549300OZ3GTYOIZ250112023-01-012023-12-31549300OZ3GTYOIZ250112023-12-31iso4217:CHF549300OZ3GTYOIZ250112022-12-31549300OZ3GTYOIZ250112022-01-012022-12-31549300OZ3GTYOIZ250112021-12-31ifrs-full:IssuedCapitalMember549300OZ3GTYOIZ250112021-12-31ifrs-full:RetainedEarningsMember549300OZ3GTYOIZ250112021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300OZ3GTYOIZ250112021-12-31sofisa:ReservesOtherThanCumulativeTranslationAdjustmentMember549300OZ3GTYOIZ250112021-12-31549300OZ3GTYOIZ250112022-01-012022-12-31ifrs-full:RetainedEarningsMember549300OZ3GTYOIZ250112022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300OZ3GTYOIZ250112022-12-31ifrs-full:IssuedCapitalMember549300OZ3GTYOIZ250112022-12-31ifrs-full:RetainedEarningsMember549300OZ3GTYOIZ250112022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300OZ3GTYOIZ250112022-12-31sofisa:ReservesOtherThanCumulativeTranslationAdjustmentMember549300OZ3GTYOIZ250112023-01-012023-12-31ifrs-full:RetainedEarningsMember549300OZ3GTYOIZ250112023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300OZ3GTYOIZ250112023-12-31ifrs-full:IssuedCapitalMember549300OZ3GTYOIZ250112023-12-31ifrs-full:RetainedEarningsMember549300OZ3GTYOIZ250112023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember549300OZ3GTYOIZ250112023-12-31sofisa:ReservesOtherThanCumulativeTranslationAdjustmentMemberiso4217:CHFxbrli:shares
SOFISASA,
Fribourg
ConsolidatedFinancialStatementsfortheyear
endedDecember31,2023andReportofthe
StatutoryAuditor
DeloitteSA
RueSaint‐Martin7
1003Lausanne
Switzerland
Tel:+41(0)582799200
Fax:+41(0)582799300
www.deloitte.ch
ReportoftheSt
atutoryAuditor
TotheGeneralMeetingof
SOFISASA,Fribourg
ReportontheAuditoftheConsolidatedFinancialStatements
Opinion
WehaveauditedtheconsolidatedfinancialstatementsofSOFISASA(theCompany)anditssubsidiaries
(theGroup),whichcomprisetheconsolidatedstatementoffinancialpositionasat31December2023,
theconsolida
tedstatementofcomprehensiveincome,theconsolidatedstatementofchangesinequity
andtheconsolidatedstatementofcashflowsfortheyearthenended,andnotestotheconsolidated
financialstatements,includingmaterialaccountingpolicyinformation.
Inouropinion,theaccompanyingconsolidatedfinancial statementsgiveatr
ueandfairviewofthe
consolidatedfinancialpositionoftheGroupasat31December2023andofitsconsolidatedfinancial
performanceanditsconsolidatedcashflowsfortheyearthenendedinaccordancewithInternational
FinancialReportingStandards(IFRS)andcomplywithSwisslaw.
BasisforO
pinion
WeconductedourauditinaccordancewithSwisslaw,InternationalStan dards onAuditing(ISA)and
SwissStandardsonAuditing(SA‐CH).Ourresponsibilitiesunderthoseprovisionsandstandardsare
furtherdescribedinthe“Auditor'sResponsibilities fortheAuditoftheConsolidatedFinancial
Statements”sectionofourreport.WeareindependentoftheGr
oupinaccordancewiththeprovisions
ofSwisslaw,togetherwiththerequirementsoftheSwissauditprofession,aswellasthoseofthe
InternationalEthicsStandardsBoardforAccountants’InternationalCodeofEthicsforProfessional
Accountants(includingInternationalIndependenceStandards) (IESBACode),andwehavefulfilledour
otheret
hicalresponsibilitiesinaccordancewiththeserequireme nts.
Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisfor
ouropinion.
KeyAuditMatters
Keyauditmattersarethosemattersthat,inourprofessionaljudgment,wereofmostsignificanceinour
auditoftheconsolidatedfi
nancialstatementsofthecurrentperiod.Thesematterswereaddressedin
thecontextofourauditoftheconsolidatedfinancialstatementsasawhole,andinformingouropinion
thereon,andwedonotprovideaseparateopiniononthesematters.
SOFISASA
Reportofthestatutoryauditor
fortheyearended
December31,2023
Revenue from sales of single-family detached homes built on speculation and individual
residential units in multifamily buildings
Key audit matter How the scope of our audit responded to the
key audit matter
The group has various streams of revenue
We performed a process walkthrough to gain an
including revenue from sales of single-family
understanding of the controls in place related to
detached homes built on speculation and
the real estate revenue recognition process. We
individual residential units in multi
-
family
tested design and implementation of the relevant
buildings accounted for as a sale of goods under
controls.
IFRS 15 (Revenue from Contracts with
We obtained the listing of residential property
Customers). There is a risk that these revenues
sales recorded for the financial year 2023. We
recorded do not meet all the revenue recognition
reviewed Board of Directors minutes for detail of
criteria under IFRS 15 due to the terms and
sales transaction during the year to ensure the
conditions of the sale contract that require
listing was complete.
management judgement to assess whether all
the criteria have been fulfilled. These revenue
We selected a sample of sales transactions for
streams amount to CHF 64.22 million for the
detailed testing and used the amounts tested to
year ended December 31, 2023 (corresponding
develop an expectation for the rest of the
to CHF 7.95 million for the year ended
population. We then compared this expectation
December 31, 2022) for revenue from single
-
to the actual revenue recorded. The detailed
family detached homes built on speculation and
testing consisted of the following steps:
individual residential units in multi
-
family
- We reconciled the details of the sale to the sale
buildings.
contract and reviewed the agreement for any
The revenue recognition methods according to
terms and conditions that could affect the
IFRS 15 require management judgments and
group's ability to recognize revenue, as well as
are therefore assessed as a key audit matter.
the appropriateness of recognizing revenue at a
Refer to the accounting policy in note 4 and
specific point in time rather than over a period of
additionally the revenue details in note 23.
time.
- We recon
ciled the revenue amount and agreed
the date wh
en the revenue was recorded to the
closing statement prepared by the lawyer
indicating the release of the sales proceeds to
the group and the transfer of the title to the
buyer.
- We recon
ciled the proceeds (deposit and final
payment) with the evidence of receipt.
- Late cut-off was also tested through a review of
the sale
s recorded subsequent to year end.
- We a
ssessed the adequacy and completeness
of the revenue related disclosures according to
IFRS 15 by critical review.
Based o
n the procedures performed above, we
obtained sufficient audit evidence to address the
risk of incorrect application of IFRS 15 to the
Revenue from sales of single-family detached
homes built on speculation and individual
residential units in multifamily buildings.
SOFISASA
Reportofthestatutoryauditor
fortheyearended
December31,2023
OtherInformation
TheBoardofDirectorsisresponsiblefortheotherinformation.Theotherinformationcomprises the
informationincludedintheannualreport,butdoesnotincludetheconsolidat ed financialstatements,
thestand‐alonefinancialstatementsoftheCompany,theremunerationreportandourauditor’sreports
thereon.
Ouropinionontheconsol
idatedfinancialstatementsdoesnotcovertheotherinformationandwedo
notexpressanyformofassuranceconclusionthereon.
