the Feintool System Parts segment and its purpose is the production and sale of fineblanked and formed parts.
Retroactive as of January 1, 2016, HL Immobilien AG, Lyss, merged with Feintool System Parts Lyss AG.
FINANCIAL COVENANTS
On June 13, 2017, Feintool signed a CHF 90 million syndicated loan agreement in cash loans with six banks for a period of five years (up to June 2022) and has an option for renewal of one year. The syndicated loan defines a number of covenants, the principal one being:
As of June, 30 2017, CHF 10.9 million of the syndicated loan had been used.
On July 15, 2016, a promissory note was issued in the amount of EUR 65 million. The issuer, with a guarantee from Feintool International Holding AG, is Feintool Holding GmbH based in Germany. The loan is divided into three tranches with different maturities.
Standard covenants are defined in the loan agreement. The only material covenant to be complied with is:
Credit agreements concluded on a bilateral basis with various banks also contain standard covenants. If the Group were unable to meet these covenants, the banks would have the right to terminate the loans at short notice.
As at June 30, 2017, all covenants had been met and Feintool has CHF 79.1 million (previous year CHF 73.5 million) in unused, confirmed creditlines at the bank.
Seasonality
The business segments of Feintool are subject to no significant seasonal fluctuations. The earnings arising from the long-term construction contracts are distributed over the period in question by means of the POC (percentage of completion) method.
The Feintool Group used the following exchange rates in the half-years:
Segment information
The following footnotes are applicable to the 2017 and 2016 half-year periods.
1) The gross margin is calculated as net sales less material cost, the change in finished and semi-finished goods and work in progress, and direct personnel expenses.
2) Net working capital comprises trade receivables, inventories, net assets of construction contracts/work in progress and prepaid expenses and accrued income less trade payables, advance payments received from customers and accrued expenses and deferred income. The remaining receivables and liabilities will be included in the calculation for “Finances/Other” beginning in the second half of 2017. The calculation from the previous year was adjusted accordingly.
3) Net sales are allocated to countries based on the customer's domicile.
The Fineblanking Technology segment comprises the development, manufacture and sale of presses, tools, peripheral systems and all related services.
The System Parts segment develops, produces and sells high-precision system components and assemblies using fineblanking and forming technology.
The following notes are applicable to the 2017 and 2016 half-year periods.
"Finances/Other" essentially comprises the figures for Feintool International Holding AG, the German sub-holding company Feintool Holding GmbH and the real estate companies included in the sub-holding company HL Holding AG.
The operating profit/loss comprises all operating income and expenses directly attributable to the individual segments. This includes all cross-segment expenses, which are charged directly on an arm’s length basis. Feintool's financing is undertaken at Group level. Financial expenses and income, as well as taxes, are therefore reported at Group level only and do not appear in the segment reports.
There is no reconciliation of the data in management reports and data contained in the financial reports, as internal and external reporting are subject to the same valuation principles.
aquisition of Investments
On April 13, 2017, Feintool International Holding AG, Lyss, acquired Schuler (Tianjin) Metal Forming Technology Center Co., Ltd. in Tianjin (China). The name of the company was then changed to Feintool Automotive System Parts (Tianjin) Co., Ltd.
With the purchase of the Chinese forming plant, Feintool can now offer sophisticated forming applications in all of the important automotive markets and thus continue to expand its market position. The forming business was founded in Tianjin in 2014, employed 52 people at the time of acquisition and has a modern infrastructure that is currently being expanded.
In its first three months under the Feintool Group, Feintool Automotive System Parts (Tianjin) Co., Ltd. generated sales of CHF 1.5 million and an operating profit (EBIT) of CHF -0.5 million. Had the acquisition taken place on January 1, 2017, the consolidated sales of the Feintool Group would have totaled CHF 297.8 million and the operating result (EBIT) CHF 22.3 million. As Schuler (Tianjin) Metal Forming Technology Center Co. Ltd. did not apply IFRS accounting prior to the date of acquisition, these figures are estimates.
1) In intangible assets is mainly the value of customer contracts and relationships, as well as land-use-rights contained.
1) Goodwill at historical rates on the acquisition date. Goodwill represents the figure that the Feintool Group would have had to pay in order to independently set up a profit-making operation for the production of chipless-formed parts on a "greenfield" basis. The acquisiton is intended to significantly advance the Feintool Group's forming capabilities, a process closely related to fineblanking, as well as boost the company's geographical market development in Asia. The costs incurred by the Feintool Group for the acquisition of Schuler (Tianjin) Metal Forming Technology Center Co. Ltd. amounted to around CHF 0.4 million. In particular, this includes the fees of external lawyers and advisers. The costs were recognized in other operating expenses.
financial result and and derivative financial instruments
1) Besides bank charges, other financial expenses include lead syndication commissions, promissory note costs (annual amortization of establishing cost for the syndicated loan and the promissory note) and interest expenses for the provision from employee benefit obligations.
1) Other financial income comprises valuation income from derivative transactions.
Fair value hierarchy
Feintool has measured financial instruments at fair value and uses the following hierarchy to determine fair value:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Feintool holds only financial instruments in Level 2. These include currency forwards and interest rate swaps. Detailed information is disclosed in part "Derivative financial instruments outstanding".
Currency instruments primarily relate to the hedging of foreign-currency risks in euros. The life of the foreign exchange futures is a few months.
Fair Values
The carrying amounts of the financial assets and liabilities do not differ materially from their fair values.
equity
1) According to the decision of the Annual General Meeting of April 19, 2016, the Board of Directors is authorized to create capital up to a maximum amount of CHF 6 Mio. as required through the issue of up to 600 000 new shares, each having a nominal value of CHF 10. The new shares are to be paid up in full. The Board of Directors is authorized to restrict or exclude subscription rights under certain circumstances. The new shares can be issued in one or more stages. The approval is limited to a period of two years. The authorized capital will expire on April 19, 2018.
1) Held by a subsidiary of Muhr und Bender KG and Dr. Thomas Muhr Beteiligungs AG.
dividend
On the occasion of the Annual General Meeting of Feintool International Holding AG on April 25, 2017, the shareholders approved the distribution of a dividend of CHF 2.00 (previous year CHF 1.50) per share for financial year 2016. This led to a dividend payout of kCHF 8 923 (previous year: kCHF 6 686).
Events after the balance sheet date
There were no significant events after the balance sheet date.
addresses of our operating companies
as at 30 June 2017