Principles 1
1.1General 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.
1.2Securities 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.
1.3Financial 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).
1.4Non-current interest-bearing debts
Interest-bearing debts are recognised in the balance sheet at nominal value.
1.5Foregoing 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 items 2
2.1 Income from investments
This position includes dividend income from 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 Investments
|
|
Capital in 000s |
Capital share |
Capital share |
|
Currency |
31.12.2019 |
31.12.2019 |
31.12.2018 |
Switzerland |
|
|
|
|
Baumann Käse AG, Zollikofen |
CHF |
100 |
100 % |
100 % |
Cetra Holding SA, Lugano |
CHF |
250 |
34 % |
34 % |
Emmi Finanz AG, Lucerne |
CHF |
100 |
100 % |
100 % |
Emmi Fondue AG, Langnau i.E. |
CHF |
3,000 |
100 % |
100 % |
Emmi Frisch-Service AG, Schlieren 1) |
CHF |
– |
– |
100 % |
Emmi International AG, Lucerne |
CHF |
5,000 |
100 % |
100 % |
Emmi Management AG, Lucerne |
CHF |
500 |
100 % |
100 % |
Emmi Schweiz AG, Lucerne |
CHF |
5,700 |
100 % |
100 % |
Fromco S.A. Moudon, Moudon |
CHF |
2,100 |
60 % |
60 % |
Holding der Schweizerischen Milchproduzenten AG in liquidation, Münchenbuchsee |
CHF |
100 |
100 % |
100 % |
Käserei Studer AG, Hefenhofen |
CHF |
720 |
100 % |
100 % |
Mittelland Molkerei AG, Suhr |
CHF |
20,000 |
100 % |
100 % |
Molkerei Biedermann AG, Bischofszell |
CHF |
1,010 |
100 % |
100 % |
MOPRO Luzern AG, Lucerne |
CHF |
120 |
100 % |
100 % |
Switzerland Cheese Marketing AG, Berne |
CHF |
290 |
23 % |
23 % |
Vermo Tiefkühl Pool AG, Lucerne |
CHF |
2,500 |
35 % |
35 % |
Spain |
|
|
|
|
Kaiku Corporación Alimentaria, S.L., San Sebastián |
EUR |
82,110 |
73 % |
73 % |
Lácteos Caprinos S.A., Campillo de Arenas |
EUR |
600 |
80 % |
80 % |
Austria |
|
|
|
|
Hale GmbH, Wartberg 2) |
EUR |
18 |
66 % |
– |
Leeb Biomilch GmbH, Wartberg 2) |
EUR |
70 |
66 % |
– |
Germany |
|
|
|
|
Emmi Deutschland GmbH, Essen |
EUR |
75 |
100 % |
100 % |
Netherlands |
|
|
|
|
Emmi Finance Netherlands B.V., Tiel |
EUR |
p.m. |
100 % |
100 % |
Italy |
|
|
|
|
Emmi Holding Italia S.r.l., Milan |
EUR |
1,714 |
70 % |
70 % |
United Kingdom |
|
|
|
|
Emmi UK Limited, London |
GBP |
4,717 |
100 % |
100 % |
Canada |
|
|
|
|
Emmi Canada Inc., Saint-Laurent |
CAD |
24,152 |
100 % |
100 % |
United States |
|
|
|
|
Emmi Holding (USA), Inc., Orangeburg |
USD |
1 |
100 % |
100 % |
1) Emmi Frisch-Service AG was sold on 3 April 2019.
2) Hale GmbH and Leeb Biomilch GmbH (Leeb Group) were acquired on 8 October 2019.
The above-mentioned investments are directly held by Emmi AG. Investments which are indirectly held by Emmi AG are mentioned in note 32 of the consolidated financial statements.
2.5 Share capital and significant shareholders
The share capital of KCHF 53,498 as at 31 December 2019 consists of 5,349,810 registered shares with a nominal value of CHF 10 (unchanged on the previous year).
