Notes to the consolidated financial statements

The consolidated financial statements have been prepared in accordance with all of the existing guidelines of the accounting and reporting recommendations of Swiss GAAP FER. Swiss GAAP FER provides a true and fair view of the financial position of the SFS Group and of its financial performance. The financial statements are based on the principle of historical acquisition costs (except for securities and derivative financial instruments recognized at fair value) and are based on the going concern principle. The consolidated financial statements for the year ended December 31 comprise the company and its subsidiaries and the group’s interest in associates and joint ventures. The directives under the accounting standards (Swiss GAAP FER) have not changed in the reporting period.

The consolidated financial statements include the financial statements of SFS Group AG and all its Swiss and foreign subsidiaries. Using the full consolidation method, all assets and liabilities as well as the expenses and income of the subsidiaries controlled by SFS Group AG are included in the consolidated financial statements. Control is assumed when SFS Group AG directly or indirectly holds more than 50% of the voting rights of a subsidiary. Equity and profit or loss attributable to third parties are presented as separate line items in the consolidated balance sheet and consolidated income statement. The consolidated financial statements have been prepared based on the financial statements of the Group companies, which have been prepared in accordance with uniform Group accounting policies as of December 31.

Intercompany transactions, balances, income and expenses between Group companies are eliminated. Intercompany profits are eliminated.

The acquisition method is used to account for business combinations. Under this method, the acquiree’s net assets and liabilities are measured at their fair values using uniform Group accounting policies. Any excess of consideration transferred over the fair value of the net assets acquired is offset against equity. In case of disposal, acquired goodwill offset with equity at an earlier date is to be considered at original cost to determine the profit or loss recognized in the income statement.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Entities managed equally with an SFS external partner are called joint ventures. Joint control is established by contractual agreement. Strategic, financial and operating decisions require unanimous consent. Associates are those entities in which the Group exerts significant influence, but does not control the financial and operating policies. The group’s share of voting rights in joint ventures and associates are between 20% and 50%. SFS is entitled to its proportional share of the net assets. Goodwill (if any) is offset against equity.

Items included in the financial statements of each of the SFS Group’s entities are measured using the currency of the primary economic environment in which the entity operates. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in equity as qualifying cash flow hedges.

The consolidated financial statements are presented in Swiss francs (CHF). For consolidation purposes, the results and financial positions of all Group entities whose functional currency differs from the presentation currency are translated into the presentation currency. Assets and liabilities are translated at the closing exchange rate at the date of that balance sheet. Income and expenses are translated at average exchange rates. All resulting conversion differences are recognized in equity.

Foreign exchange differences resulting from intercompany equity loans in a foreign currency are recognized in equity and reversed through profit and loss upon disposal of the entity or upon repayment of the loan.

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of income, expenses, assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Therefore, the actual results may differ from these estimates.

The main estimates are in connection with the valuation of the inventory, the determination of useful lives of fixed assets, as well as the capitalization and valuation of deferred tax liabilities and tax assets. All estimates and judgments are continually reviewed and are based on historical experience and other factors, including expectations regarding future events that appear reasonable under the given circumstances.

The SFS Group is divided into the three segments: Engineered Components, Fastening Systems and Distribution & Logistics.

The financial performance of the segments is monitored based on EBIT as well as on operating profit before amortization and depreciation (EBITDA). The segments apply the Group’s accounting policies. Internal transactions are conducted based on internal group rates.

Segment assets are all assets which are directly attributable to a segment, such as receivables, inventories, prepayments and accrued income, property, plant and equipment, intangible assets, as well as deferred tax assets. The segment liabilities include directly attributable payables, accrued liabilities and deferred income, pension benefit obligations, non-current provisions as well as deferred tax liabilities. Financial assets and financial liabilities are not allocated to a segment.

Segment assets less segment liabilities adds up to capital employed. Intercompany transactions, balances, income and expenses between segments are eliminated and reported in the “Corporate” column.

