Notes to the consolidated financial statements
– Financial reporting – Notes to the consolidated financial statements
1 General information
Sulzer Ltd (the “companyˮ) is a company domiciled in Switzerland. The address of the company’s registered office is Neuwiesenstrasse 15 in Winterthur, Switzerland. The consolidated financial statements for the year ended December 31, 2021, comprise the company and its subsidiaries (together referred to as the “groupˮ and individually as the “subsidiariesˮ) and the group’s interest in associates and joint ventures. The group specializes in pumping, agitation, mixing, separation and purification technologies for fluids of all types. Sulzer was founded in 1834 in Winterthur, Switzerland, and employs around 13’800 people. The company serves clients in over 180 production and service sites around the world. Sulzer Ltd is listed on SIX Swiss Exchange in Zurich, Switzerland (symbol: SUN).
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They were authorized for issue by the Board of Directors on February 17, 2022.
Details of the group’s accounting policies are included in note 34.
2Significant events and transactions during the reporting period
The financial position and performance of the group were particularly affected by the following events and transactions during the reporting period:
- On September 20, 2021, Sulzer Ltd shareholders at their Extraordinary General Meeting approved the 100% spin-off of its Applicator Systems (APS) division (later renamed medmix) through a 1:1 share split, granting Sulzer shareholders one APS share in addition to each Sulzer share held. The spin-off was registered in the commercial registers of the cantons of Zurich and Zug on September 20, 2021, simultaneously with the incorporation of the new company, which was registered with a share capital of 34’262’370 shares (registered shares with a nominal value of CHF 0.01 each). The spin-off became legally effective upon registration in the competent commercial registers, whereas the benefits and risks related to the assets and liabilities were economically transferred with retroactive effect as of January 1, 2021 (see note 7). The group has therefore separated the financial data for 2021 and prior year into “continuing” and “discontinued” operations. Discontinued operations include the operational results from the Applicator Systems division, certain corporate activities attributable to the Applicator Systems division prior to the spin-off on September 20, 2021 and the gain on net assets derecognized as of September 20, 2021. The shareholder approval to spin off the Applicator Systems division required the recognition of a distribution liability, measured at the fair value of the Applicator Systems division, and represented a deduction of retained earnings.
- Net income from discontinued operations (net of tax) amounted to CHF 1’278.3 million, comprising a net income from discontinued business activities of CHF 23.2 million for the year up to the spin-off date and a gain on net assets derecognized of CHF 1’255.1 million. The gain on net assets derecognized is mainly the difference between the distribution liability of the Applicator Systems division of CHF 1’485.6 million and the division’s net assets of CHF 244.2 million on the spin-off date. In the balance sheet, the equity is increased by the net income from discontinued operations of CHF 1’278.3 million and offset by the derecognition of the spin-off related distribution liability of CHF 1’485.6 million. The details pertaining to the income statement, segment information and balance sheet of the discontinued operations are presented in note 7.
- On February 1, 2021, the group acquired a 100% controlling interest in Nordic Water Holding AB (Nordic Water) for CHF 129.2 million. The headquarters of Nordic Water is located in Gothenburg, Sweden. Nordic Water employs approximately 200 people and is a pioneering innovation leader and is known for its broad application suite in primary, secondary and tertiary water treatment and its global reach. With the acquisition of Nordic Water, the group will be able to grow its wastewater-treatment business with equipment that complements the existing portfolio of pumps, grinders, mixers, compressors and other products that Sulzer currently provides for the water market. Nordic Water will operate as part of the group’s Flow Equipment division. The acquisition resulted in an increase in goodwill of CHF 54.9 million and other intangible assets of CHF 72.3 million at the date of acquisition (see note 4).
- The group recognized restructuring costs for continuing operations of CHF 11.5 million and for discontinued operations of CHF 0.2 million (2020: CHF 54.8 million for continuing operations and CHF 3.2 million for discontinued operations), partly offset by released restructuring provisions of CHF 2.0 million (2020: CHF 2.2 million). Restructuring costs mainly relate to resizing activities in the USA and the United Kingdom. Associated with restructuring initiatives, the group further recognized impairments on tangible and intangible assets for continuing operations of CHF 4.2 million (2020: CHF 9.4 million) and CHF 0.5 million for discontinued operations (2020: CHF 0.5 million). For more details, refer to note 7, note 14, note 15 and note 16.
For a detailed discussion about the group’s performance and financial position, please refer to the section “Financial review”.
3Segment information
Segment information by divisions
|
|
Flow Equipment |
|
Services |
|
Chemtech |
||||||
millions of CHF |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Order intake from continuing operations (unaudited) 1) |
|
1’324.7 |
|
1’297.6 |
|
1’163.4 |
|
1’130.8 |
|
679.5 |
|
620.8 |
Nominal growth (unaudited) |
|
2.1% |
|
–11.1% |
|
2.9% |
|
–5.2% |
|
9.5% |
|
–7.3% |
Currency-adjusted growth (unaudited) |
|
1.8% |
|
–4.1% |
|
2.8% |
|
2.5% |
|
8.8% |
|
–1.1% |
Organic growth (unaudited) 2) |
|
–3.9% |
|
–2.9% |
|
2.0% |
|
0.6% |
|
8.8% |
|
–6.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Order backlog as of December 31 (unaudited) |
|
811.5 |
|
845.0 |
|
479.5 |
|
435.0 |
|
433.2 |
|
396.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales recognized at a point in time |
|
993.5 |
|
839.5 |
|
898.8 |
|
887.3 |
|
377.0 |
|
372.6 |
Sales recognized over time |
|
395.5 |
|
456.9 |
|
219.0 |
|
191.1 |
|
271.6 |
|
220.5 |
Sales from continuing operations 3) |
|
1’389.0 |
|
1’296.3 |
|
1’117.7 |
|
1’078.3 |
|
648.5 |
|
593.1 |
Nominal growth |
|
7.1% |
|
–12.2% |
|
3.7% |
|
–7.6% |
|
9.4% |
|
–10.7% |
Currency-adjusted growth (unaudited) |
|
6.9% |
|
–5.7% |
|
3.5% |
|
0.1% |
|
8.4% |
|
–4.8% |
Organic growth (unaudited) 2) |
|
2.0% |
|
–4.5% |
|
2.7% |
|
–1.1% |
|
8.4% |
|
–9.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational profit from continuing operations (unaudited) |
|
81.4 |
|
55.2 |
|
158.7 |
|
150.3 |
|
64.8 |
|
56.9 |
Operational profitability from continuing operations (unaudited) |
|
5.9% |
|
4.3% |
|
14.2% |
|
13.9% |
|
10.0% |
|
9.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expenses |
|
–7.5 |
|
–34.1 |
|
–0.6 |
|
–11.3 |
|
–1.3 |
|
–5.7 |
Amortization |
|
–38.1 |
|
–29.6 |
|
–4.9 |
|
–9.2 |
|
–6.7 |
|
–6.8 |
Impairments on tangible and intangible assets |
|
–0.9 |
|
–2.1 |
|
–2.8 |
|
–1.5 |
|
–0.5 |
|
–5.3 |
Non-operational items (unaudited) |
|
0.1 |
|
–5.6 |
|
–2.3 |
|
–1.9 |
|
–2.7 |
|
–3.2 |
EBIT from continuing operations |
|
35.1 |
|
–16.1 |
|
148.2 |
|
126.3 |
|
53.6 |
|
35.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
–33.4 |
|
–34.6 |
|
–31.5 |
|
–28.5 |
|
–12.8 |
|
–12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating assets |
|
1’573.9 |
|
1’456.4 |
|
939.5 |
|
893.6 |
|
552.8 |
|
507.0 |
Unallocated assets |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
Total assets as of December 31 |
|
1’573.9 |
|
1’456.4 |
|
939.5 |
|
893.6 |
|
552.8 |
|
507.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating liabilities |
|
745.0 |
|
725.1 |
|
403.3 |
|
354.9 |
|
404.0 |
|
323.6 |
Unallocated liabilities |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
Total liabilities as of December 31 |
|
745.0 |
|
725.1 |
|
403.3 |
|
354.9 |
|
404.0 |
|
323.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating net assets |
|
829.0 |
|
731.3 |
|
536.2 |
|
538.7 |
|
148.7 |
|
183.5 |
Unallocated net assets |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
Total net assets as of December 31 |
|
829.0 |
|
731.3 |
|
536.2 |
|
538.7 |
|
148.7 |
|
183.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure (incl. lease assets) |
|
–33.9 |
|
–34.7 |
|
–57.1 |
|
–40.9 |
|
–20.7 |
|
–11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees (number of full-time equivalents) as of December 31 |
|
5’325 |
|
5’362 |
|
4’571 |
|
4’449 |
|
3’734 |
|
3’221 |
1) Order intake from external customers.