Nominal capital |
31.12.2019 |
% |
31.12.2018 |
% |
ZMP Invest AG, Lucerne 1) |
28,488 |
53.2 |
28,488 |
53.2 |
Zentralschweizer Käsermeister Genossenschaft, Sursee 1) |
2,200 |
4.1 |
2,250 |
4.2 |
MIBA Milchverband der Nordwestschweiz, Aesch (BL) 1) |
1,790 |
3.3 |
1,810 |
3.4 |
Other |
21,020 |
39.4 |
20,950 |
39.2 |
Total |
53,498 |
100.0 |
53,498 |
100.0 |
1) ZMP Invest AG, Lucerne, the Zentralschweizer Käsermeister Genossenschaft, Sursee, and the MIBA Milchverband der Nordwestschweiz, Aesch (BL), form a Group in the sense of Article 121 FMIA. The Group owns 60.6 % (previous year: 60.8 %) of the total voting rights.
As at 7 June 2016, Capital Group Companies Inc., Los Angeles, US, 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 2019, Emmi Wohlfahrtsfonds (welfare fund) owned a total of 6,000 shares of Emmi AG (unchanged on the previous year).
2.6 Capital contribution reserve
|
31.12.2019 |
31.12.2018 |
Confirmed by the tax authorities |
2,522 |
7,872 |
Not confirmed by the tax authorities |
5,772 |
5,772 |
Total |
8,294 |
13,644 |
The capital contribution reserve results from capital contribution payments above the nominal amount during past years.
Other disclosures 3
3.1Full-time equivalents
In 2019 and in the previous year, Emmi AG employed fewer than 10 employees on average.
3.2Collateral provided for liabilities of third parties
|
31.12.2019 |
31.12.2018 |
Guarantees and joint liability for loans of Group companies |
413,314 |
521,758 |
Of which used by Group companies |
320,925 |
419,548 |
Other guarantees for Group companies |
1,350 |
293,891 |
3.3Contingent 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.
3.4Net release of hidden reserves
In the year under review and in 2018, there were no releases of hidden reserves.
3.5Participations of members of the Board of Directors, the Council and Group Management
As at 31 December 2019, 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 |
31.12.2019 |
31.12.2018 |
Konrad Graber, Chairman |
950 |
950 |
Thomas Oehen-Bühlmann, Vice-Chairman |
615 |
615 |
Christian Arnold-Fässler, Member |
30 |
30 |
Monique Bourquin, Member |
– |
– |
Christina Johansson, Member |
– |
– |
Niklaus Meier, Member |
200 |
200 |
Alexandra Post Quillet, Member |
– |
– |
Franz Steiger, Member |
400 |
400 |
Diana Strebel, Member |
– |
– |
|
|
|
Agricultural Council |
|
|
Pirmin Furrer |
– |
– |
Stephan Hagenbuch |
50 |
50 |
Peter Hegglin |
– |
– |
Andreas Hitz |
50 |
n.a. |
René Schwager |
– |
n.a. |
|
|
|
Group Management |
|
|
Urs Riedener, CEO |
– |
– |
Marc Heim, Deputy CEO |
150 |
150 |
Robin Barraclough, Member |
20 |
20 |
Ricarda Demarmels, Member |
– |
n.a. |
Kai Könecke, Member |
– |
– |
Matthias Kunz, Member |
27 |
27 |
Thomas Morf, Member |
– |
– |
Jörg Riboni, Member (until 30.4.2019) |
n.a. |
– |
Natalie Rüedi, Member |
– |
– |
The members of the Board of Directors, the Agricultural Council and Group Management own a total of 2,492 shares (previous year: 2,442 shares) and thus hold 0.05 % of the voting rights (previous year: 0.05 %).
3.6Significant events after the balance sheet date
From the balance sheet date until the financial statements were approved by the Board of Directors on 28 February 2020, no other major events occurred which could have adversely affected the validity of the financial statements for 2019 or which would have to be disclosed.