Financial Statements HUBER+SUHNER AG

Notes to Financial Statements

1 General

1General

The financial statements of HUBER+SUHNER AG, domiciled in Herisau, are prepared in accordance with the Swiss Code of Obligations (OR).

2 Accounting policies

2Accounting policies

2.1General

These financial statements were prepared in accordance with the commercial accounting provisions of the Swiss Code of Obligations. The accounting of major balance sheet and income statement positions is disclosed hereinafter.

2.2Foreign currency translation

All assets and liabilities denominated in foreign currencies are converted into Swiss francs at the year-end exchange rates according to the imparity principle. Income and expenses as well as transactions in foreign currencies are converted at the conversion rate valid at the transaction date. The resulting foreign exchange differences are recognised in the income statement.

2.3Revenue recognition

Revenues from the sale of products are recognised when the risks and rewards of the products sold have been transferred to the customer.

2.4Trade receivables

Trade receivables are measured at nominal value less allowances. Indications of impairment are substantial financial problems on the customer side, a declaration of bankruptcy or a material delay in payment. In addition, a fiscally permitted allowance is recognised in the remaining trade receivables.

2.5Inventories

Inventories are stated at the lower of cost and net realisable value. The cost of goods comprises direct material and production costs and related production overheads. The valuation of the inventory is based on standard costs that are verified annually. Slow-moving and obsolete stock that have insufficient inventory turns are systematically revaluated, either partly or fully. In addition, a fiscally permitted allowance is recognised in the remaining inventories.

2.6Property, plant, equipment and intangible assets

Property, plant, equipment and intangible assets are stated at the purchased or manufactured cost less fiscally permitted accumulated depreciation. If there are indications that the carrying amount is overstated, property, plant, equipment and intangible assets are reviewed for impairment and, where necessary, written down to the recoverable amount.

2.7Investments in subsidiaries

Investments are initially recognised at cost. Investments are assessed annually and individually.

2.8Provisions

Provisions are made for warranties, personnel expenses, restructuring costs, as well as legal and other miscellaneous operational risks that meet the recognition criteria. They are recognised when the company has a present legal or constructive obligation as a result of past events and if it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Warranty provisions are generally measured and recognised based on experience values. Additional provisions may be made if permitted under tax regulations.

2.9Treasury shares

Treasury shares are stated at acquisition cost and presented as a negative position in the shareholders’ equity. No subsequent valuation is made. If the treasury shares are disposed of later, the resulting gain or loss is recognised in the reserves.

3 Details to individual positions

Financial Statements HUBER+SUHNER AG

3Details to individual positions

3.1Other operating income

Other operating income includes income from other activities such as the sale of scrap, miscellaneous services, the capitalisation of internally produced capital goods, the release of provisions and miscellaneous, not periodical, operating revenues from third parties.

3.2Income and expense from investments

Income from investments includes dividend payments from subsidiaries in the amount of KCHF 44 821 (previous year: KCHF 44 997). No impairments of investments were recognised (previous year: KCHF 3200) or reversed (previous year: no reversal).

3.3Extraordinary income

No extraordinary income was recognised in the current year (previous year: KCHF 252).

3.4Inventories

in CHF 1 000

 

31.12.2022

 

31.12.2021

 

 

 

 

 

Raw materials and supplies

 

18 069

 

12 653

Work in progress

 

8 795

 

7 157

Semi-finished and finished goods

 

67 895

 

61 644

Inventory provision

 

(42 859)

 

(42 404)

Total

 

51 900

 

39 050

3.5Property, plant, equipment and intangible assets

in CHF 1 000

 

31.12.2022

 

31.12.2021

 

 

 

 

 

Land

 

6 225

 

6 225

Buildings

 

44 200

 

35 116

Technical equipment and machinery

 

16 889

 

20 960

Other equipment

 

746

 

629

Assets under construction

 

7 933

 

18 677

Investment property

 

2 080

 

2 080

Intangible assets

 

25 622

 

21 910

Total

 

103 695

 

105 597

3.6Investments in subsidiaries

Directly and indirectly held subsidiaries are listed in chapter Group Companies of the Group Financial Statements.

3.7Share capital

Both at 31 December 2022 and at 31 December 2021 the share capital was composed of 20 200 000 registered shares, with a nominal value of CHF 0.25 each.
The composition of capital stock is disclosed in the Notes to the Group Financial Statements (see Note 26).