As of January 1, 2024 the Riveting division, which is part of the Fastening Systems segment, will be allocated to the Automotive and Industrial divisions. Therefore the disclosure, monitoring and assessment of the financial results of the Riveting division will be included in the Engineered Components segment. In addition, as of January 1, 2024, the Industrial and Medical divisions will be merged into one division called Medical & Industrial Specials which will be part of the Engineered Components segment. The monitoring and assessment of the financial results of the three existing segments for the year 2023 remains unchanged.

Third–party sales
In CHF million

EBIT
In CHF million

EBIT
In % of net sales

During the reporting period no customer exceeded the reportable threshold of 10% of third–party sales (PY none).

Gross sales to third parties are allocated to the countries of the receiving party. Not assigned items include invoiced freight, hedged foreign currency fluctuations effects and cash discounts.

Reconciliation of segments to income statement and balance sheet

Net sales

In CHF million

Growth of net sales

In %

Third–party sales increased by 12.6% (PY 45.1%). The growth due to changes in the scope of consolidation amounts to 14.6% (PY 37.9%). Based on a like-for-like view and ignoring foreign currency effects, sales increased by 2.1% (PY 9.1%). The currency translation effect amounts to –4.1% (PY –1.9%).

Sales does not comprise interests, user fees or dividends.

Sales of goods and services are recognized when the risks and rewards have been transferred to the customer, which is the point of shipping or billing or when services are rendered. Cash discounts and rebates granted to customers are treated as a reduction of sales.

In 2020, the SFS Group started a project for the upgrade of the ERP system to SAP S/4HANA. The project was continued in 2023. A part of the project was completed in 2022 and capitalized in intangible assets, the remaining part of the project is expected to be completed in 2025. The related own work is capitalized.

In 2023, personnel expenses are not reduced by any contributions from government support programs and internal measures worldwide (PY CHF 6.4 million).

Share-based payments
The members of the Board of Directors and Group Executive Board receive a variable compensation in the form of shares of SFS Group AG. The shares rewarded must be held for at least three years. The expenses amounting to CHF 1.5 million (PY CHF 1.7 million) of these shares represent the share price on the day they are granted and are charged to the income statement under the line item “Personnel expenses”.

In addition, SFS maintains a share purchase program for selected employees. Usually, every other year shares of SFS Group AG are sold to Board of Directors and key management members as well as specialists at a discount, which is charged to personnel expenses. The last share purchase program took place in 2023.

Other operating expenses include operating lease expenses amounting to CHF 34.2 million (PY CHF 31.8 million). The total expenses for research and development recognized during the reporting period amount to CHF 60.8 million (PY CHF 53.1 million). The main items responsible for those costs include the fields development, tools, sampling and preparation for large–scale production. They are included in several expense line–items in the income statement.

Development costs are only capitalized in case the future income covers the capitalized amount and if the other criteria required by Swiss GAAP FER are met. The requirements for capitalization according to Swiss GAAP FER have not been met for items in other operating expenses in the current reporting period as well as in the prior year.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets. All other borrowing costs are recognized in financial expenses in the period in which they incurred.

The income tax expense includes taxes which have been paid and accrued based on the profits of the taxable entities. These are calculated based on the relevant tax rates in the different countries. The reconciliation summarizes the individual reconciliation calculations which have been prepared based on the applicable tax rates of the respective tax jurisdictions. The expected income tax has been calculated based on the future expected tax rate of 14.3% (PY 14.3%) and corresponds to the maximum tax rate for legal entities in the canton of St.Gallen.

In December 2021, the OECD published the Pillar Two model rules to introduce a global minimum tax of 15% for multinational companies with consolidated revenues of more than EUR 750 million. Meanwhile, relevant elements of Pillar Two legislation have been substantively enacted in many jurisdictions in which SFS operates including Switzerland. Such legislation will be effective for SFS Group’s financial year 2024. SFS Group has performed assessments of its potential exposure to Pillar two income taxes. If the Pillar Two model rules, in particular the Transitional CBCR Safe Harbor rules, would have been applicable in periods in relation to which the assessments were performed, the profits of SFS Group would not have been expected to be materially impacted by the Pillar Two rules. SFS Group continues to monitor the development of the Pillar Two rules and its impact on the group.