Inconnectionwithourauditoftheconsolidatedfinancialstatements,ourresponsibilityistoreadthe
otherinformationand,indoingso,considerwhethertheotherinformationismateriallyinconsistent
withthecons
olidatedfinancialstatements,orourknowledgeobtainedintheauditorotherwise
appearstobemateriallymisstated.
If,basedontheworkwehaveperformed,weconcludethatthereisamaterialmisstatementofthis
otherinformation,wearerequiredtoreportthatfact.Wehavenothingtoreportinthisregard.
BoardofDirectors’Responsibiliti
esfortheConsolidatedFinancialStatements
TheBoardofDirectorsisresponsibleforthepreparationoftheconsolidatedfinancialstatements,which
giveatrueandfairviewinaccordancewithIFRSandtheprovisionsofSwisslaw,andforsuchinternal
controlastheBoardofDirectorsde
terminesisnecessarytoenablethepreparationofconsolidated
financialstatementsthatarefreefrommaterialmisstatement,whetherduetofraudorerror.
Inpreparingtheconsolidatedfinancialstatements,theBoardofDirectorsisresponsibleforassessing
theGroup’sabilitytocontinueasagoingconcern,disclosing,asapplicable,ma
ttersrelatedtogoing
concern,andusingthegoingconcernbasisofaccountingunlesstheBoardofDirectorseitherintendsto
liquidatetheGrouportoceaseoperations,orhasnorealisticalternativebuttodoso.
TheBoardofDirectorsisresponsibleforpresentingtheannualaccountsincompliancewiththerelevant
requirem
entssetoutinESEFRegulationthatareapplicabletofinancialstatements.
Auditor'sResponsibilitiesfortheAuditoftheConsolidatedFinancialStatements
Ourobjectivesaretoobtainreasonableassuranceaboutwhethertheconsolidatedfinancialstatements
asawholearefreefrommaterialmisstatement,whetherduetofraudorerror,andtoissueanaudi
tor’s
reportthatincludesouropinion.Reasonableassuranceisahighlevelofassurancebutisnota
guaranteethatanauditconductedinaccordancewithSwisslaw,ISAandSA‐CHwillalwaysdetecta
materialmisstatementwhenitexists.Misstatementscanarisefromfraudorerrorandareconsidered
materialif,i
ndividuallyorintheaggregate,theycouldreasonablybeexpectedtoinfluencethe
economicdecisionsofuserstakenonthebasisoftheseconsolidatedfinancialstatements.
Afurtherdescriptionofourresponsibilitiesfortheauditoftheconsolidatedfinancialstatementsis
locatedonEXPERTsuisse’swebsiteat
:https://www.expertsuisse.ch/en/audit‐report.Thisdescription
formspartofourauditor’report.
SOFISASA
Reportofthestatutoryauditor
fortheyearended
December31,2023
ReportonOtherLegalandRegulatoryRequirements
InaccordancewithArt.728apara.1item3COandPS‐CH890,weconfirmthataninternalcontrol
systemexists,whichhasbeendesigned forthepreparationoftheconsolidatedfinancialstatements
accordingtotheinstructionsoftheBoardofDirectors.
WeconfirmthecomplianceoftheconsolidatedfinancialstatementsoftheGroupasat
December31,2023withtherelevantrequirementssetoutintheESEFRegulationthatareapplicable
tofinancialstatements.
FortheGroupitrelatesto:
-
ConsolidatedfinancialstatementspreparedinavalidxHTMLformat;
-
TheXBRLmarkupoftheconsolidatedfinancialstatementsusing thecoretaxonomyandthe
commonrulesonmarkupsspecifiedintheESEFRegulation
Inouropinion,theconsolidatedfinancialstatementsoftheGroupasatDecember31,2023,identified
assofisa‐2023‐12‐31‐en.zip,havebeenprepared,inallmaterialrespects,incompliancewiththe
requirementslaiddownintheESEFRegulation.
Werecommendthattheconsolidatedfinancialstatementssubmittedtoyoubeapproved.
DeloitteSA
AnnikJatonHüni
Catharina Wagner Nicholl
LicensedAuditExpert
LicensedAuditExpert
AuditorinCharge
Lausanne,April29,2024
AJH/CWN/rex
Enclosures
‐Consolidatedfinancialstatements(statementofconsolidatedfinancialposition,statementofconsolidated
comprehensiveincome,statementofconsolidatedchangesinequity,statementofconsolidatedcashflowsand
notes)
SOFISA SA
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
in CHF
Notes
31/12/2023
31/12/2022
ASSETS
Current assets
Cash and cash equivalents
7
10,064,262
8,713,463
Restricted cash
8
958,283
201,010
Securities
9/28
405,577,181
364,946,336
Trade and other receivables
10
1,068,299
10,565,200
Current tax assets
11
1,801,946
4,430,452
Inventories
13
121,539,269
143,890,363
Other current assets
14
1,248,889
1,813,599
Total current assets
542,2 58,12 9
534,5 60,42 3
Non-current assets
Property, plant and equipment, net
15
647,454
603,820
Investment in other companies
16
10,166,375
8,968,780
Other non-current assets
14
663,308
798,779
Retirement benefit asset
12
125,554
200,909
Deferred tax assets
11
4,135,426
3,975,540
Total non-current assets
15,73 8,117
14,54 7,828
Total assets
557,9 96,24 6
549,1 08,25 1
- 1 -
SOFISA SA
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
in CHF
Notes
31/12/2023
31/12/2022
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade and other payables
8,513,728
5,719,532
Current tax liabilities
11
197,989
4,281,387
Short term part of interest-bearing liabilities
18
30, 748,800
54,178,472
Other current liabilities
17
23, 719,295
22,734,625
Total current liabilities
63,17 9,812
86,91 4,016
Non-current liabilities
Deferred tax liabilities
11
21,834, 149
15,572,290
Preferential shares
19
2,256,300
2,260,800
Long term part of interest-bearing liabilities
18
10,324, 500
9,339,960
Other non-current liabilities
17
645,584
783,590
Total non-current liabilities
35,06 0,533
27,95 6,640
Total liabilities
98,24 0,345
114,8 70,65 6
Shareholders' equity
Share capital
19
3,960,000
3,960,000
Reserves
20
171,560, 000
171,560,000
Retained earnings
21
316,111, 928
287,865,361
Cumulative translation adjustment
22
(31, 876,027)
(29, 147,766)
Total shareholders' equity
459,7 55,90 1
434,237,5 95
Total liabilities and shareholders' equity
557,9 96,24 6
549,108,2 51
- 2 -
SOFISA SA
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
for the year ended
in CHF
Notes
31/12/2023
31/12/2022
Continuing operations
Sales revenue
23
65,360,381
12,757,930
Investment income
24
41,501,689
0
Other income
0
109,589
Total operating income
106,8 62,07 0
12,8 67,519
Cost of sales
(50, 474,371)
(9,143, 351)
Other operating costs
(9, 356,020)
(9,437, 622)
Investment loss
24
0
(74,620, 343)
Total operating costs
(59,830 ,391)
(93,201 ,316)
EBIT (Earnings / (Loss) before interest and tax)
47,03 1,679
(80,333 ,797)
Other financial income
24
814, 410
366,769
Financial expenses
25
(5, 339,046)
(7,315, 521)
EBT (Earnings / (Loss) before tax)
42,50 7,043
(87,282 ,549)
Tax expense
11
(539, 549)
(1,063,347)
Deferred tax (expense) / credit
11
(5, 860,165)
10,696,667
NET (LOSS) / PROFIT FOR THE YEAR
36,107,32 9
(77,64 9,229)
Other comprehensive income / (loss)
Items that may be subsequently reclassified to profit or loss
Foreign currency translation
22
(2, 728,261)
72,631
Items that may not be subsequently reclassified to profit or loss
Remeasurement losses/(gains) of post employ-
ment benefit obligations
12
(44, 107)
686, 178
Deferred tax (expense) / credit
11
11,909
(185,268)
Exchange translation differences of foreign
operations
0
697
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE YEAR
33,34 6,870
(77,074 ,991)
- 3 -
SOFISA SA
Cumulative
Share
