CalIdaHolding - CALIDA Group

Transcription

CalIdaHolding
annual report 2014
This annual report may include forward-looking statements based on current assumptions and forecasts of Executive
Management of CalIda Holding aG. Various known or unknown risks, uncertainty or other factors mean that the actual
results, financial position, development or performance of the Company may differ significantly from the estimates made
here. CalIda Holding aG assumes no obligation of any kind to update forward-looking statements or to adjust them to
reflect future events or developments.
CalIda Holding aG publishes its annual report in German and English. The German version is binding.
CalIda in the reporting period
4
CalIda at a glance
9
Consolidated financial statements 2014 CalIda Group
13
Financial statements 2014 CalIda Holding aG
58
Remuneration report 2014
65
Corporate governance report 2014
71
dear shareholders,
CalIda fully consolidated the laFUMa Group for the first
time in the fiscal year 2014 following completion of the majority takeover prior to year-end. The CalIda Group has
grown substantially as a result of the acquisition and is in
good shape. although the traditional brands CalIda and
aUBadE were, as expected, unable to match the excellent
sales and income figures of the prior year, the CalIda Group
still managed to generate strong growth in the fiscal year
2014 thanks to the above-plan development of all three divisions in the newly acquired laFUMa Group. We thus
managed to turn around the loss-making laFUMa Group
more quickly than envisaged when we made the takeover.
The key financial performance indicators developed as follows in the fiscal year 2014:
– Net sales doubled from CHF 206.4 million to CHF 412.4
million (up 99.8 percent).
– after all non-recurring expenses, the operating result
increased by 29.4 percent from CHF 21.0 million to
CHF 27.2 million; return on sales came to 6.6 percent
(prior year 10.2 percent).
– Net income increased by 123.1 percent from CHF 10.6
million to CHF 23.6 million.
– at CHF 19.5 million (prior year CHF 19.7 million) and CHF
31.2 million (prior year CHF 34.7 million), respectively,
cash flow from operating activities and net liquidity remain
more or less unchanged, despite the cash outflow for
laFUMa restructuring (CHF 10.5 million).
– The equity ratio increased from 49.2 percent to 53.8 percent.
Following a strong first half year, which saw sales grow by
1.5 percent, consumer demand tailed off in the second half.
Overall and adjusted for currency effects, a very modest increase of 0.6 percent was reported at year-end. like-for-like
growth of 2.2 percent was generated in our own stores,
while direct internet sales increased by 71.9 percent to
CHF 2.4 million and outlet store sales were up 11.3 percent
to CHF 10.9 million. The positive development of our own
sales channels compensated for a further slowdown in
wholesale. The wholesale business with retailers and department stores once again declined in the reporting period.
Traditional retail sales were stable in the CalIda brand’s key
markets, Switzerland and Germany, where over 80% of sales
are generated. department store sales dropped, however.
The export markets exhibited steady development.
The CalIda brand’s activities in the reporting period focused
on updating and modernising the collections, which are
aligned to changing consumer needs on an ongoing basis,
always bearing in mind our promise to deliver high quality
materials, fit and production. despite intense cost pressure,
we permanently strive to offer value for money.
The positive development of sales through our own distribution channels and the exceptional operating result confirm
that the CalIda brand is on the right track.
AUBADE Division
Going forward, the CalIda Group is thus well equipped
both financially and from an operational perspective to defend and expand on its position in the extremely competitive
markets in which it operates.
after five years’ solid growth (from EUR 39.6 million in 2009
to EUR 55.0 million in the prior year), aUBadE’s sales slipped
slightly in the reporting period 2014, with a 2.0 percent decrease to EUR 53.9 million.
There were considerable differences in the business development and operational focus of the five divisions in the reporting year.
This is mainly attributable to the weak consumer environment in the primary market, France, and in the major export
markets of Europe and Japan. Our own direct sales channels
generated like-for-like growth (of 0.6 percent with aUBadE
boutiques, 10.8 percent with outlets and 47.3 percent with
direct internet sales) and proved to be an important stabilising influence on sales. This development was not enough to
compensate entirely for the fall in wholesale sales, however.
CALIDA Division
With sales essentially unchanged at CHF 137.8 million (prior
year CHF 138.7 million) and the contribution to profit once
again extremely solid, the CalIda brand business remains
the major supporting pillar of the CalIda Group.
4
Wholesale sales were down equally in France and the export
markets as a result of structural factors. Specialist stores have
been losing ground for many years and we have to focus
consistently on direct sales to our customers. Retail, outlet
and internet sales channels already account for 41.9 percent
of aUBadE sales.
direct sales channels already account for around 22.7 percent
of sales, they are underperforming in terms of efficiency and
profitability.
The profitability of the retail business has been an important
operating focus at aUBadE in recent years, and the brand
has virtually reached the desired level at its French stores
thanks to ongoing optimisation of the inventory control system, training of sales staff and targeted marketing measures.
There is also room for improvement in product procurement.
The MIllET Mountain Group operates three production
plants of its own in Hungary, Tunisia and China, all of which
exhibit considerable potential for optimisation.
In contrast, development on the international markets outside of France is less than satisfactory in both the wholesale
business and at our own boutiques.
The dominating strategic issue for the coming years, then,
will be the internationalisation of the aUBadE brand – driven
by collection development, marketing and sales measures.
MILLET Mountain Group
The MIllET Mountain Group captures the three brands MIllET, EIdER and laFUMa Outdoor. Overall, the division
generated sales of EUR 109.8 million (prior year EUR 122.7
million), with the MIllET brand suffering a slight fall to EUR
59.1 million (prior year EUR 60.4 million) and EIdER enjoying
modest growth to EUR 22.6 million (prior year EUR 21.8
million). laFUMa Outdoor saw sales plummet, shrinking
33.4 percent to EUR 25.6 million (prior year EUR 38.7 million).
The sales development of the three brands in the MIllET
Mountain Group, which are managed by a single team in
annecy for the first time in 2014, matches our strategy and
expectations. The MIllET Mountain Group made a clearly
positive contribution to profit and exceeded the budget. The
main focus of the reporting year was on integrating the three
brands into the CalIda Group, realigning the management
team and repositioning the laFUMa Outdoor brand, which
had previously been loss-making.
While the organisational and structural changes for the MIllET Mountain Group were completed in France at the end of
2014, there are still major projects to be tackled internationally. The MIllET Mountain Group currently consists of many
operating entities in the foreign markets and the structure
needs to be simplified and centralised.
The retail, outlet and internet business will also be a key area
of focus for this division in the future. although these three
asia will prove vital to the division’s future market development. The region already contributes around 20 percent to
sales – a strong basis for further expanding our presence in
this growth market.
FURNITURE Division
The FURNITURE division manufactures camping and garden
furniture in the mid-price segment. Previously integrated in
the laFUMa brand organisation, its first year as an independent division has been extremely efficient. Sales in the
reporting period increased by 1.5 percent to EUR 32.6 million
and the contribution was solid.
Extremely positive is the fact that the FURNITURE division
saw significant growth in the export markets in particular,
which made up for a slight decrease in sales in the weak
economic environment of its home market France.
It is also encouraging to see that sales growth was coupled
with margin growth.
Over the next few years, the development focus for the
FURNITURE division will be on developing innovative products, expanding export markets and tapping into new market
segments.
OXBOW Division
The surf and snowboard brand OXBOW has seen sales tumble over the past years, falling dramatically from EUR 78
million in 2008 to EUR 29.8 million in 2014. Compared to the
prior year, the drop came to 23.3 percent (prior year EUR
38.8 million). The collapse in the global surf and snowboard
market was the main factor driving this negative development. after riding a growth wave for many years, the surf
industry crashed in 2008.
The sales decline in the reporting period is not only attribut-
5
able to the weak market, however, but the result of a strategic change following the takeover by the CalIda Group. In
recent years, OXBOW has offered trade customers huge
price discounts and other special conditions to curb falling
sales. These measures were not successful in stabilising sales
and margins slipped even further as a result. Thanks to a return to normalised market conditions as well as structural
adjustments made in the prior year, OXBOW reported a
positive contribution for the first time in years in the reporting period.
The task now is to develop the brand across all available sales
channels (wholesale, retail, outlet and internet). In France,
and indeed internationally, OXBOW enjoys extremely high
brand recognition and this is something we can build on.
Group Management
The acquisition (increase to 59.9 percent of voting and participation rights) was a major step in the Group’s growth and
the subsequent integration of the laFUMa Group has demanded strengthening and realignment of Group Management. This led first and foremost to stricter segregation of
Group functions and operational responsibility at divisional
level as well as recruitment of new Management members.
The General Managers, who lead and take responsibility for
their divisions, report directly to the CEO. The other members of Group Management assume functional responsibility
for a given business area across all divisions.
In the reporting period, the work of Group Management
focused mainly on:
– developing and rolling out Group-wide consolidation software
– Converging reporting and accounting processes
– Managing the operating aspects of the laFUMa Group
restructuring
– Realigning the Management Team into the three divisions
of the laFUMa Group
– defining a development strategy for brands and divisions
of the laFUMa Group
– aligning CalIda brand management
– Internationalising the aUBadE brand
outlook
The year 2015 started with the Swiss National Bank’s surprise
decision in mid-January to abandon the minimum CHF/EUR
6
exchange rate of 1.20. The CalIda Group faces major challenges in the coming year in light of the massive appreciation
of the Swiss franc and considerable depreciation of the euro
against the US dollar, coupled with growing economic weakness (especially in southern Europe and France).
The Group is affected in several ways: in its home market,
Switzerland, sales are likely to fall if Swiss consumers increasingly opt to spend in neighbouring countries, as was the case
three years ago. In addition, lower costs in euro (production
in Hungary) will only make a small contribution towards
compensating for the CalIda brand’s costs in Swiss francs,
i.e. most of them (materials, administrative expenses, operating expenses). There is only little scope for increasing sales
prices in the euro zone, and adjustment would inevitable involve a delay.
Overall, the CalIda Group generates around 75 percent of
its sales and income in euro. Translated into Swiss francs,
both indicators will be much lower from mid-January this
year, depending of course on how the euro exchange rate
develops.
The exchange rate with the US dollar will also have a considerable impact. The MIllET Mountain Group and OXBOW
both incur the majority of their production and procurement
costs in US dollars, while sales are mainly (MIllET Mountain
Group) or even exclusively (OXBOW) generated in euro.
despite currency hedges, the Group’s earning power will be
affected in 2015 and further in 2016 as the euro weakens
against the US dollar.
The CalIda Group will respond quickly to these negative
external influences and adjust cost structures wherever possible. The Group’s brands are firmly embedded with trade
and private consumers, which, coupled with a solid operating
structure, will help support the Group’s earning power. We
still expect income for the fiscal year 2015 to fall considerably, however.
We thank you, our valued shareholders, for the trust and
confidence you place in us.
dr Thomas lustenberger
Chairman of the Board
Felix Sulzberger
Chief Executive Officer
CalIda at a glance
selected KPis
(in CHF million except employees)
2014
2013 1)
2012
2011
Gross sales
as a % of prior-year figure
423.9
200.9%
211.0
103.9%
203.1
98.5%
206.2
96.6%
213.4
100.2%
Net sales
as a % of prior-year figure
412.4
199.8%
206.4
103.8%
198.9
99.6%
193.6
96.0%
201.6
101.0%
operating result (eBit) before exceptional items
as a % of net sales
27.2
6.6%
23.4
11.3%
22.2
11.2%
24.7
12.7%
24.6
12.2%
operating result (eBit)
as a % of net sales
27.2
6.6%
21.0
10.2%
27.2
13.7%
24.7
12.7%
24.6
12.2%
Net income
as a % of net sales
23.6
5.7%
10.6
5.1%
20.6
10.4%
22.9
11.8%
20.9
10.4%
63.2
75.2
73.9
43.1
37.9
–10.7
–21.3
–32.0
–23.3
–17.2
–40.5
–
–
–
–0.3
–5.5
–5.8
–
–
–
31.2
34.7
73.9
37.3
37.9
19.5
4.7%
19.7
9.5%
28.6
14.4%
22.8
11.8%
21.9
10.9%
–5.2
–1.3%
–16.7
–8.1%
37.9
19.1 %
–3.5
–1.8 %
11.9
5.9 %
7.0
8.8
3.1
13.4
21.2
4.6
1.5
8.0
–
6.2
3.8
7.6
–
16.7
5.5
6.0
–
3.6
3.8
6.6
181.8
337.8
53.8%
13.6%
166.8 2)
338.9
49.2%
7.0%
133.1
173.4
76.8%
16.3%
119.2
163.8
72.8%
20.9%
99.8
139.3
71.6%
22.4%
3’007
3’116
1’586
1’490
1’376
liquidity
Current financial liabilities
Non-current financial liabilities
Gross debt
Net liquidity
operating cash flow
as a % of net sales
free cash flow
as a % of net sales
Investments in Group companies and associates
Investments in fixed assets
Investments in intangible assets
depreciation/amortisation/impairment
Shareholders’ equity (including non-controlling interests)
Total assets
equity ratio
Return on equity
headcount as at 31 december
1)
2)
2010
The provisional purchase price allocation for the acquisition of the laFUMa Group has been adjusted.
Non-controlling interests adjusted to reflect their 40.1% shareholding in laFUMa following completion of the mandatory takeoverbid in January 2014.
9
CalIda at a glance
Key share figures
Number of registered shares with a par value of
CHF 2.10 each 3)
less treasury shares as at 31 december
Shares with dividend rights as at 31 december
Outstanding options
Nominal capital
(in CHF)
2014
2013 1)
2012
2011
2010 2)
8’053’437
7’995’380
7’945’380
7’920’380
7’705’180
–2’200
8’051’237
–2’200
7’993’180
–2’200
7’943’180
–3’956
7’916’424
–
7’705’180
153’943
144’000
164’000
154’000
347’600
16’912’218 16’790’298 16’685’298 16’632’798 16’180’878
Key figures per registered share
(average number; in CHF)
Gross sales
Net sales
Operating result (EBIT)
before exceptional items
basic
diluted
Operating result (EBIT)
basic
diluted
Net income/(loss)
basic
diluted
Equity (book value per share)
dividend per registered share 4)
52.85
51.41
26.89
26.33
25.59
25.06
26.20
24.60
27.81
26.28
3.39
3.38
2.93
2.92
2.79
2.78
3.13
3.12
3.21
3.18
3.39
3.38
2.74
2.74
22.66
0.80
2.63
2.63
1.36
1.36
20.90
0.80
3.43
3.41
2.59
2.58
16.77
0.80
3.13
3.12
2.91
2.90
15.15
0.80
3.21
3.18
2.73
2.70
13.00
0.80
stock market prices
(in CHF)
Highest
lowest
Year-end
39.15
28.40
36.85
29.95
22.30
28.15
29.95
22.70
25.45
32.50
23.50
27.95
28.00
15.65
28.00
market capitalisation
(in CHF million)
Highest
lowest
Year-end
315.2
227.1
296.8
238.0
178.3
225.0
237.2
180.4
202.2
257.2
186.0
221.4
215.7
118.5
215.7
Highest
lowest
Year-end
13.4
1.6
0.7
2.0%
2.8%
2.2%
21.6
1.4
1.0
2.7%
3.6%
2.8%
9.8
1.5
1.0
2.7%
3.5%
3.1%
9.6
1.8
1.1
2.5%
3.4%
2.9%
10.3
2.2
1.0
2.9%
5.1%
2.9%
29.2%
58.8%
30.8%
27.5%
29.3%
Price/earnings ratio
Price/book value ratio
Price/sales ratio
dividend yield
dividend payout ratio
1)
2)
3)
4)
The provisional purchase price allocation for the acquisition of the laFUMa Group has been adjusted.
Comparative figures restated to reflect the 1:20 share split.
Par value reduced from CHF 2.50 to CHF 2.10 in 2010.
2014: Proposal of the Board of directors to the General Meeting.
10
CalIda at a glance
consolidated income statement in accordance with the nature of expense method
2014
2013
1)
Change
Gross sales
423’936
210’984
+100.9%
Net sales
412’381
206’387
+99.8 %
Gross profit
as a % of net sales
228’052
55.3%
131’432
63.7 %
+73.5 %
operating expenses
as a % of net sales
–200’847
–48.7%
–108’070
–52.4 %
+85.8%
23’362
11.3 %
+16.4%
operating expenses (eBit) before exceptional items
as a % of net sales
Non-recurring effects
27’205
6.6%
–
–2’338
27’205
6.6%
21’024
10.2 %
718
–
927
–8’448
earnings before tax
as a % of net sales
27’923
6.8%
13’503
6.5 %
income taxes
–4’291
–2’910
Net income
as a % of net sales
23’632
5.7%
10’593
5.1 %
operating result (eBit)
as a % of net sales
financial result, net
Share of losses of an associate
1)
+29.4%
laFUMa Group fully consolidated from 23 december 2013 – net impact of CHF –0.2m considered in the operating result (EBIT).
11
Consolidated financial statements 2014
CalIda Group
Group statement of financial position
as at 31 december
in CHF 1’000
Note
2014
2013
1)
(restated)
Cash and cash equivalents
Trade accounts receivable
Other current receivables
Current financial assets
Inventories
Current tax assets
Prepaid expenses and accrued income
current assets
1
2
3
7
4
63’224
47’543
18’225
1’957
86’003
4’346
3’894
225’192
75’157
46’974
14’469
7
80’366
4’298
4’408
225’679
Property, plant and equipment
Intangible assets
Non-current financial assets
Other non-current assets
deferred tax assets
Non-current assets
5
6
7
19
13
25’383
73’786
6’193
366
6’848
112’546
27’900
79’767
6’038
658
3’411
117’774
337’768
343’453
10’732
36’169
31’303
–
3’421
12’389
15’586
109’600
23’314
34’518
33’608
20’342
1’016
20’805
18’154
151’757
21’318
9’664
6’387
9’034
46’403
17’154
1’427
7’108
7’951
33’640
liabilities
156’003
185’397
Share capital
Treasury shares
Reserves
equity held by shareholders of calida holding aG
Non-controlling interests 2)
shareholders’ equity
16’912
–53
130’814
147’673
34’092
181’765
16’790
–53
122’584
139’321
18’735
158’056
337’768
343’453
assets
Current financial liabilities
Trade accounts payable
Other current liabilities
Current liability from mandatory takeover bid for laFUMa
Current tax liabilities
Current provisions
accrued expenses and deferred income
current liabilities
Other non-current liabilities
deferred tax liabilities
Non-current provisions
Non-current liabilities
shaReholdeRs’ eQUitY aNd liaBilities
1)
2)
8
9
10
2)
12
11
8
19
12
13
15
14
during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further detail, please refer to the
section “acquisition of the laFUMa Group in the reporting period 2013”.
an amount of CHF 7 million was used to acquire shares under the mandatory takeover bid until its expiry in January 2014, compared to the potential liability of CHF 20.3 million recorded as at 31 december 2013, and adjusted non-controlling interests amounted to CHF 27.4 million instead of the reported
CHF 18.7 million.
The accounting policies and notes on pages 19 to 55 are an integral component of these consolidated financial statements.