2) Adjusted for currency and acquisition effects.
3) Sales from external customers.
Segment information by divisions
|
|
Total divisions |
|
Others 5) |
|
Total Sulzer |
||||||
millions of CHF |
|
2021 |
|
2020 4) |
|
2021 |
|
2020 4) |
|
2021 |
|
2020 4) |
Order intake from continuing operations (unaudited) 1) |
|
3’167.6 |
|
3’049.2 |
|
– |
|
– |
|
3’167.6 |
|
3’049.2 |
Nominal growth (unaudited) |
|
3.9% |
|
–8.2% |
|
– |
|
– |
|
3.9% |
|
–8.2% |
Currency-adjusted growth (unaudited) |
|
3.6% |
|
–1.1% |
|
– |
|
– |
|
3.6% |
|
–1.1% |
Organic growth (unaudited) 2) |
|
0.9% |
|
–2.5% |
|
– |
|
– |
|
0.9% |
|
–2.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Order backlog as of December 31 (unaudited) |
|
1’724.1 |
|
1’676.8 |
|
– |
|
– |
|
1’724.1 |
|
1’676.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales recognized at a point in time |
|
2’269.3 |
|
2’099.3 |
|
– |
|
– |
|
2’269.3 |
|
2’099.3 |
Sales recognized over time |
|
886.0 |
|
868.4 |
|
– |
|
– |
|
886.0 |
|
868.4 |
Sales from continuing operations 3) |
|
3’155.3 |
|
2’967.8 |
|
– |
|
– |
|
3’155.3 |
|
2’967.8 |
Nominal growth |
|
6.3% |
|
–10.3% |
|
– |
|
– |
|
6.3% |
|
–10.3% |
Currency-adjusted growth (unaudited) |
|
6.0% |
|
–3.5% |
|
– |
|
– |
|
6.0% |
|
–3.5% |
Organic growth (unaudited) 2) |
|
3.5% |
|
–4.3% |
|
– |
|
– |
|
3.5% |
|
–4.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational profit from continuing operations (unaudited) |
|
304.9 |
|
262.4 |
|
–11.6 |
|
–7.4 |
|
293.3 |
|
255.0 |
Operational profitability from continuing operations (unaudited) |
|
9.7% |
|
8.8% |
|
n/a |
|
n/a |
|
9.3% |
|
8.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expenses |
|
–9.4 |
|
–51.2 |
|
–0.0 |
|
–1.4 |
|
–9.5 |
|
–52.6 |
Amortization |
|
–49.6 |
|
–45.6 |
|
–0.6 |
|
–1.1 |
|
–50.2 |
|
–46.7 |
Impairments on tangible and intangible assets |
|
–4.2 |
|
–8.9 |
|
– |
|
–0.5 |
|
–4.2 |
|
–9.4 |
Non-operational items (unaudited) |
|
–4.8 |
|
–10.7 |
|
–2.9 |
|
–3.2 |
|
–7.7 |
|
–13.8 |
EBIT from continuing operations |
|
236.9 |
|
146.1 |
|
–15.0 |
|
–13.6 |
|
221.8 |
|
132.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
–77.7 |
|
–75.4 |
|
–3.3 |
|
–3.0 |
|
–81.0 |
|
–78.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating assets |
|
3’066.2 |
|
2’857.0 |
|
180.3 |
|
804.4 |
|
3’246.5 |
|
3’661.4 |
Unallocated assets |
|
– |
|
– |
|
1’763.9 |
|
1’705.6 |
|
1’763.9 |
|
1’705.6 |
Total assets as of December 31 |
|
3’066.2 |
|
2’857.0 |
|
1’944.3 |
|
2’510.1 |
|
5’010.4 |
|
5’367.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating liabilities |
|
1’552.3 |
|
1’403.5 |
|
196.8 |
|
267.6 |
|
1’749.1 |
|
1’671.1 |
Unallocated liabilities |
|
– |
|
– |
|
1’982.0 |
|
2’278.7 |
|
1’982.0 |
|
2’278.7 |
Total liabilities as of December 31 |
|
1’552.3 |
|
1’403.5 |
|
2’178.8 |
|
2’546.3 |
|
3’731.1 |
|
3’949.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating net assets |
|
1’513.9 |
|
1’453.4 |
|
–16.4 |
|
536.9 |
|
1’497.5 |
|
1’990.3 |
Unallocated net assets |
|
– |
|
– |
|
–218.1 |
|
–573.1 |
|
–218.1 |
|
–573.1 |
Total net assets as of December 31 |
|
1’513.9 |
|
1’453.4 |
|
–234.6 |
|
–36.2 |
|
1’279.3 |
|
1’417.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure (incl. lease assets) |
|
–111.7 |
|
–86.7 |
|
–7.7 |
|
–1.3 |
|
–119.4 |
|
–88.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees (number of full-time equivalents) as of December 31 |
|
13’631 |
|
13’032 |
|
185 |
|
165 |
|
13’816 |
|
13’197 |
1) Order intake from external customers.
2) Adjusted for currency and acquisition effects.
3) Sales from external customers.
4) Comparative information has been re-presented due to discontinued operations (details are described in note 7).
5) The most significant activities under “Others” relate to Corporate Center. Total assets and total liabilities under “Others” include the former Applicator Systems (APS) division for the period 2020.
For the definition of operational profit, operational profitability, currency-adjusted growth and organic growth, reference is made to the section “Supplementary information” and for the reconciliation statements to the section “Financial review”.