Retained
translation
Reserves
in thousands of CHF
Capital
earnings
differences
Equity
3,960
380,163
(29, 221)
171,560
526,462
Net loss
-
-
-
Other comprehensive income / (loss)
-
501
73
-
574
Total comprehensive income / (loss)
for the year
73
-
(77,075)
Dividends
-
(15,150)
-
-
3,960
287,8 65
(29,148)
171,5 60
43 4,237
3,960
287,865
(29, 148)
171,560
434,237
Net profit
-
36,107
-
-
36,107
Other comprehensive income / (loss)
-
(2, 728)
-
Total comprehensive income / (loss)
for the year
36,06 7
(2,728)
-
33,33 9
Dividends
-
(7,820)
-
-
(7, 820)
-
-
-
-
-
3,960
316,1 12
(31,876)
171,5 60
45 9,756
- 4 -
SOFISA SA
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended
in thousands of CHF
Notes
31/12/2023
31/12/2022
Cash flow generated by (used in) operating activities
Net profit
36,107
(77, 649)
Adjustments for :
Non cash items in net profit and other adjustments
Depreciation and amortization
89
73
Tax (credit) / expense recognised in profit or loss
11
6,400
(9,633)
Unrealised (gain) / loss on securities
24
(35, 259)
80,988
Other financial income
24
(814)
(367)
Interest expense recognised in profit or loss
1,926
2,002
Net (increase) / decrease in operating assets
Securities
9/28
(5, 372)
(7,217)
Trade and other receivables
10
8,740
(7, 927)
Inventories
13
12,954
(32, 866)
Other assets
14
776
(968)
Net increase / (decrease) in operating liabilities
Trade and other payables
2,794
(91)
Accrued expenses and deferred income
17
985
1,157
Other liabilities
0
(446)
Income taxes received / (paid)
11
(1,753)
(9, 000)
Net cash flow generated by / (used in) operating activities
27,572
(61, 946)
Cash flow generated by (used in) investing activities
(Purchase) of property, plant and equipment, net
15
(133)
(443)
(Investments in) / proceeds from other companies
16
(1,198)
(1, 849)
Interest received
24
814
367
Net cash flow generated by / (used in) investing activities
(517)
(1, 926)
- 5 -
SOFISA SA
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
for the year ended
in thousands of CHF
31/12/2023
31/12/2022
Cash flow generated by (used in) financing activities
(Repayment) of short term borrowings
18
(22,794)
(13, 863)
Proceeds from short term borrowings
1,414
0
(Repayment) of long term borrowings
18
(138)
(163)
Proceeds from long term borrowings
18
1,595
9,340
Interest paid on preference shares
(112)
(78)
Borrowing costs
25
(1,819)
(1, 907)
Dividends paid
(7, 820)
(15,150)
Net cash flow (used in)/generated by financing activities
(29, 673)
(21,822)
Effects of exchange rate differences
3,970
3,781
Net (decrease)/increase in cash and cash equivalents
1,351
(81, 913)
Cash and cash equivalents at beginning of the year
8,713
90,626
Cash and cash equivalents at the end of the year
10,064
8,713
- 6 -
SOFISA SA
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1) SOFISA’S BUSINESS ACTIVITIES
Sofisa SA is a holding company incorporated in 1930 and organised under Swiss law. The
company owns interests in several wholly-owned or majority owned subsidiaries, established
in various countries. The Company, together with its subsidiaries, forms the Sofisa Group. The
Sofisa Group conducts activities in residential real estate development in Canada and USA
and further holds a diversified investment portfolio to provide finance for the Group.
Sofisa SA is a public limited company with its head office in Grand-Places 14, Fribourg,
Switzerland, where it is also registered. The share capital of the company is fixed at the sum
of six million one hundred sixty-five thousand Swiss francs (CHF 6,165,000); it is divided into
three thousand nine hundred sixty (3,960) ordinary shares, numbered 1 to 3,960, of CHF 1,000
each and three thousand (3,000) preference shares, numbered 3,961 to 6,960, of CHF 735
each. The shares numbered 2,395 to 2,904 have a preferred dividend right. The shares
numbered 3,961 to 6,960 have a preferred dividend right and privileged voting rights. The
shares numbered 3,961 to 6,960 in Sofisa SA are traded on the Luxembourg Stock Exchange
under securities no 013902662 (ISIN CH0013225898).
2) PRINCIPLES OF CONSOLIDATION AND FINANCIAL REPORTING
GENERAL PRINCIPLES: The consolidated financial statements for the Sofisa Group are based
on the financial statements of the individual companies within the Group as per
December 31, which have all been prepared in a consistent manner.
The consolidated financial statements are prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB) and are also prepared in accordance with IFRS adopted by the European Union.
The consolidated financial statements have been prepared on the basis of original values at
acquisition, non-monetary assets being valued, in principle, at acquisition or cost or at market
values, if lower. Securities and certain financial assets are measured at fair value. Certain
portfolio holdings consist of shares in funds principally invested in instruments ranging from
equities to currencies and commodities, all traded on a securities exchange.
Details concerning valuation are given in the accounting policies indicated below.
3) ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
The accounting policies are the same as those applied in the 2022 consolidated financial
statements, except for the Group’s adoption of new and amended IFRSs effective January 1,
2023.
In the current financial year several new standards and amendments were adopted effective
January 1, 2023 but had no material impact on the Group consolidated financial statements.
Otherwise, the same accounting policies, presentation and methods of computation are
followed in these consolidated financial statements as were applied in the preparation of the
consolidated financial statements for the year ended December 31, 2022.
- 7 -
SOF ISA SA
At the date of authorisation of these consolidated financial statements, the following
Standards and Interpretations were issued and effective in 2023:
Amendments to IAS 1 and
IFRS Practice Statement 2 Disclosure of Accounting Policies
Amendments to IAS 8 Definition of Accounting Estimates
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
Amendments to IAS 12 Income Taxes—Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
IFRS 17 (and amendments to IFRS 17) Insurance contracts
At the date of authorisation of these consolidated financial statements, the following
Standards and Interpretations which have not been applied in these financial statements
were issued but not yet effective:
Amendments to IFRS 16 Lease Liabilities in a Sale and Leaseback
Amendments to IAS 1 Non-current Liabilities with Covenants
Amendments to IAS 1 Classification of Liabilities as Current or Non-current
Amendments to IAS 7 and IFRS 17 Supplier Finance Arrangements
Amendments to IAS 21 Lack of Exchangeability
The directors do not expect that the adoption of the standards listed above will have a
material impact on the consolidated financial statements of the Group in future periods.
