Notes to the financial statements
1. Principles
1.1 General
These annual financial statements were prepared in accordance with the provisions of the Swiss accounting law (Title 32 of the Swiss Code of Obligations [CO]). The main valuation principles applied that are not prescribed by law are described below.
In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), the company does not provide a management report, a cash flow statement, or additional information in the notes and refers instead to the consolidated financial statements of dormakaba Holding AG for the relevant information.
1.2 Loans to Group companies and other financial assets
Loans granted to Group companies and other financial investments in foreign currencies are valued at the market rate on the balance sheet date. The valuation is at nominal values, taking into consideration any impairment required.
1.3 Investments
Investments are valued in accordance with the principle of individual valuation. General value adjustments can be applied.
1.4 Dividend income
Dividend income is recorded when payment is received.
2. Information on balance sheet items
2.1 Investments
|
|
|
|
Share capital in local currency |
|
Voting rights in % |
dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE |
|
EUR |
|
27,642,105 |
|
52.5 |
dormakaba Beteiligungs-GmbH, Ennepetal/DE |
|
EUR |
|
1,000,000 |
|
52.5 |
There are no changes to the investments.
2.2 Loans to Group companies
Counterparty |
|
Currency |
|
Interest rate |
|
Financial year ended 30.06.2021 |
|
Financial year ended 30.06.2020 |
dormakaba International Holding AG, Rümlang/CH |
|
CHF |
|
1.00% |
|
171.7 |
|
170.9 |
Total loans to Group companies |
|
|
|
|
|
171.7 |
|
170.9 |
2.3 Long-term provisions
These provisions relate to general risks.
2.4 Share capital
As at 30 June 2021, the share capital amounted to CHF 420,002.60 divided into 4,200,026 registered shares at a par value of CHF 0.10.
Conditional capital as at 30 June 2021 amounted to CHF 42,438.40.
In accordance with the resolution of the Annual General Meeting (AGM) of 22 October 2019, the Board of Directors (BoD) is authorized to increase the share capital by no later than 22 October 2021 up to a maximum amount of CHF 42,000 by issuing a maximum of 420,000 fully paid-in registered shares with a nominal value of CHF 0.10 each. The increase may be made in partial amounts.
No shares were issued out of the authorized capital in the year under review.
2.5 Principal shareholders
|
|
As at 30.06.2021 No. of shares at CHF 0.10 par value |
% |
|
As at 30.06.2020 No. of shares at CHF 0.10 par value |
% |
Pool Shareholders 1) |
|
1,187,875 |
28.3 |
|
1,205,449 |
28.7 |
Group’s treasury shares |
|
31,259 |
0.7 |
|
42,810 |
1.0 |
Public shareholders |
|
|
|
|
|
|
Other public shareholders |
|
2,951,387 |
70.3 |
|
2,926,306 |
69.7 |
Total public shareholders |
|
2,951,387 |
70.3 |
|
2,926,306 |
69.7 |
BoD and EC members 2) |
|
|
|
|
|
|
BoD members |
|
558,186 |
13.3 |
|
553,987 |
13.2 |
EC members |
|
12,088 |
0.3 |
|
17,497 |
0.4 |
Less double-counting in respect of Riet Cadonau 3) |
|
– |
0.0 |
|
–5,840 |
–0.1 |
Total BoD and EC members |
|
570,274 |
13.6 |
|
565,644 |
13.5 |
Less double-counting in respect of Pool Shareholders 4) |
|
–540,769 |
–12.9 |
|
–540,183 |
–12.9 |
Total shares |
|
4,200,026 |
100.0 |
|
4,200,026 |
100.0 |
1) The following persons are party to the pool agreement dated 29 April 2015: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, Stephanie Brecht-Bergen / Düsseldorf, as well as Martina Bössow / Meilen, heirs of Ulrich Bremi / Zollikon, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Linus Dubs / Zurich, Anja Flückiger / Herrliberg, Christian Forrer / Bern, heirs of Karin Forrer / Muri, Anna Katharina Kuenzle / Thalwil, Clive Kuenzle / Zurich, Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Sascha Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.
2) Including related parties.
3) Shareholdings of Riet Cadonau as at 30 June 2021 are included only under BoD members because effective as of 1 April 2021, he stepped down from his position as CEO and EC member, and continued his role as BoD Chair.
4) Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.
2.6 Treasury shares
|
|
Financial year ended 30.06.2021 |
|
Financial year ended 30.06.2020 |
||||
|
|
CHF million |
|
Number of shares |
|
CHF million |
|
Number of shares |
Treasury shares at the beginning of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Purchase |
|
1.0 |
|
1,746 |
|
1.1 |
|
1,787 |
Share-based compensation |
|
–0.9 |
|
–1,746 |
|
–1.0 |
|
–1,787 |
Revaluation |
|
–0.1 |
|
– |
|
–0.1 |
|
– |
Treasury shares at the end of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Treasury shares held in other Group entities |
|
23.0 |
|
31,259 |
|
31.4 |
|
42,810 |
3. Information on the income statement
3.1 Dividend income
The dividend income for the year is CHF 46.0 million (2019/20: CHF 67.5 million).
3.2 Financial expenses
The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH + Co. KGaA to guarantee the bond issued by dormakaba Finance AG.