The segment information for the discontinued operations (Applicator Systems division) is disclosed in note 7.
Information about reportable segments
Operating segments are determined based on the reports reviewed by the Chief Executive Officer that are used to measure performance, make strategic decisions and allocate resources to the segments. The business is managed on a divisional basis and the reported segments have been identified as follows:
Flow Equipment
The Flow Equipment division (renamed in 2021 from Pumps Equipment) specializes in pumping solutions specifically engineered for the processes of its customers. The division provides pumps, agitators, compressors, grinders, screens and filters developed through intensive research and development in fluid dynamics and advanced materials. The focus is on pumping solutions for water, oil and gas, power, chemicals and most industrial segments.
Services
The Services division (renamed in 2021 from Rotating Equipment Services) provides cutting-edge parts as well as maintenance and repair solutions for pumps, turbines, compressors, motors and generators, through a network of over 100 service sites around the world. The division services Sulzer original equipment, but also all associated third-party rotating equipment run by the customers, maximizing its sustainability and life-cycle cost-effectiveness. The division’s technology-based solutions, fast execution and expertise in complex maintenance projects are available at its customers’ doorsteps.
Chemtech
The Chemtech division focuses on innovative mass transfer, static mixing and polymer solutions for chemicals, petrochemicals, refining and LNG. Chemtech also provides ecological solutions such as bio-based chemicals, polymers and fuels, recycling technologies for textiles and plastic as well as carbon capture and utilization/storage, contributing to a circular economy. The division’s product offering ranges from process components to complete process plants and technology licensing.
Others
Certain expenses related to the Corporate Center are not attributable to a particular segment and are reviewed as a whole across the group. Also included are the eliminations for operating assets and liabilities.
The Chief Executive Officer primarily uses operational profit to assess the performance of the operating segments. However, the Chief Executive Officer also receives information about the segments’ order intake and backlog, sales, and operating assets and liabilities on a monthly basis.
Sales from external customers reported to the Chief Executive Officer are measured in a manner consistent with that in the income statement. There are no significant sales between the segments. No individual customer represents a significant portion of the group’s sales.
Operating assets and liabilities are assets or liabilities related to the operating activities of an entity and contributing to the EBIT.
Segment information by region
The allocation of assets is based on their geographical location. Non-current assets exclude other financial assets, deferred tax assets and defined benefit assets. The allocation of sales from external customers is based on the location of the customer.
Non-current assets by region
millions of CHF |
|
2021 |
|
2020 1) |
Europe, the Middle East and Africa |
|
941.9 |
|
1’440.2 |
– thereof United Kingdom |
|
203.0 |
|
209.9 |
– thereof Switzerland |
|
201.5 |
|
274.8 |
– thereof Sweden |
|
162.2 |
|
187.4 |
– thereof Finland |
|
109.0 |
|
106.8 |
– thereof the Netherlands |
|
100.8 |
|
116.8 |
|
|
|
|
|
Americas |
|
425.9 |
|
452.8 |
– thereof USA |
|
390.3 |
|
417.1 |
|
|
|
|
|
Asia-Pacific |
|
144.6 |
|
141.8 |
– thereof China |
|
53.6 |
|
54.6 |
|
|
|
|
|
Total |
|
1’512.4 |
|
2’034.7 |
1) The balance sheet as of December 31, 2020, has been adjusted following the finalization of the purchase price accounting and measurement period adjustments related to acquisitions in 2020. A reconciliation to the previously published balance sheet is provided in note 4.
Sales by region
|
|
2021 |
||||||
millions of CHF |
|
Flow Equipment |
|
Services |
|
Chemtech |
|
Total Sulzer |
Europe, the Middle East and Africa |
|
671.8 |
|
485.6 |
|
140.0 |
|
1’297.5 |
– thereof Saudi Arabia |
|
118.7 |
|
25.4 |
|
15.2 |
|
159.3 |
– thereof Germany |
|
65.6 |
|
55.7 |
|
26.7 |
|
148.0 |
– thereof United Kingdom |
|
25.7 |
|
112.1 |
|
5.3 |
|
143.1 |
– thereof Russia |
|
34.2 |
|
35.6 |
|
15.9 |
|
85.6 |
– thereof France |
|
27.3 |
|
30.8 |
|
9.1 |
|
67.2 |
|
|
|
|
|
|
|
|
|
Americas |
|
386.0 |
|
473.5 |
|
118.6 |
|
978.1 |
– thereof USA |
|
236.0 |
|
368.3 |
|
63.0 |
|
667.4 |
|
|
|
|
|
|
|
|
|
Asia-Pacific |
|
331.1 |
|
158.6 |
|
390.0 |
|
879.7 |
– thereof China |
|
227.3 |
|
30.7 |
|
265.8 |
|
523.7 |
|
|
|
|
|
|
|
|
|
Total |
|
1’389.0 |
|
1’117.7 |
|
648.5 |
|
3’155.3 |
|
|
2020 |
||||||
millions of CHF |
|
Flow Equipment |
|
Services |
|
Chemtech |
|
Total Sulzer 1) |
Europe, the Middle East and Africa |
|
555.7 |
|
469.6 |
|
172.7 |
|
1’198.1 |
– thereof Saudi Arabia |
|
89.0 |
|
26.9 |
|
31.2 |
|
147.0 |
– thereof Germany |
|
58.2 |
|
49.2 |
|
26.3 |
|
133.7 |
– thereof United Kingdom |
|
25.7 |
|
107.4 |
|
7.9 |
|
140.9 |
– thereof Russia |
|
31.5 |
|
50.9 |
|
11.7 |
|
94.1 |
– thereof France |
|
26.8 |
|
30.9 |
|
7.3 |
|
65.0 |
|
|
|
|
|
|
|
|
|
Americas |
|
452.7 |
|
446.2 |
|
128.2 |
|
1’027.1 |
– thereof USA |
|
297.8 |
|
358.8 |
|
81.9 |
|
738.5 |
|
|
|
|
|
|
|
|
|
Asia-Pacific |
|
288.0 |
|
162.5 |
|
292.2 |
|
742.6 |
– thereof China |
|
206.5 |
|
24.0 |
|
188.2 |
|
418.7 |
|
|
|
|
|
|
|
|
|
Total |
|
1’296.3 |
|
1’078.3 |
|
593.1 |
|
2’967.8 |
1) Comparative information has been re-presented due to discontinued operations (details are described in note 7).
Segment information by market segment
The following table shows the allocation of sales from external customers by market segment. The group changed the market segment definition in 2021 and prior-year numbers have been reclassified accordingly.
