ANNUAL REPORT 2018
Notes to the Financial Statements of feintool international holding ag
as at December 31, 2018
Feintool International Holding AG has its headquarters in Lyss, Switzerland. The 2018 financial statements were prepared in accordance with the provisions of Swiss accounting law (Art. 32 of the Swiss Code of Obligations). The main applied valuation principles that are not required by law are described in the following.
Treasury shares are recognized at the time of acquisition at cost as a minus line item in equity. In the event of resale, the profit or loss is taken to equity and reported under free retained earnings.
Capital participation plans
Treasury shares are used for share-based payments to the Board of Directors and employees. They are recognized at a fixed price in the regulations for the issue and transferred to the entitled beneficiary. The corresponding expense including social security contributions is reported in personnel expenses.
Omission of cash flow statement and additional information in the Notes to the Financial Statements
Feintool International Holding AG prepares its consolidated financial statements in accordance with a recognized standard for accounting (IFRS) and consequently omits additional disclosures in the Notes to the Financial Statements and a report on the cash flow statement in these financial statements as set forth in the statutory provisions.
1 Trade and other receivables
1) Interest bearing receivable related to zero balance cash pools
2 prepaid expenses and accrued income
3 property, plant and equipment
4 intangible assets
5 financial assets
1) The increase is due in particular to loan increases to companies in Germany, China and the Czech Republic.
1) Feintool Automotive System Parts (Tianjin) Co. Ltd. carried out a capital increase in the amount of EUR 12 million in the financial year.
2) Retroactively as of January 1, 2018, Feintool Equipment AG and Feintool System Parts Lyss AG merged.
3) Feintool Holding GmbH holds a 60 % stake in Feintool System Parts Ohrdruf GmbH. The remaining 40 % is held by Feintool International Holding AG.
4) On July 31, 2018, Feintool Holding GmbH, Bayreuth, Germany, acquired 100 % of the shares of the German company Stanzwerk Jessen GmbH with its subsidiaries Jela GmbH, SLTJ GmbH and Stanz- und Lasertechnik Jessen GmbH. SLTJ GmbH merged after that with Stanz- und Lasertechnik GmbH. The name of Stanz- und Lasertechnik Jessen GmbH was then changed to Feintool System Parts Jessen GmbH.
5) The dissolution of Feintool (Chongquing) Technology Co. Ltd. was applied for on January 1, 2015.
7 Current interest-bearing liabilities
1) On June 13, 2017, Feintool signed a syndicated loan with six banks amounting to CHF 90 million with an option to increase by another CHF 60 million. On May 17, 2018, this contract was extended and will now run until June 13, 2023. On December 31, 2018, CHF 34.1 million of the syndicated loan was used by Feintool International Holding AG (previous year CHF 8.2 million). Any drawdowns by subsidiaries are guaranteed by Feintool International Holding AG up to a maximum amount of CHF 99 million.
2) Interest bearing liabilities related to zero balance cash pools.
8 trade and other current payables
9 accrued expenses and deferred income
10 non-current Provisions
Non-current provisions include provisions for insurance payments in the amount of kCHF 383 (previous year kCHF 370) and provisions for anniversary benefits of kCHF 126 (previous year kCHF 147).
11 share capital
On September 20, 2018, 451 871 new shares, each with a nominal value of CHF 10, were issued as part of the capital increase.
11.2 General legal reserves from capital contributions
The statutory reserves from capital contributions include the premium from capital increases, less the previous dividend distributions. The distribution from reserves from capital contributions is treated in the same way as the repayment of capital for tax purposes. The Swiss Federal Tax Administration (FTA) has confirmed that the reported reserve from capital contributions is recognized as a capital contribution pursuant to Art. 5 (1bis) Swiss Withholding Tax Act. The premium from the share capital increase in 2018 amounting to kCHF 45 479 net has not yet been approved by the FTA.
12 Conditional capital – employee stock option plan
The disclosure of the conditional capital is represented in Note 27.3 on page 73 of the Notes to the Financial Statements.
13 AUTHORIZED SHARE CAPITAL
The disclosure of authorized share capital is reported in the Notes to the consolidated financial statements under Note 27.4 on page 74.
14 treasury shares
The disclosure of the treasury shares is represented in Note 27.5 on page 74 of the Notes to the Financial Statements.
15 operating income
16 financial income
17 reversal of valuation allowance on investments
18 personnel expenses
Feintool International Holding AG employed 34 staff at the end of the year (previous year 40; calculated in Full Time Equivalents).
19 other operating expenses
20 financial expenses
1) Besides bank charges, other financial expenses include lead syndication commissions (annual amortization of establishing cost for the syndicated loan), valuation expenses from swap transactions and market making costs.
21 Contingent liabilities in favor of third parties
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.
22 Major shareholders
The disclosure of the major shareholders is represented in Note 34 on page 83 of the Notes to the Financial Statements.
23 SHAREHOLDINGS OF GROUP MANAGEMENT AND THE BOARD OF DIRECTORS INCLUDING RELATED PARTIES
1) Held directly and indirectly; the 5 000 shares with a value of CHF 373 000 as remuneration for the 2018 financial year were assigned on January 3, 2019.
2) Dr. Rolf-Dieter Kempis and Dr. Thomas Muhr, previously members of the Board of Directors, waived further candidacy for this committee on April 24, 2018.
3) The General Meeting on April 24, 2018, elected Norbert Indlekofer to the Board of Directors.
24 Liabilities to employee benefit plans
There was no liability to the pension fund as of December 31, 2018 (previous year kCHF 0).
25 Unrecognized lease liabilities
As at December 31, 2018, there were unrecognized lease liabilities of kCHF 213 (previous year kCHF 2 194).
26 Events after the balance sheet date
There were no significant events after the balance sheet date.
27 PROPOSAL by THE BOARD OF DIRECTORS
The Board of Directors will propose to the Annual General Meeting that a dividend of CHF 2.00 per registered share be paid (previous year CHF 2.00 per share) from the capital reserves in respect of the 2018 financial year. This corresponds to a maximum total dividend distribution of kCHF 9 830 (previous year kCHF 8 926). The amount of the dividend distribution depends on the amount of the dividend-eligible shares at the time of the distribution. No dividends will be distributed on treasury shares.