Notes to the consolidated interim financial statements

1 Group accounting principles 

General information

Bystronic AG is a stock company incorporated under Swiss law and is domiciled in Zurich. Its shares have been listed on the SIX Swiss Exchange since May 3, 2021 (symbol: BYS); previously under the name Conzzeta AG (symbol: CON). The Board of Directors approved the consolidated interim financial statements 2021 on August 5, 2021.

Accounting principles

The consolidated interim financial statements cover the period from January 1, 2021, to June 30, 2021 and were prepared in accordance with Swiss GAAP FER (Accounting and Reporting Recommendations) and Swiss GAAP FER 31 "Complementary Recommendations for listed entities". These consolidated interim financial statements do not include all the information and disclosures contained in the consolidated annual financial statements and should thus be read in conjunction with the consolidated annual financial statements as of December 31, 2020. The accounting principles of the consolidated financial statements as of December 31, 2020 have been applied unchanged.

The figures contained in the consolidated interim financial statements are unaudited.

Consolidation

The consolidated interim financial statements include Bystronic AG and the companies in which Bystronic AG directly or indirectly holds more than 50% of the voting rights or which are otherwise controlled and under uniform management. These investments are fully consolidated. Investments in associated companies (at least 20% but less than 50% of the voting rights) are accounted for based on the equity method. Other investments are valued at acquisition cost less any necessary value adjustments. 

The assets and liabilities of companies that are included in the consolidation for the first time are measured at fair value. Goodwill arising from the revaluation is offset against equity. First-time consolidations take effect on the date on which control is acquired, deconsolidations on the date on which control is relinquished. When companies are divested, both goodwill offset against equity and cumulative exchange rate effects are recycled via the income statement.

Significant management estimates

The preparation of the consolidated interim financial statements requires certain assumptions to be made, which can affect the accounting principles that are to be applied and the amounts reported as assets, liabilities, income and expenses as well as the presentation of these amounts. The management did not make any new material assumptions or estimates in the consolidated interim financial statements compared to those made in the consolidated annual financial statements as of December 31, 2020.

Influence of the Coronavirus pandemic

The coronavirus pandemic had a significant impact on Bystronicʼs business performance in the first half of 2020. The business units, which operate in different sectors and markets, were affected by the pandemic to varying degrees. The Board of Directors and the Executive Committee analyzed the possible scenarios depending on how the pandemic develops and have defined and initiated corresponding measures. The situation has eased in 2021 but is still being continually reassessed and the implementation of the measures is being systematically monitored.

2 Segment information

The following overview shows the segment revenues broken down into continuing operations and discontinued operations. The continuing operations include Bystronic and the Corporate Center. The discontinued operations include Chemical Specialities (FoamPartner and Schmid Rhyner) and Mammut until their sale took effect. Transactions between continuing operations and discontinued operations are eliminated in the continuing operations.

Pursuant to the complementary recommendation for listed companies (FER 31/8) on segment reporting, in the interests of shareholders, Bystronic does not report segment results. This is due to the following reasons:

• Adverse effect on negotiating positions:
  The disclosure of segment results would allow conclusions to be drawn on pricing, which could significantly impair Bystronic’s negotiating position.

• Competitive disadvantage in relation to competitors:
  Bystronic’s competitors generally do not report segment information and detailed segment results. The disclosure of segment results would put Bystronic at a competitive disadvantage vis-à-vis its competitors, since the results allow conclusions to be drawn about the margin and cost situations per segment.

3 Discontinued operations

On December 9, 2019, Bystronic announced (reported prior to the change of name by the holding company Conzzeta AG) the decision of the Board of Directors that the Group’s future focus will be on the Bystronic business unit. Market conditions permitting, the other business units were to be divested within a period of one year. The segments Chemical Specialities and Mammut were allocated to the discontinued operations. All companies and business units are affected by the sale.

On February 28, 2020, Bystronic sold the activities of Schmid Rhyner to the German specialty chemicals group Altana. Net sales and operating result for 2020 comprise two months. The transaction resulted in a gain on sale of CHF 48.1 million, recorded under the position "Other operating income".

On March 31, 2021, Bystronic sold the activities of FoamPartner to Recticel, the Belgian specialist for polyurethane chemicals based in Brussels and listed on Euronext (REC). Net sales and operating result for 2021 comprise three months, while the comparison period includes six months. The transaction resulted in a loss on sale of CHF 78.5 million, recorded under the position "Other operating expenses". The remaining purchase price receivable of CHF 19.4 million includes a liability from the final purchase price settlement of CHF 0.9 million and a deferred purchase price payment of CHF 20.3 million, due in January 2022 and recorded under the position "Other receivables". The loss on sale includes the recycling of goodwill of CHF 152.2 million, offset against equity at the time of the acquisition.

On June 30, 2021, Bystronic sold the business unit Mammut to Telemos Capital, an investment company based in London, UK. Net sales and operating result comprise six-month period in both 2020 and 2021. The transaction resulted in a provisional gain on sale of CHF 0.5 million, recorded under the position "Other operating income". The transaction includes an earn-out structure of up to CHF 45.0 million. Due to the estimated earn-out-relevant result as of December 31, 2021, no fair value for the earn-out is included in the provisional gain on sale. The currently outstanding purchase price receivable of CHF 2.0 million results from the purchase price settlement as of June 30, 2021. The parties also agreed on an interest-bearing vendor loan of CHF 60.0 million, which will be repaid by the buyer at the latest by January 2027 and which is recorded under the position "Financial assets".

4 Changes in the scope of consolidation

4.1 Acquisitions and divestments in the prior year

• As of February 28, 2020, Bystronic sold the activities of Schmid Rhyner.
• As of May 1, 2020, Bystronic acquired the business activities of Weber Laserservice BV, Heteren (Netherlands). The purchase price was CHF 1.9 million. The transaction resulted in goodwill of CHF 1.2 million, which was offset against equity.

4.2 Acquisitions and divestments in the reporting period

• On March 26, 2021, Bystronic acquired Kurago Software S.L., Bilbao, Spain. The purchase price was CHF 0.5 million. The transaction resulted in goodwill of CHF 0.5 million, which was offset against equity.
• As of March 31, 2021, Bystronic sold the activities of FoamPartner.
• As of June 30, 2021, Bystronic sold the business unit Mammut.

5 Seasonality

Bystronic’s activities are not subject to any significant seasonal fluctuations.

6 Dividends

At the Annual General Meeting on April 21, 2021, a dividend of CHF 60.00 per class A registered share and CHF 12.00 per class B registered share was approved. The dividend distribution amounted to CHF 124.1 million.

7 Exchange rates

8 Events after the balance sheet date

There were no events after the balance sheet date which would require an adjustment to the carrying amounts of the assets and liabilities or that would require an additional disclosure.