13
CalIda Group
Group income statement
1 January – 31 december
in CHF 1’000
2014
2013
412’381
206’387
64
3’102
–
–
998
1’033
415’547
208’418
–163’008
–119’674
–91’977
–13’412
–271
–388’342
–62’554
–65’639
–51’117
–7’959
–125
–187’394
27’205
21’024
117
–1’236
1’837
718
180
–224
971
927
–
–8’448
27’923
13’503
–4’291
–2’910
Net income
23’632
10’593
attributable to:
Shareholders of CalIda Holding aG
Non-controlling interests
21’999
1’633
10’863
–270
2.74
2.74
1.36
1.36
Net sales
Note
18
Gain on the disposal of non-current assets
Other operating income
Other operating income generated from an associate
operating income
Cost of goods sold and third-party services
Personnel expenses
Other operating expenses
depreciation/amortisation
loss on the disposal of non-current assets
operating expenses
19
21
22
operating result
Financial income
Financial expenses
Exchange differences
financial result, net
23
23
23
earnings before tax
Income taxes
Earnings per registered share in CHF
diluted earnings per registered share in CHF
14
13
24
24
CalIda Group
Statement of comprehensive income
in CHF 1’000
2014
2013
Net income
23’632
10’593
items that might be reclassified to profit or loss, after tax
Exchange differences recognised in other comprehensive income
Hedge accounting
–3’369
2’260
–153
–
items that cannot be reclassified to profit or loss, after tax
Remeasurements of the net defined benefit liability (asset)
Share of other comprehensive income of an associate
–7’610
–
870
–2
total other comprehensive income
–8’719
715
total comprehensive income
14’913
11’308
attributable to:
Shareholders of CalIda Holding aG
Non-controlling interests
13’209
1’704
11’578
–270
15
CalIda Group
1 January 2013
Net income
Other comprehensive income
Comprehensive income
dividend from capital
contribution reserve
Capital increase 2)
Share-based payments 3)
Tax effect of share-based
payments 4)
Change in scope of consolidation
(restated) 1)
31 december 2013 (restated) 1))
Net income
Other comprehensive income
Comprehensive income
dividend from capital
contribution reserve
Capital increase 2)
Capital contribution from
non-controlling interests
Change in non-controlling
interests
Share-based payments 3)
Tax effect of share-based
payments 4)
31 december 2014
1)
2)
3)
4)
Non-controlling
interests
equity held by the
shareholders of
calida holding aG
in CHF 1’000
Reserves
Exchange differences
Retained earnings
Capital reserves
treasury shares
share capital
Group statement of changes in shareholders’ equity
16’685
–53
17’452
114’743
–15’741
116’454
133’086
–
133’086
–
–
–
–
–
–
–
–
–
10’863
868
11’731
–
–153
–153
10’863
715
11’578
10’863
715
11’578
–270
–
–270
10’593
715
11’308
–
105
–
–
–
–
–6’393
480
280
–
–
–
–
–
–
–6’393
480
280
–6’393
585
280
–
–
–
–6’393
585
280
–
–
185
–
–
185
185
–
185
–
16’790
–
–53
–
12’004
–
126’474
–
–15’894
–
122’584
–
139’321
19’005
18’735
19’005
158’056
–
–
–
–
–
–
–
–
–
21’999
–6’029
15’970
–
–2’761
–2’761
21’999
–8’790
13’209
21’999
–8’790
13’209
1’633
71
1’704
23’632
–8’719
14’913
–
122
–
–
–6’417
1’219
–
–
–
–
–6’417
1’219
–6’417
1’341
–
–
–6’417
1’341
–
–
–
–
–
–
–
4’965
4’965
–
–
–
–
–
372
–
–
–
–
–
372
–
372
8’688
–
8’688
372
–
16’912
–
–53
–153
7’025
–
142’444
–
–18’655
–153
130’814
–153
147’673
–
34’092
–153
181’765
during the reporting period adjustments were made to the provisional purchase price allocation of laFUMa Group. For further details, please refer to the
See note 14.
See note 20.
See note 13.
Reserves include legal reserves of CHF 13’798 (2013: CHF 13’798) which cannot be distributed to shareholders.
16
CalIda Group
Group statement of cash flows
in CHF 1’000
Note
Net income
adjustments for non-cash items
– Income taxes
– depreciation and amortisation
– Share-based payments
– adjustment to defined benefit cost
– loss on disposal of non-current assets
– Financial result, net
– Share of losses of an associate
Change in net working capital and provisions
– Restructuring provisions
– Other provisions
– Changes in inventories
– Changes in trade accounts receivable
– Changes in other current assets
– Changes in current liabilities
Taxes paid
cash flow from operating activities (a)
Interest received
acquisition of shares in an associate
loans granted to an associate
acquisition of Group companies
Investments in property, plant and equipment
Investments in intangible assets
Sale of non-current assets
loans granted to an associate
Repayment of loans granted
cash flow from investing activities (B)
Interest paid
Proceeds from borrowings from banks
Repayment of borrowings from banks/bonds
Repayment of borrowings from non-controlling interests
dividend from capital contribution reserve (C)
Options exercised from share-based payment plans
Capital contributions from non-controlling interests
cash flow from financing activities
13
22
20
5
6
14
Impact of exchange rate fluctuations on cash and cash equivalents
change in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
cash and cash equivalents at the end of the year
Free Cashflow (a + B + C)
1)
1
2014
2013
(restated) 1)
23’632
10’593
4’291
13’412
372
–17
271
–762
2’910
7’959
280
–7
125
–927
–
8’448
–10’234
1’461
–6’822
–1’395
1’965
–3’411
–3’312
19’451
141
–
–
–7’039
–8’803
–3’126
867
–637
384
–18’213
–1’159
11’185
–13’016
–5’595
–6’417
1’341
1’343
–12’318
–4’068
500
–2’562
811
1’741
808
–6’893
19’718
137
–17’533
–3’065
–3’624
–4’556
–1’516
232
–220
107
–30’038
–185
17’154
–
–
–6’393
585
–
11’161
–853
–11’933
441
1’282
75’157
63’224
73’875
75’157
–5’179
–16’713
CalIda has challenged the presentation of the statement of cash flows and has defined net income as starting point (prior years: operating result). The
comparable figures were adjusted accordingly. This change in presentation results in adjusted reconciling items from net income to cash flow from operating activities. The cash flow from operating activities remains unchanged.
17
CalIda Group
Notes to the consolidated financial statements
The figures in the notes to the consolidated financial statements are presented thousand Swiss francs (CHF k) unless indicated
otherwise (information on share and option prices, dividends and earnings per share are presented in CHF).
Business
The CalIda Group is a global player specialising in clothing with its brands CalIda, aUBadE, MIllET, EIdER, laFUMa Outdoor,
laFUMa Mobilier and OXBOW.
The CalIda and aUBadE brands make the CalIda Group one of the world’s leading providers of high-quality underwear,
nightwear and luxury lingerie. CalIda and aUBadE are sold in around 70 countries via high-end specialty retailers, upmarket
department stores and our own CalIda stores and aUBadE boutiques.
The CalIda Group’s specialist brands for quality outdoor equipment are MIllET, EIdER, laFUMa Outdoor, laFUMa Mobilier
and OXBOW. drawing on their rich tradition, the companies behind these brands develop products for ambitious alpinists and
mountaineers, discerning hikers and excursionists and style-conscious hobby and garden enthusiasts.
The CalIda Group is headquartered in Oberkirch (Switzerland) and has around 3’000 employees in total.
accounting policies
General
These consolidated financial statements of the CalIda Group were prepared in accordance with the International Financial Reporting Standards (IFRSs) and Swiss law. The historical cost principle is applied, except for derivative financial instruments which
are measured at fair value.
changes in accounting policies
The International accounting Standard Board (IaSB) issued a new interpretation and revised or amended various existing International accounting Standards (IaSs) and International Financial Reporting Standards (IFRSs).
The following changes, amendments and revisions are applicable for the CalIda Group from the reporting period 2014 onwards:
IaS 32
Offsetting Financial assets and Financial liabilities
IaS 39
Novation of derivatives and Continuation of Hedge accounting
IFRS 10, IFRS 12, IaS 27 Investment Entities
IFRIC 21
levies
The individual changes did not have any material impact on the consolidated financial statements of the CalIda Group.
The IaSB has published new and amended standards and interpretations. The following changes are potentially relevant and
applicable for reporting periods from 2015 onwards:
Standard
IaS 19
IFRS 15
IFRS 9
annual improvements
process
1)
2)
description
Effective date
adoption planned
defined Benefit Plans: Employee Contributions 1 July 2014
2015 1)
Revenue from Contracts with Customers
1 January 2017
2017 2)
Financial Instruments
1 January 2018
2018 2)
Collective standard with amendments to various IFRS standards with the primary goal of eliminating
inconsistencies and clarifying terminology 1)
No material impact is expected on the financial position or performance of the CalIda Group.
The impact on the consolidated financial statements cannot yet be accurately determined.
19
CalIda Group
consolidation principles
The consolidated financial statements are prepared based on the financial statements of CalIda Holding aG and its subsidiaries,
all of which are prepared in accordance with uniform accounting principles.
The consolidated financial statements of the CalIda Group include all companies in which the Group holds more than 50% of
voting rights, or which it controls in some other way. Newly acquired companies are consolidated from the date that control is
obtained. The acquisition method is applied.
For each business combination, the non-controlling interest in the acquiree is measured either at fair value or at the proportionate
share of the acquiree’s identifiable net assets.
In business combinations, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at fair value on
the acquisition date. The acquisition method requires goodwill to be measured, recognised and subsequently tested for impairment. an impairment loss is recognised for any permanent impairment. a bargain purchase, which arises when the fair value of
the identified net assets exceeds the consideration transferred on the acquisition date, is recorded directly in the income statement.
all intercompany transactions, profits and balances are eliminated for consolidation purposes.
associated companies over which the Group has significant influence (generally entities in which it holds more than 20% of the
voting rights but not more than 50%), are recognised in accordance with the equity method.
Investments in associates are initially recorded at cost, including any goodwill upon acquisition. Subsequently, the carrying amount
is adjusted to reflect the CalIda Group’s interest in the associate’s equity.
measurement principles
foreign currency translations
The annual financial statements of foreign subsidiaries are prepared in the respective local currency, which is also the functional
currency of the subsidiary in question. They are translated into Swiss francs for consolidation purposes as follows: statement of
financial position at year-end rates, income statement and statement of cash flows at average rates over the reporting period.
Exchange differences resulting from this principle, as well as those arising from the translation of intercompany equity-like loans,
are recorded in other comprehensive income. Once the Group loses control over a subsidiary, the cumulative currency translation
differences are recycled from other comprehensive income to profit or loss.
Other exchange differences, including those from foreign currency positions and transactions relating to normal business activities,
are posted through the income statement.
Goodwill and fair value adjustments of assets and liabilities in connection with acquisitions of foreign subsidiaries are treated as
assets and liabilities of this foreign operation and translated into Swiss francs at the rate prevailing on the reporting date.
Exchange rates at year-end:
EUR
USd
HUF
GBP
TNd
JPY
HKd
CNY
20
Unit
1
1
100
1
1
100
1
1
2014
1.2029
0.9896
0.3937
1.5372
0.5325
0.8251
0.1276
0.1612
2013
1.2259
0.8905
0.4261
1.4684
0.5435
0.8471
0.1146
0.1468
CalIda Group
average exchange rates for the year:
EUR
USd
HUF
GBP
TNd
JPY
HKd
CNY
Unit
1
1
100
1
1
100
1
1
2014
1.2148
0.9154
0.4060
1.5071
0.5411
0.8660
0.1181
0.1490
2013
1.2259
0.9272
0.4280
1.4500
0.5726
0.8836
0.1160
1.1480
fair value
Fair value is the price that would be received to sell and asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.
Fair value is determined based on observable market prices or on using generally accepted valuation methods such as option price
models or the discounted cash flow method.
Statement of financial position
cash and cash equivalents
Cash and cash equivalents consist of cash in hand, bank balances, time deposits and sight funds which are held at banks or similar institutions and have an original term to maturity of less than three months. Positions are measured at nominal values.
trade accounts receivable and other current receivables
Trade accounts receivable and other current receivables are measured at the original invoice amount less any necessary allowances.
Besides specific valuation allowances for known risks to the receivables, general allowances are recognised basing on past experience and on the receivables’ ageing structure.
The allowance account for receivables is carried separately and reflects the difference between the carrying amount of the receivables and the present value of the future expected cash flows from the transaction. a receivable is offset against the allowance
amount only if it is no longer recoverable. Changes in the allowance account are recorded within sales and marketing expenses.
inventories
Inventories comprise raw materials, semi-finished and finished goods and merchandise. Inventories are measured at the lower of
cost and net realisable value.
Raw materials are measured at cost price using the weighted average cost method. Semi-finished and finished goods produced
internally are measured at production cost and merchandise at cost price. Production cost includes the entire cost of material,
manufacturing costs and the proportional share of fixed production overheads.
Outmoded and unsaleable goods are written down to their net realisable value. Net realisable value is the estimated selling price
less the costs of completion and the costs necessary to make the sale. It is calculated using a range of coverage analysis for standard products. Seasonal effects are considered for fashion items.
Unrealised profits from intercompany transactions are eliminated.
land is recognised at cost. Buildings, machines, vehicles and plant facilities are recorded at cost less accumulated depreciation and
impairment. depreciation is recognised on a straight-line basis over the estimated useful lives of the assets as follows:
21
CalIda Group
Buildings
Fixtures and fittings
Machinery
IT equipment and operating software
Vehicles
Furniture
Store fittings
Useful life in years
5–40
5–12
5–10
3–5
4–5
3–10
3
Residual values, useful lives and the depreciation method used are reviewed and adjusted as necessary at year-end. Impairment
losses are recorded where necessary.
The Group has not entered into any finance leases. Maintenance and repair costs are expensed immediately unless they increase
the value of the asset. Gains or losses on the disposal of property, plant and equipment are disclosed separately in the income
statement.
Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for the non-controlling interest over the net identifiable assets acquired and liabilities assumed. Goodwill is recognised as an
asset with an indefinite useful life. It is not amortised but subject to an impairment test annually and whenever there are indications of possible impairment.
intangible assets
licences, software and customer lists are recognised at cost less any accumulated amortisation and any accumulated impairment
losses. They are amortised on a straight-line basis over their useful lives as follows:
Useful life in years
Customer lists
5–10
licences
3–5
Software
3–5
Costs for development projects or software are capitalised if they will yield measurable benefits for the organisation over several
years.
Trademarks
Trademarks are treated as intangible assets with an indefinite useful life provided there is no foreseeable limit to the period over
which the asset is expected to generate net cash inflows for the entity. Intangible assets with indefinite useful lives are not amortised but subject to an annual impairment test.
Key money
Provided there is an active market and legal basis, key money for retail stores is not amortised but subject to an annual impairment
test. Key money that is not repayable or only payable in certain circumstances is amortised over the term of the lease agreement,
including any options to extend.
impairment of assets
Items of property, plant and equipment and intangible assets are tested for impairment at each reporting date. If there are indications of impairment, an impairment test is carried out to determine the recoverable amount of the asset. Recoverable amount
is determined for the cash-generating unit to which the asset belongs if the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. The recoverable amount is the higher of the fair value less costs to
sell and the value in use. an asset is impaired when its carrying amount exceeds its recoverable amount. Goodwill and intangible
assets with an indefinite useful life are tested for impairment annually and whenever there is an indication that it may be impaired.
22
CalIda Group
With the exception of goodwill, assets are reviewed on each reporting date for any indications that a previously recorded impairment loss no longer exists or has decreased. a previously recognised impairment loss is reversed only if there has been a change
in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised.
financial assets
Financial assets are designated to the following two categories:
– Financial assets held for trading and derivative financial instruments
– loans and receivables
Regular way purchases or sales of financial assets are recognised on the date the Group makes a commitment to buy or sell the
asset.
Financial assets are derecognised when the rights to the cash flows have expired or if the right to receive the cash flows has been
transferred and the CalIda Group has substantially transferred all risks and rewards incidental to ownership.
Derivative financial instruments
The CalIda Group uses hedging instruments such as forward exchange contracts or currency options to hedge against the exchange rate risk from firm commitments or highly probable forecast transactions (cash flow hedge).
derivative financial instruments are measured at fair value on the date they are entered into and then subsequently as at each
reporting date. If the fair value is positive, they are recorded as an asset and if it is negative, as a liability.
all fair value changes in derivative financial instruments are recorded through profit or loss unless the criteria for hedge accounting are fulfilled. If so, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive
income, while any ineffective portion is recognised immediately in the income statement. amounts recorded in other comprehensive income are reclassified to cost of goods sold when the hedged transaction affects profit or loss. If the forecast transaction is
no longer expected to occur, the cumulative gains or losses previously recorded in other comprehensive income are recycled to
the financial result.
Loans and receivables
loans and receivables are non-derivative assets with determinable payments that are not quoted in an active market. They are
shown as current assets if they are due within 12 months after the reporting date. Otherwise they count as non-current assets.
after initial recognition, loans and receivables are subsequently measured at amortised cost using the effective interest rate method.
Financial assets are tested for impairment as at each reporting date. an impairment loss is recorded if there is objective evidence
of impairment. Examples include insolvency, default or other significant financial difficulty of the issuer or obligor. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring
after the impairment was recognised, the previously recognised impairment loss is reversed. The reversal is limited so that the
carrying amount of the asset does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset in prior years.
financial liabilities
Financial liabilities are designated to the following two categories:
– Financial liabilities held for trading and derivative financial instruments
– Other financial liabilities
Derivative financial instruments
Refer to the detailed description in the section “Financial assets”.
23
CalIda Group
Other financial liabilities
Other financial liabilities comprise loans and borrowings. They are initially measured at fair value, which is generally determined
as the amount needed to settle the liability less transaction costs. Other financial liabilities are subsequently measured at amortised
cost; any difference between the amount received (after deducting transaction costs) and the amount repayable is recorded in
financial expense over the term of the liability using the effective interest method.
any amount or portion due in the next 12 months is recognised as current liabilities. If there are provisions permitting an extension
of the contractual term, the new term is used to classify the liability as current or non-current.
trade accounts payable
Trade accounts payable are initially recognised at fair value and subsequently at amortised cost.
Provisions
Provisions are set up if the Group has a legal or constructive obligation from a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be reliably
estimated.
share capital
Share capital equals the nominal value of all issued shares.
capital reserves
Paid-in capital exceeding the nominal share value (less transaction costs) and allocations of share options from share-based payments are recognised in the capital reserves.
treasury shares
Treasury shares are measured at cost and deducted from shareholders’ equity. Gains or losses from the disposal of treasury shares
are recognised directly in the capital reserves.
Income statement
Net sales and revenue recognition
Net sales comprise all invoiced sales to third parties after deduction of any value-added tax, volume discounts or other reductions.
Revenue is recognised when the risk and rewards are substantially transferred to the customer, the sales price can be estimated
reliably and payment is probable (e.g. handover of merchandise in the shop or upon delivery).
employee benefits and other defined benefit plans
The CalIda Group maintains both defined contribution and defined benefit plans.
Employees in Group companies outside of Switzerland are mainly insured via state pension funds or independent savings institutions. These plans are classified as defined contribution plans. Under these defined contribution plans, the CalIda Group pays
fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation relating to employee service in
prior periods. The contributions are recognised as personnel expenses in the period in which they are made.
Pension plans in Switzerland and some in France qualify as defined benefit plans. The net defined benefit liability (asset) is calculated based on actuarial valuations, which are prepared annually. The defined benefit obligation is determined using the projected
unit credit method, taking into account the service rendered by employees up to the reporting date as well as assumptions as to
future salary trends, employee turnover and mortality. The actuarial valuations use the most recent generational tables to consider
expected mortality.
24
CalIda Group
in CHF 1’000
The present value of the defined benefit obligation (dBO) is compared to the fair value of the plan assets for each plan and recognised as a net defined benefit liability or asset. The carrying amount of any asset is limited so that it does not exceed the economic benefits available to the CalIda Group in the form of refunds from the plan or reductions in future contributions to the
plan. The cost of defined benefit plans are recorded as follows:
– Service cost (current and past service costs from plan amendments): through profit and loss, within personnel expenses
– Net interest on the net defined benefit liability (asset): through profit and loss, within financial result
– Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses, the return on plan assets (less
interest at the discount rate, which is included in net interest) as well as the effects of the asset ceiling: in other comprehensive
income
executive participation plan
Certain members of the Board of directors, Executive Management and other executive employees receive equity-settled sharebased payments. These are measured at fair value on the grant date using the binomial model. The amount is recorded in personnel expenses on a straight-line basis over the vesting period based on the number of equity instruments that management
estimates will actually become vested.
Borrowing costs
Interest costs and other borrowing costs are expensed directly and only capitalised if they are directly related to the acquisition or
production of a qualifying asset.
income taxes
Provisions are recognised for taxes on profits regardless of when they fall due for payment.
deferred taxes are the result of temporary differences arising when measuring items in the financial statements according to
uniform Group principles compared to measurements for tax purposes. They are calculated using the balance sheet liability
method. Expected tax rates are relevant. deferred tax assets on tax losses carried forward are only recognised if it is probable that
they can be realised by offsetting against future profits.
Current and deferred tax assets and liabilities are netted if is a legally enforceable right to do so and the income taxes were levied
by the same tax authority. No deferred taxes are recognised for taxes that would be payable upon distribution of subsidiaries’
profits unless the distribution is planned to take place in the foreseeable future.
estimates and assumptions
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period, and the
amount of income and expenses during the reporting period. assets and liabilities are recognised when it is probable that any
future economic benefit associated with the item will flow to or from the entity and value or cost can be measured reliably. If these
estimates and assumptions – made by management to the best of their knowledge as at the reporting date – prove to differ
significantly from the actual circumstances at a later point in time, the original estimates and assumptions are adjusted in the reporting period in which the circumstances changed. In the following, the key assumptions as to future developments are set out
together with details of the main sources of estimation uncertainty that could trigger adjustments to assets and liabilities over the
next twelve months.
inventories
Inventories are written down to reflect losses in value of unsaleable, slow-moving or defective raw materials, semi-finished and
finished goods and merchandise. The allowances are determined based on assumptions as to the resaleability of the goods. Management relies on past experience but also considers trends in future sales as well as differences in the resaleability of raw materials compared to seasonal and standard articles within the range. Write-downs totalling CHF 23’610 (2013: CHF 12’930) were
recorded as at 31 december 2014. Inventories were recognised at a net carrying amount of CHF 86’003 (2013: CHF 80’366) as
at 31 december 2014. The actual outcome may differ from the assumptions due to changes in the market conditions or economic
environment. Such differences would impact the subsequent reporting period.