Sales by market segment — Flow Equipment
millions of CHF |
|
2021 |
|
2020 |
Energy |
|
507.9 |
|
532.0 |
Water |
|
497.0 |
|
403.8 |
Industry |
|
384.1 |
|
360.6 |
Total Flow Equipment |
|
1’389.0 |
|
1’296.3 |
Sales by market segment — Services
millions of CHF |
|
2021 |
|
2020 |
Pumps Services |
|
601.0 |
|
592.1 |
Other Equipment |
|
516.7 |
|
486.2 |
Total Services |
|
1’117.7 |
|
1’078.3 |
Sales by market segment — Chemtech
millions of CHF |
|
2021 |
|
2020 |
Chemicals |
|
366.4 |
|
317.2 |
Gas and Refining |
|
128.1 |
|
141.2 |
Services |
|
96.7 |
|
84.5 |
Renewables |
|
38.3 |
|
32.0 |
Water |
|
19.1 |
|
18.1 |
Total Chemtech |
|
648.5 |
|
593.1 |
4Acquisitions of subsidiaries
Acquisitions in 2021
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition, including the resulting goodwill and the total consideration paid. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the amounts recognized below, then the accounting for the acquisition will be revised.
Net assets acquired
millions of CHF |
|
Nordic Water |
|
Others |
|
Total |
Intangible assets |
|
72.3 |
|
7.4 |
|
79.7 |
Property, plant and equipment |
|
1.2 |
|
1.4 |
|
2.5 |
Lease assets |
|
2.9 |
|
1.5 |
|
4.4 |
Deferred income tax assets |
|
0.1 |
|
– |
|
0.1 |
Cash and cash equivalents |
|
14.1 |
|
0.9 |
|
15.0 |
Trade accounts receivable |
|
7.3 |
|
0.1 |
|
7.4 |
Other current assets |
|
19.9 |
|
1.3 |
|
21.2 |
Lease liabilities |
|
–2.9 |
|
–1.4 |
|
–4.4 |
Provisions |
|
–1.9 |
|
–0.2 |
|
–2.1 |
Deferred income tax liabilities |
|
–18.7 |
|
–1.0 |
|
–19.7 |
Other liabilities |
|
–20.1 |
|
–0.4 |
|
–20.5 |
Net identifiable assets |
|
74.3 |
|
9.4 |
|
83.6 |
Goodwill recognized in balance sheet |
|
54.9 |
|
1.7 |
|
56.6 |
Total consideration |
|
129.2 |
|
11.1 |
|
140.2 |
|
|
|
|
|
|
|
Purchase price paid in cash |
|
129.2 |
|
9.2 |
|
138.4 |
Contingent consideration |
|
– |
|
1.9 |
|
1.9 |
Total consideration |
|
129.2 |
|
11.1 |
|
140.2 |
Nordic Water
On February 1, 2021, the group acquired a 100% controlling interest in Nordic Water Holding AB (Nordic Water) for CHF 129.2 million. The headquarters of Nordic Water is located in Gothenburg, Sweden. Nordic Water employs approximately 200 people and is a pioneering innovation leader and is known for its broad application suite in primary, secondary and tertiary water treatment and its global reach. With the acquisition of Nordic Water, the group will be able to grow its wastewater-treatment business with equipment that complements the existing portfolio of pumps, grinders, mixers, compressors and other products that the group currently provides for the water market. Nordic Water will operate as part of Sulzer’s Flow Equipment division. The goodwill is attributable to synergies by leveraging the scale of the combined businesses. None of the goodwill is expected to be deductible for tax purposes. Transaction costs recognized in the income statement amount to CHF –1.0 million. Since the acquisition date, Nordic Water contributed order intake of CHF 73.6 million, sales of CHF 63.6 million and net income of CHF –1.2 million to the group.
Acquired receivables
The fair value of acquired trade accounts receivable is CHF 7.3 million. The gross contractual amount for trade account receivables due is CHF 7.8 million, of which CHF 0.5 million are expected to be uncollectible at the date of acquisition.
Acquisitions of non-controlling interests in 2021
On March 22, 2021, the group acquired an additional 49.5% interest in Sulzer Wood Ltd. for CHF 17.3 million, increasing its ownership from 50.5% to 100%. The carrying amount of Sulzer Wood’s net assets in the group’s consolidated financial statements on the acquisition date was CHF 5.4 million. The group recognized a decrease of non-controlling interests of CHF 5.4 million and a decrease in equity attributable to owners of Sulzer Ltd of CHF 11.9 million.
The following table summarizes the effect of changes in the group’s ownership interest in Sulzer Wood Ltd.
millions of CHF |
|
2021 |
Carrying amount of non-controlling interests acquired |
|
5.4 |
Consideration paid to non-controlling interests in cash |
|
17.3 |
Decrease in equity attributable to owners of Sulzer Ltd |
|
11.9 |
Pro forma sales and profit contribution
Had all above acquisitions occurred on January 1, 2021, management estimates that total net sales of the group would amount to CHF 3’159.5 million, and the consolidated net income would be CHF 1’418.7 million.
Cash flow from acquisitions of subsidiaries
millions of CHF |
|
2021 |
|
2020 |
Cash consideration paid |
|
–138.4 |
|
–106.5 |
Contingent consideration paid |
|
–0.5 |
|
– |
Cash acquired |
|
15.0 |
|
3.7 |
Payments for acquisitions in prior years |
|
– |
|
–5.4 |
Total cash flow from acquisitions, net of cash acquired |
|
–123.9 |
|
–108.2 |
Contingent consideration
millions of CHF |
|
2021 |
|
2020 1) |
Balance as of January 1 |
|
6.6 |
|
3.5 |
Assumed in a business combination |
|
1.9 |
|
2.7 |
Derecognized as discontinued operations |
|
–2.2 |
|
– |
Payment of contingent consideration |
|
–0.5 |
|
– |
Currency translation differences |
|
0.1 |
|
0.3 |
Total contingent consideration as of December 31 |
|
5.9 |
|
6.6 |
– thereof non-current |
|
1.9 |
|
– |
– thereof current |
|
4.0 |
|
6.6 |
1) The balance sheet as of December 31, 2020, has been adjusted following the finalization of the purchase price accounting and measurement period adjustments related to acquisitions in 2020. A reconciliation to the previously published balance sheet is provided further below within this note.
Acquisitions in 2020
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition, including the resulting goodwill and the total consideration paid.
millions of CHF |
|
Haselmeier |
|
Others |
|
Total |
Intangible assets |
|
39.8 |
|
1.7 |
|
41.5 |
Property, plant and equipment |
|
13.1 |
|
0.0 |
|
13.1 |
Lease assets |
|
2.4 |
|
– |
|
2.4 |
Deferred income tax assets |
|
0.3 |
|
– |
|
0.3 |
Cash and cash equivalents |
|
3.7 |
|
0.0 |
|
3.7 |
Trade accounts receivable |
|
5.2 |
|
0.0 |
|
5.2 |
Other current assets |
|
9.6 |
|
0.1 |
|
9.7 |
Lease liabilities |
|
–2.4 |
|
– |
|
–2.4 |
Provisions |
|
–3.5 |
|
–0.0 |
|
–3.5 |
Non-current income tax liabilities |
|
–2.3 |
|
– |
|
–2.3 |
Deferred tax liabilities |
|
–5.3 |
|
–0.3 |
|
–5.6 |
Other liabilities |
|
–1.8 |
|
– |
|
–1.8 |
Net identifiable assets |
|
58.8 |
|
1.5 |
|
60.3 |
Goodwill recognized in balance sheet 1) |
|
48.8 |
|
– |
|
48.8 |
Total consideration 1) |
|
107.6 |
|
1.5 |
|
109.1 |
|
|
|
|
|
|
|
Purchase price paid in cash |
|
105.0 |
|
1.5 |
|
106.5 |
Contingent consideration 1) |
|
2.7 |
|
– |
|
2.7 |
Total consideration 1) |
|
107.6 |
|
1.5 |
|
109.1 |
1) Numbers are adjusted to reflect the reassessment of the contingent considerations (measurement period adjustment).