However these amended standards could lead to a few additional disclosures.
4) SIGNIFICANT ACCOUNTING POLICIES
SCOPE OF THE CONSOLIDATED STATEMENTS: The consolidated financial statements for Sofisa
Group cover Sofisa SA and all the entities controlled by the Company. Subsidiaries are those
companies controlled directly or indirectly by the parent through a majority of votes or by
other means. Control is achieved when the parent has the power over the investee; is
exposed, or has right, to variable return from its involvement with the investee; and has the
ability to use its power to affect its return.
METHOD OF CONSOLIDATION: The consolidated financial statements represent the
aggregation of the annual accounts of the individual Group companies, which are prepared
using uniform accounting principles.
The financial statements of the parent and its subsidiaries are prepared as of the same end
of the reporting period. Assets and liabilities, and income and expenses of a subsidiary are
included in the consolidated financial statements from the date that control is acquired until
the date on which the parent ceased to control the subsidiary. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
INVESTMENTS IN OTHER COMPANIES: Investment in company not accounted for as subsidiary,
associates or jointly controlled entities (normally below 20% shareholding levels) are stated at
fair value through profit or loss.
GOING CONCERN: The Board of directors has, at the time of approving the financial
statements, a reasonable expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial statements.
- 8 -
SOF ISA SA
SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS: In preparing the
consolidated financial statements, management is required to make estimates and
assumptions that affect reported income, expenses, assets, liabilities and disclosure of
contingent assets and liabilities. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant. Actual results may
differ from those estimates.
Significant estimates used in the preparation of these consolidated financial statements and
judgements made by management in the application of IFRSs that have significant effect on
the financial statements are discussed below.
KEY SOURCES OF ESTIMATION UNCERTAINTY:
Key components of the consolidated financial statements requiring management to make
significant estimates include the determination of percentage of completion in respect of
revenue recognition for certain contracts, allocation of development costs to specific areas
under development and ultimately to costs of sales, cost to completed accruals and the
recoverability of certain phases of development, income taxes, and liabilities under legal
contingencies. Actual result could differ from these estimates.
Balances related to long term revenue contracts in progress and revenues have been
calculated using management’s best estimates of total costs. Total estimated cost is a
component of the percentage of completion. Due to the uncertainties in the estimation
process, it is possible that changes in future conditions may cause recorded amounts to
materially change in the future. The cumulative effect of revisions to revenue or deficiencies
in the estimate recovery of individual phases within residential property under development
is recorded in the period in which amounts are known.
CRITICAL ACCOUNTING JUDGEMENT:
Revenues from sales of completed single-family detached home on a specific parcel or
completed residential units in multi-family buildings: Revenues from such transactions are
recognised at a point in time. This revenue recognition method requires management
judgments to determine when the revenue recognition criteria are fulfilled in accordance
with the requirements of IFRS 15, Revenue from Contracts with Customers.
FUNCTIONAL CURRENCY AND CONVERSION OF FOREIGN CURRENCIES: The Group’s
consolidated financial statements are prepared in Swiss francs (CHF) and, if not otherwise
indicated, are rounded up or down to the nearest CHF 1,000.
For certain companies within the Group, transactions that are carried out in a foreign
currency are converted using a fixed exchange rate. At closure, monetary assets and
liabilities in foreign currencies are converted into the functional currency of the company
using year-end rates. The resulting exchange differences are recorded in profit or loss. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
In the Group’s consolidated financial statements, the assets and liabilities from the statements
of financial positions of foreign subsidiaries prepared in a foreign currency have been
translated into Swiss franc using year-end rates. The statements of profits or losses and other
comprehensive income and cash flows have been translated using the average exchange
rates for the year.
Exchange differences arising on the net assets of foreign subsidiaries as a result of changes in
exchange rates compared to the previous year and translation differences arising from the
calculation of the Group’s results using average annual exchange rates and year-end rates
are recognised directly in other comprehensive income and reported separately as
cumulative translation differences. Cumulative translation differences will be recognised in
the profit or loss when a subsidiary is sold or liquidated.
- 9 -
SOF ISA SA
The principal exchange rates against the Swiss franc in relation to the consolidated financial
statements are as follows:
Statement of Statement of profit or loss and
Financial position* other comprehensive income **
Exchange rates
2023
2022
2023
2022
1 USD
0.8416
0.9252
0.8988
0.9550
1 EUR
0.9297
0.9875
0.9717
1.0048
1 CAD
0.6383
0.6829
0.6659
0.7338
1 GBP
1.0729
1.1129
1.1171
1.1791
1 AUD
0.5743
0.6275
0.5971
0.6627
1 NZD
0.5329
0.5852
0.5518
0.6062
100 JPY
0.5969
0.7012
0.6410
0.7295
100 SEK
8.3512
8.8797
8.4699
9.4593
100 HKD
10.7781
11.8543
11.4803
12.1951
100 NOK
8.2872
9.3922
8.5143
9.9530
100 SGD
63.8026
68.9849
66.9166
69.2342
100 DKK
12.4715
13.2785
13.0407
13.5064
100 ILS
23.3725
26.2215
24.3204
28.4075
* Year-end rates ** Average rates for the year
FINANCIAL ASSETS AND LIABILITIES: The financial assets and liabilities are classified into the
following specified categories:
Financial assets are classified as fair value through profit or loss if they are acquired with a
view to realising a profit from short-term fluctuations in the price and measured at fair value.
The resulting realised and unrealised changes in value are recognised in profit or loss and are
included in the financial result for the relevant reporting period. Included in this category of
financial assets are the securities which include marketable, easily realisable securities and
time deposits with an original maturity of 3 to 12 months.
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They reach the objective of collecting
contractual cash flows over their life. This type of financial instrument, including in particular
trade receivables, loans and other receivables, is measured in the statement of financial
position at amortised cost using the effective interest rate method less any impairment.
Interest income is recognised by applying the effective interest rate method, except for short-
term receivables when the recognition of interest would be immaterial.
Trade receivables are carried at amortised cost less allowances for loss. They generally do not
contain a significant financing component. The allowance loss measurement is then
determined by applying a simplified approach equalling the lifetime expected credit losses.
Under this approach the tracking of changes in credit risk is not required but instead the base
lifetime expected credit loss at all times is applied. An allowance for loss is made for
potentially impaired receivables during the year in which they are identified based on a
periodic review of all outstanding amounts. Profit and loss impacts are immaterial. Trade
receivables are deemed as impaired when there is an indication of significant financial
difficulties of the debtor (delinquency in or default on payments occurs, probability of
bankruptcy or need for financial reorganisation).
Financial liabilities are classified as interest-bearing liabilities and measured at fair value
through profit or loss.
Other financial liabilities, including borrowings and long term debts, are initially measured at
fair value, net of transaction costs. Other financial liabilities are subsequently measured at
amortised cost using the effective interest rate method, with interest expense recognised on
- 10 -
SOF ISA SA
an effective yield basis. The effective interest rate method is a method of calculating the
amortised cost of a financial liability and allocating interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period.
CASH AND CASH EQUIVALENTS: In addition to cash on hand and cash at bank, cash and cash
equivalents may also include fixed-term deposits with an original maturity of up to three
months.
RESTRICTED CASH: Cash is considered to be restricted when it is subject to contingent rights of
a third party.