Current receivables are valued at par value. The valuation allowances are determined based on the maturity structure and identifiable credit risks of trade receivables.

Inventories are generally valued at acquisition cost or at production cost or − if this is lower − at the net realizable value. The cost of goods comprises raw materials, direct labor, other direct costs and related production overheads based on normal operating capacity utilization. Cash discounts from suppliers are deducted from the acquisition costs.

Necessary valuation allowances are based on the individual valuation of single items. The inventory quantity of each item is generally compared to the annual consumption over the last twelve months. The first annual consumption of stock is assessed recoverable by 100%. If the quantity of inventory is higher than annual consumption, the excess inventory for the second annual consumption is written down to 50% of the value. All inventory above two years annual consumption is completely written off. Items added to the product range during the last 18 months prior to the balance sheet date are defined as new products and are not revalued.

In addition, the average sales price less cost to sell is compared to the inventory value of the individual inventory items. If the sales price less cost to sell is lower than the inventory value, a provision in the amount of the difference is recognized and disclosed in the valuation allowances.

Property, plant and equipment are recognized in the balance sheet at acquisition cost or production cost less depreciation. Value-added expenditures, which lead to an extension of useful life or increased production capacity, are capitalized. Interest expenses incurred when the asset was under construction, are included in the historical costs, if material. Depreciation is calculated using the straight-line method to allocate the cost over the asset’s estimated useful lives, as follows:

Based on its unlimited useful life, land is capitalized at acquisition cost and is not depreciated.

The assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized through profit and loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. Government grants related to assets are offset against the acquisition costs of the asset concerned, as long as SFS Group has no repayment obligation.

The book value of assets under construction includes down payments to suppliers of CHF 26.9 million (PY CHF 29.1 million).

In order to collateralize borrowings, assets amounting to CHF 60.5 million (PY CHF 71.9 million) have been pledged with CHF 42.3 million (PY CHF 53.3 million), of which CHF 38.7 million (PY CHF 50.5 million) have been drawn.

The financial commitments for contracted purchases of property, plant and equipment as well as for assets under construction amount to CHF 86.8 million (PY CHF 113.1 million).

The following charts show the additions to property, plant and equipment as well as intangible assets from the notes 3.4 and 3.5.

Additions property, plant and equipment and intangible assets

In CHF million

Additions property, plant and equipment and intangible assets

In % net sales

Intangible assets are recognized in the balance sheet at acquisition cost or production cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the costs over the assets’ estimated useful lives, as follows:

Intangible assets generated internally can only be recognized as an asset if they meet all of the following conditions at the time of the initial recognition: They are identifiable, controlled by SFS, they will yield a measurable benefit over several years, expenses can be recognized and measured separately and it is likely that the resources needed to complete the intangible assets are available or will be made available.

The intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized through profit and loss for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The financial commitments for contracted intangible assets amount to CHF 2.1 million (PY CHF 3.9 million) in 2023.

Goodwill related to acquisitions is offset against equity at acquisition date. The effects of theoretical capitalization and amortization over five years are shown in the table below. If a contract is concluded, transaction costs are part of the acquisition costs. Earnout payments are offset against equity as well. As goodwill is immediately offset against equity at acquisition date, an impairment of goodwill would not impact the income statement, but the theoretical impact would be shown in the theoretical statement of changes in goodwill.

Theoretical goodwill is derecognized in the table above as soon as it is fully amortized.

Trade payables are recognized in the balance sheet at par value.

In 2021 Hoffmann Group signed a framework contract in order to sell and assign trade receivables to a third–party service provider (Asset Backed Commercial Paper program; ABCP program). Therefore part of trade receivables of Hoffmann Group were sold on a biweekly basis. The payment receipts of trade receivables not yet transferred to the third–party service provider during the period between the last date of sale of trade receivables and the next date of sale were part of other current payables. The framework contract was terminated in 2023.