Measurement period adjustment as of December 31, 2020
The group reassessed the accounting treatment of the contingent consideration of the Haselmeier acquisition based on facts and circumstances already existing at the acquisition date on October 1, 2020. The contingent consideration is mainly dependent on technology-related proof-of-concept, project development and customer orders and following the reassessment the earn-out amount was adjusted from CHF 13.9 million to CHF 2.2 million retrospectively. Consequently, the group adjusted goodwill and other liabilities by CHF 11.7 million as of December 31, 2020.
millions of CHF |
|
As reported 2020 |
|
Measurement period adjustment |
|
Adjusted 2020 |
Goodwill |
|
957.7 |
|
–11.7 |
|
946.0 |
Total non-current assets |
|
2’291.6 |
|
–11.7 |
|
2’279.9 |
Total assets |
|
5’378.7 |
|
–11.7 |
|
5’367.0 |
|
|
|
|
|
|
|
Other non-current liabilities |
|
21.9 |
|
–13.9 |
|
8.0 |
Total non-current liabilities |
|
1’989.9 |
|
–13.9 |
|
1’976.0 |
|
|
|
|
|
|
|
Other current and accrued liabilities |
|
721.9 |
|
2.2 |
|
724.1 |
Total current liabilities |
|
1’971.7 |
|
2.2 |
|
1’973.8 |
Total equity and liabilities |
|
5’378.7 |
|
–11.7 |
|
5’367.0 |
5Critical accounting estimates and judgments
All estimates and assessments are continually reviewed and are based on historical experience and other factors, including expectations regarding future events that appear reasonable under the given circumstances. The group makes estimates and assumptions that relate to the future. By their nature, these estimates will only rarely correspond to actual subsequent events. The estimates and assumptions that carry a significant risk, in the form of a substantial adjustment to the present values of assets and liabilities within the next financial year, are set out below.
Employee benefit plans
The present value of the pension assets/obligations and the plan assets depends on a number of factors that are determined on an actuarial basis using a number of assumptions. Assumptions used in determining the defined benefit assets/obligations include the discount rate, future salary and pension increases, and mortality rates. The assumptions are reviewed and reassessed at the end of each year based on observable market data, i.e., interest rate of high-quality corporate bonds denominated in the corresponding currency and asset management studies. Further details are provided in note 9 and note 34.
Income taxes
The group is obliged to pay income taxes in numerous jurisdictions. Assumptions are required in order to determine income tax provisions. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of the business. The group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Management believes that the estimates are reasonable, and that the recognized liabilities for income tax-related uncertainties are adequate. Further details are disclosed in note 13.
Goodwill and other intangible assets
The group carries out an annual impairment test on goodwill in the first quarter of the year (after the budget and the three-year strategic plan have been approved by the Board of Directors in February), or when indications of a potential impairment exist. The recoverable amount from cash-generating units is measured on the basis of value-in-use calculations, with the terminal growth rate, the discount rate, and the projected cash flows as the main variables. Information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment are disclosed in note 14. The accounting policies are disclosed in note 34.
Lease assets and lease liabilities
The group has applied judgment to determine the lease term for lease contracts that include renewal and termination options. The assessment of whether the group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and lease assets recognized. This assessment depends on economic incentives, such as removal and relocation costs. Further details are disclosed in note 16 and note 34.
Sales
At contract inception, the group assesses the goods or services promised in a contract with a customer and identifies each promise to transfer to the customer as a performance obligation. The group considers the terms of the contract and all other relevant facts, including the economic substance of the transaction. Judgment is needed to determine whether there is a single performance obligation or multiple separate performance obligations. In typical engineering contracts, engineering, production and installation are treated as one single performance obligation.
If the consideration promised in a contract includes a variable amount (e.g., expected liquidated damages, early payment discounts, volume discounts), the group estimates the amount of consideration to which the group will be entitled in exchange for transferring the promised goods or services to a customer. The amount of the variable consideration is estimated by using either of the following methods, depending on which method the group expects to better predict the amount of consideration to which it will be entitled: the expected value or the most likely amount. The method selected is applied consistently throughout the contract and to similar types of contracts when estimating the effect of uncertainty on the amount of variable consideration to which the group is entitled. Depending on the outcome of the respective transactions, actual payments may differ from these estimates.
To allocate the transaction price to each performance obligation on a relative stand-alone selling price basis, the group determines the stand-alone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocates the transaction price in proportion to those stand-alone selling prices. If the stand-alone selling price is not directly observable, then the group estimates the amount with the expected cost-plus-margin method.
The group recognizes sales either over time or at a point in time. Sales are recognized over time if any of the conditions described in note 34 is met. To determine the method, the right to payment condition is the one with the most critical estimates. The group estimates if an enforceable right to payment (including reasonable profit margin) for performance up to date exists in case the customer terminates the contract for convenience. For this estimate, the group reviews the contracts and considers relevant laws, legal precedents and customary business practice.
Applying the over time method requires the group to estimate the proportional sales and costs. To measure the stage of completion, generally, the cost-to-cost method is applied. Work progress of sub-suppliers is considered to determine the stage of completion. If circumstances arise that may change the original estimates of sales, costs or extent of progress toward completion, estimates are revised. These revisions may result in increases or decreases in estimated sales or costs and are reflected in income in the period in which the circumstances that give rise to the revision become known by management.
Further details are disclosed in note 20 and note 34.
Provisions
Provisions are made, among other reasons, for warranties, disputes, litigation and restructuring. A provision is recognized in the balance sheet when the group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The nature of these costs is such that judgment has to be applied to estimate the timing and amount of cash outflows. Depending on the outcome of the respective transactions, actual payments may differ from these estimates. Further details are disclosed in note 27 and note 34.
6Financial risk management
6.1 Financial risk factors
The group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, cash flow interest rate risk, and price risk), credit risk and liquidity risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the group’s financial performance. The group uses derivative financial instruments to hedge certain risk exposures.
Risk management is carried out by a central treasury department (Group Treasury). Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the group’s subsidiaries. Principles for overall risk management and policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity exist in writing.
a) Market risk
(I) Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The group is exposed to transactional foreign currency risk to the extent that sales, purchases, license fees, borrowings and other balance sheet items are denominated in currencies other than the functional currencies of group companies. The functional currencies of group companies are primarily CHF, EUR, USD, CNY and GBP. Management has set up a policy to require subsidiaries to manage their foreign exchange risk against their functional currency. The subsidiaries are required to hedge their major foreign exchange risk exposure using forward contracts or other standard instruments, usually transacted with Group Treasury. The group’s management policy is to apply the following hedge ratios:
Contractual FX exposure
- 90% to 100% of the exposure
Non-contractual FX exposure
- 100% of the forecasted exposure for the next 1–3 months
- 60% of the forecasted exposure for the next 4–6 months
- 40% of the forecasted exposure for the next 7–12 months
The group uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date. The contracts are generally designated for hedge accounting as cash flow hedges. The group determines the existence of an economic relationship between the hedging instruments and the hedged item based on the currency, amount and timing of the respective cash flows. For hedges of foreign currency purchases, the group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the group uses the hypothetical derivative method to assess effectiveness. In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated.