25
CalIda Group
in CHF 1’000
Key money
Key money is recognised at cost. Provided there is an active market and legal basis, key money is not amortised but subject to an
annual impairment test. The impairment test involves making estimates and assumptions about the expected future cash flows
associated with the use of key money. The actual cash flows may differ from the discounted future cash flows based on these
estimates. Key money, which has an indefinite useful life, is carried at CHF 22’556 (2013 (restated): CHF 20’497).
trademarks/goodwill
Estimates as to the future development and cash flows have to be made to determine the fair value of the trademarks and goodwill acquired. In making these estimates, management considers all of the information available as at the acquisition date. Subsequently testing trademarks and goodwill for impairment again involves making estimates and assumptions about the expected
future cash flows. The actual cash flows may differ from the discounted future cash flows based on these estimates. Trademarks
and goodwill are carried at CHF 46’451 (2013 (restated): CHF 51’800).
Net defined liability (asset)
In accordance with IaS 19, the net defined benefit liability (asset) is calculated based on various assumptions about financial and
demographic variables. These assumptions are reviewed annually and adjusted if necessary. Changes in assumptions, e.g. the
discount rate of future salaries, or circumstances can materially impact the amount of future cost of a defined benefit plan as
reported in the income statement or other comprehensive income, and the net defined benefit liability (asset) reported. The defined benefit asset recorded in the statement of financial position as at 31 december 2014 came to CHF 366 (2013: CHF 658)
and the defined benefit liability to CHF 9’664 (2013: CHF 1’427).
Provisions
The provisions were determined based on a best estimate, i.e. the amount that the Company would rationally pay to settle the
obligation at the end of the reporting period. The provisions are reviewed at the end of each reporting period. Expenses incurred
may vary depending on developments in potential proceedings, including legal rulings. Such changes would affect the subsequent
reporting period. The provisions amounted to CHF 18’776 as at 31 december 2014 (2013: CHF 27’913).
deferred tax assets from tax losses carried forward
Various CalIda Group companies carry forward substantial tax losses. These lapse after seven years in Switzerland. In some other
countries there is no limitation period. deferred taxes are calculated based on the assumption that temporary differences will be
recovered before the tax loss carryforward lapses and can therefore be offset against tax loss carryforwards. Tax effects on tax
losses carried forward are also capitalised based on future expected earnings. If there is uncertainty as to the future development
of earnings at a given Group company, no deferred tax assets are recognised. deferred tax assets of CHF 601 are recognised on
tax loss carryforwards as at 31 december 2014 (2013: CHF 0).
26
CalIda Group
scope of consolidation and acquisitions
scope of consolidation
Company 1)
Registered office
activity
Share capital in local
currency
Capital
share/
voting
rights in %
CalIda aG
CalIda austria GmbH
CalIda Belgium SPRl
CalIda Finance aG 2)
CalIda France SaS
CalIda GmbH
CalIda Handels GmbH
CalIda Management aG 3)
CalIda Netherlands BV
CalIda Ungarn
Produktionsgesellschaft mbH
aUBadE Sa
aUBadE Paris SaS
aUBadE denmark apS
aUBadE Handels GmbH
aUBadE lingerie de Femme Inc.
aUBadE Paris (UK) ltd.
aUBadE Paris & Cie SCS
BElaUBadE Sa
Société de lingerie azur
SOlaUBadE SURl
SPTF aZUR Sa
laFUMa Sa
KaNION Sp. z o.o.
BIG PaCK New Technology Co., ltd.
EIdER SaS
l.M.O. SRl.
l.W.a. Sa
laFPROM HK ltd.
laFPROM SaS
laFPROM Tunisie
laFUMa america Inc.
laFUMa BV
laFUMa China Trading Co., ltd.
laFUMa Group GmbH
laFUMa Group Sl
laFUMa Hong Kong ltd.
laFUMa Hungaria KFT
laFUMa MIllET KK
laFUMa Mobilier SaS
laFUMa Outdoor Trading Co., ltd.
Oberkirch/Sursee, Switzerland
Vienna, austria
Forest, Belgium
Sursee, Switzerland
Paris, France
lörrach, Germany
lörrach, Germany
Oberkirch, Switzerland
Rotterdam, Netherlands
Sales/logistics
Sales
Sales
Financial services
Sales
Sales
Sales
Management services
Sales
CHF
EUR
EUR
CHF
EUR
EUR
EUR
CHF
EUR
10’000’000
100’000
18’550
100’000
16’639’200
102’258
100’000
100’000
18’000
100%
100%
100%
100%
100%
100%
100%
100%
100%
Rajka, Hungary
Paris, France
Hellerup, denmark
lörrach, Germany
New York, USa
Hemel Hempstead, England
Monte Carlo, Monaco
Forest, Belgium
Monastir, Tunisia
Madrid, Spain
Sursee, Switzerland
annecy-le-Vieux, France
Warsaw, Poland
Nanjing, China
Montebelluna, Italy
Wavre, Belgium
Kwun Tong, Hong Kong
anneyron, France
Sousse, Tunesia
lafayette, USa
leusden, Netherlands
Shanghai, China
Bissingen / Teck, Germany
Barcelona, Spain
Kwun Tong, Hong Kong
Sarvar, Hungary
Tokyo, Japan
anneyron, France
Shanghai, China
Production
Sales
Sales/logistics
Sales
Sales
Sales
Sales
Sales
Sales
Production
Sales
Holding
Holding/Sales
Sales
Production
Sales
Sales
Sales
logistics
logistics
Production
Sales
Sales
Sales
Sales
Sales
Sales
Production
Sales
Sales
Sales
HUF 477’300’000
CHF
500’000
EUR
15’754’230
dKK
80’000
EUR
100’000
USd
1’283’733
GBP
100
EUR
100’000
EUR
362’000
TNd
10’000
EUR
300’000
CHF
100’000
EUR
56’885’352
PlN
697’900
CNY
15’029’780
EUR
2’020’000
EUR
10’000
EUR
66’931
HKd
10’000
EUR
94’240
TNd
100’000
USd
24’500
EUR
113’445
CNY
1’655’420
EUR
285’000
EUR
475’000
HKd
10’000
HUF
51’350’000
JPY
10’000’000
EUR
9’262’561
CNY
4’984’459
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
59.9%
30.5%
59.9%
59.9%
59.9%
59.9%
58.7%
59.9%
59.9%
59.9%
59.9%
59.9%
59.9%
59.9%
59.3%
59.9%
59.9%
59.9%
59.9%
27
CalIda Group
lallEMaNd SaS
MIllET Mountain Group
(Switzerland) aG 3)
MIllET SaS
OXBOW distribution SaS
OXBOW SaS
PaCCaRd diffusion SaRl
SHERPa logistique SaS
1)
2)
3)
in CHF 1’000
Vieux d’Izenave, France
Sales
EUR
925’540
59.9%
Mérignac, France
Mérignac, France
Chamonix, France
Saint-Rambert d’albon, France
Sales
Sales
Sales
Sales
Sales
logistics
CHF
EUR
EUR
EUR
EUR
EUR
100’000
3’234’218
2’777’761
50’000
150’000
373’570
59.9%
59.9%
59.9%
59.9%
59.9%
59.9%
Only active companies are listed.
Name changed in fiscal year 2014.
Founded in fiscal year 2014.
Companies liquidated in 2014:
– OBER SaS, Paris, France
– SCI lE CHEVRIl, Vieux d’Izenave, France
acquisition of the lafUma Group in the reporting period 2013
In January 2013, the CalIda Group acquired an initial investment of 15.3% in the listed French sportswear and outdoor clothing
producer laFUMa. This investment was associated with acquisition costs of CHF 17’533. as the CalIda Group had significant
influence over laFUMa, the investment was recognised in accordance with the equity method until 23 december 2013.
On 20 december 2013, the Extraordinary General Meeting of laFUMa voted in favour of a capital increase reserved for the
CalIda Group at an issue price of EUR 14 per share. after paying up the capital on 23 december 2013, the CalIda Group had
increased its shareholding in laFUMa to 50.6% and assumed control.
The subsequent mandatory takeover bid for third-party shareholders at a price of EUR 14 per share ran from 27 december 2013
to 13 January 2014. Under this programme, the CalIda Group was obligated to purchase all laFUMa shares offered during this
period at the same conditions as the controlling majority acquired from the capital increase on 23 december 2013. Some laFUMa
shareholders agreed in advance not to offer their shares.
The CalIda Group gradually increased its shareholding by 9.0% to 59.6% over the course of the mandatory takeover bid. The
final shareholding as at 14 January 2014 was 59.9% as the CalIda Group also acquired the shares held by CEO Felix Sulzberger
at a price of EUR 14 per share.
The first capital increase and the mandatory takeover bid are treated as a linked transaction. The CalIda Group recorded a liability as at the acquisition date for all laFUMa shares which could potentially have been tendered over the term of the mandatory
takeover bid. Following expiry of that term on 13 January 2014, the liability was reduced by the amount of shares not offered
and the consideration transferred, goodwill and non-controlling interests were reduced to reflect the 59.9% actually acquired by
the CalIda Group.
In a third step following the mandatory takeover bid, laFUMa carried out a second capital increase of CHF 12’307 (see note 8),
granting subscription rights at an issue price of EUR 9 per share. The CalIda Group’s shareholding remained unchanged at 59.9%
following the fully subscribed capital increase.
The CalIda Group views the shareholding in laFUMa as a strategic investment, giving the Group access to a new and complementary growth segment beyond the underwear market. all of the laFUMa Group labels are established brands with strong
recognition in France and, in some cases, internationally. Goodwill from the business combination reflects the access to a new and
growing market segment and international markets.
28
CalIda Group
in CHF 1’000
The purchase price allocation was finalised during the 12 months subsequent to assuming control and was concluded as at 23
december 2014. The fair values for the identifiable assets and liabilities of laFUMa break down as follows as at 23 december
2014, the date on which control was obtained:
fair Value
(restated) 1)
Cash an cash equivalents
Receivables
Inventories
Other current assets
Intangible assets
Other non-current assets
Current financial liabiliteis
Trade accounts payables
Other current liabilities
accrued liabilities and deferred income
Current tax liabilities
Provisions
Net assets acquired
31.12.2013 1/2)
(restated)
Fair Value of previously held equity interest (15.3%)
9’083
Fair value of the new shares acquired from initial capital increase and mandatory takeover bid
43’130
(31.12.2013: 35.3%; 14.01.2014: 44.6%)
22’451
liability for mandatory takeover bid 4)
19’005
Non-controlling interests 1/5)
consideration transferred
93’669
Goodwill from acquisition
24’580
1)
2)
3)
4)
5)
41’617
31’090
43’997
18’640
12’708
31’375
4’863
184’290
–23’314
–29’555
–32’226
–290
–38
–1’427
–22’819
–5’532
–115’201
69’089
14.01.2014 3)
9’083
52’641
0
27’693
89’417
20’328
The following fair value adjustments were made compared to the provisional purchase price allocation presented in the annual report 2013:
– Property, plant and equipment
CHF –362
– Intangible assets
CHF –717
– Provisions
CHF –2’489 (including CHF –490 contingent liabilities)
– deferred tax liabilities
CHF 1’227
The adjustments to the provisional purchase price allocation for the acquisition of the laFUMa Group as at 23 december 2013 only have a limited impact
on the 2013 result so restatement of the income statement, the statement of comprehensive income and the statement of cash flows is not required.
according to the presentation in the annual report 2013.
after the mandatory takeover bid concluded as at 14 January 2014.
The first capital increase and the mandatory takeover bid are treated as a linked transaction. This item therefore includes all shares which could potentially
have been offered to the CalIda Group at a price of EUR 14 per share.
Comprises the share in net assets as at 31 december 2013 attributable to non-controlling shareholders of laFUMa who agreed prior to the assumption
of control not to offer their shares for sale to the CalIda Group.
29
CalIda Group
in CHF 1’000
The cash flow from investing activities relating to the acquisition of laFUMa breaks down as follows:
cash paid for the acquisition of an assiciate (15.3%)
Purchase price for the nes shares acquired in the first capital increase (35.3%)
Purchase price paid under the mandatory takeover bid
Cash and cash equivalents acquired
cash paid for the acquisition of Group companies
2014
0
0
–7’039
0
–7’039
2013
–17’533
–43’130
–2’111
41’617
–3’624
total cash outflow
–7’039
–21’157
No transaction costs in connection with the business combination were recorded in other operation expenses (2013: CHF 696),
whereas CHF 330 (2013: CHF 292) are reflected in the cash flow from operating activities.
Goodwill is not deductible for tax purposes.
30
CalIda Group
in CHF 1’000
Notes to the coNsolidated fiNaNcial statemeNts
The figures in the notes to the consolidated financial statements are presented in thousand Swiss francs (CHF k) unless indicated
otherwise (information on share and option prices, dividends and earnings per share are presented in CHF).
1. cash and cash equivalents
Cash on hand and bank balances
total
2014
2013
63’224
63’224
75’157
75’157
The effective interest rate for bank balances and current bank deposits was between 0.0% and 0.1% (2013: 0.0% and 0.2%).
2. trade accounts receivable
Trade accounts receivable from third parties
Trade accounts receivable from related parties
allowances
total, net
2014
2013
54’130
20
–6’607
47’543
49’385
29
–2’440
46’974
The receivables are carried at fair value. No interest is charged for the first 80 to 120 days after the invoice date. Thereafter, interest
is charged on the amount outstanding at a rate of between 5% and 10% p.a. Trade accounts receivable can be broken down into
those that are past due and those that are not past due based on the individual terms agreed with the customer.
The ageing analysis is as follows:
Not past due
Past due by 1–60 days
Past due by 61–120 days
Past due by more than 120 days
total, net
2014
34’355
7’771
2’285
3’132
47’543
2013
43’397
2’477
779
321
46’974
allowances for trade accounts receivable are made based on individual assessment and recent experience.
Bad debt allowances:
Balance as at 1 January
additions
Utilisation
Reversals
Exchange rate differences
Balance as at 31 december
2014
–2’440
–4’670
162
311
30
–6’607
2013
–2’561
–1’003
516
640
–32
–2’440
31
CalIda Group
in CHF 1’000
Currencies of relevance for trade accounts receivable:
CHF
EUR
USd
JPY
HKd
GBP
Other
total
3. other current receivables
Receivables from government authorities
Receivables from pension funds
Prepayments to suppliers
Other receivables
total, net
4. inventories
Raw materials
Semi-finished goods
Finished goods
total
2014
1’799
36’573
3’775
2’080
1’688
573
1’055
47’543
2013
1’689
33’959
4’133
2’167
2’326
1’147
1’553
46’974
2014
2013
10’493
21
5’480
2’231
18’225
8’583
3
1’518
4’365
14’469
2014
2013
7’978
6’790
71’235
86’003
8’734
7’494
64’138
80’366
The allowance for the individual items of inventories amounts to CHF 23’610 (2013: CHF 12’930) and is considered in the cost
of goods sold.
32
CalIda Group
total
assets under
construction
Vehicles
in CHF 1’000
Furniture and
store fittings
Fixtures and
fittings
Machinery
land and
buildings
5. Property, plant and equipment
IT equipment
and operating
software
historical cost
1 January 2013
additions
(restated) 1)
disposals
31 december 2013 (restated) 1)
additions
disposals
31 december 2014
44’164
61
7’140
12’393
482
2’883
15’167
54
–
5’159
577
191
30’411
3’279
2’480
954
103
2
–
–
12
108’248
4’556
12’708
–1’125
1
50’241
1’365
–377
–613
50’616
–1’955
–102
13’701
1’201
–39
–813
14’050
–960
–33
14’228
80
–
–9
14’299
–1’530
12
4’409
265
–40
–59
4’575
–4’249
206
32’127
5’149
–726
–496
36’054
–223
–12
824
187
–120
–9
882
–
–
12
556
–
–4
564
–10’042
72
115’542
8’803
–1’302
–2’003
121’040
accumulated depreciation and
impairment
1 January 2013
depreciation
disposals
31 december 2013
depreciation
disposals
31 december 2014
38’754
768
–1’125
1
38’398
1’948
–
–296
40’050
10’590
414
–1’932
–74
8’998
1’390
–
–765
9’623
14’638
143
–960
–15
13’806
159
–
–26
13’939
4’389
401
–1’527
9
3’272
481
–4
–59
3’690
21’869
4’654
–3’947
130
22’706
6’065
–480
–428
27’863
584
108
–222
–8
462
121
–87
–4
492
–
–
–
–
–
–
–
–
–
90’824
6’488
–9’713
43
87’642
10’164
–571
–1’578
95’657
10’566
4’427
360
885
8’191
390
564
25’383
11’843
4’703
422
1’137
9’421
362
12
27’900
Net carrying amount as at
31 december 2014
31 december 2013
1)
Property, plant and equipment of CHF 2’929 (2013: CHF 3’144) has been pledged (refer to note 26).
33
CalIda Group
accumulated amortisation and
impairment
1 January 2013
amortisation
disposals
31 december 2013
amortisation
disposals
31 december 2014
31 december 2014
31 december 2013
1)
2)
total
Other
intangible
assets
Key money
in CHF 1’000
Software
Customer
lists
historical costs
1 January 2013
additions
Changes in scope of consolidation (restated) 1)
disposals
31 december 2013 (restated) 1)
additions
Change in non-controlling interests 2)
disposals
31 december 2014
Goodwill
6. intangible assets
Brands,
licences
and patents
21’585
–
17’305
81
4’515
–
10’994
564
18’794
871
1’053
–
74’246
1’516
24’580
–
324
46’489
–
–4’252
–
–993
41’244
23’334
–
260
40’980
21
–
–28
–769
40’204
449
–
68
5’032
–
–
–
–94
4’938
1’912
–2’905
8
10’573
1’096
–
–231
–198
11’240
5’530
–38
242
25’399
1’306
–
–
–288
26’417
149
–466
9
745
703
–
–5
–33
1’410
55’954
–3’409
911
129’218
3’126
–4’252
–264
–2’375
125’453
21’585
–
–
319
21’904
–
–
–387
21’517
13’442
7
–
208
13’657
32
–28
–313
13’348
3’971
222
–
59
4’252
308
–
–82
4’478
8’995
934
–2’905
3
7’027
2’589
–
–155
9’461
1’906
308
–6
18
2’226
201
–
–43
2’384
845
–
–466
6
385
118
–16
–8
479
50’744
1’471
–3’377
613
49’451
3’248
–44
–988
51’667
19’727
26’856
460
1’779
24’033
931
73’786
24’585
27’323
780
3’546
23’173
360
79’767
adjustment based on the expiration of the mandatory takeover bid (refer to the section “acquisition of the laFUMa Group in the reporting period 2013”).
34
CalIda Group
in CHF 1’000
Brands
The CalIda Group own several brands with indefinite useful lives based on their high degree of recognition and long tradition
as well as the marketing strategies aimed at maintaining the position of the brands. These brands are tested for impairment annually at the level of the cash generating units (CGU), which is the respective operating segment.
The main brands are MIllET (CHF 10.2m), laFUMa Mobilier (CHF 8.9m) and aUBadE (CHF 3.8m; 2013: CHF 3.9m). The
pretax discount rates are 13.7%/13.7%/11.4% (aUBadE 2013: 13.5%). The average growth rates for the planning periods are
3.3%/4.0%/4.2% (aUBadE 2013: 5.2%).
Key money
Key money for retail space for aUBadE, CalIda, laFUMa Outdoor and OXBOW is recognised as an asset with an indefinite
useful life at a carrying amount of CHF 22’556 (2013: CHF 20’497). The recoverable value is determined per store based on a
value-in-use calculation which uses cash flow forecasts based on individual business plans per store and assumes that sales will
grow at a rate of 2.0% (2013: 1.0%) after the planning period. a pre-tax discount rate of 11.4% – 18.6% (2013: 13.5%) is
applied.
Goodwill
as at 31 december 2014, goodwill of CHF 19’727 is recognised for the acquisition of a 59.9% interest in the laFUMa Group.
In connection with restructuring the laFUMa Group in the reporting period, the goodwill was allocated at the level of the operating segments of the MIllET Mountain Group (CHF 11’918) and FURNITURE division (CHF 7’809), which simultaneously
represent the cash-generating units (CGU).
The recoverable amount of a CGU is derived from the value-in-use calculation. For these calculations, the estimated free cash
flows are used based on the business plans. The planning period is five years. For the MIllET Mountain Group/FURNITURE division an average sales growth rate of 3.3%/4.0% and a pre-tax discount rate of 13.7%/13.7% is considered. The pre-tax discount rate applied reflects the specific risks for the operating segments. Cash flows beyond the planning period are projected with
a growth rate of 2.0%, which does not exceed the long-term growth rate of the respective market, in which the CGU is active.