3.3 Other operating expenses
The main expense items relate to external consulting services and marketing expenses.
3.4 Direct taxes
Direct taxes comprise capital taxes and income taxes.
4. Other information
4.1 General information
dormakaba Holding AG is incorporated and domiciled in Rümlang (Switzerland). The address of its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland.
The company is listed on the SIX Swiss Exchange.
4.2 Full-time equivalents
As at 30 June 2021, dormakaba Holding AG did not employ any personnel.
4.3 Contingent liabilities
CHF million |
|
Financial year ended 30.06.2021 |
|
Financial year ended 30.06.2020 |
Guarantees |
|
693.7 |
|
693.7 |
Of which used |
|
0.0 |
|
0.0 |
As in the previous year, the guarantees disclosed relate to the guarantee accorded to the bondholders for the bonds issued by dormakaba Finance AG in the total nominal amount of CHF 680.0 million.
The dormakaba companies in Switzerland are treated as a single entity for VAT purposes (Group taxation article 13 Swiss VAT Act). If one company is unable to meet its payment obligations to the taxation authorities, the other Group companies within the tax group are jointly and severally liable.
5. Conditional and authorized capital
|
|
Financial year ended 30.06.2021 |
|
Financial year ended 30.06.2020 |
||||
|
|
Share capital value in CHF |
|
Number of shares |
|
Share capital value in CHF |
|
Number of shares |
Conditional capital at the end of the period |
|
42,438 |
|
424,384 |
|
42,438 |
|
424,384 |
Authorized capital at the end of the period |
|
42,000 |
|
420,000 |
|
42,000 |
|
420,000 |
Conditional capital of CHF 36,000 (2019/20: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2019/20: CHF 6,438.40) for shares or share options to associates and BoD members of which CHF 0 (2019/20: CHF 0) were exercised in the 2020/21 financial year.
The authorized capital at financial year-end amounts to CHF 42,000 (2019/20: CHF 42,000).
6. Shareholdings of BoD and EC members
As at the reporting date, the individual BoD and EC members (including related parties) held the following numbers of shares in dormakaba Holding AG. None of the BoD and EC members held any options.
Number of shares |
|
Financial year ended 30.06.2021 |
|
Financial year ended 30.06.2020 |
BoD |
|
|
|
|
Birgersson Jens |
|
1,919 |
|
347 |
Brecht-Bergen Stephanie |
|
220,323 |
|
220,156 |
Cadonau Riet 1) |
|
7,015 |
|
5,840 |
Daeniker Daniel |
|
1,854 |
|
1,687 |
Dörig Rolf 2) |
|
2,721 |
|
2,626 |
Dubs-Kuenzle Karina |
|
99,913 |
|
99,746 |
Gummert Hans |
|
929 |
|
762 |
Heppner John |
|
1,117 |
|
919 |
Hess Hans |
|
1,790 |
|
1,623 |
Liu John Y. 3) |
|
72 |
|
|
Mankel Christine |
|
220,533 |
|
220,281 |
Total BoD |
|
558,186 |
|
553,987 |
EC |
|
|
|
|
Berninger Alwin |
|
339 |
|
210 |
Bewick Stephen 4) |
|
312 |
|
199 |
Brinker Bernd |
|
1,964 |
|
1,549 |
Cadonau Riet 1) |
|
|
|
5,840 |
Häberli Andreas |
|
2,530 |
|
2,265 |
Housten Alex |
|
617 |
|
564 |
Kincaid Michael 5) |
|
|
|
1,543 |
Lee Jim-Heng |
|
2,725 |
|
2,329 |
Lichtenberg Jörg 5) |
|
|
|
853 |
Soussan Sabrina 6) |
|
1,233 |
|
|
Zocca Stefano |
|
2,368 |
|
2,145 |
Total EC |
|
12,088 |
|
17,497 |
1) BoD and EC member until 31 March 2021. Effective as of 1 April 2021, he stepped down from his position as EC member and continued his role as BoD Chair. Therefore, he is displayed in both groups for the years of membership.
2) BoD member until 20 October 2020.
3) BoD member as of 20 October 2020.
4) EC member as of 1 January 2020.
5) EC member until 30 June 2020.
6) EC Member as of 1 January 2021 and CEO as of 1 April 2021.
7. Events occurring after the balance sheet date
On 23 August 2021, dormakaba signed an agreement to acquire the Australian Reliance Doors and Best Doors Australia Groups (RELBDA), thus strengthening its position in door automation. The group of companies is a well-established provider in the Australian market with reputable brands for residential garage doors, automatic openers, industrial overhead doors as well as related services. RELBDA has manufacturing sites located in Brisbane, Sydney, Melbourne, and Adelaide. This transaction will allow dormakaba to further diversify and expand its footprint into the residential sector of the Australian market by combining the products to integrated solutions for a seamless home access.
On 2 July 2021, dormakaba signed an agreement to acquire Solus Security Systems Pvt Ltd, a market leader for integrated Electronic Access & Data solutions in India. Based in Bangalore (India) with multiple further locations, Solus provides integrated solutions for Access Control, Time and Attendance, Visitor Management, Vehicle Access and Security, as well as the services required for managing these solutions. The transaction was closed on 15 July 2021.