The company holds 1655 799 treasury shares (726 640 treasury stock, 928 084 treasury shares as part of the running share buyback programme 2021, and 1075 other treasury shares for remuneration purposes).

On 29 October 2021 HUBER+SUHNER AG launched a share buyback programme over a maximum period of three years, for up to 5 % of the registered shares. The shares are being repurchased via a second trading line on the SIX Swiss Exchange for the purpose of capital reduction.

3.8Treasury shares

 

 

 

 

 

 

 

2022

 

2021

 

 

 

 

 

Number at 1.1.

 

893 140

 

727 640

Purchases

 

786 584

 

196 425

Allotment

 

(23 925)

 

(30 925)

Number at 31.12.

 

1 655 799

 

893 140

For details of transactions and balances relating to treasury shares see note 26 of the Notes to Group Financial Statements.

4 Contingent liabilities

4Contingent liabilities

in CHF 1 000

 

31.12.2022

 

31.12.2021

 

 

 

 

 

Parent guarantee for long-term lease

 

6 489

 

6 429

Parent guarantee for repayment of an advance payment

 

1 973

 

5 Liabilities to pension funds

5Liabilities to pension funds

in CHF 1 000

 

31.12.2022

 

31.12.2021

 

 

 

 

 

Total liabilities to pension funds

 

 

6 Net release of undisclosed reserves

6Net release of undisclosed reserves

in CHF 1 000

 

2022

 

2021

 

 

 

 

 

Total net release of undisclosed reserves

 

 

7 Significant shareholders / shareholdings of Board of Directors and of Executive Group Management

7Significant shareholders/shareholdings of Board of Directors and of Executive Group Management

Shares of votes and capital

 

31.12.2022

 

31.12.2021

 

 

 

 

 

EGS Beteiligungen AG

 

9.24%

 

9.24%

S. Hoffmann-Suhner

 

6.18%

 

6.18%

Huwa Finanz- und Beteiligungs AG

 

3.25%

 

3.25%

BlackRock, Inc.

 

3.08%

 

n/a

n/a = not applicable (no significant shareholder in that year)

Information about published disclosure notices in accordance with Article 20 BEHG are included in Corporate Governance, chapter 1.2 Significant shareholders.

According to the Ordinance against Excessive Compensation in Listed Companies (OaEC), which has been in force since 1 January 2014, details of compensation for members of the Board of Directors and Executive Group Management are presented in a separate Compensation Report (see Compensation Report).
In accordance with Article 663c of the Swiss Code of Obligations (OR), shareholdings in the company by members of Board of Directors and by members of Executive Group Management are as follows:

Shareholdings of Board of Directors

(Number of shares at 31 December 2022)

 

Own shares

 

Shares of close family members

 

Total shares

 

Of which non-restricted shares

 

Of which restricted shares 2)

 

Total share of votes 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Urs Kaufmann

 

Chairman

 

91 200

 

400

 

91 600

 

51 600

 

40 000

 

0.49%

Beat Kälin

 

Deputy Chairman

 

25 700

 

 

25 700

 

16 500

 

9 200

 

0.14%

Monika Bütler

 

Member

 

6 800

 

 

6 800

 

3 600

 

3 200

 

< 0.10%

Rolf Seiffert

 

Member

 

14 233

 

 

14 233

 

11 033

 

3 200

 

< 0.10%

Jörg Walther

 

Member

 

6 800

 

 

6 800

 

 

6 800

 

< 0.10%

Franz Studer 1)

 

Member

 

 

 

 

 

 

Total shareholdings BoD 2022

 

144 733

 

400

 

145 133

 

82 733

 

62 400

 

0.78%

Shareholdings of Board of Directors

(Number of shares at 31 December 2021)

 

Own shares

 

Shares of close family members

 

Total shares

 

Of which non-restricted shares

 

Of which restricted shares 2)

 

Total share of votes 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Urs Kaufmann

 

Chairman

 

89 200

 

500

 

89 700

 

45 700

 

44 000

 

0.46%

Beat Kälin

 

Deputy Chairman

 

24 500

 

 

24 500

 

12 500

 

12 000

 

0.13%

Monika Bütler

 

Member

 

6 000

 

 

6 000

 

2 400

 

3 600

 

< 0.10%

Rolf Seiffert

 

Member

 

13 433

 

 

13 433

 

9 833

 

3 600

 

< 0.10%

Jörg Walther

 

Member

 

6 000

 

 

6 000

 

 

6 000

 

< 0.10%

Franz Studer 1)

 

Member

 

 

 

 

 

 

Total shareholdings BoD 2021

 

139 133

 

500

 

139 633

 

70 433

 

69 200

 

0.72%

1) The figures stated do not include the participation of EGS Beteiligungen AG, where F. Studer is a member of the executive board and Investment Director. Further information on the shareholdings by EGS Beteiligungen AG is provided in this Note above.

