ANNUAL REPORT 2021

Notes to the Financial Statements of feintool international holding ag

as at December 31, 2021

Principle

General

Feintool International Holding AG has its headquarters in Lyss, Switzerland. The 2021 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

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 booked in the income statement and not directly into equity. In the prior year such a difference was 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.

Leases

In accordance with the principle of substance over form, all of the company’s leases and rental agreements with third parties are recognized on the balance sheet from, with the exception of short-term contracts (12 months or less) and low-value assets. The right-of-use asset is capitalized on the balance sheet. Afterwards, the right-of-use asset is amortized on a straight-line basis from the date of commencement to the end of the lease term unless ownership of the underlying asset is transferred to the company at the end of the lease term or the cost of the lease reflects the fact that the company will exercise a purchase option. In this case, the right-of-use asset is amortized over its useful economic life, which is determined in accordance with the rules for property, plant, and equipment. Upon initial recognition, the right-of-use asset is measured at the present value of the lease liability upon commencement of the lease term. The lease liability corresponds to the present value of future lease payments discounted at an average interest rate of 1.7 % and reduced by the amortization payments.

Short-term leases (<1 year) and low-value leases continue to be recognized under other operating expenses in each accounting period in which resulting expenses are incurred.

Intercompany rental and lease agreements continue to be recognized as rental and lease expenses in each accounting period in which resulting expenses are incurred. This means that the right-of-use asset leased under such contracts is not capitalized, nor is a lease liability recognized. A total of kCHF 147 is recognized as an expense from such contracts in the income statement for 2021 (previous year kCHF 147).

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

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Accounts receivable – intercompany

5 415

3 305

Other receivable – third parties

729

672

Interest bearing receivable – intercompany 1)

3 851

Total trade and other receivables

6 144

7 828

1) Interest bearing receivable related to zero balance cash pools

2 prepaid expenses and accrued income

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Prepaid expenses – third parties

1 280

1 632

Prepaid expenses – intercompany

17

10

Total prepaid expenses and accrued income

1 297

1 641

3 property, plant and equipment

3.1 Own property, plant and equipment

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Furniture and fixtures

4

Other fixed assets

4

Total property, plant and equipment

8

3.2 Property, plant and equipment in lease

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Right of use on buildings

548

258

Other Right of use assets

131

23

Total right of use assets

679

281

4 intangible assets

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Cost for research and development

2 195

1 949

Software

119

28

Total intangible assets

2 314

1 977

5 financial assets

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Financial assets – intercompany

148 068

148 976

Total financial assets

148 068

148 976

6 investments

Company

Locations, country

Capital

Proportion of capital and voting rights as of December 31, 2021

Proportion of capital and voting rights as of December 31, 2020

Consoli dation method

Feintool International Holding AG

Lyss, CH

CHF

49 148 420

100 %

100 %

Full

Feintool Automotive System Parts (Tianjin) Co. Ltd. 1)

Tianjin, CN

EUR

26 350 000

100 %

100 %

Full

Feintool Engineering Co. Ltd.

Atsugi, J

JPY

400 000 000

100 %

100 %

Full

Feintool Fineblanking Technology (Shanghai) Co., Ltd.

Shanghai, CN

USD

2 500 000

100 %

100 %

Full

Feintool Holding GmbH

Bayreuth, GER

EUR

818 000

100 %

100 %

Full

Feintool System Parts Ettlingen GmbH

Ettlingen, GER

EUR

766 937

100 %

100 %

Full

Feintool System Parts Jena GmbH

Jena, GER

EUR

3 068 000

100 %

100 %

Full

Feintool System Parts Obertshausen GmbH

Obertshausen, GER

EUR

1 000 000

100 %

100 %

Full

Feintool System Parts Oelsnitz GmbH

Oelsnitz, GER

EUR

550 000

100 %

100 %

Full

Feintool System Parts Ohrdruf GmbH 2)

Ohrdruf, GER

EUR

2 556 000

100 %

100 %

Full

Stanzwerk Jessen GmbH

Frankfurt, GER

EUR

3 000 000

100 %

100 %

Full

Feintool System Parts Jessen GmbH

Jessen, GER

EUR

1 000 000

100 %

100 %

Full

Jela Immobilien GmbH

München, GER

EUR

25 000

100 %

100 %

Full

Feintool Japan Co. Ltd

Atsugi, J

JPY

225 000 000

100 %

100 %

Full

Feintool Precision System Parts (Taicang) Co. Ltd.

Taicang, CN

USD

20 800 000

100 %

100 %

Full

Feintool System Parts Lyss AG

Lyss, CH

CHF

3 100 000

100 %

100 %

Full

Feintool System Parts Most s.r.o.

Most, CZ

CZK

100 000 000

100 %

100 %

Full

Feintool Technologie AG

Lyss, CH

CHF

2 000 000

100 %

100 %

Full

Feintool U.S. Operations, Inc.

