Notes to the Financial Statements
1. Introduction
The financial statements of Chocoladefabriken Lindt & Sprüngli AG, with registered office in Kilchberg, were prepared in accordance with the Swiss accounting legislation of the Swiss Code of Obligations (CO).
Chocoladefabriken Lindt & Sprüngli AG is presenting consolidated financial statements according to an internationally accepted reporting standard. Therefore, these financial statements and notes do not include additional disclosures, cash flow statement, and management report, according to Art. 961d, paragraph 1 CO.
2. Accounting Policies
Non-current assets
Non-current assets are valued at historical cost less impairment. Intangible assets mainly consist of the intellectual property rights of Russell Stover Chocolates, LLC, acquired in 2014 and amortized over a period of 20 years starting in 2017.
Treasury shares
Treasury shares are recognized at acquisition cost and are presented as a deduction from shareholder’s equity. Upon sale of treasury shares, the realized gain or loss is recognized through the income statement as financial income or financial expense.
Financial liabilities
Financial liabilities are recognized at nominal value. Agios and disagios as well as bond issuance costs are recognized in the income statement.
Dividends and other income from subsidiaries
“Dividend income” resulting from financial investments is recorded upon approval of the dividend distribution at the corresponding subsidiary. “Other income from subsidiaries” mainly consist of license fees, which are recognized at the time the services are provided.
Foreign currency translation
The foreign exchange rates are listed in the notes to the consolidated financial statements. In deviation to the table, transactions in the income statement are booked at the respective month-end rate.
3. Liabilities arising from Guarantees and Pledges in favor of Third Parties
Contingent liabilities as at December 31, 2022, amounted to CHF 338.9 million (CHF 342.2 million in prior year). This figure comprises guarantees against banks related to lending to subsidiaries.
The companies, Chocoladefabriken Lindt & Sprüngli AG, Lindt & Sprüngli (Schweiz) AG, Lindt & Sprüngli Financière AG, Lindt & Sprüngli (International) AG, and Indestro AG together form a Swiss-VAT group. According to Art. 15, paragraph 1, item c of the Swiss Value Added Tax Law and Art. 22, paragraphs 1 and 2 of the Swiss Value Added Tax Ordinance, all members participating in VAT-group taxation are jointly liable for all taxes owed by the VAT group (including interest), which arose during their period of membership.
4. Investments
The investments in subsidiaries are listed in note 1 to the consolidated financial statements.
5. Bonds
The bonds consist of the following tranches:
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|---|---|---|---|---|---|---|---|---|---|---|
CHF million |
|
Interest rate |
|
Interest maturity |
|
Term |
|
Notional amount |
|
Notional amount |
Straight bond |
|
1.00% |
|
October 8 |
|
2014–2024 |
|
250.0 |
|
250.0 |
Straight bond |
|
0.30% |
|
October 6 |
|
2017–2027 |
|
250.0 |
|
250.0 |
Straight bond |
|
0.01% |
|
October 6 |
|
2020–2028 |
|
250.0 |
|
250.0 |
Straight bond |
|
0.25% |
|
October 6 |
|
2020–2032 |
|
250.0 |
|
250.0 |
Total |
|
|
|
|
|
|
|
1,000.0 |
|
1,000.0 |
6. Purchase and Sale of Registered Shares and Participation Certificates
|
|
2022 |
|
2021 |
||||
|---|---|---|---|---|---|---|---|---|
|
|
Registered shares |
|
Participation certificates |
|
Registered shares |
|
Participation certificates |
Inventory as at January 1 |
|
667 |
|
37,570 |
|
377 |
|
– |
Retirements |
|
– 9 |
|
– |
|
– 163 |
|
– |
Share buy-back program |
|
376 |
|
50,544 |
|
453 |
|
37,570 |
Capital decrease (destruction) |
|
– 453 |
|
– 37,570 |
|
– |
|
– |
Inventory as at December 31 |
|
581 |
|
50,544 |
|
667 |
|
37,570 |
|
|
|
|
|
|
|
|
|
Average sales price of retirements (CHF) |
|
100,299 |
|
– |
|
89,054 |
|
– |
Average cost of share buy-back program (CHF) |
|
104,752 |
|
10,204 |
|
106,203 |
|
10,560 |
Average cost of capital decrease (CHF) |
|
106,203 |
|
10,560 |
|
– |
|
– |
7. Reserves
|
|
Reserves from capital contribution |
|
Special reserves |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