Presently, most of the contracts are designated as cash flow hedges. External foreign exchange contracts are designated as hedges of foreign exchange risk on specific assets, liabilities or future transactions on a gross basis. The group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. If required, currency exposure arising from the net assets of the group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. Derivative financial instruments are only used on an ad hoc basis to manage foreign currency translation risk.
The following tables show the hypothetical influence on the income statement for 2021 and 2020 related to foreign exchange risk of financial instruments. The volatility used for the calculation is the one-year historic volatility on December 31 for the relevant currency pair and year. For 2021, the currency pair with the most significant exposure and inherent risk was the USD versus the BRL. If, on December 31, 2021, the USD had increased by 16.8% against the BRL with all other variables held constant, profit after tax for the year would have been CHF 0.9 million higher due to foreign exchange gains on USD-denominated financial assets. A decrease of the rate would have caused a loss of the same amount.
Hypothetical impact of foreign exchange risk on income statement
millions of CHF |
|
2021 |
||||||
Currency pair |
|
USD/BRL |
|
USD/KRW |
|
EUR/INR |
|
USD/INR |
Exposure |
|
7.2 |
|
5.3 |
|
–5.4 |
|
–5.7 |
Volatility |
|
16.8% |
|
6.4% |
|
5.8% |
|
4.8% |
Effect on profit after tax (rate increase) |
|
0.9 |
|
0.4 |
|
–0.4 |
|
–0.4 |
Effect on profit after tax (rate decrease) |
|
–0.9 |
|
–0.4 |
|
0.4 |
|
0.4 |
millions of CHF |
|
2020 |
||||||
Currency pair |
|
EUR/RUB |
|
GBP/SAR |
|
GBP/USD |
|
EUR/ZAR |
Exposure |
|
4.1 |
|
6.8 |
|
–4.6 |
|
–2.9 |
Volatility |
|
20.3% |
|
7.8% |
|
11.0% |
|
16.7% |
Effect on profit after tax (rate increase) |
|
0.6 |
|
0.4 |
|
–0.4 |
|
–0.4 |
Effect on profit after tax (rate decrease) |
|
–0.6 |
|
–0.4 |
|
0.4 |
|
0.4 |
The following tables show the hypothetical influence on equity for 2021 and 2020 related to foreign exchange risk of financial instruments for the most important currency pairs as of December 31 of the respective year. The volatility used for the calculation is the one-year historic volatility on December 31 for the relevant currency pair and year. Most of the hypothetical effect on equity is a result of fair value changes of derivative financial instruments designated as hedges of future cash flows in foreign currencies.
Hypothetical impact of foreign exchange risk on equity
millions of CHF |
|
2021 |
||||||||||||
Currency pair |
|
USD/BRL |
|
GBP/USD |
|
EUR/USD |
|
USD/CHF |
|
USD/MXN |
|
USD/INR |
|
EUR/CHF |
Exposure |
|
–35.3 |
|
89.2 |
|
52.6 |
|
–40.7 |
|
–23.8 |
|
–40.1 |
|
–45.2 |
Volatility |
|
16.8% |
|
6.6% |
|
5.7% |
|
6.5% |
|
11.1% |
|
4.8% |
|
3.9% |
Effect on equity, net of taxes (rate increase) |
|
–4.2 |
|
4.2 |
|
2.1 |
|
–1.9 |
|
–1.9 |
|
–1.4 |
|
–1.3 |
Effect on equity, net of taxes (rate decrease) |
|
4.2 |
|
–4.2 |
|
–2.1 |
|
1.9 |
|
1.9 |
|
1.4 |
|
1.3 |
millions of CHF |
|
2020 |
||||||||||||
Currency pair |
|
USD/MXN |
|
GBP/USD |
|
USD/CHF |
|
EUR/USD |
|
EUR/RUB |
|
USD/BRL |
|
USD/INR |
Exposure |
|
–41.5 |
|
52.0 |
|
–63.5 |
|
49.0 |
|
–15.2 |
|
–12.5 |
|
–22.1 |
Volatility |
|
18.9% |
|
11.1% |
|
7.4% |
|
7.6% |
|
21.0% |
|
21.3% |
|
5.4% |
Effect on equity, net of taxes (rate increase) |
|
–5.6 |
|
4.1 |
|
–3.4 |
|
2.7 |
|
–2.3 |
|
–1.9 |
|
–0.9 |
Effect on equity, net of taxes (rate decrease) |
|
5.6 |
|
–4.1 |
|
3.4 |
|
–2.7 |
|
2.3 |
|
1.9 |
|
0.9 |
(II) Price risk
As of December 31, 2021, and 2020, the group was not exposed to significant price risk related to investments in equity securities.
(III) Interest rate sensitivity
The group’s interest rate risk arises from interest-bearing assets and liabilities. Assets and liabilities at variable rates expose the group to cash flow interest rate risk. The group analyzes its interest rate exposure on a net basis, and if required, enters into derivative instruments in order to keep the volatility of net interest income or expense limited. The group’s non-current interest-bearing liabilities mainly comprise bonds with a fixed interest rate.
The following table shows the hypothetical influence on the income statement for variable interest-bearing assets net of liabilities at variable interest rates, assuming market interest rate levels would have increased/decreased by 100 basis points. For the most significant currencies, CHF, USD, CNY, EUR and GBP, increasing interest rates would have had a positive impact on the income statement, since the value of variable interest-bearing assets (comprising mainly cash and cash equivalents) exceed the value of variable interest-bearing liabilities.
Hypothetical impact of interest rate risk on income statement
millions of CHF |
|
2021 |
||||||
Variable interest-bearing assets (net) |
|
Amount |
|
Sensitivity in basis points |
|
Impact on post-tax profit |
||
|
|
|
rate increase |
|
rate decrease |
|||
CHF |
|
559.4 |
|
100 |
|
4.0 |
|
–4.0 |
USD |
|
319.3 |
|
100 |
|
2.3 |
|
–2.3 |
CNY |
|
201.2 |
|
100 |
|
1.4 |
|
–1.4 |
EUR |
|
175.1 |
|
100 |
|
1.3 |
|
–1.3 |
GBP |
|
42.2 |
|
100 |
|
0.3 |
|
–0.3 |
millions of CHF |
|
2020 |
||||||
Variable interest-bearing assets (net) |
|
Amount |
|
Sensitivity in basis points |
|
Impact on post-tax profit |
||
|
|
|
rate increase |
|
rate decrease |
|||
CHF |
|
501.4 |
|
100 |
|
3.6 |
|
–3.6 |
USD |
|
287.4 |
|
100 |
|
2.1 |
|
–2.1 |
EUR |
|
229.5 |
|
100 |
|
1.6 |
|
–1.6 |
CNY |
|
181.7 |
|
100 |
|
1.3 |
|
–1.3 |
GBP |
|
40.2 |
|
100 |
|
0.3 |
|
–0.3 |
On December 31, 2021, if the interest rates on CHF-denominated assets net of liabilities had been 100 basis points higher with all other variables held constant, post-tax profit for the year would have been CHF 4.0 million higher, as a result of higher interest income on CHF-denominated assets. A decrease of interest rates on CHF-denominated assets net of liabilities would have caused a loss of the same amount. As of December 31, 2020, if the interest rates had been 100 basis points higher with all other variables held constant, post-tax profit for the year would have been CHF 3.6 million higher, as a result of higher interest income on CHF-denominated assets.
b) Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments, deposits with financial institutions and credit exposures to customers, including outstanding receivables, contract assets and committed transactions. The maximum exposure to credit risk per class of financial asset is disclosed by carrying amounts in the fair value table. Not exposed to credit risks are equity securities. The carrying amounts of financial assets and contract assets represent the maximum credit risk exposure.
Credit risks of banks and financial institutions are monitored and managed centrally. Generally, only independently rated parties with a strong credit rating are accepted, and the total volume of transactions is split among several banks to reduce the individual risk with one bank.
For every customer with a large order volume, an individual risk assessment of the credit quality of the customer is performed that considers independent ratings, financial position, past experience and other factors. Additionally, bank guarantees and letters of credit are requested. For more details on the credit risk of contract assets, please refer to note 20, and on the credit risk of trade accounts receivable, please refer to note 21.
c) Liquidity risk
Prudent liquidity risk management includes the maintenance of sufficient cash and marketable securities, the availability of funding from an adequate number of committed credit facilities, and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Group Treasury maintains flexibility in funding through a committed credit line.
Management anticipates the future development of the group’s liquidity reserve on the basis of expected cash flows by performing regular group-wide cash forecasts. In 2021, the existing syndicated credit facility of CHF 500 million was renewed for a duration of five years until December 31, 2026. The facility includes two one-year extension options and a further option to increase the credit facility by CHF 250 million (subject to lenders’ approval).
The following table analyzes the group’s financial liabilities in relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows calculated with the year-end closing rates. Borrowings include the notional amount and interest payments.
Maturity profile of financial liabilities
|
|
2021 |
||||||||
millions of CHF |
|
Carrying amount |
|
<1 year |
|
1–5 years |
|
>5 years |
|
Total |
Borrowings |
|
1’510.1 |
|
359.6 |
|
992.3 |
|
201.7 |
|
1’553.6 |
Lease liabilities |
|
88.8 |
|
24.8 |
|
53.6 |
|
20.7 |
|
99.1 |
Trade accounts payable |
|
431.8 |
|
431.8 |
|
– |
|
– |
|
431.8 |
Other current and non-current liabilities (excluding derivative liabilities) |
|
393.8 |
|
389.2 |
|
4.6 |
|
– |
|
393.8 |
Derivative liabilities |
|
7.5 |
|
6.7 |
|
0.0 |
|
0.8 |
|
7.5 |
– thereof outflow |
|
|
|
394.6 |
|
0.7 |
|
0.8 |
|
396.1 |
– thereof inflow |
|
|
|
387.9 |
|
0.7 |
|
– |
|
388.6 |
|
|
2020 |
||||||||
millions of CHF |
|
Carrying amount |
|
<1 year |
|
1–5 years |
|
>5 years |
|
Total |
Borrowings |
|
1’723.1 |
|
246.7 |
|
1’207.4 |
|
329.6 |
|
1’783.7 |
Lease liabilities |
|
119.7 |
|
30.0 |
|
67.1 |
|
31.7 |
|
128.8 |
Trade accounts payable |
|
465.8 |
|
465.8 |
|
– |
|
– |
|
465.8 |
Other current and non-current liabilities (excluding derivative liabilities) |
|
368.2 |
|
347.5 |
|
23.0 |
|
0.0 |
|
370.6 |
Derivative liabilities |
|
8.1 |
|
6.9 |
|
– |
|
1.2 |
|
8.1 |
– thereof outflow |
|
|
|
730.1 |
|
– |
|
6.1 |
|
736.2 |
– thereof inflow |
|
|
|
723.2 |
|
– |
|
4.9 |
|
728.0 |
6.2 Capital risk management
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In this respect, the group aims at maintaining an investment-grade credit rating, either as a perceived rating or an external rating issued by a credit rating agency.
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The following table shows the net debt/EBITDA ratio as of December 31, 2021, and 2020.
Net debt/EBITDA ratio
millions of CHF |
|
2021 |
|
2020 |
|
|
|
|
|
Cash and cash equivalents |
|
–1’505.4 |
|
–1’123.2 |
Current financial assets |
|
–26.7 |
|
–305.1 |
Non-current borrowings |
|
1’164.6 |
|
1’491.3 |
Non-current lease liabilities |
|
64.5 |
|
90.2 |
Current borrowings |
|
345.5 |
|
231.8 |
Current lease liabilities |
|
24.3 |
|
29.5 |
Net debt as of December 31 |
|
66.8 |
|
414.5 |
|
|
|
|
|
Operating income (EBIT) from continuing operations |
|
221.8 |
|
132.5 |
Operating income (EBIT) from discontinued operations |
|
46.2 |
|
18.1 |
Depreciation from continuing operations |
|
81.0 |
|
78.3 |
Depreciation from discontinued operations |
|
20.5 |
|
23.4 |
Impairments on tangible and intangible assets from continuing operations |
|
4.2 |
|
9.4 |
Impairments on tangible and intangible assets from discontinued operations |
|
0.5 |
|
0.5 |
Amortization from continuing operations |
|
50.2 |
|
46.7 |
Amortization from discontinued operations |
|
16.6 |
|
19.2 |
EBITDA |
|
441.0 |
|
328.1 |
|
|
|
|
|
Net debt |
|
66.8 |
|
414.5 |
EBITDA |
|
441.0 |
|
328.1 |
Net debt/EBITDA ratio |
|
0.15 |
|
1.26 |
Another important ratio for the group is the gearing ratio (borrowings-to-equity ratio), which is calculated as total borrowings and lease liabilities divided by equity attributable to shareholders of Sulzer Ltd.
As of December 31, 2021, and 2020, the gearing ratio was as follows:
Gearing ratio (borrowings-to-equity ratio)
millions of CHF |
|
2021 |
|
2020 |
Non-current borrowings |
|
1’164.6 |
|
1’491.3 |
Non-current lease liabilities |
|
64.5 |
|
90.2 |
Current borrowings |
|
345.5 |
|
231.8 |
Current lease liabilities |
|
24.3 |
|
29.5 |
Total borrowings and lease liabilities |
|
1’598.9 |
|
1’842.8 |
Equity attributable to shareholders of Sulzer Ltd |
|
1’273.8 |
|
1’404.3 |
Gearing ratio (borrowings-to-equity ratio) |
|
1.26 |
|
1.31 |
For the definition of net debt, EBITDA and gearing ratio, please refer to the section “Supplementary information”.