Shareholdings of Executive Group Management

(Number of shares at 31 December 2022)

 

Own shares

 

Shares of close family members

 

Total shares

 

Of which non-restricted shares

 

Of which restricted shares 2)

 

Total share of votes 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Urs Ryffel

 

CEO

 

39 100

 

 

39 100

 

25 100

 

14 000

 

0.21%

Reto Bolt

 

Member

 

14 080

 

 

14 080

 

80

 

14 000

 

< 0.10%

Drew Nixon

 

Member

 

12 330

 

 

12 330

 

5 130

 

7 200

 

< 0.10%

Patricia Stolz

 

Member

 

6 720

 

 

6 720

 

1 820

 

4 900

 

< 0.10%

Jürgen Walter

 

Member

 

400

 

 

400

 

 

400

 

< 0.10%

Ivo Wechsler

 

Member

 

17 600

 

 

17 600

 

6 000

 

11 600

 

< 0.10%

Total shareholdings EGM 2022

 

90 230

 

 

90 230

 

38 130

 

52 100

 

0.49%

Shareholdings of Executive Group Management

(Number of shares at 31 December 2021)

 

Own shares

 

Shares of close family members

 

Total shares

 

Of which non-restricted shares

 

Of which restricted shares 2)

 

Total share of votes 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Urs Ryffel

 

CEO

 

34 100

 

 

34 100

 

20 100

 

14 000

 

0.18%

Reto Bolt

 

Member

 

14 570

 

 

14 570

 

2 570

 

12 000

 

< 0.10%

Drew Nixon

 

Member

 

10 330

 

 

10 330

 

1 530

 

8 800

 

< 0.10%

Patricia Stolz

 

Member

 

4 970

 

 

4 970

 

70

 

4 900

 

< 0.10%

Jürgen Walter

 

Member

 

 

 

 

 

 

< 0.10%

Ivo Wechsler

 

Member

 

17 600

 

 

17 600

 

3 600

 

14 000

 

< 0.10%

Total shareholdings EGM 2021

 

81 570

 

 

81 570

 

27 870

 

53 700

 

0.42%

2) Shares with remaining lock-in periods of up to ten years

3) Shares in % of shares entitled to a dividend

Allotted number of shares to:

 

 

2022

 

2021

 

 

 

 

 

Board of Directors

 

6 400

 

7 250

Executive Group Management

 

11 800

 

13 150

Employees

 

4 900

 

4 375

Allotted shares

in CHF 1 000

 

2022

 

2021

 

 

 

 

 

Expensed amount in Income Statement

 

1 994

 

2 155

Outstanding shares are effectively assigned in the following year. For members of Board of Directors and Executive Group Management, the issue is subject to approval by the Annual General Meeting. The expense amount, which exclude social security, in the Income Statement is based on the 2022 year-end share price of CHF 86.30 (previous year: CHF 87.00).

8 Full-time positions

Financial Statements HUBER+SUHNER AG

8Full-time positions

As in the previous year, HUBER+SUHNER AG had over 250 employees (full-time-equivalent) in 2022.

9 Equal pay analysis

9Equal pay analysis

HUBER+SUHNER AG has performed an equal pay analysis based on the reference month March 2021, as required by Article 13a of the Gender Equality Act. The analysis concluded that the employee pay-related gender effect is clearly within the tolerance threshold.

10 Leasing obligations not recorded in the balance sheet

10Leasing obligations not recorded in the balance sheet

At the balance sheet date there are neither short-term obligations with a duration of less than one year (previous year: KCHF 0.0) nor obligations in excess of one year (previous year: none).

11 Events after the balance sheet date

11Events after the balance sheet date

There were no events after the balance sheet date which affect the annual results or would require an adjustment to the carrying amounts of the HUBER+SUHNER AG assets and liabilities.

12 Additional disclosures, cash flow statement and management report

12Additional disclosures, cash flow statement and management report

Pursuant to Article 961d para. 1 of the Swiss Code of Obligations, no additional disclosures are made, as HUBER+SUHNER AG prepares Group Financial Statements in accordance with generally accepted accounting principles (Swiss GAAP FER).

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