Cincinnati, USA

USD

6

100 %

100 %

Full

Feintool Cincinnati, Inc.

Cincinnati, USA

USD

500

100 %

100 %

Full

Feintool Equipment Corp.

Cincinnati, USA

USD

100

100 %

100 %

Full

Feintool New York, Inc.

White Plains, USA

USD

1 000

100 %

100 %

Full

One Holland Ave. Development LLC

Cincinnati, USA

USD

100 %

100 %

Full

Feintool Tennessee, Inc.

Nashville, USA

USD

100 %

100 %

Full

HL Holding AG 3)

Lyss, CH

CHF

100 000

n/a

100 %

Full

1) Feintool Automotive System Parts (Tianjin) Co. Ltd. carried out a capital increase in the amount of EUR 3.85 million in the financial year.

2) Feintool Holding GmbH holds a 60 % stake in Feintool System Parts Ohrdruf GmbH. The remaining 40 % is held by Feintool International Holding AG.

3) Retroactively as of January 1, 2021, HL Holding AG and Feintool System Parts Lyss AG merged.

7 Current interest-bearing liabilities

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Current interest bearing liabilities – third parties

13 519

Current interest bearing liabilities – intercompany 1)

33 046

24 136

Current leasing liabilities

276

286

Total current interest bearing liabilities

33 322

37 941

1) Interest bearing liabilities related to zero balance cash pools.

8 trade and other payables

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Current liabilities – third parties

870

559

Current liabilities – related parties

201

159

Current liabilities – intercompany

213

31

Current liabilities – governing bodies

389

51

Other payables – third parties

192

123

Other payables – intercompany

3

Trade and other payables

1 868

923

9 accrued expenses and deferred income

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Accruals for salary, bonus, overtime

1 474

1 307

Outstanding accounts payable

1 509

1 055

Other accrued expenses

188

Accrued expenses – intercompany

105

140

Total accrued expenses and deferred expense

3 088

2 690

10 Non-current financial liabilities

12/31/2021

12/31/2020

in CHF 1 000

in CHF 1 000

Non-current interest bearing liabilities – third parties 1)

38 225

63 732

Non-current leasing liabilities

404

Total non-current interest bearing liabilities

38 629

63 732

1) On June 13, 2017, Feintool signed a CHF 90 million syndicated loan agreement in cash loans with six banks and a term until June 13, 2022. On May 17, 2018, this contract was extended and will now run until June 13, 2023. In March 2020, it became apparent that Feintool was likely to breach individual financial covenants in its financial agreements over the course of 2020. In June 2020, Feintool signed an amendment to the agreement with the banks concerned that essentially increases the credit line by CHF 30 million to CHF 120 million and suspends the critical covenants until December 30, 2021. In their place, covenants relating to minimum profitability requirements and “available funds” (liquid funds and unused credit lines) were added to the agreement. As of December 31, 2021, CHF 27.9 million of the syndicated loan had been used (previous period: CHF 63.7 million). The acquisition of the company Kienle + Spiess GmbH will temporarly increase the net debt. Therefore the covenant net debt / EBITDA was increased until end of November 2022.

11 non-current Provisions

Non-current provisions include provisions for insurance payments in the amount of kCHF 372 (previous year kCHF 541) and provisions for anniversary benefits of kCHF 79 (previous year kCHF 108).

12 share capital

12.1 Share capital

12/31/2021

12/31/2020

Number/CHF

Number/CHF

Number of shares

4 914 842

4 914 842

Nominal value

10

10

Share capital

49 148 420

49 148 420

12.2 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.

13 Conditional capital – employee stock option plan

The disclosure of the conditional capital is represented in section 24.2 of the Notes to the Financial Statements.

14 AUTHORIZED SHARE CAPITAL

The disclosure of authorized share capital is reported in section 24.3 of the Notes to the consolidated financial statements.

15 treasury shares

The disclosure of the treasury shares is represented in section 24.4 of the Notes to the Financial Statements.

16 operating income

2021

2020

in CHF 1 000

in CHF 1 000

Operating income – third party

56

75

Income from intercompany services

28 152

24 556

thereof licenses and patents

16 783

13 771

thereof other management services

3 747

3 205

thereof IT services

5 662

5 186

thereof internal services, building maintenance/services and staff restaurant

1 041

1 006

thereof other intercompany services

919

1 388

Total operating income

28 208

24 631

17 financial income

2021

2020

in CHF 1 000

in CHF 1 000

Interest income – third party

5

33

Interest income – intercompany

2 578

2 587

Foreign exchange gains

18 311

13 516

Total financial income

20 894

16 136

18 personnel expenses

2021

2020

in CHF 1 000

in CHF 1 000

Salaries and wages

6 640

5 955

Social security contribution

919

868

Other personnel expenses

987

989

Total personnel expenses

8 546

7 812

Feintool International Holding AG employed 37 staff at the end of the year (previous year 35; calculated in Full Time Equivalents and incl. Apprentices and trainees).