6.3 Fair value estimation
The following tables present the carrying amounts and fair values of financial assets and liabilities as of December 31, 2021, and 2020, including their levels in the fair value hierarchy. For financial assets and financial liabilities not measured at fair value in the balance sheet, fair value information is not provided if the carrying amount is a reasonable approximation of fair value.
Fair values are categorized into three different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
The fair value of financial instruments traded in active markets, including the outstanding bonds, is based on quoted market prices at the balance sheet date. Such instruments are included in level 1.
The fair values included in level 2 are based on valuation techniques using observable market input data. This may include discounted cash flow analysis, option pricing models or reference to other instruments that are substantially the same, while always making maximum use of market inputs and relying as little as possible on entity-specific inputs. The fair values of forward contracts are measured based on broker quotes for foreign exchange rates and interest rates.
Fair values measured using unobservable inputs are categorized within level 3 of the fair value hierarchy. This applies particularly to contingent considerations in business combinations.
Contingent considerations are linked to the fulfillment of certain parameters, mainly related to earn-out clauses and technology transfer. For more information, please refer to note 4.
Fair value table
|
|
|
|
December 31, 2021 |
||||||||||||||||||
|
|
|
|
Carrying amount |
|
Fair value |
||||||||||||||||
millions of CHF |
|
Notes |
|
Fair value hedging instruments |
|
Fair value through profit or loss |
|
Financial assets at fair value through other comprehensive income - equity instruments |
|
Financial assets at amortized cost |
|
Other financial liabilities |
|
Total carrying amount |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total fair value |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current financial assets (at fair value) |
|
18 |
|
|
|
8.9 |
|
– |
|
|
|
|
|
8.9 |
|
0.3 |
|
– |
|
8.6 |
|
8.9 |
Derivative assets – non-current |
|
29 |
|
0.7 |
|
|
|
|
|
|
|
|
|
0.7 |
|
– |
|
0.7 |
|
– |
|
0.7 |
Derivative assets – current |
|
22, 29 |
|
7.0 |
|
|
|
|
|
|
|
|
|
7.0 |
|
– |
|
7.0 |
|
– |
|
7.0 |
Current financial assets (at fair value) |
|
18 |
|
|
|
2.0 |
|
22.5 |
|
|
|
|
|
24.5 |
|
24.5 |
|
– |
|
– |
|
24.5 |
Total financial assets measured at fair value |
|
|
|
7.7 |
|
10.9 |
|
22.5 |
|
– |
|
– |
|
41.1 |
|
24.8 |
|
7.7 |
|
8.6 |
|
41.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current financial assets (at amortized cost) |
|
18 |
|
|
|
|
|
|
|
9.1 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
Non-current receivables (excluding non-current derivative assets) |
|
|
|
|
|
|
|
|
|
4.6 |
|
|
|
4.6 |
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
21 |
|
|
|
|
|
|
|
549.2 |
|
|
|
549.2 |
|
|
|
|
|
|
|
|
Other current receivables (excluding current derivative assets and other taxes) |
|
22 |
|
|
|
|
|
|
|
18.3 |
|
|
|
18.3 |
|
|
|
|
|
|
|
|
Current financial assets (at amortized cost) |
|
18 |
|
|
|
|
|
|
|
2.2 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
23 |
|
|
|
|
|
|
|
1’505.4 |
|
|
|
1’505.4 |
|
|
|
|
|
|
|
|
Total financial assets not measured at fair value |
|
|
|
– |
|
– |
|
– |
|
2’088.8 |
|
– |
|
2’088.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities – non-current |
|
29 |
|
0.8 |
|
|
|
|
|
|
|
|
|
0.8 |
|
– |
|
0.8 |
|
– |
|
0.8 |
Derivative liabilities – current |
|
28, 29 |
|
6.7 |
|
|
|
|
|
|
|
|
|
6.7 |
|
– |
|
6.7 |
|
– |
|
6.7 |
Contingent considerations |
|
4 |
|
|
|
5.9 |
|
|
|
|
|
|
|
5.9 |
|
– |
|
– |
|
5.9 |
|
5.9 |
Total financial liabilities measured at fair value |
|
|
|
7.5 |
|
5.9 |
|
– |
|
– |
|
– |
|
13.4 |
|
– |
|
7.5 |
|
5.9 |
|
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding non-current bonds |
|
26 |
|
|
|
|
|
|
|
|
|
1’163.8 |
|
1’163.8 |
|
1’189.5 |
|
– |
|
– |
|
1’189.5 |
Other non-current borrowings |
|
26 |
|
|
|
|
|
|
|
|
|
0.8 |
|
0.8 |
|
|
|
|
|
|
|
|
Other non-current liabilities (excluding non-current derivative liabilities) |
|
|
|
|
|
|
|
|
|
|
|
4.6 |
|
4.6 |
|
|
|
|
|
|
|
|
Outstanding current bonds |
|
26 |
|
|
|
|
|
|
|
|
|
325.0 |
|
325.0 |
|
325.9 |
|
– |
|
– |
|
325.9 |
Other current borrowings and bank loans |
|
26 |
|
|
|
|
|
|
|
|
|
20.5 |
|
20.5 |
|
|
|
|
|
|
|
|
Trade accounts payable |
|
|
|
|
|
|
|
|
|
|
|
431.8 |
|
431.8 |
|
|
|
|
|
|
|
|
Other current liabilities (excluding current derivative liabilities, other taxes and contingent considerations) |
|
28 |
|
|
|
|
|
|
|
|
|
350.9 |
|
350.9 |
|
|
|
|
|
|
|
|
Total financial liabilities not measured at fair value |
|
|
|
– |
|
– |
|
– |
|
– |
|
2’297.3 |
|
2’297.3 |
|
|
|
|
|
|
|
|
Fair value table
|
|
|
|
December 31, 2020 1) |
||||||||||||||||||
|
|
|
|
Carrying amount |
|
Fair value |
||||||||||||||||
millions of CHF |
|
Notes |
|
Fair value hedging instruments |
|
Fair value through profit or loss |
|
Financial assets at fair value through other comprehensive income - equity instruments |
|
Financial assets at amortized cost |
|
Other financial liabilities |
|
Total carrying amount |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total fair value |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current financial assets (at fair value) |
|
18 |
|
|
|
8.7 |
|
– |
|
|
|
|
|
8.7 |
|
0.2 |
|
– |
|
8.4 |
|
8.7 |
Derivative assets – non-current |
|
29 |
|
1.0 |
|
|
|
|
|
|
|
|
|
1.0 |
|
– |
|
1.0 |
|
– |
|
1.0 |
Derivative assets – current |
|
22, 29 |
|
12.1 |
|
|
|
|
|
|
|
|
|
12.1 |
|
– |
|
12.1 |
|
– |
|
12.1 |
Current financial assets (at fair value) |
|
18 |
|
|
|
1.7 |
|
|
|
|
|
|
|
1.7 |
|
1.7 |
|
– |
|
– |
|
1.7 |
Total financial assets measured at fair value |
|
|
|
13.2 |
|
10.4 |
|