SECURITIES: On the statement of financial position, securities under current assets comprise
marketable, easily realisable securities and time deposits with an original maturity of 3 to 12
months.
IFRS 9, Financial instruments, requires that the classification of an investment portfolio as either
“fair value through profit or loss (FVTPL)” or as “fair value through other comprehensive
income (FVTOCI)” depends on the entity’s intention and past practice.
IFRS 9 provides guidance on how to determine whether a business model is to manage assets
to collect contractual cash flows or to both collect contractual cash flows and to sell financial
assets. Other business models are all the ones that do not meet one of those two qualifying
criteria. If the portfolio manager actively buys and sells financial instruments to generate short-
term profits, the financial instruments in the portfolio are considered, by default, as held as
FVTPL.
The Group holds a marketable securities portfolio which is measured at FVTPL. Changes in the
fair value of these financial instruments are recorded in the statement of profit or loss in the
captions “investment income” or “Investment loss” as appropriate.
The valuation of these marketable securities and related investment income / (loss) is based
on fair value derived from quoted price in active markets. Changes in fair value can have a
material impact on the financial statements of the Group.
Securities represent investments in equity markets all traded on a securities exchange. For
those financial instruments traded in the active markets, the determination of the fair values
is based on quoted market prices or dealer price quotations. The value measurement does
not result from a valuation made by the management of the company.
INVENTORIES: Inventories consist of land and residential property under development and
held for sale. Borrowing costs directly attributable to the acquisition, construction or of
qualifying assets, which are assets that necessarily take a substantial period of time to get
ready for their intended use or sale are recognised as part of the cost of the qualifying assets.
Inventory is recorded at the lower of cost and estimated net realisable value. Cost includes
the cost of land, carrying costs (principally property taxes) and development costs (including
construction). Net realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are carried at cost less
accumulated depreciation and impairment. Depreciation is provided on a straight-line basis
over the estimated useful lives of the assets as follows:
Furniture and fixtures 10 years
Computer equipment 3 years
Computer software 3 years
Leasehold improvements over term of lease
Portable buildings 3 years
- 11 -
SOF ISA SA
The depreciation method, residual values and useful lives of all property, plant and
equipment are reviewed and adjusted, if appropriate, at least at each financial year end,
with the effect of any changes in estimate accounted for prospectively.
IMPAIRMENT OF TANGIBLE ASSETS: At each end of the reporting period, the Group reviews the
carrying amounts of its tangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss (if any). When
it is not possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be identified, corporate assets are
also allocated to individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent allocation
basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than
its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to
its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit)
in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
DIVIDENDS: Dividends received are recognised to profit in the fiscal year in which they were
approved by the Shareholder Meeting.
TAXATION: Tax expense represents the sum of the current tax and deferred tax.
Current tax: The tax currently payable is based on taxable profit for the year. Taxable profit
differs from profit as reported in the consolidated statement of profit or loss and other
comprehensive income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible.
The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
Deferred tax: Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements, and the
corresponding tax base used in the computation of taxable profit, and is accounted for using
the full liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences, and deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that taxable profits will be available
against which those deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply
in the period in which the liability is settled or the asset realised, based on tax rates (and tax
laws) that have been enacted or substantively enacted by the end of the reporting period.
- 12 -
SOF ISA SA
The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year: Current and deferred tax are recognised as an
expense or income in profit or loss, except when they relate to items credited or debited
directly to equity, in which case the tax is also recognised directly in equity.
BORROWING COSTS: Borrowing costs directly attributable to the acquisition, construction or
of qualifying assets, which are assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of those assets, until such time as
the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are
incurred.
RETIREMENT BENEFIT COSTS: Wages, salaries, social security contributions, annual leave and
paid sick leave, bonuses and non-monetary benefits are expensed in the year in which the
associated services are rendered by the Group’s employees.
Pension obligations: A defined benefit plan is a pension plan that defines an amount of
pension benefit that an employee will receive on retirement, principally dependent on an
employee’s years of service and remuneration at retirement. Plans are usually funded by
payments from the Group and employees. The liability recognised in the statement of
financial position is the aggregate of the present value of the defined benefits obligation less
the fair value of plan assets. Where a plan is unfunded, only a liability representing the present
value of the defined benefits obligation is recognised in the statement of financial position.
The present value of the defined benefits obligation is calculated by independent actuaries
using the projected unit credit method. This method reflects the discounted expected future
payment required to settle the obligation resulting from employee service in the current and
prior periods. The future cash outflows incorporate actuarial assumptions primarily regarding
the projected rates of remuneration growth, and long-term indexation rates. Discount rates,
used to determine the present value of the defined benefit obligation, are based on the
market yields of high-quality corporate bonds in the country concerned. Actuarial gains and
losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity in other comprehensive income in the period in which they
arise. Past-service costs are recognised immediately in the income statement. Net interest
expense is calculated by applying the discount rate at the beginning of the period to the net
defined benefit liability or asset. Pension assets and liabilities in different defined benefit
schemes are not offset unless the Group has a legally enforceable right to use the surplus in
one plan to settle obligations in the other plan.
SALES REVENUE
Revenue recognition
The Group accounts for a contract when the Group and the homebuyer have approved the
contract in accordance with customary business practices and are committed to their
obligations, the rights of the parties and payment terms are identified, and collection of the
consideration is probable.
Typically, the Group contracts with a homebuyer to provide a completed single-family
detached home on a specific land parcel or a completed residential unit in a multi-family
building for a fixed-price, the transaction price, as specified in the contract. This may involve
the Group integrating a number of tasks and components into a single project.
Consequently, the entire contract is accounted for as a single performance obligation.
- 13 -
SOF ISA SA
For sales of single-family detached homes, individual residential units in multi-family buildings,
or in rare instances parcel(s) of land, the Group satisfies its performance obligation when the
homebuyer takes physical possession at the time the sale is closed. That is also the point in
time the Group has the right to payment beyond the initial purchase deposits received from
the homebuyer. Therefore, the Group recognises all revenue at the closing date. Funds
received in advance of the closing date in the form of purchase deposits are recorded as a
liability on the consolidated balance sheet and captioned as deferred revenue until the
closing date.
For the construction of custom built single-family detached homes on land not owned by the
Group and the completion of miscellaneous onsite and offsite development associated with
a large parcel of land sold in the current year, the Group satisfied the performance obligation
over time and receives payment during the course of the contract on specified dates or as
certain milestones are met. Therefore, the Group recognises revenue over time as the
performance obligation is satisfied. The revenue for the construction and remaining
development is recognised based on the extent of progress toward completion of the
performance obligation. The Group uses the cost-to-cost measure of progress as it best
reflects the costs that were incurred on the contract. Under the cost-to-cost measure, the
extent of progress is determined by the ratio of costs incurred to date to the total estimated
costs at completion of the single performance obligation. Costs of residential property sold
include land, materials, labour, subcontractors, other direct costs, and an allocation of
certain indirect costs. Revenues, including estimated profits, are recorded proportionately as
costs are incurred.
In connection with the sale of a large parcel of land in the previous year, the Group was
required to provide ongoing advisory services to the purchaser to assist the purchaser with
obtaining certain development permits on the purchased land. The services were provided
over an 18-month term ending June 30, 2023 at which time the Group was paid a lump-sum
amount. As the contracted revenue to be earned for providing these services was not
contingent on the purchaser successfully obtaining the development permits, the Group
satisfied the performance obligation over time as the services were provided and recorded
the revenue on a straight-line basis over the 18-month term.
