Notes to the financial statements of Autoneum Holding Ltd
Autoneum Holding Ltd was incorporated on December 2, 2010 as a Swiss corporation domiciled in Winterthur. The Company does not have any employees.
The 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.
Loans and financial receivables
Loans granted in foreign currencies are translated at the rate at the balance sheet date, whereby unrealized losses are recorded but unrealized gains are not recognized. In the case where the currency effect of loans is hedged, both unrealized losses and gains are recognized.
Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a sale, the gain or loss is recognized in the income statement as financial income or financial expenses.
Bonds and bank debts
Borrowings are recognized in the balance sheet at nominal value. The issue costs for the bonds and for finance agreements are recognized as accrued income and deferred expenses due from third parties and amortized on a straight-line basis over the maturity period.
Investments are valued using the single-item approach.
2 Financial income
3 Valuation adjustments on investments and loans
4 Financial expenses
5 Extraordinary expenses
There are no extraordinary expenses in 2019 and 2018.
6 Loans and financial receivables
7 Accrued income and deferred expenses
The subsidiaries, associated companies and non-consolidated investments are listed in note 16. They are owned directly or indirectly by Autoneum Holding Ltd.
Loans due to related parties comprise a loan of CHF 5.0 million that was granted by the pension fund of an Autoneum Group entity to the Company. The loan bears an interest rate of 0.75% and is due within six days upon cancellation of the agreement by either the lender or the borrower. The two main shareholders of Autoneum Holding Ltd have granted a subordinated loan of CHF 20.0 million each, with an interest of 4% and maturity date January 2021.
On July 4, 2016 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 75.0 million, which is listed on the SIX Swiss Exchange (AUH16, ISIN: CH0326213904). The bond carries a coupon rate of 1.125% and has a term of seven years with a final maturity on July 4, 2023.
On December 8, 2017 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 100.0 million, which is listed on the SIX Swiss Exchange (AUT17, ISIN: CH0373476032). The bond carries a coupon rate of 1.125% and has a term of eight years with a final maturity on December 8, 2025.
Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of CHF 350.0 million, whereof CHF 150.0 million was drawn at year end (2018: CHF 140.0 million). The line of credit may partly be used as a guarantee facility. On December 7, 2017 the long-term credit agreement was amended and the final maturity date extended from December 31, 2019 to December 31, 2022. On May 7, 2019 the existing long-term credit agreement was increased from CHF 150.0 million to CHF 350.0 million with an unchanged final maturity date. The interest rate is based on the LIBOR rate plus an applicable margin, which is determined based on the ratio of net debt to EBITDA. The credit agreement contains customary financial covenants, which include an adjusted ratio of net debt to EBITDA. Compliance with financial covenants is checked on a regular basis and reported to the banking syndicate. In the fiscal years 2019 and 2018, the financial covenants were met at all times.
10 Other liabilities
11 Deferred income and accrued expenses
12 Shareholders’ equity
The share capital amounts to CHF 233 618.15. It is divided into 4 672 363 fully paid registered shares with a par value of CHF 0.05 each.
Conditional share capital
For issuing convertible bonds, warranty bonds and for granting shareholder options, the share capital can be increased by a maximum of 700 000 fully paid up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 35 000. Furthermore, for the issuance of shares to employees of subsidiaries, the share capital can be increased by a maximum of 250 000 fully paid up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 12 500.
Legal capital reserves
These reserves include an amount of CHF 0.1 million (2018: CHF 0.1 million) whose distribution as dividends is not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The remaining part of the legal capital reserve does not benefit from the Swiss capital contribution principle.
The following transactions with treasury shares were performed during the financial year:
13 Guarantees and collateral provided
Autoneum Holding Ltd has guaranteed CHF 34.1 million (2018: CHF 35.0 million) to financial institutions for granting credit facilities to direct and indirect subsidiaries and CHF 7.2 million (2018: CHF 7.6 million) to other third parties for securing transactions they entered into with direct and indirect subsidiaries and other third parties. Furthermore, a financing commitment in the amount of CHF 7.6 million was given in favor of a subsidiary (2018: CHF 7.9 million).
14 Shares allocated to the Board of Directors
Part of the remuneration of the Board of Directors is paid in shares of Autoneum Holding Ltd. In 2019, 8 693 shares (2018: 4 014 shares) with a total value of CHF 1 079 671 (2018: CHF 1 027 264) were allocated and 7 461 shares (2018: 3 514 shares) were transferred to the members of the Board of Directors. The remaining shares were withheld by the Company to account for the beneficiaries’ part of social security contributions and withholding taxes.
15 Shares held by the members of the Board of Directors or Group Executive Board
The following shares were held by members of the Board of Directors or the Group Executive Board, including parties related to them (Art. 663c Swiss Code of Obligations):
16 Subsidiaries, associated companies and investments
- 1 Unless otherwise noted, voting and capital rights have not changed compared to prior year.
- 2 The Company acquired 25% of voting and capital rights in 2018.
- 3 Autoneum has 49% of the capital rights.
17 Significant shareholders
At December 31, Autoneum knew that the following shareholders had more than 3% of the Company voting rights (in accordance with Art. 663c of the Swiss Code of Obligations):
- 1 Voting rights according to the Company’s records at December 31.
Details of the disclosures can be found at: www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html
18 Events after balance sheet date
There were no events between December 31, 2019 and March 3, 2020 that would necessitate adjustments to the book value of the Company’s assets or liabilities, or that require additional disclosure in the financial statements.