Principles1
1.1 General aspects
These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations).
Where not prescribed by law, the significant accounting and valuation principles applied are described below.
1.2 Securities listed on a stock exchange
Securities with a short-term holding period are valued at their quoted market price as at the balance sheet date. A valuation adjustment reserve has not been accounted for.
1.3 Financial assets
Financial assets include long-term loans and investments. Loans granted in foreign currencies are translated at the rate at the balance sheet date, whereby unrealised losses are recorded but unrealised profits are not recognised (imparity principle).
1.4 Non-current interest-bearing debts
Interest-bearing debts are recognised in the balance sheet at nominal value.
1.5 Foregoing a cash flow statement and additional disclosures in the Notes
As Emmi AG has prepared its consolidated financial statements in accordance with a recognised accounting standard (Swiss GAAP FER), it has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement, in accordance with the law.
Information on balance sheet and income statement items2
2.1 Income from investments
This position includes dividend income from investments. In financial year 2017, the financing of the Swiss group entities was reorganised and simplified. In this process, high extraordinary dividends were distributed to Emmi AG. With these funds, Emmi AG carried out capital increases at other group companies and acquired intragroup investments.
2.2 Other financial income
Other financial income mainly comprises foreign currency gains and interest income on loans granted to companies in which the entity holds an investment.
2.3 Financial expenses
Financial expenses mainly comprise foreign currency losses and interest expenses.
2.4 Loans to companies in which the entity holds an investment
Loans to companies in which the entity holds an investment include subordinated loans in the amount of CHF 40.0 million. The subordinated loans were cancelled in 2018.
2.5 Investments
|
|
|
Capital in 000s |
Capital share |
Capital share |
|
Function |
Currency |
31.12.2018 |
31.12.2018 |
31.12.2017 |
Switzerland |
|
|
|
|
|
Baumann Käse AG , Zollikofen |
Trade |
CHF |
100 |
100 % |
100 % |
Cetra Holding SA, Lugano |
Trade |
CHF |
250 |
34 % |
34 % |
Emmi Finanz AG, Lucerne |
Service |
CHF |
100 |
100 % |
100 % |
Emmi Fondue AG , Langnau i.E. |
Production |
CHF |
15,000 |
100 % |
100 % |
Emmi Frisch-Service AG, Schlieren |
Trade |
CHF |
1,000 |
100 % |
100 % |
Emmi International AG , Lucerne |
Service |
CHF |
5,000 |
100 % |
100 % |
Emmi Management AG, Lucerne |
Service |
CHF |
500 |
100 % |
100 % |
Emmi Schweiz AG , Lucerne |
Production and trade |
CHF |
5,700 |
100 % |
100 % |
Fromco S.A. Moudon, Moudon |
Production |
CHF |
2,100 |
60 % |
60 % |
Holding der Schweizerischen Milchproduzenten AG, Münchenbuchsee |
Service |
CHF |
100 |
100 % |
100 % |
Käserei Studer AG, Hefenhofen 1) |
Production and trade |
CHF |
720 |
100 % |
100 % |
Mittelland Molkerei AG , Suhr |
Production |
CHF |
20,000 |
100 % |
100 % |
Molkerei Biedermann AG , Bischofszell |
Production and trade |
CHF |
1,010 |
100 % |
100 % |
MOPRO Luzern AG , Lucerne |
Service |
CHF |
120 |
100 % |
100 % |
Switzerland Cheese Marketing AG, Berne |
Service |
CHF |
290 |
23 % |
23 % |
Vermo Tiefkühl Pool AG , Lucerne |
Trade |
CHF |
2,500 |
35 % |
35 % |
Spain |
|
|
|
|
|
Kaiku Corporación Alimentaria, S.L., San Sebastián |
Service and trade |
EUR |
82,110 |
73 % |
73 % |
Lácteos Caprinos S.A. |
Production and trade |
EUR |
600 |
80 % |
80 % |
Germany |
|
|
|
|
|
Emmi Deutschland GmbH, Essen |
Trade |
EUR |
75 |
100 % |
100 % |
Netherlands |
|
|
|
|
|
Emmi Finance Netherlands B.V., Tiel |
Service |
EUR |
p.m. |
100 % |
100 % |
Italy |
|
|
|
|
|
Emmi Holding Italia S.r.l., Milan |
Service |
EUR |
1,714 |
70 % |
70 % |
United Kingdom |
|
|
|
|
|
Emmi UK Limited, London |
Trade |
GBP |
4,717 |
100 % |
100 % |
Canada |
|
|
|
|
|
Emmi Canada Inc. |
Trade |
CAD |
27,152 |
100 % |
100 % |
United States |
|
|
|
|
|
Emmi Holding (USA), Inc. |
Service |
USD |
1 |
100 % |
100 % |
1) Studer Holding AG was renamed to Käserei Studer AG on 20 June 2018.
The above-mentioned investments are directly held by Emmi AG. Investments which are indirectly held by Emmi AG are mentioned in note 31 of the consolidated financial statements.