The Group’s contracts specify the price for the performance obligation. In the case of
contracts for custom built single-family detached homes, the homebuyer may request
changes to the specifications and requirements of the home. Because of the integrated
nature of the goods and services associated with providing a completed home to a
homebuyer, such modifications are for items that are not distinct from the existing contract
and are accounted for as if they were part of the existing contract. The effect of such
contract modifications on the transaction price and the measure of progress of the
performance obligation is recognised as a cumulative adjustment to revenue as an increase
or decrease in revenue.
Deferred revenue also includes the excess of amounts billed to homebuyers over the revenue
earned on uncompleted contracts. Such amounts are classified as a liability.
Deferred revenue is reported on a contract-by-contract basis.
Amounts billed for work performed but not yet paid for by the homebuyer are included in the
trade and other receivables as an asset.
When it is probable that total contract costs will exceed total contract revenue, the expected
loss is recognised as an expense immediately.
- 14 -
SOF ISA SA
DIVIDEND AND INTEREST INCOME: Dividend income from securities is recognised when the
holder’s rights to receive payment has been established. Dividends are recognised as
“investment income” in the consolidated statement of profit or loss and other comprehensive
income in the financial statements.
Interest is recognised using the effective interest rate method. Interest revenue is recognised
in the consolidated statement of profit or loss and other comprehensive income as “Other
financial income”.
5) OPERATING SEGMENTS
The operating segments are identified on the basis of internal reporting about components
of the Group that are regularly reviewed by the operating decision maker in order to allocate
resources to the segments and to assess their performance.
Residential property development: rezoning and obtaining development permits, designing
and constructing homes, both single and multi-family on existing land located in Canada and
USA, for our own account, and sometimes acting as general contractor for third party clients.
Other: Providing corporate services to the other segments in Canada (residential property
development), including corporate financing, management and administration, payroll,
office premises.
Investment activity/Corporate: direct administration of the operating subsidiaries as well as
management of a global equity portfolio in adherence to the MSCI All Country World (net
dividend invested) in Swiss francs. This activity is conducted by the parent company and its
subsidiary Sofisa Finance SA, both companies based in Switzerland.
Residential
2023
Property
Investment
Consolidated
development
Other
activity
CHF
Investment income
-
-
41,501,689
41,501,689
Revenues from external
customers
65,360,381
-
-
65,360,381
Earnings /(Loss) before
interest and tax
8,825,405
(2,232,183)
40,438,456
47,031,679
Net financing costs
-
-
-
(4,524,636)
Income tax
-
-
-
(6,399,714)
Net profit (loss)
-
-
-
36,107,329
Reportable segment assets
142,281,161
1,363,144
414,351,941
557,996,246
Reportable segment
liabilities
73,666,622
245,805
24,327,918
98,240,345
- 15 -
SOF ISA SA
Residential
2022
Property
Investment
Consolidated
development
Other
activity
CHF
Investment loss
-
-
(74,620,343)
(74,620,343)
Revenues from external
customers
12,757,930
-
-
12,757,930
Earnings /(Loss) before
interest and tax
(2,509,847)
(1,866,164)
(75,957,786)
(80,333,797)
Net financing costs
-
-
-
(6,948,752)
Income tax
-
-
-
9,633,320
Net profit (loss)
-
-
-
(77,649,229)
Reportable segment assets
175,125,484
2,642,679
371,340,088
549,108,251
Reportable segment
liabilities
67,711,277
2,423,352
44,736,027
114,870,656
The Group operates in three geographical areas – British Columbia, in Canada, USA and
Switzerland (country of domicile).
2023
Consolidated
Canada
USA
Switzerland
CHF
Investment income
-
-
41,501,689
41,501,689
Revenues from
external customers
64,957,338
403,043
-
65,360,381
Earnings / (Loss)
before interest and
tax
6,254,247
338,976
40,438,456
47,031,679
Reportable
segment assets
131,892,298
11,752,007
414,351,941
557,996,246
Reportable
segment liabilities
73,908,836
3,591
24,327,918
98,240,345
2022
Consolidated
Canada
USA
Switzerland
CHF
Investment loss
-
-
(74,620,343)
(74,620,343)
Revenues from
external customers
11,704,737
1,053,193
-
12,757,930
Earnings / (Loss)
before interest and
tax
(5,289,709)
913,698
(75,957,786)
(80,333,797)
Reportable
segment assets
166,985,532
10,782,631
371,340,088
549,108,251
Reportable
segment liabilities
69,895,006
239,623
44,736,027
114,870,656
- 16 -
SOF ISA SA
6) SUBSIDIARIES
Details of the Group’s significant subsidiaries at year-end are as follows:
Name of the subsidiary
Ownership
Voting
Place of incorporation
interest
held
rights
Principal activity
%
%
Sofisa Canada Ltd
100
100
Residential real estate
Vancouver, Canada
development
British Pacific Properties Ltd
100
100
Residential real estate
Vancouver, Canada
development
British Pacific Enterprises Ltd
100
100
Residential real estate
Vancouver, Canada
development
British Pacific Holdings Ltd
100
100
Investment holding
Vancouver, Canada
Rodgers Creek G.P. Ltd
100
100
Residential real estate
Vancouver, Canada
development
The British Pacific Properties Ltd Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Peak British Properties GP Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Courtenay British Properties GP Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Uplands One G.P. Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Two G.P. Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Three G.P. Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Four G.P. Ltd
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Ten G.P. Ltd
100
100
Residential real estate
Vancouver Canada
development
The Uplands Fourteen G.P Ltd
100
100
Residential real estate
Vancouver, Canada
development
Rodgers Creek Ltd Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Peak British Properties Ltd Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Courtenay British Properties Ltd Partnership 100
100
Residential real estate
Vancouver, Canada
development
The Uplands One Limited Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Two Limited Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Three Limited Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Four Limited Partnership
100
100
Residential real estate
- 17 -
SOF ISA SA
Vancouver, Canada
development
The Uplands Ten Limited Partnership
100
100
Residential real estate
Vancouver, Canada
development
The Uplands Fourteen Limited Partnership
100
100
Residential real estate
Vancouver, Canada
development
British Pacific Homes Limited
100
100
Residential real estate
Vancouver, Canada
development
British Pacific Properties Parking Corp
100
100
Residential real estate
Vancouver, Canada
development
SOFISA USA Inc.
100
100
Residential and
Delaware, USA
commercial real estate
development
Sofisa Malaysia (L) Ltd
100
100
Investment company to
Labuan, Malaysia
provide finance to group
companies
Sofisa Properties SDN BHD
100
100
Investment holding
Labuan, Malaysia
Sofisa Finance SA
100
100
Finance for the Group and
Fribourg, Switzerland
portfolio investment
7)
CASH AND CASH EQUIVALENTS
2023
2022
CHF
CHF
Cash at banks and in hand
10,043,214
8,677,913
Short-term deposits
21,048
35,550
Total
10,064,262
8,713,463
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term
deposits are made for varying periods of between one day and three months, depending on
the immediate cash requirements of the Group, and earn interest at the respective short-term
deposit rates.
The increase in cash is due to the cash generated by operating activities, partially offset by
the repayment of short term borrowing and the dividend payment.