SFS Group maintains pension plans in several countries. The pension plans are mostly legal entities or foundations that are financially independent from the SFS Group. They are compliant with local requirements and the employees and SFS usually fund the plans in equal parts.

The economic impact of the pension plans on SFS Group is reassessed annually. The valuation of a surplus or deficit is based on the plan’s financial statement in accordance with Swiss GAAP FER 26 (Swiss plans) or based on an established method in the respective jurisdiction (non-Swiss plans). In the case of a surplus, an economic benefit exists if it is permitted and intended to use the surplus to decrease the employer contributions, to reimburse it to the employer based on local law or to use it beyond the statutory benefits for another economic benefit of the employer. Surpluses which SFS Group can use as contributions at any time are recognized as assets in SFS Group’s balance sheet. In the case of a deficit, an economic obligation exists if the conditions for recognizing a provision are met. The change from the previous year in economic benefit and economic obligation is recognized (together with the expenses relating to the business period) as personnel expenses in the result of the period.

Swiss plans

Employees of the SFS Group in Switzerland are insured against the risks of old age, death and disability with the SFS Pension Fund based on the Federal Law on Occupational Retirement, Survivors’, and Disability Pension Plans (OPA). The SFS Pension Fund is a foundation which is legally separated from the SFS Group. As per 31 December 2023, the SFS Pension Fund has an expected coverage ratio according to the OPA 111.2% (PY 108.3%). The pension liabilities and actuarial reserves are calculated based on a technical interest rate of 1.5% (PY 1.5%) using the life expectancy table BVG 2020 (PY BVG 2020). The trustees of the SFS Pension Fund decided to reduce the conversion rate gradually to 5.2% until 2024 in order to ensure the financial stability of the Fund. The determination of the economic impact on the SFS Group is based on the preliminary financial statements of the SFS Pension Fund and the Patronage Fund.

Non-Swiss plans

For non-Swiss plans, external actuarial reports are used to determine the economic impact on SFS Group. Depending on the mix of insured persons (employees, retirees), the present value of benefit obligations is calculated using an interest rate of 3.1% to 4.7% (PY 3.4% to 4.9%).

An economic benefit is capitalized in SFS Group’s balance sheet coming from uncommitted employer contribution reserves as well as from the Patronage fund’s non-committed funds. It is intended to use the surplus to decrease the employer contributions.

Pension Funds “without surplus/deficit” include the SFS Pension Fund. At balance sheet date, no non-committed funds exist. Therefore, neither an economic benefit nor an economic obligation is capitalized in SFS Group’s balance sheet. Furthermore, foreign contribution-based plans are included in this category.

Pension Funds “with deficit” include plans of which benefit obligations exceed the plan’s assets. As of December 31, 2023, this is the case for one plan in Germany (PY one) and one plan in France (PY one).

Pension Funds “without own assets” include five plans in Germany (PY six), one plan in France (PY one), one plan in Italy (PY one) and one plan in Mexico (PY one). The economic obligations of these plans are recognized in SFS Group’s balance sheet as provisions if the conditions for recognizing a provision are met.

Various countries are obliged to recognize provisions as the employees are entitled to receive severance payments following the termination of employment. These provisions are disclosed in the “Anniversaries, severance payments” column. The “Other provisions” column contains provisions for warranty claims and business risks. Obligations arising from product liability are covered by the SFS Group’s insurance policies. Provisions for warranty claims are recognized based on historical experience and amount to CHF 2.3 million (PY CHF 2.6 million). Provisions for specific business risks amount to CHF 3.3 million (PY CHF 3.7 million).

A provision is recognized when SFS Group has a present legal or constructive obligation as a result of past events, the outflow of resources becomes probable and the amount of the outflow can be estimated reliably. The valuation of provisions is based on SFS Group’s best estimate at the balance sheet date.

Current tax liabilities arising from the taxable profit of the reporting period are accrued for, irrespective of when they are due for payment. Deferred tax assets and liabilities are recognized on all temporary differences arising between the carrying amount of an asset or liability in the statement of financial position according to Swiss GAAP FER and its tax base.