2.6 Share capital and significant shareholders
The share capital of KCHF 53,498 as at 31 December 2018 consists of 5,349,810 registered shares with a nominal value of CHF 10 (unchanged on the previous year).
Nominal capital |
31.12.2018 |
% |
31.12.2017 |
% |
ZMP Invest AG, Lucerne 1) |
28,488 |
53.2 |
28,476 |
53.2 |
Zentralschweizer Milchkäuferverband, Willisau 1) |
2,250 |
4.2 |
2,250 |
4.2 |
MIBA Milchverband der Nordwestschweiz, Aesch (BL) 1) |
1,810 |
3.4 |
1,811 |
3.4 |
Other |
20,950 |
39.2 |
20,961 |
39.2 |
Total |
53,498 |
100.0 |
53,498 |
100.0 |
1) ZMP Invest AG , Lucerne, the Zentralschweizer Milchkäuferverband, Willisau, and the MIBA Milchverband der Nordwestschweiz, Aesch (BL), from a Group in the sense of Article 121 of the FMIA. The Group owns 60.8 % (previous year: 60.8 %) of the total voting rights.
As at 7 June 2016, Capital Group Companies Inc. informed us that it owned 268,500 shares of Emmi AG (5.019 %). No further disclosure notifications have been made since.
As at 31 December 2018, Emmi Wohlfahrtsfonds (welfare fund) owned a total of 6,000 shares of Emmi AG (unchanged on the previous year).
2.7 Capital contribution reserve
|
31.12.2018 |
31.12.2017 |
Confirmed by the tax authorities |
7,872 |
45,321 |
Not confirmed by the tax authorities |
5,772 |
5,772 |
Total |
13,644 |
51,093 |
The capital contribution reserve results from capital contribution payments above the nominal amount during past years.
Other disclosures3
3.1 Full-time equivalents
In 2018 and in the previous year, Emmi AG employed fewer than 10 employees on average.
3.2 Collateral provided for liabilities of third parties
|
31.12.2018 |
31.12.2017 |
Guarantees and joint liability for loans of Group companies |
521,758 |
512,144 |
Of which used by Group companies |
419,548 |
408,856 |
Other guarantees for Group companies |
293,891 |
344,185 |
3.3 Contingent liabilities
Emmi AG is jointly and severally liable for the VAT liabilities of the other Swiss-domiciled Emmi companies and of the Genossenschaft Zentralschweizer Milchproduzenten ZMP and ZMP Invest AG.
3.4 Net release of hidden reserves
In the year under review and in 2017, there were no releases of hidden reserves.
3.5 Participations of members of the Board of Directors, the Council and Group Management
As at 31 December 2018, individual members of the Board of Directors, the Agricultural Council and Group Management (including affiliated persons) held the following number of shares in the company:
|
No. of shares |
No. of shares |
Board of Directors |
31.12.2018 |
31.12.2017 |
Konrad Graber, Chairman |
950 |
950 |
Thomas Oehen-Bühlmann, Vice-Chairman |
615 |
615 |
Christian Arnold-Fässler, Member |
30 |
30 |
Stephan Baer, Member (until 12.4.2018) |
n.a. |
34,500 |
Monique Bourquin, Member |
– |
– |
Christina Johansson, Member (since 12.4.2018) |
– |
n.a. |
Niklaus Meier, Member |
200 |
200 |
Alexandra Post Quillet, Member (since 12.4.2018) |
– |
n.a. |
Josef Schmidli, Member (until 12.4.2018) |
n.a. |
74 |
Franz Steiger, Member |
400 |
400 |
Diana Strebel, Member |
– |
– |
|
|
|
Agricultural Council |
|
|
Christophe Eggenschwiler (until 30.9.2018) |
n.a. |
– |
Pirmin Furrer |
– |
– |
Stephan Hagenbuch |
50 |
50 |
Peter Hegglin |
– |
– |
|
|
|
Group Management |
|
|
Urs Riedener, CEO |
– |
– |
Marc Heim, Deputy CEO |
150 |
150 |
Robin Barraclough, Member |
20 |
20 |
Kai Könecke, Member |
– |
– |
Matthias Kunz, Member |
27 |
27 |
Thomas Morf, Member |
– |
– |
Jörg Riboni, Member |
– |
– |
Natalie Rüedi, Member |
– |
– |
The members of the Board of Directors, the Agricultural Council and Group Management own a total of 2,442 shares (previous year: 37,016 shares) and thus hold 0.05 % of the voting rights (previous year: 0.69 %).
3.6 Significant events after the balance sheet date
Sale of Emmi Frisch-Service AG
On 31 January 2019, Emmi announced that it will sell its Swiss trading and supply company Emmi Frisch-Service AG, a direct subsidiary of Emmi AG, to the Transgourmet Group. Emmi does not expect this transaction to have a significant impact on Emmi AG’s results in the following year. The completion of the transaction is subject to the approval of the Swiss Competition Commission.
From the balance sheet date until the financial statements were approved by the Board of Directors on 27 February 2019, no other major events occurred which could have adversely affected the validity of the financial statements for 2018 or which would have to be disclosed.