CHF thousand |
|
Requested |
|
Approved |
|
Not approved1 |
|
Share buy-back program2 |
|
Total |
|
Total |
||||||
Balance as at January 1, 2021 |
|
87,730 |
|
2,307 |
|
16,881 |
|
– |
|
106,918 |
|
722,706 |
||||||
FTA approval March 24, 2021 |
|
– 87,730 |
|
87,710 |
|
20 |
|
– |
|
– |
|
– 20 |
||||||
Proposed dividend distribution |
|
– |
|
– 88,548 |
|
– |
|
– |
|
– 88,548 |
|
– |
||||||
Undistributed dividends on own registered shares and participation certificates |
|
– |
|
134 |
|
– |
|
– |
|
134 |
|
– |
||||||
Options exercised from January 1 to May 5, 2021 |
|
– |
|
– 182 |
|
– |
|
– |
|
– 182 |
|
– |
||||||
Reserve from retained earnings |
|
– |
|
– |
|
– |
|
– |
|
– |
|
20,000 |
||||||
Additions during the year |
|
– |
|
|
|
1,463 |
|
118,972 |
|
120,435 |
|
– 1,463 |
||||||
Reclassification2 |
|
– |
|
– 1,421 |
|
– |
|
1,421 |
|
– |
|
– |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2021 |
|
– |
|
– |
|
18,364 |
|
120,393 |
|
138,757 |
|
741,223 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cancellation of shares |
|
– |
|
– |
|
– |
|
– 94,242 |
|
– 94,242 |
|
– 348,432 |
||||||
Reserve from retained earnings |
|
– |
|
– |
|
– |
|
– |
|
– |
|
80,000 |
||||||
Additions during the year |
|
– |
|
– |
|
1,017 |
|
82,599 |
|
83,616 |
|
– 1,017 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as at December 31, 2022 |
|
– |
|
– |
|
19,381 |
|
108,750 |
|
128,131 |
|
471,774 |
||||||
|
||||||||||||||||||
8. Mandatory Disclosure of Interest Positions
As of December 31, 2022, Chocoladefabriken Lindt & Sprüngli AG disclosed the following shareholders known to the Company (in accordance with Art. 663c CO and the articles of association), which own voting shares of more than 4%: BlackRock Inc. held 4.49% of the Company’s shares (4.47% in prior year). Fonds für Pensionsergänzungen of Chocoladefabriken Lindt & Sprüngli AG, Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli AG, Lindt Cocoa Foundation and Lindt Chocolate Competence Foundation held as a group 20.68% of the voting rights of the Company (20.61% in prior year).
The participation of the Board of Directors and Group Management as at December 31, according to Art. 663c CO is as follows:
|
|
|
|
Number of registered shares (RS) |
|
Number of participation certificates (PC) |
|
Number of options |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||
E. Tanner |
|
Executive Chairman |
|
3,067 |
|
3,067 |
|
9,796 |
|
8,327 |
|
– |
|
2,500 |
||||
A. Bulgheroni |
|
Member of the Board |
|
1,000 |
|
1,000 |
|
295 |
|
295 |
|
– |
|
– |
||||
Dkfm E. Gürtler |
|
Member of the Board |
|
1 |
|
1 |
|
50 |
|
50 |
|
– |
|
– |
||||
Dr R. K. Sprüngli |
|
Member of the Board |
|
1,090 |
|
1,092 |
|
– |
|
– |
|
– |
|
– |
||||
Dr T. Rinderknecht |
|
Member of the Board |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
||||
S. Denz |
|
Member of the Board |
|
11 |
|
11 |
|
– |
|
– |
|
– |
|
– |
||||
Dr D. Weisskopf |
|
Member of the Board |
|
5 |
|
5 |
|
2,013 |
|
3,000 |
|
8,500 |
|
8,350 |
||||
Dr A. Lechner |
|
Group Management |
|
7 |
|
7 |
|
56 |
|
56 |
|
5,700 |
|
4,700 |
||||
R. Fallegger |
|
Group Management |
|
25 |
|
25 |
|
950 |
|
850 |
|
4,750 |
|
3,950 |
||||
A. Germiquet |
|
Group Management |
|
7 |
|
7 |
|
500 |
|
500 |
|
3,690 |
|
4,222 |
||||
M. Hug |
|
Group Management |
|
6 |
|
6 |
|
– |
|
– |
|
4,650 |
|
3,850 |
||||
G. Steiner |
|
Group Management |
|
3 |
|
2 |
|
– |
|
– |
|
4,110 |
|
3,730 |
||||
Dr J. Picenoni |
|
Group Management |
|
1 |
|
1 |
|
– |
|
– |
|
2,950 |
|
2,350 |
||||
D. Studer1 |
|
Group Management |
|
1 |
|
– |
|
– |
|
– |
|
1,895 |
|
– |
||||
Total |
|
|
|
5,224 |
|
5,224 |
|
13,660 |
|
13,078 |
|
36,245 |
|
33,652 |
||||
|
||||||||||||||||||
Employees were granted 6,940 options in the reporting year (previous year 0). The value of these options, calculated using the binomial model, amounts to CHF 5,858,609.
All other disclosures relating to the remuneration of the Board of Directors and Group Management are provided in the Compensation Report.
9. Number of Employees
The members of the Group Management and other employees have been under contract with Chocoladefabriken Lindt & Sprüngli AG since January 1, 2022. For this reason, the number of employees increased to 14.5 full-time equivalents. (0 in prior year).