The recoverable amount exceeds the carrying amounts recorded. Even if the basis data were to change significantly, e.g. zero-growth
beyond the planning period, no impairment of goodwill would result.
7. financial assets
2014
2013
derivative financial instruments
loans to third parties
total current financial assets
1’944
13
1’957
–
7
7
loans to third parties
Impairment
Total non-current financial assets, net
6’193
–
6’193
6’092
–54
6’038
loans to third parties mainly relate to security deposits paid for rental agreements. The terms of the loans match the terms of the
respective rental agreement. In the reporting period impairments of CHF 54 were reversed. There were no impairment losses or
reversals of impairment in the prior year.
35
CalIda Group
in CHF 1’000
8. financial liabilities
Net liquidity – the difference between interest-bearing debt and cash and cash equivalents – decreased in the reporting period
from CHF 34.7 million to CHF 31.2 million.
Financial liabilities break down as follows:
Current financial liabilities to banks
loans for laFUMa shareholders
Bonds
current financial liabilities
2014
10’732
–
–
10’732
2013
9’081
9’329
4’904
23’314
Non-current financial liabilities to banks
21’318
21’318
17’154
17’154
total financial liabilities
32’050
40’468
In another step following the mandatory takeover bid, laFUMa carried out a second capital increase of CHF 12’307, granting
subscription rights at an issue price of EUR 9 per share. The existing loans to laFUMa shareholders were partly charged against
the capital increase (CHF 3’592) or partly repaid (CHF 5’595). Together with early repayment of the outstanding bond and the
syndicated loan of the laFUMa Group, current financial liabilities were thereby reduced. Financing the takeover bid and the share
of CalIda Holding aG in this second capital increase resulted in an increase of non-current financial liabilities.
The CalIda Group disposed of the following syndicated loan facility as at the reporting date 31 december:
debtor: CalIda Holding/
Currency
Interest rate
Term
CalIda Finance aG/CalIda aG
acquisition loan
EUR
lIBOR + margin 1) 2013 –2018
Revolving credit facility
EUR / CHF lIBOR + margin 1) 2013 –2018
total syndicated loan
1)
2014
loan
Of which
volume
drawn
28’870
28’870
40’058
–
68’928
28’870
2013
loan
Of which
volume
drawn
52’714
17’154
40’518
–
93’232
17’154
depending on leverage.
The acquisition loan within the syndicated loan facility was used to finance the mandatory takeover bid and subsequent second
capital increase at laFUMa, which was paid up in mid-February 2014. The revolving credit facility safeguards CalIda’s long-term
financing and was unused as at the reporting date.
Besides other terms and conditions, the facility contains financial covenants relating to leverage (expressed as the ratio of net debt
to EBITda) and the equity ratio (equity as a percentage of total assets). There are other conditions typical for syndicated loan
agreements. all covenants and other conditions were met as at the reporting date of the current and the prior year.
9. trade accounts payable
total
36
2014
2013
36’169
36’169
34’518
34’518
CalIda Group
in CHF 1’000
Trade accounts payable break down by currency as follow as at reporting date:
CHF
EUR
Other
total
2014
3’351
26’873
5’945
36’169
2013
1’150
26’568
6’800
34’518
2014
2013
19’848
423
–
11’032
31’303
20’270
486
713
12’139
33’608
2014
2013
7’823
5’904
1’859
15’586
7’493
4’674
5’987
18’154
Trade accounts payable do not bear interest and are usually payable within 30 to 60 days.
10. other current liabilities
liabilities to government authorities
liabilities to commercial agents
Other liabilities
total
as at 1 January 2014 (restated)
additions
Utilisation
Reversal
31 december 2014
litigation
Personnel
provisions
Restructuring
12. current and non-current provisions
Transfer fees
Invoices not yet received
accrued personnel expenses
Other accrued expenses and deferred income
total
total
11. accrued expenses and deferred income
Other
provisions
Other current liabilities do not bear interest and have an average payment term of three months.
1’516
–
–
–64
–9
1’443
14’160
1’391
–10’529
–759
–171
4’092
4’546
689
–1’571
–
–48
3’616
3’101
1’178
–914
–613
–58
2’694
4’590
4’002
–1’371
–185
–105
6’931
27’913
7’260
–14’385
–1’621
–391
18’776
Current provisions 2014
Non-current provisions 2014
Provisions 2014
321
1’122
1’443
4’092
–
4’092
–
3’616
3’616
2’694
–
2’694
5’282
1’649
6’931
12’389
6’387
18’776
Current provisions 2013
Non-current provisions 2013
Provisions 2013
342
1’174
1’516
14’160
–
14’160
147
4’399
4’546
3’101
–
3’101
3’055
1’535
4’590
20’805
7’108
27’913
1)
1)
37
CalIda Group
in CHF 1’000
transfer fees
Provisions are recognised for any guaranteed transfer fees to commercial agents upon cancellation of contracts. The amount is
determined based on the likelihood of occurrence and expected timing and recognised as an addition to sales provisions. Transfer
fees are determined based on the sales generated by the respective commercial agent. an outflow of resources for the non-current
portion is expected within the next ten years.
Restructuring
Provisions recognised for two redundancy plans related to restructuring of the laFUMa Group in 2013 cover the expected cost
of reducing the headcount in anneyron and Bordeaux as well as transferring jobs from anneyron to annecy-le-Vieux and closing
the Paris location. Implementation of the plans started in September 2013 and is well advanced. In the reporting period payments
in the amount of CHF 10.5m were made. The remaining cash outflows are expected during the next 12 months.
Personnel provisions
Personnel provisions relate to provisions for a long-term employee profit-sharing plan required under French law (“Participation
des salariés”) and the CEO participation plan. The “Participation des salariés” plan is determined using a legally prescribed formula
based on the local entity’s profit in the commercial accounts, reduced by a pre-defined equity discount. The provision for the CEO
participation plan contains the potential future claims arising from this plan. an outflow of resources for the non-current portion
is expected after one to four years.
litigation
The provision for litigation covers risks and legal costs incurred in connection with various pending legal disputes, including those
concerning redundancies as well as commercial matters. an outflow of funds is expected within 12 months.
other provisions
Other provisions cover various risks to which the Group is exposed in the course of its ordinary business activities. The provisions
are generally utilised within one to three years.
13. income taxes
deferred tax assets and liabilities relate to the following items of the statement of financial position:
Receivables
Inventories
Intangible assets
Other assets
Provisions
defined benefit obligation
Other liabilities
Tax losses carried forward
total deferred tax assets/(liabilities)
Netting
total deferred tax assets/(liabilities) as disclosed
1)
deferred tax assets
2014
2013
(restated) 1)
6
574
3’417
1’164
1’714
1’451
76
1
717
405
1’291
1’218
1’079
–
715
1’755
601
–
9’616
6’568
–2’768
6’848
–3’157
3’411
2014
2013
(restated) 1)
–611
–111
–1’591
–951
–155
–318
–7’751
–9’686
–282
–
–722
–
–235
–40
–455
–2
–
–
–11’802
–11’108
2’768
–9034
3’157
–7’951
38
CalIda Group
in CHF 1’000
Unrecognised tax loss carryforwards
Unrecognised tax loss carryforwards lapse:
in 1 year
in 2 to 5 years
in more than 5 years
do not lapse
total unrecognised tax loss carryforwards
2014
2013
79
700
1’812
71’715
74’306
–
469
4’916
59’330
64’715
Tax loss carryforwards are only recognised to the extent that it is probable that future taxable profits will be available against which
they can be utilised.
tax expense recorded in the income statement
Current income taxes
deferred income taxes
total tax expense recorded in the income statement
tax effect recorded in other comprehensive income
deferred income taxes from remeasurements of defined benefit obligation
tax effect recorded directly in equity
Current income taxes from share-based payments
deferred income taxes from sahre-based payments
total tax effect recorded directly in equity
2014
2013
–5’610
1’319
–4’291
–3’332
422
–2’910
996
–119
49
–202
–153
–25
210
185
tax expense analysis
The Group operates in various countries with differing tax laws and tax rates. as a result, the expected and actual tax expense
each year depends on the specific country to which profits or losses can be attributed. The change in the expected tax rate (2014:
22.8%; 2013: 23.4%) mainly relates to the change in the mix of pre-tax results returned by the individual countries.
The analysis below shows the main factors explaining differences between the expected and actual tax expense (calculated using
the weighted average tax rates based on the pre-tax profit or loss of each Group company):
Earnings before taxes
Tax expense based on expected tax rate
2014
27’923
–6’366
Effect of changes in the tax rates
Non-deductible expenses and/or non-taxable income
Unrecognised tax losses in the current period
Utilisation of unrecognised tax loss carryforwards
Other effects
actual tax expense recorded in the income statement
65
2’276
–1’361
1’351
–256
–4’291
1)
in %
22.8
2013
13’503
–3’160
15.4
101
–2’454
–661
3’775
–511
–2’910
1)
in %
23.4
21.6
Mainly related to non-taxable income from investments.
39
CalIda Group
in CHF 1’000
14. shareholders’ equity - Group
dividend from capital contribution reserve
The General Meeting of 13 May 2014 approved a dividend of CHF 0.80 per registered share to be paid from the capital contribution reserve. The dividend of CHF 6’417 was paid out after 20 May 2014, leading to a CHF 4’537 reduction in the capital
contribution reserve including premiums of CHF 1’880 contributed from capital increases (see “Financial statements of CalIda
Holding aG”). Following the distribution, the capital contribution reserves of CalIda Holding aG amount to CHF 9’655.
The share capital of CalIda Holding aG breaks down as follows:
8’053’437 registered shares wirh a par value of CHF 2.10 each (2013: 7’995’380 registered shares
with a par value of CHF 2.10 each (issued an fully paid up))
2014
2013
16’912
16’790
authorised capital
The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share swap, for
financing or refinancing acquisitions of companies, parts of companies, new investment undertakings and private placement of
shares. at the General Meeting held on 3 april 2013 the Board of directors was authorised until 3 april 2015 to increase the share
capital by a maximum of CHF 6’300 through the issue of no more than 3’000’000 fully paid-up registered shares with a par value
of CHF 2.10 each. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate them to third
parties.
authorised capital of CHF 6’300 (2013: CHF 6’300) was available as at 31 december 2014, equivalent to 3’000’000 registered
shares (2013: 3’000’000 registered shares) with a par value of CHF 2.10 each.
conditional capital
The General Meeting held on 13 May 2014 authorised an increase of the existing conditional capital by CHF 630. The increase
will place place under exclusion of shareholders’ subscription rights by issuing a maximum of 300’000 shares to be fully paid up
at a par value of CHF 2.10 each.
In the reporting period, a conditional capital increase of CHF 122 (2013: CHF 105) or 58’057 registered shares (2013: 50’000
registered shares) was carried out at an average issue price of CHF 23.52 per share (2013: CHF 12.01). The premium, representing the excess over par value after deduction of transaction costs, was allocated to the capital reserves (2014: CHF 1’219; 2013:
CHF 480).
Conditional capital of CHF 644 (2013: CHF 136) was available as at 31 december 2014, equivalent to 306’563 registered shares
(2013: 64’620 registered shares) with a par value of CHF 2.10 each.
treasury shares
No treasury shares were sold or purchased in the reporting period (2013: no sales or purchases).
15. Non-controlling interests
The Group company laFUMa Sa in annecy (F), and its subsidiaries (laFUMa Group), which are controlled by the CalIda Group
and operate internationally, have significant non-controlling interests. The following table provides a breakdown:
40
CalIda Group
Non-controlling interests 1/2)
Share at the net income
Share at the shareholders’ equity
1)
2)
in CHF 1’000
2014
40.1%
1’633
34’092
2013
27.5%
–270
18’735
Voting rights equal capital share.
as at 31 december 2013, the disclosed share of non-controlling interests relates to laFUMa shareholders that agreed in advance of the mandatory takeover bid not to offer their shares to CalIda. Please refer also to the section “acquisition of the laFUMa Group in the reporting period 2013”.
Condensed financial information of the laFUMa Group, including goodwill and fair values of the identified assets and liabilities
but before elimination of intercompany transactions:
2014
2013
statement of financial position
assets
liabilities
189’338
84’067
208’630
108’712
Net assets
105’271
99’918
income statement
Net sales
Net income/(loss)
209’141
2’758
3’637
–510
cash flow statement
Cash flow from opreating activities
Change in cash and cash equivalents
–10’552
–20’269
–
–
16. significant shareholders
The following shareholders reported that they held more than 5% (directly and/or indirectly) of CalIda Holding aG’s share capital
recorded in the commercial register as at the reporting date.
Shareholder group of Kellenberger family members
Micalux S.a., luxemburg 1)
M.I.3 S.a., luxemburg 1)
Vontobel Fonds Services aG 2)
Shareholder group of Fondation Ethos, Pictet Funds Sa
and Vontobel Fonds Services aG
1)
2)
2014
34.7%
16.4%
0.0%
6.4%
2013
34.7%
0.0%
10.1%
6.8%
5.0%
5.1%
In the reporting period M.I.3 S.a. transferred all its shares held in CalIda Holding aG to Micalux S.a.
Includes 397’500 registered shares of the shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG.
17. dividend distribution
The Board of directors will submit a proposal to the General Meeting of CalIda Holding aG on 12 May 2015 to issue a dividend
for the reporting period 2014 of CHF 0.80 per registered share from the capital contribution reserve (2013: CHF 0.80).
18. segment reporting
as chief operating decision maker, the CalIda Group Executive Management determines the business activities and monitors
internal reporting to assess performance and make decisions about resources to be allocated. Following the integration of the
laFUMa Group, the CalIda Group has five reporting segments (2013: three) which are organised and managed independently
of each other in accordance with their market alignment. The prior-year figures have been restated accordingly.
41
CalIda Group
in CHF 1’000
calida division
The traditional Swiss brand CalIda stands for wellbeing, quality and authenticity. Made from natural materials, the high-quality
underwear and nightwear for women, men and children is durable and comfortable and has been meeting customers’ needs since
1941. CalIda is headquartered in Sursee (Switzerland) and is one of the leading underwear brands in Europe with its main markets in Switzerland and Germany.
aUBade division
aUBadE has been a leading luxury lingerie brand ever since its launch in 1958. Every creation is a blend of innovative styling and
glamorous creativity. The perfect finish is part of aUBadE’s “savoir-vivre” – as is the art of seduction. Enjoying cult status in
France, the “leçons de séduction” campaign has generated awareness of the brand worldwide. aUBadE is headquartered in Paris
(France).
millet mountain Group
The MIllET Mountain Group segment has its headquarters in annecy (France) and combines the brands MIllET, EIdER and
laFUMa Outdoor.
For over 60 years, MIllET has been a popular choice with mountain sports enthusiasts who are energised by alpine beauty. as a
pioneer in innovative and functional products, MIllET offers a complete range of mountaineering, climbing and walking gear for
trekking tours, skiing and speed hiking.
at the heart of French alps, EIdER has been working tirelessly since 1962 to create innovative clothing for mountain sports. EIdER
products for ambitious sport enthusiasts and lovers of the great outdoors combine high-quality materials with functionality and
modern elegance. The company cooperates closely with professional adventurers to ensure that its products meet the very highest standards.
laFUMa Outdoor specialises in clothing and equipment for active explorers, offering innovative technologies, protection and
comfort for hiking, travel and trekking.
fURNitURe division
as an expert in outdoor gear, laFUMa Mobilier has been developing stylish, functional equipment for camping, gardening and
leisure since 1954. Customers appreciate the unique collections, which marry practical elegance with ingenious design and are
developed with sustainability and environmental aspects in mind. The segment’s headquarters are in anneyron (France).
oXBoW division
OXBOW, the pioneering French surfboard brand headquartered in Bordeaux (France), was founded by two passionate surfers in
1985. a premium surfing brand, OXBOW offers a comprehensive collection of high-quality, comfy clothing for sport and leisure.
The focus on uncompromising comfort and quality is backed up by unique expertise in cut and materials.
other activities
Beside corporate functions the other activities also contain a few smaller companies of the laFUMa Group which are not allocated
to an operative segment.
operating reporting
The CalIda Group monitors segment performance at the level of the operating profit contribution, which shows – in the presentation according to the nature of expense method – the operating profit contribution of each segment after deduction of costs
of goods sold and allocated sales and marketing costs (e.g. costs of the sales organisation, rents for sales areas).
The non-allocated operating costs mainly contain costs for product development, logistics, IT, administration and management.
The CalIda Group’s internal reporting is based on International Financial Reporting Standards (IFRS).
42
CalIda Group
2014
Net sales
Operating profit contribution
Non-allocated operating costs
Operating result
Financial result, net
Earnings before tax
amortisation and depreciation
thereof impairment
Investments
calida
division
aUBade
division
137’753
39’193
65’536
18’077
–4’994
–
4’592
–3’175
–
3’105
calida
division
2013 (restated)
Net sales
Operating profit contribution
Non-allocated operating costs
Operating profit
Financial result, net
Earnings before tax
amortisation and depreciation
thereof impairment
Investments
138’718
38’977
–4’496
–
3’616
in CHF 1’000
millet fURNitURe
mountain
division
Group
130’371
39’625
30’012
12’323
–3’883
–
2’551
–944
–
724
oXBoW
division
other
activities
calida
Group
36’141
7’952
2’955
219
412’381
107’776
–80’571
27’205
718
27’923
–416
–
628
–
–
330
–13’412
–
11’929
aUBade
division
millet
fURNitURe oXBoW
other
calida
mountain
division
division
activities
Group
Group
67’669
2’751
325
561
–3’637
206’387
19’256
–386
–45
–79
–
57’723
–36’699
21’024
927
–8’448
13’503
–3’463
–
2’456
–
–
–
–
–
–
–
–
–
–
–
–
–7’959
–
6’072
Geographical reporting
Net sales
France
Germany
Switzerland
Other Europe
asia
USa
Other markets
total
2014
167’287
70’024
62’342
73’217
28’483
6’728
4’300
412’381
2013
45’593
59’282
65’709
28’854
2’148
2’745
2’056
206’387
Net sales are broken down by region according to the customer’s location.
43
CalIda Group
Property, plant and equipment and intangible assets
France
Switzerland
Hungary
Germany
Other markets
total
1)
in CHF 1’000
2014
79’639
8’962
4’342
2’866
3’359
99’168
2013
(restated) 1)
85’925
8’918
4’390
3’395
5’039
107’667
Property, plant and equipment and intangible assets are broken down by geographical location. Other markets are mainly the rest
of Europe, asia and the USa.
19. Pension plans and personnel expenses
Personnel expenses of the CalIda Group break down as follows:
Wages and salaries
Social security expenses
Expenses for defined benefit plans
Expenses for defined contribution plans
Share-based payments
Other personnel expenses
total
2014
85’888
22’332
921
1’023
372
9’138
119’674
2013
50’280
10’180
1’006
946
280
2’947
65’639
Pension plans in Switzerland and some in France qualify as defined benefit plans under IaS 19. all other plans are defined contribution plans.
switzerland
Pension plans are governed by the Federal act on Occupational Retirement, Survivors and disability Pension Plans (BVG/lPP)
which requires pension plans to be managed by a separate and legally independent entity. The governing body of the pension
plan (Employee Benefit Committee) is responsible for general management, drafting the pension fund regulations, defining the
investment strategy and determining how the benefits will be funded. The Employee Benefit Committee comprises employee and
employer representatives.
The beneficiaries of the plan are insured against the economic consequences of old age, disability and death. Benefits paid to the
beneficiaries are governed by the pension fund regulations but minimum benefits are also prescribed by the law (BVG/lPP). The
benefits paid are based on the retirement savings capital of the insured person, which is accrued through annual contributions and
interest. annual contributions are made by the employer and the employee and depend on the insured salary and the age of the
plan participant. Upon retirement, plan participants can choose between receiving a life time annuity or a lump sum payment of
savings capital.
The major risks of relevance for the pension fund are the investment risk, interest rate risk, invalidity risk and risk of longevity. The
pension fund of the Swiss Group companies has taken out reinsurance to cover these risks. The policy is limited to a fixed term,
with the first possible termination date for both parties at the end of 2016.
44
CalIda Group
in CHF 1’000
france
Employees in France receive a lump sum retirement indemnity (“indemnité de fin de carrière”, IFC). The amount due is based on
the number of years of service at the company, the salary and the rank of the retiree. Entitlement lapses if the employee leaves
the company before retirement. The plan for aUBadE is funded, while the laFUMa plan is not.