The deferred taxes are determined using local tax rates that have been enacted by the balance sheet date and are expected to apply when the deferred tax items are realized or settled. Deferred tax liabilities arising from future distribution of retained earnings are not recognized when the Group is able to control the timing and a reversal of the temporary difference is unlikely.

SFS does not recognize deferred tax assets and liabilities in relation to Pillar Two income taxes.

The table below shows the tax loss carryforwards:

Deferred tax assets are recognized for tax loss carryforwards and on other temporary differences to the extent that is expected to be realizable within the next five years.

Cash and cash equivalents include cash on hand, deposits held on call with banks and other short-term highly liquid investments. Due to the short-term maturities of the cash equivalents, the carrying amount is equal to the fair value of these assets. In order to qualify as a cash equivalent, the original maturity of the instrument must be 90 days or less.

Marketable securities and financial assets are measured at market value, if available, and non-realized gains and losses are recognized through profit or loss. In absence of a market value, marketable securities and financial assets are measured at acquisitions costs less any impairment. Investments include investments in associates, joint ventures and immaterial subsidiaries which are not included in the scope of consolidation.

In connection with the financing of the Hoffmann SE acquisition and the corresponding issuance of two bonds with a volume of CHF 400 million (refer to note 4.3), SFS Group has entered into two cross-currency-swaps (CHF/EUR) with the same volume and maturity (refer to note 4.7). The cross-currency-swaps (designated as hedging instruments) are used to hedge the foreign currency exposure which arises from the translation of net investments in foreign entities (designated as hedged items) into the Group’s presentation currency. Changes in the fair values of the cross-currency-swaps (net investment hedges) are recognized in equity and reversed through profit and loss upon disposal of the entity. As of December 31, 2023, the fair values of the cross-currency-swaps amount to CHF 50.3 million (PY CHF 32.0 million).

In connection with the financing of the Hoffmann SE acquisition, SFS Group issued two bonds with a volume of CHF 400 million in June 2022. Bonds are recognized in the balance sheet at par value. Deviations from the par value in the case of below or above-par issues are offset with the emission costs and recognized as accruals and deferrals and afterwards reversed on a straight-line basis over the term of the bonds.

The financial liabilities have the following maturities:

Syndicated loan

A loan contract was negotiated with five banks in August 2014. Due to the acquisition of Hoffmann SE in 2022, the existing syndicated loan contract was prematurely renewed and two additional banks were included in the syndicate. After exercise of the first extension option, the contract term is still five years and ends on May 10, 2028. The committed and uncollateralized revolving credit line amounts to CHF 600 million until May 10, 2027, and afterwards CHF 500 million until May 10, 2028 and is used at the end of 2023 to 31.6% (PY 32.8%). It may be increased by a maximum amount of an additional CHF 100 million and it may be extended once by one year, provided the lenders agree to the request of SFS Group. The option to increase the maximum amount can be used up to three months before the final maturity date.

The syndicated loan includes normal commercial terms and conditions. The variable interest yield is linked to the financial key ratio “leverage ratio”. The smaller this key ratio, the lower the interest margin. The financial covenant has been met in all subsequent periods:

Finance leases are capitalized at the start of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments. They are amortized over the period of the lease. The related leasing obligations are recognized as liabilities. In the reporting period as well as in the previous year, no material finance leases existed.

Lease payments from operating leases are recognized through profit or loss during the period of the lease. If a contract is terminated early, a provision is made for the full amount owed less income realized from subleasing.

Off-balance sheet transactions consist mainly of debt guarantees, guarantee obligations, liens in favor of third parties and long-term rental contracts. Intercompany items are eliminated. Off-balance sheet transactions are assessed on the basis of the likelihood and the amount of the potential future liabilities and are disclosed above.

Earnings and payout per share

In CHF

Payout

In %, In CHF million

A payout for the financial year 2023 of CHF 2.50 (PY CHF 2.50) per registered share, amounting to a total of CHF 97.3 million (PY CHF 97.2 million), will be proposed at the Annual General Meeting of SFS Group AG on April 24, 2024. The payout from retained earnings and the statutory capital reserve will be realized and accounted in the books after the approval of the Annual General Meeting.