8) RESTRICTED CASH
As at December 31, 2023, the Group’s CHF 958,283 restricted cash balance (2022 – CHF
201,010) was related to holdbacks paid by customers for homes under construction. Restricted
cash for all periods is presented separately on the statement of financial position.
- 18 -
SOF ISA SA
9)
SECURITIES
2023
2022
CHF
CHF
Financial assets carried at fair value
through profit and loss
Non derivative financial assets (FVTPL)
405,577,181
364,946,336
Total
405,577,181
364,946,336
Securities are pledged as collateral bank credit facility (see note 18).
10)
TRADE AND OTHER RECEIVABLES
2023
2022
CHF
CHF
Trade receivables
104,499
137,669
Amounts due from customers under construction
contracts in progress
0
3,972,361
Amounts due from customers under completed
contracts and servicing agreements
379,845
5,969,415
Harmonized Sales Tax (HST)
567,887
469,449
Other receivables
16,068
16,306
Total
1,068,299
10,565,200
No provision for doubtful trade accounts receivable was deemed necessary.
11)
CURRENT TAX ASSETS
a)
CURRENT TAX ASSETS AND LIABILITIES
Current tax assets
2023
2022
CHF
CHF
Withholding tax receivable
396,780
226,745
Tax refund receivable
1,405,166
4,203,707
Total
1,801,946
4,430,452
Current tax liabilities
2023
2022
CHF
CHF
Current tax payable and other taxes
125,382
782,623
Previous year tax payable
72,607
854,581
Withholding tax payable
0
2,644,183
Total
197,989
4,281,387
- 19 -
SOF ISA SA
2023
Opening
Charged to
Charged
Exchange
Closing
b)
DEFERRED TAX ASSETS/(LIABILITIES)
balance
income
to OCI
differences
balance
CHF
CHF
CHF
CHF
CHF
Temporary differences
Securities
(13,130,472)
(5,133,517)
-
-
(18,263,989)
Furniture and equipment
367,498
(25,123)
-
(22,960)
319,415
Accruals and deferred income
2,765,661
(271,392)
-
(169,377)
2,324,891
Unrealised
exchange gain
(2,441,818)
(1,128,342)
-
-
(3,570,160)
Retirement benefit
obligations
(54,246)
5,106
11,909
3,331
(33,900)
Losses carry forward
710,908
412,037
(63,506)
1,059,439
Warranties provision
18,438
-
-
(1,204)
17,234
Temporary differences
(11,764,032)
(6,141,230)
11,909
(253,716)
(18,147,070)
Tax losses
167,282
281,065
-
-
448,347
Income tax benefit / (expense)
recognised in profit or loss
(11,596,750)
(5,860,165)
11,909
(253,716)
(17,698,723)
2022
Opening
Charged to
Charged
Exchange
Closing
DEFERRED TAX ASSETS / (LIABILITIES)
balance
income
to OCI
differences
balance
CHF
CHF
CHF
CHF
CHF
Temporary differences
Securities
(23,758,226)
10,627,754
-
-
(13,130,472)
Furniture and equipment
413,459
(25,734)
-
(20,226)
367,498
Accruals and deferred income
2,392,127
538,216
-
(164,683)
2,765,661
Unrealised
exchange gain
(2,379,357)
(62,461)
-
-
(2,441,818)
Retirement benefit
obligations
120,485
18,214
(185,268)
(7,678)
(54,246)
Losses carry forward
402,057
354,871
(46,020)
710,908
Warranties provision
19,475
-
-
(1,037)
18,438
Temporary differences
(22,789,980)
11,450,860
(185,268)
(239,643)
(11,764,032)
Tax losses
879,116
(754,193)
-
42,359
167,282
Income tax benefit / (expense)
recognised in profit or loss
(21,910,864)
10,696,667
(185,268)
(197,284)
(11,596,750)
- 20 -
SOF ISA SA
Deferred tax balances are presented in the statement of financial position as follows:
2023
2022
CHF
CHF
Deferred tax assets
4,135,426
3,975,540
Deferred tax liabilities
(21,834,149)
(15,572,290)
Net balance
(17,698,723)
(11,596,750)
c)
Tax recognised in profit or loss
2023
2022
CHF
CHF
Tax expense comprises:
Current tax (expense)
(539,549)
(1,063,347))
Deferred tax income/(expense) relating to the
origination and reversal of temporary
differences
(6,141,230)
11,450,860
Recognition of deferred tax assets on losses
carried forward
281,065
(754,193)
Total tax expense
(6,399,714)
9,633,320
The total charge for the year can be reconciled to the accounting profit / (loss) as follows:
2023
2022
CHF
CHF
(Loss) profit from continuing operations
42,507,043
(87,282,549)
Income tax expense calculated at 13.87%
(2022: 13.87%)
(5,894,603)
12,103,782
Effect of non-deductible and not taxable items
528,771
(776,244)
Effect of expenses that are not deductible in
determining taxable profit
(242,816)
(874,217)
Other items
(17,829)
-
Effect of different tax rates of subsidiaries
operating in other jurisdictions
(773,237)
(820,001)
Total tax expense
(6,399,714)
(9,633,320)
- 21 -
SOF ISA SA
12) RETIREMENT BENEFIT OBLIGATION
The Group operates a funded defined benefit plan for four qualifying employees of one of its
subsidiaries in Canada. Under the plan, the employees are entitled to retirement benefits
based upon pensionable salary and length of service on attainment of a retirement age of
65 or, subject to actuarial reduction of benefit, as early as age 55. No other post-retirement
benefits are provided to these employees, except for the supplementary pension plan as
disclosed below.
The Group also operates unfunded non-contributory defined benefit pension plans for three
beneficiaries, which provides pension benefits that are based on the difference between the
annual pensions which they would be eligible to receive under the subsidiary’s registered
pension plan (the “Plan”) if the maximum pensions payable were not limited by the Income
Tax Act and Regulations, and the maximum pensions which they are eligible to receive under
the terms of the Plan.
The Group’s two defined benefit pension plans, as described above, are valued as at
December 31 each year for the purpose of the Group’s accounting in accordance with
standard IAS19. In addition, the funded plan was last valued as at December 31, 2021 for the
purpose of determining the Group’s contribution to the plan.
Salaried plan
The principal assumptions used for the purposes of the actuarial valuations were as follows:
Valuation at December 31,
2023
2022
%
%
Discount rate(s)
4.65
5.05
Expected rate(s) of salary
increase
2.75
2.75
Inflation
2.00
2.00
Mortality
CPM2014
Priv
CPM2014
Priv
Table – Fully generational Table – Fully generational
Improvement Scale CPM-B Improvement Scale CPM-B
Amounts recognised in profit or loss in respect of these defined benefit plans are as follows:
2023
2022
CHF
CHF
Current service cost
71,745
131,117
Net interest cost
(30,064)
(2,527)
Administrative expenses
6,383
6,829
Defined benefit cost recognised in profit or loss
48,064
135,419
Remeasurements – recognised in OCI
11,809
(645,204)
Total defined benefit cost recognised in profit or loss
and OCI
59,873
(509,785)
The cost for the year is included in the other operating costs in the statement of profit or loss
and other comprehensive income.