The net defined benefit obligation of all defined benefit plans is presented below:
2014
2013
–64’226
54’928
–9’298
–54’267
53’498
–769
366
–9’664
658
–1’427
–769
–965
–8’611
1’035
–
12
–9’298
–347
–999
991
1’013
–1’427
–
–769
as at 1 January
Service cost
Past service cost
Interest expense
Employee contributions
Benefit payments
actuarial (gains)/loss
as at 31 december
54’267
1’045
–124
1’263
988
–1’811
8’629
–
–31
64’226
52’716
1’006
–
1’054
962
–1’816
–1’082
1’427
–
54’267
of which relating to Switzerland:
Present value of the dBO
active employees
Pensioners
average duration in years
61’546
62%
38%
16.4
52’379
59%
41%
11.2
Breakdown of the net defined benefit liability
Present value of the dBO
Fair value of plan assets
Net defined benefit asset/(liability)
of which recorded in other non-current assets
of which recorded in other non-current liabilities
The net defined benefit liability developed as follows:
as at 1 January
Cost of defined benefit plans, through profit and loss
Remeasurements, in other comprehensive income
Employer contributions
as at 31 december
Present value of the dBo
45
CalIda Group
fair value of plan assets
as at 1 January
Interest income at discount rate
Employer contributions
Employee contributions
Benefits paid
actuarial gains/(losses)
as at 31 december
in CHF 1’000
2014
2013
53’498
1’219
1’035
988
–1’811
18
–19
54’928
52’600
1’061
1’013
962
–1’816
–322
–
53’498
The CalIda Group recognised expenses for defined benefit plans within the following income statement line items in the reporting period:
Service cost in personnel expenses
Net interest in financial expenses
total
2014
921
44
965
2013
1’006
–7
999
Remeasurements of the net defined benefit liability recorded in other comprehensive income break down as follows:
Remeasurement of the net defined benefit liability
– Changes in financial assumptions
– Experience adjustments
Return on plan assets (excluding the interest income discount rate)
Change in the effect of asset ceiling
total remeasurement of the net defined benefit liability, before tax
2014
2013
–8’798
169
18
0
–8’611
1’622
–540
–322
231
991
The following weighted actuarial assumptions were applied in determining the defined benefit obligation (dBO):
discount rate
Estimated future salary increases
2014
1.13%
1.38%
2013
2.26%
1.02%
In line with the development of the long-term interest rates (by reference to market yields on high quality corporate bonds) the
CalIda Group has decreased its discount rate for the actuarial calculations to 1.13%. This adjustment results in a significant increase in the dBO and is recognised as actuarial loss in other comprehensive income.
sensitivity
a change in these significant actuarial assumptions would have the following (weighted) impact on the dBO: an increase/decrease of 0.5% in the discount rate would lead to a decrease/increase of –7.2%/+8.2% (2013: –5.0%/+5.6%) in the dBO. a
decrease/increase of 0.5% in the salary increase would lead to an increase/decrease of +0.4%/–0.4% (2013: +0.3%/–0.3%) in
the dBO.
The sensitivity analysis was performed separately for each assumption and reflects changes that were reasonably possible at the
reporting date. Interdependencies were not taken into account. The actual effects may differ from these estimates.
46
CalIda Group
in CHF 1’000
The table below provides a breakdown by investment category of the fair value of plan assets from all plans:
2014
10.0%
12.8%
3.7%
73.5%
100.0%
Shares
Bonds
Real estate
Receivables from an insurance company (collective foundation)
total
2013
9.1%
12.7%
2.9%
75.3%
100.0%
Shares and bonds are all securities traded in an active market. The fair market value of real estate relates exclusively to indirect
investments in listed securities. The pension funds do not hold any CalIda shares and none of the Group companies have access
to assets of the pension funds.
The CalIda Group expects to make employer contributions of CHF 1’146 for the fiscal year 2015.
20. share-based payments
Call options on registered shares in CalIda Holding aG are granted as part of the performance-related variable compensation
for members of the Board of directors, Executive Management and certain executive employees. Each option is associated with
the right to call one share. The options are american style. The fair value of the options is recorded in personnel expenses over
the individual vesting periods.
31 december 2014
Number of options
3’143
18’000
Term
01.03.2011–31.03.2016
01.03.2011–31.03.2017
Exercise in CHF
25.18
25.18
Settlement date
vested
01.04.2015
8’000
7’400
14’000
01.03.2012–31.03.2017
01.03.2012–31.03.2017
01.03.2012–31.03.2018
28.05
28.05
28.05
vested
01.04.2015
01.04.2016
4’000
8’600
8’800
14’000
01.04.2013–31.03.2018
01.04.2013–31.03.2018
01.04.2013–31.03.2018
01.04.2013–31.03.2019
26.65
26.65
26.65
26.65
vested
01.04.2015
01.04.2016
01.04.2017
14’600
14’600
14’800
24’000
153’943
01.04.2014–31.03.2019
01.04.2014–31.03.2019
01.04.2014–31.03.2019
01.04.2014–31.03.2020
total
30.75
30.75
30.75
30.75
01.04.2015
01.04.2016
01.04.2017
01.04.2018
The CalIda Group recorded personnel expenses of CHF 372 in connection with stock option plans in 2014 (2013: CHF 280). In
the previous period, allocations from 2012 and earlier periods were extended by one month to 31 March of the relevant term.
The effect of remeasurement was not material.
47
CalIda Group
in CHF 1’000
The table below presents the number of options, the weighted average exercise price and changes during the reporting period.
Outstandings as at 1 January
Granted in the reporting period
lapsed in the reporting period
Exercised in the reporting period
outstanding at 31 december
Vested at 31 december
1)
2014
Number of
options Ø exercise price
144’000
25.46
68’000
30.75
–
–
–58’057
23.52
153’943
28.53
15’143
27.08
1)
2013
Number of
options Ø exercise price
164’000
27.23
40’000
26.65
–10’000
28.22
–50’000
12.01
144’000
25.46
34’900
26.07
1)
The weighted average share price on the exercise date of options was CHF 34.82 (2013: 26.85).
The exercise price of options outstanding as at the end of the reporting period was between CHF 25.18 and CHF 30.75 (2013:
CHF 16.36 and CHF 28.22), while the average term to maturity was 3.68 years (2013: 3.12 years).
Options granted in the reporting period had an average weighted fair value of CHF 7.47 (2013: CHF 7.34).
The fair value of allocated options was determined on the grant date using the binomial model, taking into account the terms and
conditions of the option plans. The table below shows the weighted average measurement parameters for the reporting period:
Share price in CHF
Exercise price in CHF
Expected volatility in %
Expected lifetime in years
Risk interest in %
Expected dividend in CHF
2014
33.55
30.75
28.3%
5.35
0.3%
0.80
2013
27.10
26.65
31.3%
5.35
0.5%
0.80
The expected volatility is determined based on past price trends for the CalIda share. The swap rate for the relevant term of the
option on the grant date is considered as the risk-free interest rate.
Management’s best estimate of the expected life of the options based on past experience is used for the model. For options
granted, it is assumed that these are held over the entire term. No other characteristics of the options granted are incorporated in
the fair value measurement.
21. other operating expenses
Sales and marketing expenses
Rental expenses
General administrative expenses
Other expenses
total
22. depreciation and amortisation
depreciation of property, plant and equipment
amortisation of intangible assets
total
48
2014
2013
–23’825
–26’252
–19’475
–22’425
–91’977
–17’884
–11’878
–10’200
–11’155
–51’117
2014
2013
–10’164
–3’248
–13’412
–6’488
–1’471
–7’959
CalIda Group
in CHF 1’000
23. financial result, net
2014
2013
–
–
117
117
7
37
136
180
–44
–873
–319
–1’236
1’837
1’837
–
–147
–77
–224
971
971
718
927
2014
2013
21’999
10’863
8’053’437
–31’483
8’021’954
7’995’380
–14’508
7’980’872
2.74
2.74
1.36
1.36
Net interest on defined benefit plans
Interest income from an associate
Interest income from financial assets
total financial income
Net interest on defined benefit plans
Interest expense from financial liabilities
Bank fees and other financial expenses
total financial expenses
Net gains on exchange differences
total exchange differences
total
24. earnings per registered share
Net income, attributable to the shareholders of CalIda Holding aG
Numbe of shares as at reporting date
less weight average capital increase
average number of shares outstanding
earnings per registered share in chf
diluted earnings per registered share in chf
The dilutive effects were calculated based on the average number of outstanding call options and the average share price. The
outstanding options with an exercise price below the average share price (determined at daily closing price) are taken into account
in determining dilutive effects. The average number of potential registered shares included in the calculation was CHF 15’458
(2013: 7’019).
25. lease obligations
There are minimum lease payments from fixed-term leases as follows (not including options to extend):
due
in up to 1 year
2 to 5 years
more than 5 years
total
2014
20’126
46’659
18’528
85’313
2013
23’751
51’314
20’653
95’718
The leases mainly relate to rent obligations for retail stores and vehicles. They generally have a term to maturity of up to 9 years,
although most agreements include an option to extend.
49
CalIda Group
26. Pledged assets
Pledged land and buildings at carrying amounts
liens on property
Current financial liabilities to banks secured by real estate
Non-current financial liabilities to banks secured by real estate
Pledged bank balances
Pledged brands
Non-current financial liabilities to banks secured by brands
in CHF 1’000
2014
2013
2’929
27’000
7’217
21’652
3’144
27’000
–
17’154
4’734
6’638
–
–
23’334
2’945
In connection with the new syndicated loan facility, the Group pledged real estate of CalIda aG with a carrying amount of CHF
2’929 (2013: CHF 3’144) and the shares in laFUMa Sa.
27. transactions with related parties
Business relationships exist between CalIda Holding aG and its subsidiaries as well as members of the Board of directors and
Executive Management. Other related parties are significant shareholders, companies controlled by members of the Board of
directors and the pension funds. all business transactions with related parties are carried out at arm’s length.
Group companies
an overview of consolidated subsidiaries is provided in the section “Scope of consolidation”. Transactions between CalIda Holding aG and its subsidiaries as well as between subsidiaries of the Group were eliminated in the consolidated financial statements.
members of the Board of directors and executive management
Short-term benefits
long-term benefits
Post-emplyment benfits
Share-based payments
total
2014
4’830
451
247
283
5’811
2013
3’326
482
875
220
4’903
Remuneration (incl. social security contributions of CHF 717) is disclosed as short-term benefits (2013: net remuneration). longterm benefits relate to changes in the CEO participation plan. Post-employment benefits refer to pension plans (2013: incl. social
security contributions of CHF 523). The amounts shown for share-based payments reflect the expenses recorded in the reporting
period from options allocated in the years 2010 to 2014 (2013: 2009 to 2013); refer to note 20. For further disclosures according
to art. 13 et seq. Ordinance against Excessive Compensation at listed Joint-Stock Companies (OaEC), please refer to the remuneration report of CalIda Holding aG.
The CalIda Group draws on the legal advisory services of several law firms, including Meyerlustenberger lachenal, Zurich, in
which dr Thomas lustenberger, Chairman of the Board of directors of CalIda Holding aG, is a partner. Meyerlustenberger
lachenal rendered services costing CHF 222 (2013: CHF 136) in the reporting period. Of this, CHF 16 (2013: CHF 103) was
outstanding as at 31 december 2014.
In connection with the acquisition of the laFUMa Group, the CalIda Group purchased 22’000 laFUMa shares from Felix
Sulzberger, director and CEO, as at 14 January 2014. The purchase price of EUR 14 per share corresponds to the price offered to
other shareholders during the mandatory takeover bid from 27 december 2013 to 13 January 2014.
50
CalIda Group
in CHF 1’000
significant shareholders
The reported receivables from third parties of CHF 20 (2013: CHF 29) as at 31 december 2014 relate to a company controlled
by a significant shareholder; sales of CHF 415 (2013: CHF 465) were generated with this company in the reporting period.
The outstanding amounts are unsecured and will be settled in cash. No guarantees have been received or issued.
28. financial risk management
The CalIda Group is exposed to interest rate, currency, credit and liquidity risks in the course of its business operations. limits
have been set for the individual risk categories. These are monitored continuously for compliance and adjusted overall to the risk
capacity of the Group.
financial instruments
Financial assets are allocated to the following categories:
Cash and cash equvalents
Trade accounts receivable
loans (current and non-current)
Other financial assets 1)
total – at amortised cost
at fair value through profit and loss (derivate financial instruments – level 2)
total
1)
2014
63’224
47’543
6’206
2’231
119’204
1’944
121’148
2013
75’157
46’974
6’045
4’365
132’541
–
132’541
2014
32’050
36’169
7’823
11’455
87’497
–
87’497
2013
40’468
34’518
7’493
12’625
95’104
713
95’817
Component of other current receivables (note 3).
Financial liabilities are allocated to the following categories:
Financial liabilities (current and non-current)
Trade account payable
accrued liabilities and deferred income 1)
Other current liabilities 2)
total - at amortised cost
at fair value through profit and loss (derviative financial instruments – level 2)
total
1)
2)
Not including accrued personnel expenses and other accruals of CHF 7’763 (2013: CHF 10’661).
Not including liabilities to government authorities of CHF 19’848 (2013: CHF 20’270).
due to being short term, the carrying amounts of the current financial assets and liabilities are generally equal to their market
value (non-discounted amounts). due to having floating interest rates, the carrying amounts of the non-current financial liabilities
are generally equal to their market value.
credit risks
Current bank balances and time deposits are held exclusively with banks that enjoy an excellent credit rating. The risk of default
is mitigated by maintaining business relationships with a number of banks and other financial institutions and by monitoring the
credit risk continuously.
Trade accounts receivable are subject to active risk management. doubtful accounts are assessed for impairment individually. Indications of possible impairment include significant financial difficulty or insolvency of the customer as well as situations where
financial restructuring is probable or the customer has already defaulted. due to the varied customer structure, there are no
51
CalIda Group
in CHF 1’000
generally applicable credit limits across the Group. However, customers’ creditworthiness is tested systematically, taking into account the financial situation, past experience and/or other factors. The likelihood of risk concentrations in this area is limited by
the fact that the Group’s customer base is broad, geographically diversified and spread across five divisions.
The CalIda Group does not hold any specific collateral for trade accounts receivable as at year-end 2014 (2013: none).
Management does not expect any material losses from receivables in excess of the allowances recognised. The maximum risk of
default is the total carrying amount of the receivables and financial loans set out above. Notes 2 and 7 contain disclosures on
maturities of receivables and financial assets.
liquidity risks
The CalIda Group monitors the liquidity risk through a liquidity management system designed to ensure that sufficient highly
liquid reserves are available to meet liquidity requirements at any time. This includes financing options from an appropriate amount
of confirmed credit lines with various financial institutions. Rolling liquidity plans are prepared and regularly updated based on
projected cash flows.
Syndicated loan facility
The acquisition loan within the syndicated loan facility was used to finance the mandatory takeover bid and subsequent second
capital increase at laFUMa, which was paid up in mid-February 2014. The revolving credit facility safeguards CalIda’s long-term
financing and was unused as at the reporting date.
The liquidity situation breaks down as follows as at the reporting date:
Confirmed credit lines 1)
Credit lines used
total
1)
as at the reporting date 31 december 2014, there was no factoring line (2013: CHF 22’006).
52
2014
63’224
87’634
–32’675
118’183
2013
75’157
131’396
–35’468
171’085
CalIda Group
in CHF 1’000
The table below provides a maturity analysis of cash flows from financial liabilities as at the reporting date based on the contractually agreed terms to maturity.
31 december 2014
Financial liabilities
Cash inflows
Cash outflows
Net
2)
carrying
amount
32’050
36’169
contractual
payments
33’313
36’169
<1
year
11’292
36’169
1–5
years
22’021
–
–1’944
11’455
7’823
–29’000
27’186
–1’814
11’455
7’823
–29’000
27’186
–1’814
11’455
7’823
–
–
–
–
–
31 december 2013
Financial liabilities
Cash inflows
Cash outflows
Net
Current liability from mandarory takeover bid for laFUMa
accrued liabilites and deferred income 2)
1)
2)
3)
3)
40’468
34’518
12’625
41’981
34’518
12’625
23’314
34’518
12’625
18’667
–
–
713
20’324
7’493
–14’871
15’627
756
20’342
7’493
–14’871
15’627
756
20’342
7’493
–
–
–
–
–
Not including liabilities to government authorities of CHF 19’848 (2013: CHF 20’270).
Not including accrued personnel expenses and other accruals of CHF 7’763 (2013: CHF 10’661).
Following closure of the mandatory takeover bid in January 2014, the actually liability came to CHF 7.0 million instead of the potential CHF 20.3 million
recognised.
interest rate risks
The Group’s current liabilities to banks and time deposits bear interest at floating rates. The CalIda Group is exposed to fluctuations in market interest rates, which can affect income and shareholders’ equity.
Interest-bearing liabilities with floating rates expose the Group to a cash flow risk, while changes in interest rates on fixed-rate
liabilities can have a material direct impact on the income statement and shareholders’ equity.
The sensitivity analysis below shows the impact of a change in interest rates on earnings before tax, assuming that all other variables remain unchanged:
Change in interest rates
+/– 20 basis points
+/– 15 basis points
Currency
EUR
CHF
2014
+/–27
+/–26
2013
+/–15
+/–18
currency risks
due to the CalIda Group’s considerable investment in operations in France, a currency risk (translation risk) is associated with
the annual financial statements of the foreign Group companies which are prepared in euro and translated into Swiss francs for
the purpose of the consolidated financial statements.
53
CalIda Group
in CHF 1’000
Currency risks are also incurred at transactional level in connection with sales or operating expenses incurred by Group companies
in a currency that is not the functional currency of the operating entity. The currency risk is reduced significantly by offsetting
operating income and expenses in EUR.
as part of its risk policy, the CalIda Group also has the option to conclude forward exchange contracts or option contracts in
order to hedge against the risks associated with exchange rate movements in the residual foreign currency exposure or when
concluding specific transactions.
To hedge goods purchased in USd, the CalIda Group partially concludes forward exchange contracts and options. Usually, goods
purchased for the next summer and winter collections are hedged, and the derivatives mature in the next 12 months.
Cash flow hedges (forward exchange contracts)
31 december 2014
31 december 2103
Fair Value / Carrying amount
due / Nominal value
Positive replacement value Negative replacement value
< 1 year
1’944
–
29’000
–
–713
14’871
a change in the USd/EUR closing rate of +/–10.0% would lead to a change of CHF +/–3’114 (2013: +/–13) in the derivatives,
which would be recorded in other comprehensive income, assuming the hedge was fully effective.
If the EUR were to depreciate by 5.0% against the Swiss franc as at 31 december 2014, but all other parameters remained unchanged, earnings before taxes would have increased by CHF 341 (2013: decrease of CHF 48). Vice versa, if it were to appreciate
by the same amount, the results would have decreased by the amount of the increase described above. Exchange rate gains/losses
as at the balance sheet date on cash and cash equivalents and receivables as well as loans and accounts payable would be largely
responsible for the impact.
capital management
Sufficient liquidity is available for ordinary business operations in the fiscal year 2015 and thereafter based on the cash inflow from
operating activities and confirmed credit lines. The Company can also issue securities if required.
Capital management at the CalIda Group focuses on safeguarding the Group’s ability to continue as a going concern, generating an appropriate return for shareholders and optimising financial ratios while considering cost of capital. The CalIda Group can
adjust the dividend payout, return capital to shareholders or issue new shares to reach these targets. No adjustments or changes
were made to the capital management objectives or policies in the reporting periods 2014 or 2013.
The CalIda Group uses the equity ratio to monitor the capital structure. The equity ratio expresses shareholders’ equity as a
percentage of total capital. Total capital is the amount stated in the Group statement of financial position. It is a long-term goal
of the CalIda Group to keep the self-financing ratio above 50%.
The equity ratio breaks down as follows as at the reporting dates:
Shareholder’s equity
Total capital
equity ratio
1)
2014
181’765
337’768
53.8%
2013 1)
158’056
343’453
46.0%
The liability from the mandatory takeover bid for all laFUMa shares which could potentially have been tendered over the term of the mandatory takeover
bid negatively affects shareholders’ equity of the CalIda Group. Reducing the liability to the level of the shares actually tendered would have caused the
Group’s equity ratio to increase to 49.2% (refer to note “acquisition of the laFUMa Group in the reporting period 2013”).
54
CalIda Group
in CHF 1’000
29. Risk assessment
The Board of directors has instructed Executive Management to perform a risk assessment, at least annually. The material risks of
relevance for the Group are assessed to determine the likelihood of occurrence and impact based on a periodic, systematic risk
identification process. appropriate measures are then taken to avoid, mitigate or transfer these risks as necessary. any residual risk
is monitored. The Board of directors approved the risk assessment.
30. subsequent events
On 15 January 2015, the Swiss National Bank abandoned the minimum exchange rate of CHF 1.20 to the euro. The market response caused the euro to depreciate massively, even slipping below parity at times. The exchange rate subsequently stabilised at
a lower level, with one euro worth CHF 1.04 on 31 January 2015.