19 other operating expenses

2021

2020

in CHF 1 000

in CHF 1 000

Research and development

2 791

2 485

Patents and licenses

179

246

Corporate communication and investor relations

472

495

Information technology

3 563

3 711

Consulting

1 626

816

Rent

193

196

Other expenses 1)

139

421

Total other operating expenses

8 963

8 370

1) In 2020 we shown the staff restaurant and capital tax separately. From 2021 these cost will flow into other expenses.

20 financial expenses

2021

2020

in CHF 1 000

in CHF 1 000

Interest expense – third party

1 602

1 449

Other financial expenses – third party 1)

1 336

763

Foreign exchange losses

13 993

15 731

Total financial expenses

16 931

17 942

1) Besides bank charges, other financial expenses include lead syndication commissions (annual amortization of establishing cost for the syndicated loan), valuation expenses from currency hedges and market making costs.

21 Prior-period Expenses

Prior-period expenses relates to prior-period expenses from intercompany services.

22 Contingent liabilities in favor of third parties

31.12.2021

31.12.2020

in CHF 1 000

in CHF 1 000

Guarantees and warannties for investments

24 506

16 157

Subordination clauses in favor of subsidiaries

16 955

6 955

Joint and several liability as regards cash pooling

p.m.

p.m.

Joint and several liability as regards Swiss VAT group

p.m.

p.m.

On July 15, 2016, a promissory note are still outstanding the amount of EUR 40 million and a new promissory note was borrow on July 15,2021 in the amount of EUR 35 million. The issuer, with a guarantee from Feintool International Holding AG, is Feintool Holding GmbH based in Germany.

23 Major shareholders

The disclosure of the major shareholders is represented in section 31 of the Notes to the Financial Statements.

24 SHAREHOLDINGS OF GROUP MANAGEMENT AND THE BOARD OF DIRECTORS INCLUDING RELATED PARTIES

12/31/2021

12/31/2020

Number of registered shares

Number of registered shares

Alexander von Witzleben, Chairman of the Board of Directors 1)

45 057

40 057

Christian Mäder, Deputy Chairman of the Board of Directors from April 30, 2020 on 2)

Dr. Marcus Bollig, Member of the Board of Directors from April 30, 2020 on 2)

Norbert Indlekofer, Member of the Board of Directors

Heinz Loosli, Member of the Board of Directors

781

781

Total Board of Directors

45 838

40 838

Knut Zimmer, CEO

8 126

6 030

Dr. Thomas F. Bögli, CFO until April 21

5 324

4 713

Samuel Künzli, CFO starting from May 21

1 271

Total Group Management

14 721

10 743

Total other employees

930

756

1) Held directly and indirectly; the 5 000 shares with a value of CHF 291 500 as remuneration for the 2021 financial year were assigned on January 3, 2022.

2) The General Meeting on April 30, 2020, elected Christian Mäder and Dr. Marcus Bollig to the Board of Directors.

The shares are valued at a price of CHF 58.30 (previous year: CHF 55.20) as of December 31, 2021. This results in a total value of kCHF 3 585 (previous year: kCHF 2 889).

25 Liabilities to employee benefit plans

There was no liability to the pension fund as of December 31, 2021 (previous year kCHF 0).

26 Events after the balance sheet date

On December 6th 2021, Feintool agreed to acquire Kienle + Spiess GmbH, a major manufacturer of stators and rotors for electric drives. The acquisition will significantly strengthen Feintool’s position in E-lamination and extend its manufacturing footprint. The approval by the antitrust authorities was received end of February 2022. The preliminary share purchase price is estimated at EUR 71 million plus debt and pension liabilities of around EUR 100 million and depends on purchase price elements such as net debt and actual working capital in relation to target working capital. The exact amount and distribution of the assets are not yet known. Kienle + Spiess GmbH generated sales of approximately EUR 140 million in 2020/2021.

27 PROPOSAL by THE BOARD OF DIRECTORS

The Board of Directors will propose to the Annual General Meeting an ordinary dividend of CHF 0.50 per registered share for the financial year 2021.

12/31/2021

in CHF

Retained earnings brought forward

103 761 940

Result for the year

24 097 934

Available earnings

127 859 874

Payment of an ordinary dividend of CHF 0.50

-2 457 421

Gain Carryforward

125 402 453

Since the general legal reserves and retained earnings have reached 50 % of the share capital, no further allocation will be made.

In addition to the ordinary dividend as proposed above, the Board of Directors will request that an additional dividend of CHF 0.50 per registered share be distributed from the capital contribution reserves:

12/31/2021

in CHF

Capital contribution reserves before distribution

129 395 995

Transfer from capital contribution reserves to voluntary retained earnings and payment of an additional dividende of CHF 0.50

-2 457 421

Capital contribution reserves after distribution

126 938 574

This corresponds to a maximum total dividend distribution of kCHF 4 915 (previous year kCHF 0). 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.

We use cookies to ensure that we give you the best experience on our website.Privacy Policy