As of December 31, 2023, 38,900,000 (PY 38,900,000) registered shares at CHF 0.10 are issued and outstanding. The earnings per share are the result of dividing net income entitled to the owners of SFS Group by the weighted average number of shares in issue and outstanding during the year. As of balance sheet date there exists no authorized capital (PY CHF 20,000), no conditional capital (PY none) and no capital band. There are no dilutive effects (PY none). Statutory and legal reserves that may not be distributed amount to CHF 65.7 million (PY CHF 60.4 million) as of December 31, 2023.

Share capital and treasury shares

In connection with the financing of the Hoffmann SE acquisition the share capital of SFS Group AG was increased in 2022 by 1,400,000 shares with a nominal value of CHF 0.10 per share. The premium on the issuance of shares amounted to CHF 169.2 million.

The share capital of SFS Group AG constitutes the share capital of the SFS Group. The consideration paid for treasury shares is deducted from the equity and separately disclosed. The profit or loss realized by sales of treasury shares are recognized as a reduction of capital reserves, net of any related income taxes. Part of the purchase price of Hoffmann SE in 2022 was paid by transferring 200,000 treasury shares with a fair value of CHF 24.5 million. As of December 31, 2023, SFS Group companies hold 13,406 shares (PY 12,828) and the SFS Patronage Fund holds 0 shares (PY 41,247) in SFS Group AG.

There exist no obligations to repurchase treasury shares disposed of.

The SFS Group uses derivative financial instruments to reduce the risks from interest and foreign currency fluctuations on business and financial transactions. To hedge foreign currency exposures, usually cash flow hedges are used. To reduce volatility in the income statement, changes in the fair value of derivatives are recognized in equity. Amounts accumulated in equity are reclassified to the income statement in the periods when the hedged item affects the income statement or the future cash flow is no longer expected to occur. Derivatives in the current and previous financial year were exclusively held for the purpose of currency hedging.

The SFS Group also uses derivative financial instruments to hedge the foreign currency exposure which arises from the translation of net investments in foreign entities (designated as hedged items) into the Group’s presentation currency. Changes in the fair values of the net investment hedges are recognized in equity and reversed through profit and loss upon disposal of the entity. In connection with the financing of the Hoffmann SE acquisition in 2022 and the corresponding issuance of two bonds with a volume of CHF 400 million (refer to note 4.3), SFS Group has entered into two cross-currency-swaps (CHF/EUR) with the same volume and maturity as the bonds. These cross-currency-swaps (designated as hedging instruments) are used to hedge the foreign currency exposure which arises from the translation of net investments in foreign entities (designated as hedged items) into the Group’s presentation currency.

2023

As of July 1, 2023, the assets of the business concerning fasteners and other products of Connective Systems & Supply, Inc. (CSS) were acquired in an asset deal. In organizational terms, this business unit of the company based in Denver (US) was incorporated into Triangle Fastener Corporation (TFC). This business unit of CSS generated sales of USD 15 million in 2022 with around 20 employees. Contract clauses do not include any contingent consideration (earnout).

2022

As of May 1, 2022, SFS Group acquired 100% of Hoffmann SE. Hoffmann was incorporated into the SFS organization as an individual division with the name “D&L International” within the Distribution & Logistics segment. Headquartered in Munich (Germany), Hoffmann SE has around 3,000 employees and is on site in over 50 countries. In 2021, Hoffmann generated sales of approximately EUR 1.0 billion. Hoffmann is a leading international systems partner for quality tools that is well-known on European markets and serves more than 100,000 customers with a product range comprising around 500,000 items. Customers appreciate not only the company’s comprehensive range of products but also its high level of product and logistics expertise. The transaction did not include Contorion, the eCommerce subsidiary of Hoffmann SE, which is geared toward a different customer segment. The Russian subsidiary of Hoffmann is also not included in the scope of consolidation. Contract clauses do not include any contingent consideration (earnout).

Subsidiaries