If the CHF/EUR exchange rate had already stood at 1.04 on 31 december 2014 and thus been applicable for translating items at
year-end, earnings before tax would have been CHF 899 higher and other equity CHF –18’938 lower. Exchange rate gains/losses
on cash and cash equivalents, accounts receivable and payable, and financial loans would have been largely responsible for the
impact on the income statement as at the reporting date in this scenario. The change in other capital is attributable to translation
differences on the net investment in foreign operations.
Furthermore, interest rates on Swiss franc and euro balances fell again in January 2015, leading to a renewed increase in pension
obligations. We refer to the corresponding sensitivity analysis in note 19.
The consolidated financial statements were approved by the audit & Risk Committee on 6 March 2015 and released for publication by the Board of directors on the same day. The consolidated financial statements are subject to approval by the General
Meeting scheduled for 12 May 2015.
There were no further events between 31 december 2014 and the date on which these consolidated financial statements were
approved by the Board of directors which would have required disclosure here or an adjustment to the figures in these consolidated financial statements.
55
Consolidated financial statements 2014 CalIda Group
Report of the statutory auditor to the General Meeting of
CalIda Holding aG, Oberkirch
as statutory auditor, we have audited the consolidated financial statements of CalIda Holding aG, which comprise the statement
of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash
flows and notes (pages 13–55), for the year ended 31 december 2014.
Board of directors’ responsibility
The Board of directors is responsible for the preparation of these consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error. The Board of directors is further responsible for selecting and applying
appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our
audit in accordance with Swiss law and Swiss auditing Standards and International Standards on auditing. Those standards require
that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from
material misstatement.
an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the consolidated financial statements in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity’s internal control system. an audit also includes evaluating the appropriateness of the accounting policies used and
the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
opinion
In our opinion, the consolidated financial statements for the year ended 31 december 2014 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with IFRS and comply with Swiss law.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the auditor Oversight act (aOa) and independence
(article 728 CO and article 11 aOa) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss auditing Standard 890, we confirm that an internal control
system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of
the Board of directors.
We recommend that the consolidated financial statements submitted to you be approved.
ernst & Young ltd
Christoph Michel
licensed audit expert
(auditor in charge)
Zurich, 6 March 2015
56
Ruth Gwerder
Balance sheet
as at 31 december
in CHF 1’000
Note
2014
2013
5
8’036
53
9’988
53
84
–
8’173
42
306
10’389
145’777
9’038
154’815
111’138
29’561
140’699
162’988
151’088
7’217
–
2
11
976
455
8’661
–
30
1’858
1’232
3’120
Non-current liabilities to banks
loans from Group companies
Non-current liabilities
21’652
–
21’652
18’044
9’013
27’057
liabilities
30’313
30’177
16’912
16’790
7’500
9’655
53
98’555
132’675
7’500
14’192
53
82’376
120’911
162’988
151’088
Treasury shares
Other receivables
from third parties
from Group companies
current assets
Financial assets
Shareholdings
loans to Group companies
Non-current assets
1
assets
Current liabilities to banks
Other liabilities
to third parties
to shareholders
to Group companies
current liabilities
Share capital
legal reserves
General reserves
Capital contribution reserve
Reserve for treasury shares
Retained earnings
shaReholdeRs’ eQUitY aNd liaBilities
58
3/4
3/4
Income statement/
Statement of changes in shareholders’ equity
Note
2014
2013
18’700
729
–
11
19’440
32’900
1’960
6’358
–
41’218
administrative expenses
Financial expenses
eXPeNses
–1’802
–1’459
–3’261
–1’774
–1’486
–3’260
eaRNiNGs BefoRe taXes
16’179
37’958
–
–
16’179
37’958
dividend income
Financial income
Reversal of impairment loss recorded on shareholding
Other operating income
iNcome
1
Taxes
Capital increase
Change in reserve for treasury shares
Net income
31 december 2012
Capital increase
Net income
31 december 2013
Capital increase
Net income
31 december 2014
Reserve for
treasury shares
7’500
25’064
98
32’662
38’184
87’479
52
–
–
–
–
–
–
–
644
–6’346
–
–
–
–
–45
–
644
–6’346
–45
–
–
–
45
6’189
696
–6’346
–
6’189
16’685
7’500
19’362
53
26’915
44’418
88’018
105
–
–
–
–
–
1’223
–6’393
–
–
–
–
1’223
–6’393
–
–
–
37’958
1’328
–6’393
37’958
16’790
7’500
14’192
53
21’745
82’376
120’911
122
–
–
–
–
–
1’880
–6’417
–
–
–
–
1’880
–6’417
–
–
–
16’179
2’002
–6’417
16’179
16’912
7’500
9’655
53
17’208
98’555
132’675
Retained
earnings
16’633
total legal
reserves
Capital
contribution
reserve
1 January 2012
General
reserves
share capital
Net iNcome
shareholders’
equity
1 January – 31 december
in CHF 1’000
59
Notes to the financial statements
The figures in the notes to the financial statements are presented in thousand Swiss francs (CHF k) unless indicated otherwise
(information on shares and options are presented in CHF).
1. shareholdings
company 1)
CalIda aG
CalIda
CalIda
CalIda
CalIda
CalIda
CalIda
CalIda
austria GmbH
Belgium SPRl
Finance aG 2)
France SaS
GmbH
Handels GmbH
Management aG
Registered office
Oberkirch / Sursee,
Switzerland
Vienna, austria
Forest, Belgium
Sursee, Switzerland
Paris, France
lörrach, Germany
lörrach, Germany
activity
Sales/logistics
Sales
Sales
Financial services
Sales
Sales
Sales
3)
Management
services
CalIda Netherlands B.V.
Rotterdam, Netherlands Sales
CalIda Produktionsgesellschaft mbH Rajka, Hungary
Production
aUBadE Sa
Oberkirch, Switzerland Sales
aUBadE denmark apS
Hellerup, denmark
Sales
aUBadE Handels GmbH
lörrach, Germany
Sales
SPTF aZUR Sa
Sursee, Switzerland
Holding
annecy-le-Vieux, France Holding/sales
laFUMa Sa 4/5)
share capital
interest
in local currency
31. 12. 2014 31. 12. 2013
CHF
10’000’000
100%
100%
EUR
EUR
CHF
EUR
EUR
EUR
CHF
100’000
18’550
100’000
16’639’200
102’258
100’000
100’000
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
EUR
HUF
CHF
dKK
EUR
CHF
EUR
18’000
477’300’000
500’000
80’000
100’000
100’000
56’885’352
100%
100%
100%
100%
100%
100%
59.9%
100%
100%
100%
100%
100%
100%
41.3%
Only active companies are listed.
Name and business activity changed in the fiscal year 2014.
3
Founded in fiscal year 2014.
4)
acquired in the fiscal year 2013.
5)
as at 31 december 2013 CalIda Holding aG had a direct shareholding in laFUMa Sa of 41.3% and an indirect shareholding of 15.3% via CalIda France SaS.
1)
2)
In the reporting period, no impairment losses on shareholdings were reversed to their original value (2013: CHF 6’358).
2. significant shareholders
The following shareholders reported that they held more than 5% (directly and/or indirectly) of the share capital of CalIda Holding
aG recorded in the commercial register as at the reporting date.
Micalux S.a., luxemburg 1)
M.I.3 S.a., luxemburg 1)
Shareholder group of Fondation Ethos, Pictet Funds Sa and Vontobel Fonds Services aG
1)
2)
2014
34.7%
16.4%
–
6.4%
5.0%
In the reporting period M.I.3 S.a. transferred all its shares to Micalux S.a.
60
2013
34.7%
–
10.1%
6.8%
5.1%
3. authorised capital
The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share swap,
for financing or refinancing acquisitions of companies, parts of companies, new investment undertakings and private placement
of shares. at the General Meeting held on 3 april 2013 the Board of directors was authorised until 3 april 2015 to increase the
share capital by a maximum of CHF 6’300 through the issue of no more than 3’000’000 fully paid-up registered shares with a
par value of CHF 2.10 each. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate
them to third parties.
authorised capital of CHF 6’300 (2013: CHF 6’300) was available as at 31 december 2014, equivalent to 3’000’000 registered
shares (2013: 3’000’000 registered shares) with a par value of CHF 2.10 each.
4. conditional capital
The General Meeting held on 13 May 2014 authorised an increase of the existing conditional capital by CHF 630. The increase
will take place under exclusion of shareholders’ subscription rights by issuing a maximum of 300’000 shares to be fully paid up
at a par value of CHF 2.10 each.
In the reporting period, a conditional capital increase of CHF 122 (2013: CHF 105) or 58’057 registered shares (2013: 50’000
registered shares) was carried out. a premium of CHF 1’880 (2013: CHF 1’223) from the capital increase was added to the capital contribution reserves.
Conditional capital of CHF 644 (2013: CHF 136) was available as at 31 december 2014, equivalent to 306’563 registered
shares (2013: 64’620 registered shares) with a par value of CHF 2.10 each.
5. treasury shares
No treasury shares were sold or purchased in the reporting period (2013: no sales or purchases).
6. contingent liabilities
Guarantee obligations in favour of third parties of up to CHF 68’928 (2013: CHF 93’232) have been issued for Group companies in connection with bank financing as at 31 december 2014. Claims of CHF 28’870 (2013: 17’154) had been made as at
the reporting date 31 december 2014. as at 31 december 2014 and unchanged on the prior year, the Company had also
issued rent guarantees in favour of third parties for two aUBadE stores in England.
7. Pledged assets
as at 31 december 2014, shares in laFUMa Sa of CHF 58’362 (2013: CHF 43’131) were pledged to the bank consortium in
connection with financing the takeover of the laFUMa Group.
8. Risk assessment
The Board of directors has instructed the Executive Management to perform a risk assessment at least annually. The material
risks of relevance for the Company are assessed to determine the likelihood of occurrence and impact based on a periodic,
systematic risk identification process. appropriate measures are then taken to avoid, mitigate or transfer these risks as necessary.
any residual risk is monitored. The Board of directors approved the risk assessment.
61
9. interests held by members of the Board of directors and executive management
Numbers as at 31 december
Registered
shares
74’680
0.9 %
Thomas lustenberger (Chairman)
Share of voting rights
Marco Gadola (Vice-Chairman)
Beat Grüring (Member)
Christian Haas (Member)
Hans-Kristian Hoejsgaard (Member)
Marianne Tesler (Member)
total
74’680
0.9 %
–
–
–
–
21’174
0.3 %
–
21’174
0.3 %
21’174
0.3 %
–
21’174
0.3 %
– 1’311’210
16.3%
n/a
n/a
n/a
–
–
n/a
n/a
n/a
– 2’772’170
34.4 %
2’759’170
34.5 %
2’772’170
34.4 %
Erich Kellenberger (Member) 3)
2013
Employee
options
–
–
–
1)
total
74’680
0.9 %
Registered
shares
74’680
0.9 %
–
1’311’210
16.3%
1/2)
2014
Employee
options
–
– 2’759’170
34.5 %
–
–
–
–
–
–
138’780
1.7 %
–
138’780
1.7 %
138’780
1.7 %
–
138’780
1.7 %
Philippe Bernaud (General Manager aUBadE)
(Potential) share of voting rights
–
44’000
0.5 %
44’000
0 .5%
–
42’000
0.5 %
42’000
0.5 %
daniel Gemperle (COO & Group Projects)
–
24’000
0.3 %
24’000
0.3 %
–
14’000
0.2 %
14’000
0.2 %
andreas lindemann (General Manager CalIda)
–
22’100
0.3 %
22’100
0.3 %
13’022
0.2 %
38’000
0.4 %
51’022
0.6 %
Manuela Ottiger (Head of Group HR)
–
–
–
n/a
n/a
n/a
4’000
0.0 %
27’143
0.3 %
31’143
0.3 %
4’000
0.1 %
17’000
0.2 %
21’000
0.3 %
Felix Sulzberger (CEO and Member)
4)
Thomas Stöcklin (CFO)
1)
2)
3)
4)
New since election by the General Meeting on 13 May 2014.
Shareholding via Micalux S.a.
Shareholder group of Kellenberger family members.
New since fiscal year 2014.
62
Proposal of the Board of directors for the approbation of
available earnings and capital contribution reserves
in CHF 1’000
2014
2013
Retained earnings
Balance carried forward from prior year
Net income
Retained earnings at year-end/balance to be carried forward to new account
82’376
16’179
98’555
44’418
37’958
82’376
capital contribution reserves
Balance carried forward from prior year
allocation to capital contribution reserves
capital contribution reserve at the disposal of the General meeting
Balance carried forward to new account of the capital contribution reserves
7’775
1’880
9’655
–6’443
3’212
12’969
1’223
14’192
–6’417
7’775
The Board of directors will submit a proposal to the General Meeting of CalIda Holding aG on 12 May 2015 to issue a dividend
for the fiscal year 2014 of CHF 0.80 per registered share from the capital contribution reserve. This distribution is equivalent to
38.1% of the par value of the registered share. all shares outstanding as at 31 december 2014 are eligible for the dividend. The
exact amount of the dividend may change slightly due to potential new shares issued to employees from conditional capital.
Treasury shares held on the date of the dividend payment are not eligible for dividends; as a result, the total dividend amount
payable depends on the number of treasury shares held on the distribution date. The dividend can be distributed without withholding tax. Natural persons living in Switzerland are not liable for income tax on the dividend. assuming the General Meeting
approves the dividend, the payment will be made after 19 May 2015.
63
Report of the statutory auditor to the General Meeting of
as statutory auditor, we have audited the financial statements of CalIda Holding aG, which comprise the balance sheet, income
statement and notes (pages 58–63), for the year ended 31 december 2014.
Board of directors’ responsibility
The Board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law
and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control
system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The
Board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that
are reasonable in the circumstances.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
Swiss law and Swiss auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant
to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. an audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the
overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
opinion
In our opinion, the financial statements for the year ended 31 december 2014 comply with Swiss law and the company’s articles of
incorporation.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the auditor Oversight act (aOa) and independence (article
728 CO and article 11 aOa) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss auditing Standard 890, we confirm that an internal control system
exists, which has been designed for the preparation of financial statements according to the instructions of the Board of directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.
ernst & Young ltd
Christoph Michel
(auditor in charge)
64
Ruth Gwerder
Remuneration report 2014 CalIda Holding aG
introduction
The CalIda Group’s remuneration report describes the remuneration system applied and provides detailed information on the
remuneration of members of the Board of directors (Bod) and Executive Management for the fiscal years 2014 and 2013.
This report meets the requirements set out in SIX Swiss Exchange’s directive on Information relating to Corporate Governance
(dCG) dated 1 September 2014 as well as the requirements of articles 13 to 16 of the Ordinance against Excessive Compensation
at listed Joint-Stock Companies (OaEC), which entered into force on 1 January 2014.
In the past, these disclosures were largely included in the CalIda Group’s Corporate Governance Report and in the notes to financial statements of CalIda Holding aG.
1. Principles
The value and success of the CalIda Group hinges on the quality and dedication of its employees. The remuneration policy is
designed to recruit, motivate and retain qualified individuals for the Group. Performance-based and share-based components of
remuneration are included with the aim of encouraging individuals to think and act in the interests of the share-holders.
The remuneration system is based on the following principles:
– Remuneration should be fair and in line with the market
– Remuneration should be linked to the Company’s success
– The remuneration system should align the Group’s long-term strategy with employee interests
– Remuneration should be transparent
2. Remuneration regulations
The Nomination & Compensation Committee (NCC) supports the Board if directors in ful-filling its duties with regard to defining
compensation and designing option and participation plans.
approval process
decision on
Remuneration of Executive Management members (without CEO)
Remuneration of the CEO
CEO participation plan
Remuneration of the Bod and its committees
1)
CEO
Proposal
–
–
–
NCC
Proposal
Proposal
–
Proposal
Bod
decision
decision
decision
decision
1)
The CEO participation plan was agreed in 2001 before the NCC had been set up.
The NCC consisted of dr Thomas lustenberger as Chairman and Beat Grüring as member during the reporting period.
NCC meetings generally take place prior to meetings of the Board of directors so that proposals can be defined and approved by
the full Board.
as a whole, the NCC and Board of directors have solid knowledge and comprehensive insights into the textiles and clothing industry as well as the retail (non-food) sector. as a result, they are well placed to evaluate the Company’s market position and
value. Overall, the rewards package is geared towards responsibility, productivity in the scope of each function and individual
performance.
65
3. Remuneration system
Board of directors
The members of the Board of directors generally receive fixed compensation in cash; the exact composition depends on the
function and whether the individual serves on any committees of the Board. Some or all members of the Board of directors may
be awarded variable compensation in the form of options on or registered shares in CalIda Holding aG. When such an allocation
is made, the amount of the remuneration corresponds to the value of the participation certificates or rights on the date of allocation; conditions precedent and conditions subsequent do not affect the date of allocation.
The Board of directors defines allocation conditions, exercise conditions and exercise periods, as well as any vesting periods, forfeiture rules or conditions leading to unconditional and/or early legal claims to acquire the allocated participation certificates.
Both fixed and variable compensation is defined at the discretion of the Board of directors as a whole based on the recommendation of the NCC, subject to appoval by the General Meeting (starting from fiscal year 2016).
The Company is entitled to reimburse members of the Board of directors for out-of-pocket expenses in the form of actual or
lumpsum expense payments permitted in accordance with tax provisions. This does not count as remuneration.
In addition to a fixed fee of CHF 120k for his service on the Board of directors, Thomas lustenberger also received compensation
of CHF 17k (2013: CHF 80k) for his activities as member of the Board of directors of laFUMa Sa, France. The fee paid was
calculated according to the actual time spent, i.e. 28 hours (2013: 145 hours). The remuneration model was proposed and approved by resolution of the NCC – without Thomas lustenberger – and the Vice-Chairman of the Company’s Board of directors
in the fiscal year 2013. Thomas lustenberger stepped down from the Board of directors of laFUMa Sa on 11 September 2014.
No loans or credits are granted to current or former members of the Board of directors.
executive management
The members of Executive Management receive fixed and variable remuneration. The amount depends on qualitative and quantitative targets and parameters set by the Board of directors. The performance targets take account of the function and level of
responsibility of the Executive Management member and may be based, among other things, on the Company’s performance,
targets against the market, other companies or comparable benchmarks, the share price or agreed personal goals.
Some or all members of Executive Management – apart from the CEO – may be allocated employee stock options on registered
shares of CalIda Holding aG. When such an allocation is made, the amount of the remuneration corresponds to the value of
the participation certificates or rights on the date of allocation; conditions precedent and conditions subsequent do not affect the
date of allocation. The Board of directors defines allocation conditions, exercise conditions and exercise periods, as well as any
vesting periods, forfeiture rules or conditions leading to unconditional and/or early legal claims to acquire the allocated participation certificates.
The Board of directors as a whole has discretionary powers to define the amount based on a recommendation by the NCC, subject to appoval by the General Meeting (starting from fiscal year 2016). The Company’s compensation policy is performance-based
and in line with the market.
The Company is entitled to reimburse members of Executive Management for out-of-pocket expenses in the form of actual or
lumpsum expense payments permitted in accordance with tax provisions. This does not count as remuneration.
66
In the reporting period, earnings targets (operating profit, EBIT) – defined by the Board of directors during the budgeting process
– served as the basis for measuring short-term variable components. The variable components based on short-term targets are
capped at CHF 800k (gross) for the CEO, with a minimum value of CHF 0k in accordance with the range set for the earnings
targets. The variable components for other members of Executive Management are capped at 52 percent of the fixed component,
with a minimum value of 0 percent. Short-term, variable remuneration is generally paid out in the calendar month following
publication of the annual report.
The articles of incorporation of CalIda Holding aG provide for the possibility of a non-compete clause of up to three years for
departing members of Executive Management. There were no such contractual clauses in force as at 31 december 2014 or in the
past.
CEO participation plan
When the CEO was appointed in 2001, the Board of directors arranged an employee participation plan geared towards the longterm development of the Company. Under the original terms of the plan, the CEO was entitled to a 5 percent share in the increase
in value of the shares. The current plan was defined on 21 april 2010 and amended and extended in its modified form on 20
december 2013. The plan will take the form of a phantom stock plan until 31 december 2017, entitling the CEO to CHF 375k
for each CHF 2.50 increase in the share price. The plan provides for a payment of CHF 375k to be made when the price of the
CalIda Holding aG share exceeds the threshold of CHF 37.50, CHF 40.00, CHF 42.50, etc.
Payment shall be made only once each time a threshold is exceeded on a sustainable basis, i.e. no second payment is made if the
price slips below the threshold before rising again.
The payment is made on the last day of the first month in the half year following the date on which the threshold was exceeded
on a sustainable basis.
Externally contracted member of Executive Management
Manuela Ottiger was appointed Head of Group HR and joined Executive Management on 31 March 2014. She was Head of HR
of the CalIda division from 2003 to 2011 before going into business for herself.
Manuela Ottiger fulfills her function based on a service agreement and receives monthly compensation for her activities based on
a daily market rate. The agreement also provides for a variable performance-related component based on the same system applicable for other members of Executive Management.
Her fees are disclosed in the line item “Fixed salary (net)”.
No loans or credits are granted to current or former members of Executive Management.
Related parties
No remuneration is paid to related parties, nor are loans or credits granted.
67
4. Remuneration paid to members of the Board of directors
Current and former members of the Board of directors
in CHF 1’000
Thomas lustenberger (Chairman) 1)
Marco Gadola (Vice-Chairman) 2)
alfred M. Niederer (Vice-Chairman) 3)
Beat Grüring (Member)
Christian Haas (Member) 4)
Hans-Kristian Hoejsgaard (Member) 4)
Erich Kellenberger (Member)
Marianne Tesler (Member)
Non-executive members of the Board
of directors
Felix Sulzberger
total
1)
2)
3)
4)
2014
Fixed additional
Pension
salary (net) compen- expenses
sation
120
17
18
78
–
11
29
–
3
71
–
11
32
–
3
45
–
7
51
–
4
51
–
4
Total
155
89
32
82
35
52
55
55
2013
Fixed additional
Pension
salary (net) compen- expenses
sation
114
80
17
69
–
10
79
–
8
69
–
10
–
–
–
–
–
–
45
–
7
47
–
4
Total
211
79
87
79
–
–
52
51
477
17
61
555
423
80
56
559
–
477
–
17
–
61
–
555
–
423
–
80
–
56
–
559
The additional compensation awarded to Thomas lustenberger relates to compensation for his activity as representative of CalIda Holding aG on the
Board of directors of laFUMa Sa until 11 September 2014.
Vice-Chairman from 13 May 2014 and member prior to that.
Until the General Meeting on 13 May 2014.
New since election by the General Meeting on 13 May 2014.
5. Remuneration paid to members of executive management
Current and former members of Executive Management
in CHF 1’000
Fixed salary (net)
Variable salary (net)
total salary (net)
2014
Felix Sulzberger
total executive 2)
(CEO)
management
600
1’608
759
1’229
1’359
2’837
Remuneration from the
ceo participation plan
750 1)
750
Options (variable)
Compensation in kind
Pension expenses
–
7
361
353
32
903
2’477
4’875
total remuneration
1)
2013
Felix Sulzberger
total executive
(CEO)
management
577
1’367
1’424 4)
853 3)
1’430
2’791
–
5)
–
7
278
1’715
–
234 5)
32
819
3’876
Compared to the remuneration disclosed in accordance with OaEC, CHF 1.1 million more remuneration was disclosed in the
years 2010 to 2013 than was actually paid to the CEO. The reason for the difference is that according to the former accounting
principles of art. 663bbis CO not only the effective payouts were included but also the initial measurement of potential future
claims from the CEO participation plan for 2010–2017 and the subsequent measurement.
Executive Management was expanded by one member in the fiscal year 2014 (Head of Group HR).
Of which CHF 237k based on individual performance review.
4)
Of which CHF 370k based on individual performance review.
5)
48’000 (2013: 32’000) call options on registered shares in CalIda Holding aG with a par value of CHF 2.10 each; 1 option is equivalent to 1 subscription
right for a registered share at an exercise price of CHF 30.75 (2013: CHF 26.65); the definitive options purchased depend on vesting conditions being met,
e.g. continued employment, measurement using binomial model.
2)
3)
68
Report of the statutory auditor on the remuneration report of
We have audited the remuneration report dated 31 december 2014 of CalIda Holding aG (page 68) for the year ended
31 december 2014.
Responsibility of the Board of directors
The Board of directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance
with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange listed Companies (Ordinance). The Board
of directors is also responsible for designing the remuneration system and defining individual remuneration packages.
Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with
Swiss auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance.
an audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard
to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to
fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
opinion
In our opinion, the remuneration report for the year ended 31 december 2014 of CalIda Holding aG complies with Swiss law
and articles 14 – 16 of the Ordinance.
ernst & Young ltd
Christoph Michel
(auditor in charge)
Ruth Gwerder
69
CalIda Group
1.
Group structure and shareholders
1.1
Group structure
1.1.1 Overview of the Group’s operating structure
The chart below shows the Group’s operating structure as at year-end:
ceo
Felix Sulzberger1)
calida
andreas
lindemann1)
1)
aUBade
Philippe
Bernaud1)
millet
mountain Group
Frédéric ducruet
furniture
arnaud
du Mesnil
oXBoW
Bruno delaporte
coo & Group
Group hR
Projects
Manuela Ottiger1)
daniel Gemperle1)
cfo
Thomas Stöcklin1)
Member of the Executive Management
Operating division
Group function
1.1.2 listed companies in the consolidated group
The registered shares of CalIda Holding aG (“the Company”), with registered offices in Oberkirch (Switzerland),
are traded on the main segment of the SIX Swiss Exchange
(ISIN CH0126639464, ticker symbol CalN).
Market capitalisation came to approx. CHF 296.8m as at the
reporting date 31 december 2014.
The registered shares of laFUMa Sa, with registered offices
in annecy (France), are traded on the EURONEXT (ISIN
FR0000035263, ticker symbol laF).
Market capitalisation came to approx. EUR 136.2m as at the
reporting date 31 december 2014.
Shareholder group of Fondation Ethos, Pictet Funds
Sa and Vontobel Fonds Services aG
Balfidor Fondsleitung aG
5.0%
3.1%
1)
The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to art. 20 SESTa. Parties subject to the notification requirement have to disclose shareholdings when their
voting rights in CalIda Holding aG reach, exceed or fall
below the thresholds of 3, 5, 10, 15, 20, 25, 33 1⁄3, 50 or 66
2⁄3 percent.
1.1.3 Unlisted companies in the consolidated group
The annual report provides details of unlisted companies in
the consolidated group in the section “Scope of consolidation” in the “Financial statements 2014 of the CalIda
Group”.
all disclosure notifications of shareholdings in CalIda Holding aG are available on the disclosure Office’s electronic
publication platform at: http://www.six-swiss-exchange.
com/shares/companies/major_shareholders_en.html.
1.2 significant shareholders
The following shareholders reported that they held more
than 3% (directly and/or indirectly) of the share capital of
CalIda Holding aG recorded in the commercial register as
at 31 december 2014.
Shareholdings of members of the Board of directors and
Executive Management are presented in detail within the
relevant section of the notes to the financial statements 2014
of CalIda Holding aG, which form part of this annual report. The Company is not aware of any further significant
shareholders in the meaning of art. 20 SESTa.
Micalux S.a., luxemburg
34.7%
16.4%
6.4%
1.3 cross-shareholdings
There are no cross-shareholdings.
71
CalIda Group
2.
capital structure
2.1 capital as at 31 december 2014
The ordinary share capital of the Company amounts to approx. CHF 16.9m, divided into 8’053’437 registered shares
with a par value of CHF 2.10 each. The ordinary share capital
entered in the commercial register was approx. CHF 16.8m
as at 31 december 2014, corresponding to 7’995’380 registered shares.
The available authorised capital amounts to CHF 6.3m,
equivalent to 3’000’000 registered shares with a par value of
CHF 2.10 each.
The available conditional capital amounts to approx. CHF
0.6m. This equates to 306’563 registered shares with a par
value of CHF 2.10 each.
2.2 authorised and conditional capital in particular
The authorised capital can be used for acquisitions of companies, parts of companies or shareholdings by way of share
swap, for financing or refinancing acquisitions of companies,
parts of companies or shareholdings, new investment undertakings and private placement of shares. The Board of directors is authorised until 3 april 2015 to increase the share
capital by the available authorised capital. The Board is entitled to restrict or exclude the subscription rights of shareholders and to allocate them to third parties. Increases can be
carried out by way of firm underwriting and/or in increments. The Board of directors is authorised to define the issue price of the shares, the type of capital contribution and
the timing of dividend entitlement. Shares for which subscription rights have been issued, but not exercised, are to be
used by the Board of directors in the interests of the Company.
The conditional capital is used for participation plans for employees and members of the Board of directors of the Company or of Group companies. a subscription right for shareholders is excluded. Options for registered shares of CalIda
Holding aG are issued in accordance with a plan prepared by
the Board of directors. The exercise price of option rights
issued can be set below the stock exchange price prevailing
on the issue date.
2.3 changes in capital
The statement of changes in shareholders’ equity in the financial statements 2014 of CalIda Holding aG, which form
part of this annual report, contains details of the changes in
capital for the last three reporting periods.
72
2.4 shares and participation certificates
The number of shares and their par value are shown in section 2.1 above. The Company only has one share class,
meaning that the ratio of par value to voting power remains
constant. Each registered share has a par value of CHF 2.10
and gives the shareholder unrestricted entitlement to the
dividend. The capital is fully paid up. The Company has not
issued any participation certificates.
2.5 dividend-right certificates
The Company has not issued any dividend-right certificates.
2.6
limitations on transferability and nominee
registrations
2.6.1 limitations on transferability for each share category,
along with an indication of statutory group clauses, if any,
and rules for granting exceptions
The articles of incorporation do not provide for any limitations on transferability of registered shares.
2.6.2 Reasons for granting exceptions in the reporting year
The articles of incorporation do not provide for any limitations on transferability of registered shares.
2.6.3 admissibility of nominee registrations, along with an
indication of percent clauses, if any, and registration conditions
The Company does not accept any nominee registrations.
2.6.4 Procedure and conditions for cancelling statutory privileges and limitations on transferability
There are no statutory privileges or limitations on transferability.
2.7 convertible bonds and options
The Company has not issued any convertible bonds. For
details of employee stock options, please refer to the section
on share-based payments in the notes to the consolidated
financial statements 2014 of the CalIda Group, which form
part of this annual report.
CalIda Group
3.
Board of directors
3.1 members of the Board of directors (Bod)
a) Name, nationality, education and professional background
dr thomas lustenberger,
Chairman of the Board of directors
(non-executive member of the Board of directors)
Nationality:
Year of birth:
Joined the Bod:
term of office:
Swiss
1951
16.06.2000
until the annual General Meeting for the
fiscal year 2014
committee:
Nomination & Compensation Committee,
Chairman
education:
University of Berne (dr. iur.), Harvard
law School (ll.M.)
Professional background:
Partner in the law firm Meyerlustenberger lachenal, Zurich,
since 1987
other activities and vested interests:
Chairman of the Board of directors of allreal Holding aG,
Baar; Board member of further non-listed companies
marco Gadola,
Vice-Chairman of the Board of directors
Nationality:
Year of birth:
Joined the Bod:
term of office:
Swiss/French
1963
07.04.2011
fiscal year 2014
committee:
audit & Risk Committee, Chairman
education:
University of Basel (lic. rer. pol; MBa),
london School of Economics (accelerated
Management development Programme)
Since March 2013 CEO and member of Executive Management of the Straumann Group; July 2012 to February 2013
CEO asia Pacific of the Panalpina Group; 2008 to June 2012
CFO and member of Executive Management of the Panalpina
Group; 2005 to 2008 CFO/Chief Operations Officer and
member of Executive Management of the Straumann Group;
2001 to 2005 Group CFO and member of Executive Management of the HERO Group; 1992 to 2001 various positions in
the Hilti Group, including in the USa, Spain and Germany
–
Beat Grüring,
Nationality:
Year of birth:
Joined the Bod:
term of office:
Swiss
1961
04.05.2005
fiscal year 2014
committee:
Nomination & Compensation Committee, member
education:
Higher Business and Management College, Berne (Business Economist FH)
Co-owner and CEO of the Tally Weijl Group, Basel, since
1984
–
christian haas,
Nationality:
Year of birth:
Joined the Bod:
term of office:
French
1948
13.05.2014
fiscal year 2014
education:
Ecole Nationale d’administration, Paris;
dES droit; IEP Paris
Since March 2014, President of Micalux; since 2011, CEO of
M.I.3 luxembourg; since 1996 President of MaTINVEST and
Vice-President Matignon Investissement et Gestion; since
1996 General director of Senlisienne de Portefeuille and
COMIR; 1985 to 1996 Banque Worms: deputy General director and in charge of investment banking; 1978 to 1985
Institut de developpement Industriel
Since 2001 represenative of COMIR in the Board of directors
of laFUMa Sa, annecy-le-Vieux / F which is acting as a
group with SOPaRCIF
hans-Kristian hoejsgaard,
Nationality:
Year of birth:
Joined the Bod:
term of office:
committee:
danish
1958
13.05.2014
fiscal year 2014
audit & Risk Committee, member
73
CalIda Group
education:
Southern denmark Business School (Hd
business graduate); Harvard Business
School (Executive Education); INSEad
(Executive Education); The Wharton
School of Business, University of Pennsylvania (Executive Education)
Since 2011 Oettinger davidoff aG, Basel, CEO, member of
the Board of directors since 2014; 2008–2009 Timex Group
B.V., New York, CEO and Member of the Board of directors
of Timex India; 2003 to 2007 Georg Jensen a/S, Kopenhagen, Member of the Board of directors; 1998 to 2002
lancaster Group (Coty), Paris, CEO; 1993 to 1998 Guerlain
(lVMH) Hong Kong, Regional Managing director, asia
Pacific; 1986 to 1993 Seagram International, Italy, Hong
Kong, Thailand
–
erich Kellenberger,
Nationality:
Year of birth:
Joined the Bod:
term of office:
Swiss
1948
22.09.1986
fiscal year 2014
education:
leicester Polytechnic (Textil Ing.)
Various operational functions in the CalIda Group from
1970 to 2001
Chairman of the Board of directors of Blue lemon aG, lucerne; Chairman of the Board of directors of dama aG,
Oberkirch; Board member of further non-listed companies
felix sulzberger,
(executive member of the Board of directors)
CEO
Nationality:
Year of birth:
Joined the Bod:
term of office:
Swiss
1951
09.04.2008
fiscal year 2014
education:
University of Graz / a (Mag. rer. soc. oec.)
1986 to 2001 General Manager / President Europe for three
leading, multinational companies in the sports and clothing
industry; 1976 to 1986 international marketing and sales
74
positions in the tobacco and food division of a multinational
company
Member of the advisory Board of Finatem Beteiligungs
GmbH, Frankfurt a.M. / d; Président et directeur Général of
laFUMa Sa, annecy-le-Vieux / F
marianne tesler,
Nationality:
Year of birth:
Joined the Bod:
term of office:
French
1946
10.05. 2006
fiscal year 2014
education:
Université libre de Bruxelles (degree in
Political Science and administration and
Journalism); Université de Paris dauphine
(Graduate of the “Institut d’administration d’Entreprises”)
Since 2008 CEO art Partner Inc.; 2006 to 2008 CEO damon
dash Enterprises and Rachel Roy, New York; 2004 to 2006
international development of the multi-brand concept for
antichi Pelletieri; 1999 to 2004 CEO Givenchy Haute Couture and Ready-to-Wear; 1996 to 1999 CEO Nike France;
1995 to 1996 Vice-President Supply Chain Whirlpool Europe; 1994 to 1995 Controller Whirlpool North america;
1990 to 1994 CFO and deputy General Manager Whirlpool
France; 1985 to 1990 Philips
Trustee of the International House, New York/USa
b) Operational management tasks for the issuer or one of the
issuer’s subsidiaries
With the exception of Felix Sulzberger, none of the members
of the Board of directors have operational management duties within the Group.
c) Executive management representation and significant
business relationships
None of the non-executive members of the Board of directors have been represented within the Executive Management of CalIda Holding aG or any of its subsidiaries for the
last four years.
The CalIda Group draws on the legal advisory services of
several law firms, including Meyerlustenberger lachenal,
Zurich, in which dr Thomas lustenberger, Chairman of the
Board of directors of CalIda Holding aG, is a partner. Mey-
CalIda Group
erlustenberger lachenal invoiced the CalIda Group for fees
totalling CHF 222k in the reporting period.
as at 14 January 2014 and in connection with the acquisition
of the laFUMa Group, the CalIda Group acquired 22’000
shares in laFUMa Sa from Felix Sulzberger, member of the
Board of directors and CEO. The purchase price of EUR 14
per share corresponds to the price under the mandatory
takeover bid from 27 december 2013 to 13 January 2014.
The shareholder group of the Kellenberger family members,
which holds 34.7% of the share capital entered in the commercial register, is represented by Erich Kellenberger on the
Board of directors of CalIda Holding aG. CalIda aG
generated revenue of CHF 415k with Blue lemon aG, which
is controlled by Erich Kellenberger. The transactions were
conducted at arm’s length.
There are no other significant business relationships between
the CalIda Group and the non-executive members of the
Board of directors.
3.2 other activities and vested interests
The other activities and vested interests of individual members of the Board of directors are set out in section 3.1 a)
above.
3.3
Rules in the articles of incorporation on the number
of permitted activities pursuant to art. 12 para. 1
point 1 ordinance against excessive compensation
at listed Joint-stock companies (oaec)
The members of the Board of directors are limited in the
number of additional activities they may assume in the supreme management or administrative bodies of other legal
entities required to be registered in the commercial register or
a comparable foreign register unless these companies control
or are controlled by the Company. The limits are as follows:
– 5 mandates for listed companies, with multiple mandates
for different companies within the same group counting as
a single mandate; and
– 10 paid mandates for other legal entities, with multiple
mandates for different companies within the same group
counting as a single mandate; and
– 10 non-paid paid mandates (expense payments do not
count as “paid”), with multiple mandates for different
companies within the same group counting as a single
mandate.
Not in scope of these limitations are mandates assumed by a
member of the Board of directors on behalf of the Company
(e.g. for joint-ventures or pension funds of this legal entity or
for entities in which this legal entity holds a material
(non-consolidated) interest).
3.4 election and term of office
3.4.1 Principles of the election procedure
The members of the Board of directors are elected for a term
of one year. Re-election is permissible without restrictions.
The members of the Board of directors are elected individually.
3.4.2 Initial election and remaining term of office
Section 3.1 a) above shows the date of first election to office
and the remaining term of office for the individual members
of the Board of directors.
3.5 internal organisational structure
3.5.1 allocation of tasks within the Board of directors
details regarding the individual members of the Board of
directors and their functions are shown in section 3.1 a).
The Board of directors is self-constituting, subject to mandatory competences of the General Meeting. It appoints a
Vice-Chairman and a secretary, who does not have to be a
member of the Board. The term of office for the responsibilities allocated during constitution is usually identical to the
term of office as a member of the Board of directors. However, the Board has the right to terminate the assignment to
a field of responsibility before expiry of this term where there
is a valid reason, subject to mandatory competences of the
General Meeting.
3.5.2 Members list, tasks and area of responsibility for each
committee of the Board of directors
Membership of the various committees of the Board of directors is shown in section 3.1 a) above.
The Board of directors can at any time make use of standing
or ad-hoc committees for the purpose of preparing individual
resolutions and fulfilling certain control functions, or for
other specific tasks. These committees are not authorised to
pass resolutions. The Nomination & Compensation Committee shall be elected by the General Meeting for a term until
the conclusion of the following ordinary General Meeting.
The members of the other committees, in particular the audit
& Risk Committee, shall be determined by the Board of directors. as a rule, between two and four members of the
Board of directors sit on each committee. Members who are
also part of Executive Management cannot, and the Chairman of the Board of directors should not, if possible, serve in
the audit & Risk Committee.
75
CalIda Group
However, the latter can attend the committee meetings with
the permission of its chairman, provided he is not personally
affected by one of the agenda items. The Board of directors
elects the committee members on the recommendations of
the Nomination & Compensation Committee, except the
members of the Nomination & Compensation Committee
who are elected by the General Meeting. Re-election is permissible. The Board of directors also elects the chairman of
the committee.
In accordance with the organisational regulations issued by
the Board of directors, the audit & Risk Committee has the
following main duties:
– Examine the design of the accounting system (applicable
accounting and reporting regulations, internal and external
financial reporting, liquidity and financing management,
assessment of valuation and financing principles) with regard to suitability, reliability and effectiveness and, if required, submit change proposals together with the CFO
and in coordination with the CEO for the attention of the
Board of directors;
– Examine the annual financial statements and other financial information included in published financial statements
of the Group;
– Monitor and assess risks to the organisation and review
risk management practices and the effectiveness and efficiency of the internal control system (ICS);
– Periodically review the insurance coverage available to the
Group (including d&O insurance);
– Supervise business activities to monitor compliance with
resolutions of the Board of directors, internal regulations
and guidelines, directives, and the relevant legal provisions, including, but not limited to, stock exchange legislation (compliance);
– Review the performance, independence and fees paid to
the external auditors and make a recommendation to the
Board of directors and ultimately the General Meeting
regarding election;
– discuss the audit reports in detail; discuss all significant
findings and recommendations of the external auditors
with Executive Management and the external auditors;
– Monitor implementation of the external auditors’ recommendations;
– Monitor the performance of and fees paid for consulting
engagements with related parties;
– Perform any other tasks delegated by the Board of directors.
In accordance with the organisational regulations issued by
the Board of directors, the Nomination & Compensation
Committee has the following main duties:
76
– Manage the selection process and formulate proposals regarding new members of the Board of directors;
– Manage the selection process and formulate proposals regarding the CEO;
– Examine the selection process for members of Executive
Management (including interviews at the final selection
stage) as well as the significant terms of their employment
contracts;
– Submit proposals regarding the compensation of the Board
of directors and its committees;
– Examine, negotiate and submit proposals regarding the
compensation paid to the CEO;
– Examine and submit proposals (together with the CEO)
regarding compensation to the members of Executive
Management and note secondary activities of members of
Executive Management;
– Examine, recommend and monitor implementation of option and participation plans for members of the Board, the
CEO, the Executive Management and other employees;
– Succession planning at top management level;
– Perform any other tasks in the area of nomination and
compensation delegated by the Board of directors.
3.5.3 Working methods of the Board of directors and its
committees
Ordinary Board meetings are held at least four times each
year. One of the meetings is a strategy meeting and a longer
session is scheduled accordingly. The meetings usually last for
between half a day and one and a half days. The Board of
directors also meets as often as necessary beyond the scope
of ordinary meetings. Extraordinary meetings are held at the
request of the Chairman or one of the members of the Board
of directors. They are scheduled to enable a majority of
Board members to participate. When organising meetings,
members who are not able to attend in person can request
to participate in the discussions and resolutions by telephone,
if necessary. In the reporting period, four ordinary meetings
as well as three extraordinary telephone conferences and one
extraordinary meeting were held.
The Board of directors is quorate when at least half of its
members are present at the meeting, with the exception of
resolutions in connection with capital increases, for which the
quorum requirement does not apply.
Resolutions may also be passed by means of video or telephone conference or electronic media unless a member requests a meeting to discuss the matter. Such requests should
be expressed as early as possible.
CalIda Group
Resolutions can also be passed by circulation, i.e. by letter,
fax, e-mail or comparable systems, unless a member requests
verbal discussion in a video or telephone conference or at a
meeting. The Chairman of the Board of directors is responsible for managing the process for resolutions passed by circulation. approval of all Board members, especially those who
are absent, is required to pass resolutions on agenda matters
which were not formally announced in advance.
Members of the Board of directors and Executive Management are required to leave the meeting whenever matters are
discussed or decisions made which involve their own interests
or those of related parties. They should arrange their business
affairs to avoid conflicts of interest to the extent possible. The
Board of directors determines whether a conflict of interest
exists. The relevant member of Executive Management or
the Board of directors may not take part in discussions or
decisions relating to the affected agenda item and must leave
the meeting but is permitted to make a personal statement
before the discussion begins.
The audit & Risk Committee meets as often as business requires but at least twice a year. The committee meets at least
once each year with representatives of the external auditors.
No members of Executive Management are permitted to attend such meetings. The CFO usually participates in the
meetings with the exception of the aforementioned meeting.
The committee can request the attendance of other members
of the Board of directors, the CEO, individual members of
Executive Management or other specialists. The decision is
made by the Chairman of the committee. Three meetings
took place in the reporting period.
The Nomination & Compensation Committee meets as often
as business requires. The Chairman can invite members of
Executive Management or third parties to the meetings. One
meeting took place in the reporting period.
The Chairman also assumes special tasks as the contact person for the CEO and Executive Management. Twelve meetings were held in the reporting period in connection with
such tasks.
The meetings of the Board of directors and its committees
usually take place at the Company’s registered offices or at
the registered offices of its subsidiaries but can occasionally
also take place at other locations. The members of Executive
Management participate in meetings of the Board of directors and its committees if required.
3.6 definitions of areas of responsibility
The main duties of the Board of directors consist of defining
and periodically reviewing the corporate strategy, business
policies and organisation of the Group; monitoring operational business and risk management; as well as periodically
evaluating its own performance, that of the CEO, and together with him, that of the members of Executive Management. Operational business management is delegated to the
CEO to the extent permitted by law and based on the organisational regulations issued by the Board of directors. Operational business management encompasses all management
duties which are not reserved for the Board of directors by
law, the articles of incorporation, the organisational regulations and, if applicable, specific Board resolutions and includes the general management of the entire Group, including, but not limited to, the subsidiaries. The non-transferable
duties in the meaning of art. 716a CO remain the domain of
the Board of directors as a whole. The CEO is the Chairman
of the Executive Management, which also includes a CFO
and other executives required for general management. The
CEO is responsible for the organisation (including representation arrangements), management and supervision of Executive Management as well as for all subordinated entities
within the Group. For this purpose, he draws up an organisational chart and appropriate management regulations (including the regulation of authorities within Executive Management and lower levels of hierarchy), both of which are to
be approved by the Board of directors.
3.7
information and control instruments vis-à-vis
The Board of directors has various information and control
instruments vis-à-vis Executive Management. Besides the
duty of the CEO to provide information in accordance with
the provisions of the organisational regulations, the various
committees (see section 3.5.2) also have defined tasks and
reporting duties. another instrument are the comments and
findings of the statutory auditor in the course of the audit
engagement. The CalIda Group does not have its own internal audit function.
The organisational regulations approved by the Board of directors require the CEO to provide information as follows:
– The CEO shall inform the Board of directors of the significant events in operational business management, the implementation of resolutions passed by the Board and any
other factors of significance for the Board of directors and
its decision making;
– In particular, the CEO and, in his absence, his deputy or
the responsible member of Executive Management, must
77
CalIda Group
immediately inform the Board of directors of any events
which significantly influence or could influence the business;
– The CEO is responsible for ensuring that the following information is provided to the Board of directors in a timely
manner, i.e. immediately once it is available: consolidated
half-year and annual financial statements and reports;
consolidated monthly financial statements, including KPIs;
interim reports on the business for every meeting of the
Board of directors; information on the development of the
business and the market for each meeting of the Board of
directors; information tailored to the relevant level with
regard to the ICS and risk management system – as
needed but at least half yearly; if necessary, additional information requested by the Board of directors.
The Board of directors carries out an annual assessment of
the risk management system. Executive Management prepares a risk portfolio containing the risks of relevance for the
entire CalIda Group. The identified risks are categorised by
area, i.e. environment, sales, distribution, design and development, procurement, administration, finance, organisation
and IT, and assessed for the likelihood of occurrence and
impact. a risk tracking sheet is prepared each year. The audit
& Risk Committee monitors the risk assessment on behalf of
the Board of directors and reviews risk management practices. The Board of directors also comments from a strategic
perspective. More detailed information about financial risk
management and the risk assessment is provided in the notes
to the financial statements 2014 of the CalIda Group in the
sections “Financial risk management” and “Risk assessment”.
The organisational regulations also contain provisions entitling every member of the Board of directors to request information on matters involving the Company from other
members and from Executive Management at meetings of
the Board of directors. Beyond the scope of the meetings,
every member of the Board is entitled to request information
from the CEO and the CFO regarding the course of business
and significant transactions.
4.
4.1 members of the executive management (em)
Name, nationality, education and professional background
felix sulzberger,
Chief Financial Officer
(executive member of the Board of directors)
Nationality:
Swiss
Year of birth:
1951
Joined em:
01.11.2001
education:
University of Graz / a (Mag. rer. soc. oec.)
1986 to 2001 General Manager / President Europe for three
leading, multinational companies in the sports and clothing
industry; 1976 to 1986 international marketing and sales
positions in the tobacco and food division of a multinational
company
Member of the advisory Board of Finatem Beteiligungs
GmbH, Frankfurt a.M. / d; President and General director of
laFUMa Sa, annecy-le-Vieux / F
Philippe Bernaud,
General Manager aUBadE Brand
Nationality:
Year of birth:
Joined em:
education:
French
1969
01.03.2010
diplôme d’Etudes Comptables et
Financiers
1995 to 2010 div. positions in the finance department, most
recently Head of Finance and Head of Retail of the aUBadE
brand; 1993 to 1995 Head of accounting at an energy company; 1992 to 1993 auditor at a marketing company
Member of the Board of directors of laFUMa Sa, annecy-le-Vieux / F
daniel Gemperle,
COO & Group Projects
Nationality:
Year of birth:
Joined em:
education:
78
Swiss
1959
01.08.2011
University of applied Sciences, clothing &
technology, Mönchengladbach / d (Ing.
FH)
CalIda Group
1999–2011 member of Executive Management of the CalIda brand and responsible for production, logistics, procurement and technical development and some aspects of information technology; 2005–2011 additionally responsible for
integration projects for the aUBadE brand; 1988 to 1999
member of Executive Management (Operations division)
and the Board of directors of a Swiss clothing company;
1984 to 1988 responsible for operations at a Swiss clothing
group (retail and production)
Member of the Board of directors of laFUMa Sa, annecyle-Vieux / F
andreas lindemann,
General Manager CalIda Brand
Nationality:
Year of birth:
Joined em:
education:
Swiss
1962
01.01.2003
University of applied Sciences and arts,
lucerne (Business Economist FH), Swiss
academy of accounting, Zurich (Swiss
Certified accountant)
2003 to 2010 CFO and member of Executive Management
of the CalIda Group; 1998 to 2002 member of Executive
Management (CFO and Head of Management Services) of a
Swiss media group; 1995 to 1998 Head of Finance and accounting in the duty Free division of a multinational tobacco
company; 1989 to 1995 auditor for a global auditing and
advisory firm
Member of the Board of directors of auto aG Holding,
Rothenburg
manuela ottiger,
Head of Group HR
Nationality:
Year of birth:
Joined em:
education:
Swiss
1971
28.03.2014
SIB Schweizerisches Institut für Betriebsökonomie (certified HR Manager)
Since 2012 owner and CEO of Ottiger Consulting; 2003 to
2011 Head of HR and member of Executive Management of
the CalIda brand; 1994 to 2003 Head of HR at a Swiss
media group; 1991 to 1993 accountant at an accountancy
firm
Member of the Board of directors of laFUMa Sa, annecyle-Vieux / F (since 10.09.2014); member of the Board of the
foundation “lebensraum Gebirge”
thomas stöcklin,
Chief Financial Officer
Nationality:
Year of birth:
Joined em:
education:
Swiss
1970
01.02.2011
University of applied Sciences and arts,
lucerne (Business Economist FH), Swiss
academy of accounting, Zurich (Swiss
Certified accountant)
2005 to 2010 Group Controller of the CalIda Group and
then Head of Finance of the CalIda brand; 2001 to 2005
audit manager and 2002 to 2005 assistant to the Head of
audit Switzerland at a global audit and advisory firm; 1997
to 2001 audit assistant at a global audit and advisory firm;
1985 to 1997 various positions at a major Swiss bank in lucerne and lausanne
Member of the Board of directors of laFUMa Sa, annecy-le-Vieux / F
4.2 other activities and vested interests
These details are provided in section 4.1.
4.3
Rules in the articles of incorporation on the number
of permitted activities pursuant to art. 12 para. 1
point 1 oaec
The members of Executive Management are limited in the
number of additional activities they may assume in the supreme management or administrative bodies of other legal
entities required to be registered in the commercial register or
a comparable foreign register unless these companies control
or are controlled by the Company. The limits are as follows:
– 1 mandate for listed companies, with multiple mandates
for different companies within the same group counting as
a single mandate; and
– 1 paid mandates for other legal entities, with multiple
mandates for different companies within the same group
counting as a single mandate; and
– 2 non-paid paid mandates (expense payments do not
count as “paid”), with multiple mandates for different
companies within the same group counting as a single
mandate.
79
CalIda Group
Not in scope of these limitations are mandates assumed by a
member of Executive Management on behalf of the Company (e.g. for joint-ventures or pension funds of this legal
entity or for entities in which this legal entity holds a material
(non-consolidated) interest).
Mandates or employment offers beyond the CalIda Group
are subject to the prior authorisation of the Board of directors.
4.4 management contracts
In 2014 Manuela Ottiger was appointed Head of Group HR.
a contractual agreement to this end was entered into with
Ottiger Consulting GmbH, Eich, a company controlled by
Manuela Ottiger.
The contract provides for Manuela Ottiger to personally fulfil
the function as member of Executive Management and
therefore does not constitute a management contract.
5.
compensation, shareholdings and loans
5.1
content and method of determining the compensation
and shareholding programmes
For details of the content and method of determining the
remuneration and shareholding programmes, please refer to
the 2014 remuneration report of CalIda Holding aG (pages
65 to 68 of this annual report).
5.2 disclosures from issuers subject to the oaec
5.2.1 Rules in the articles of incorporation on the principles
applicable to performance-related pay and to the allocation
of equity securities, convertible rights and options, as well as
the additional amount for payments to members of Executive
Management appointed after the vote on pay at the General
Meeting
For details of the principles governing performance-related
pay and the allocation of participation certificates, convertible rights and options, please refer to the 2014 remuneration
report of CalIda Holding aG (pages 65 to 68 of this annual
report).
an additional amount in accordance with art. 19 OaEC is
available for members of Executive Management who are
appointed after the maximum total remuneration is approved.
For a new CEO or CFO, the additional amount may not exceed by more than 30% the maximum total remuneration
approved by the General Meeting for the former CEO/CFO
for the relevant fiscal year. For any other members of Execu-
80
tive Management, the additional amount may not exceed by
more than 30% the average total remuneration of the other
members of the Executive Management for the relevant fiscal year. The average total remuneration of an Executive
Management member is the maximum amount approved for
the members of Executive Management less the amount relating to the CEO and the CFO, divided by the number of
Executive Management members (without the CEO and
CFO) on the date the amount was approved by the General
Meeting.
5.2.2 Rules in the articles of incorporation on loans, credit
facilities and post-employment benefits for members of the
Board of directors and Executive Management
No loans, credit facilities and post-employment benefits are
granted to members of the board of directors and executive
management
5.2.3 Rules in the articles of incorporation on the vote on pay
at the General Meeting
The General Meeting approves total remuneration of the
members of the Board of directors and Executive Management annually, generally at the annual General Meeting, for
the fiscal year following the General Meeting. The vote of
the General Meeting is binding.
The Board of directors may submit proposals for approval by
the General Meeting regarding the maximum total amounts,
individual remuneration components for other periods or
other matters. The Board can also present the remuneration
report for the preceding fiscal year for a non-binding vote by
the General Meeting.
If the General Meeting rejects the maximum total remuneration for Executive Management and/or the Board of directors, the Board of directors can submit amended proposals
for approval by that same meeting or subsequent ordinary or
extraordinary General Meetings. The amended proposals can
relate to a maximum total amount or several maximum partial amounts, taking into account all relevant factors.
6.
shareholders’ participation
6.1 Voting rights restrictions and representation
6.1.1 Rules in the articles of incorporation on restrictions to
voting rights, along with an indication of group clauses and
rules on granting exceptions, as well as exceptions actually
granted during the year under review
The Company’s articles of incorporation do not provide for
any restrictions on voting rights. They contain provisions al-
CalIda Group
lowing a shareholder to be represented by another shareholder with a written power of attorney. The above is subject
to legal representation.
6.1.2 Not applicable
6.1.3 Reasons for granting exceptions in the year under review
There are no restrictions on voting rights.
6.1.4 Procedure and conditions for abolishing voting rights
restrictions laid down in the articles of incorporation
There are no restrictions on voting rights.
6.1.5 Rules in the articles of incorporation on participation in
the General Meeting
The Company’s articles of incorporation do not contain any
regulations which deviate from the legal stipulations.
6.1.6 Information on any rules which might be laid down in
the articles of incorporation on the issue of instructions to the
independent proxy
The General Meeting elects an independent proxy, which can
be a natural or legal entity or a partnership. The term ends at
the end of the next ordinary General Meeting. Re-election is
possible.
The General Meeting can dismiss the independent proxy effective as of the end of the General Meeting. If the Company
does not have an independent proxy, the Board of directors
appoints one for the next General Meeting.
The independent proxy must follow the voting instructions
issued. If no explicit or concluding instructions are received,
the independent proxy abstains from voting.
The Board of directors can determine the requirements relating to representations and instructions. It can also define the
criteria for valid instruction of the independent proxy. Furthermore, it can waive the requirement for a qualified electronic signature for electronic representations.
The Board of directors ensures that the shareholders have
the possibility to instruct the independent proxy on each of
the proposals presented at the time of the convocation. It
also ensures that shareholders have the possibility to issue
general instructions i) on new proposals added to the agenda
(including those on rejected remuneration proposals in accordance with art. 15 para. 3 of the articles of incorporation
and (ii) on proposals relating to unannounced agenda items
(proposal to convene an extraordinary general meeting or
conduct a special audit).
6.2 statutory quorums
regulations which deviate from the legal stipulations. The
General Meeting passes resolutions and carries out elections
with the absolute majority of share votes represented, unless
defined otherwise by law or the articles of incorporation. In
the second round of election, the relative majority decides. In
the event of a tie, the Chairman has the casting vote except
for elections, where the result is decided by lot.
6.3 convocation of the general meeting of shareholders
regulations which deviate from the legal stipulations. Shareholders recorded in the share register are invited in writing
and by publication in the Swiss Official Gazette of Commerce
at least 20 days prior to the meeting.
6.4 inclusion of items on the agenda
Shareholders representing shares with a par value of at least
one million Swiss francs or 10% of the share capital can request to add a matter to the agenda for discussion. agenda
items with proposals to the General Meeting must be submitted to the Company in writing, for the attention of the Board
of directors, no more than 45 days before the date of the
General Meeting.
6.5 inscription into the share register
The Company only considers shareholders as such if they are
entered in the share register. Shareholders are entitled to vote
at the General Meeting provided they are recorded in the
share register 30 days before the date of the General Meeting.
No changes are made to the share register in the 30 days
leading up to or on the date of the General Meeting.
7.
changes of control
7.1 duty to make an offer
There are no regulations in the articles of incorporation regarding opting out or opting up (art. 22 SESTa).
7.2 clauses on changes of control
Options granted to the Board of directors, Executive Management or employees can be converted immediately in the
event of a change of control.
81
CalIda Group
8.
auditing body
8.1
duration of the mandate and term of office
of the lead auditor
8.1.1 date of assumption of the existing auditing mandate
Ernst & Young ltd, Zurich, was first appointed as the Company’s statutory auditors for one fiscal year at the General
Meeting for the fiscal year 2006 (2 May 2007). The statutory
auditors were re-elected for another year at the General
Meeting for the fiscal year 2013.
8.1.2 date on which the lead auditor responsible for the
existing auditing mandate took up office
The auditor in charge of the audit engagement took office as
engagement partner at the General Meeting for the 2013
fiscal year (13 May 2014). The auditor in charge is rotated
every seven years in accordance with the maximum term
allowed. The current term will expire at the General Meeting
for the fiscal year 2020.
8.2 audit fees
audit fees of approx. CHF 570k (allocated to the appropriate
period) were payable to the statutory auditors Ernst & Young
ltd for the audit of the separate and consolidated financial
statements 2014. The non-recurring audit related fees
amount to CHF 30k.
8.3 additional fees
additional fees of CHF 45k were payable to Ernst & Young
ltd for advisory services.
8.4
informational instruments pertaining to the external
audit
The audit & Risk Committee carries out an annual review of
the performance, fees and independence of the statutory
auditors. It recommends which statutory auditors should be
proposed by the Board of directors to the General Meeting.
The audit & Risk Committee assesses the work and the fees
of the statutory auditors based on the comprehensive reports
and audit reports prepared by the auditors, as well as verbal
discussions.
The audit & Risk Committee meets at least once each year
with representatives of the external auditors. No members of
Executive Management are permitted to attend such meetings. The audit & Risk Committee held one meeting with
representatives of the statutory auditors over the course of
the reporting period.
82
9.
information policy
CalIda Holding aG updates its stakeholders on the business
development in annual and half-year reports. Shareholders
recorded in the Company’s share register can request a copy
of the annual report dated 31 december 2014. Requested
reports are sent out with the invitation to the annual General
Meeting. an electronic version is available on our website
(see below) from 16 March 2015. Shareholders can request
a copy of the half-year report in summer 2015. annual reports, half-year reports, ad hoc news, press releases, key
dates, etc. can all be found online in the “Investors” section
of www.calidagroup.com. Interested parties can also sign up
to receive ad hoc news electronically.
Printed documents and brochures can be ordered online at
www.calidagroup.com, by e-mail from investor.relations@
calida.com, or from CalIda Holding aG, Investor Relations,
P.O. Box, 6210 Sursee, +41 41 925 42 42. The Company
announces price-sensitive facts in accordance with regulations of the SIX Swiss Exchange.
calida holding aG
Bahnstrasse
CH–6208 Oberkirch
Phone +41 41 925 45 25
Fax
+41 41 925 42 84
www.calidagroup.com
Postal address
Investor Relations
P.O. Box
CH–6210 Sursee
Phone +41 41 925 42 42
Fax
+41 41 925 46 15
[email protected]

CalIdaHolding - CALIDA Group

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