- 22 -
SOF ISA SA
Present value of defined benefit obligation is as follows:
2023
2022
CHF
CHF
Present value of funded defined benefit obligation
(3,886,736)
(3,739,834)
Fair value of plan assets
4,387,546
4,339,693
Present value of defined benefit asset
500,810
599,859
Movements in the present value in the defined benefit obligation in the current period were
as follows:
2023
2022
CHF
CHF
Opening defined benefit obligation
3,739,834
5,104,351
Current service cost
71,745
131,117
Interest cost
172,724
142,590
Employees' contributions
16,085
17,004
Benefits paid
(159,192)
(157,613)
Remeasurements (Actuarial loss (gain)):
a. changes in demographic assumptions
-
-
b. changes in financial assumptions
204,320
(1,305,090)
c. experience adjustments
85,468
79,216
Exchange difference
(244,248)
(271,741)
Closing defined benefit obligation
3,886,736
3,739,834
Movements in the present value of the plan assets in the current period were as follows:
2023
2022
CHF
CHF
Opening fair value of plan assets
4,339,693
5,152,967
Interest income
202,788
145,116
Return on plan assets (excluding amount
included in net interest income)
277,980
(580,670)
Employer contributions
0
44,047
Employees' contributions
16,085
17,004
Other operating costs paid from plan assets
(6,383)
(6,829)
Benefits paid
(159,192)
(157,613)
Exchange difference
(283,425)
(274,329)
Closing fair value of plan assets
4,387,546
4,339,693
- 23 -
SOF ISA SA
The major categories of plan assets are as follows:
2023
2022
%
%
Equity instruments
61
61
Debt instruments
38
38
Cash and short-term
1
1
Total
100
100
The actual return on plan assets was CHF 480,768 (2022: CHF - 435,554).
Supplemental plan
The principal assumptions used for the purposes of the actuarial valuations were as follows:
Valuation at December 31,
2023
2022
%
%
Discount rate(s)
4.65
5.05
Expected rate(s) of salary increase
N/A
N/A
Amounts recognised in profit or loss in respect of these defined benefit plans are as follows:
Remeasurements - recognised in OCI
2023
2022
CHF
CHF
Interest cost
17,617
13,453
Defined benefit cost recognised in profit or loss
17,617
13,453
Remeasurements - recognised in OCI
32,298
(40,974)
Total defined benefit cost recognised in profit or loss
and OCI
49,915
(27,521)
The cost for the year is included in other operating costs in the statement of profit or loss.
Present value of unfunded defined benefit obligation is as follows:
2023
2022
CHF
CHF
Present value of unfunded defined benefit
obligation
375,257
398,950
- 24 -
SOF ISA SA
The amount included in the statement of financial position arising from the Group’s obligation
in respect of its defined benefit plans is as follows:
2023
2022
CHF
CHF
Unfunded defined benefit obligation
375,257
398,950
Movements in the present value of the defined benefit obligation in the current period were
as follows:
2023
2022
CHF
CHF
Opening defined benefit obligation
398,950
502,602
Interest cost
17,617
13,453
Benefits paid
(47,553)
(49,374)
Remeasurements (Actuarial loss (gain)):
a. changes in demographic assumptions
-
-
b. changes in financial assumptions
10,021
(65,558)
c. experience adjustments
22,277
24,584
Exchange difference
(26,055)
(26,757)
Closing defined benefit obligation
375,257
398,950
The assets and liabilities recognised in the balance sheet and gains or losses recognised in
other comprehensive income at December 31 are as follows:
2023
Salaried plan
Supplemental
TOTAL
plan
CHF
Present value of defined benefit asset /
(obligation)
500,810
(375,257)
125,553
Other comprehensive income (loss / (gain))
11,809
32,298
44,107
- changes in demographic assumptions
-
-
-
- changes in financial assumptions
204,320
10,021
214,341
- experience adjustments
85,468
22,277
107,745
- return on plan assets (excluding amount
included in net interest income)
(277,980)
-
(277,980)
2022
Salaried plan
Supplemental
TOTAL
plan
CHF
Present value of defined benefit asset /
(obligation)
599,859
(398,950)
200,909
Other comprehensive income (loss / (gain))
(645,204)
(40,974)
686,178
- changes in demographic assumptions
-
-
-
- changes in financial assumptions
(1,305,090)
(65,558)
(1,370,648)
- experience adjustments
79,216
24,584
103,800
- return on plan assets (excluding amount
included in net interest income)
580,670
-
580,670
- 25 -
SOF ISA SA
The plans in Canada expose the Group to actuarial risks such as: investment risk, interest rate
risk, longevity risk and salary risk.
Investment risk
The present value of the defined benefit plan liability is calculated using a
discount rate. If the return on plan asset is below this rate, it will create a
plan deficit.
Interest risk
A decrease in the interest rate will increase the plan liability. However, this
will be partially offset by an increase in the return on the plan’s investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by
reference to the best estimate of the mortality of plan participants both
during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by
reference to the future salaries of plan participants. As such, an increase in
the salary of plan participants will increase the plan’s liability.
Significant actuarial assumptions for the determination of the defined obligation are discount
rate, inflation/pension increase rate, expected salary increase and mortality. The sensitivity
analyses below have been determined based on reasonably possible changes of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions
constant.
Assumption
Salaried plan
Supplemental plan
Discount rate
If the discount rate is 0.5 points
If the discount rate is 0.5 points higher
higher (lower), the defined benefit
(lower), the defined benefit
obligation would decrease by CHF
obligation would decrease by CHF
261,703 (increase by CHF
269,618).
12,447 (increase by CHF
13,404).
Inflation /
If the expected inflation/pension
If the expected inflation/pension
pension
increase rate is 0.5 points higher
increase rate is 0.5 points higher
increase rate
(lower), the defined benefit
(lower), the defined benefit
obligation would increase by CHF
obligation would increase by CHF
233,107 (decrease by CHF 232,980).
12,894
(decrease by CHF 12,064).
Salary increase
If the expected salary growth rate is
N/A
rate
0.5 points higher (lower), the defined
benefit obligation would increase by
CHF
18,319 (decrease by CHF
36,830).
Mortality
If the life expectancy increases
If the life expectancy increases
(decreases) by one year for both
(decreases) by one year for both
men and women, the defined
men and women, the defined
benefit obligation would increase by
benefit obligation would increase by
CHF
146,873 (decrease by CHF
CHF
29,170 (decrease by CHF
170,681).
27,766).
- 26 -
SOF ISA SA
13)
INVENTORIES
Residential property under development and land
Held for future development
2023
2022
CHF
CHF
Balance beginning of year
143,890,363
117,267,497
Add (deduct):
Development costs
35,067,482
42,348,891
Carrying costs
1,893,118
2,045,026
Cost of sales
(50,474,371)
(9,078,397)
Net foreign currency exchange differences
(8,837,323)
(8,692,654)
Total
121,539,269
143,890,363
In accordance with IFRS the “land held for future development” is carried at the lower of cost
and estimated realisable value.
14)
OTHER ASSETS
2023
2022
CHF
CHF
Current assets
Prepaid expenses
62,424
94,019
Prepaid real estate commissions
1,186,465
1,719,580
Total
1,248,889
1,813,599
Non-current assets
Right-of-use assets
663,308
798,779
Total
663,308
798,779
- 27 -
SOF ISA SA
15)
PROPERTY, PLANT AND EQUIPMENT
Fixtures,
Computer,
fittings,
Leasehold
IT
office
2023
improvements
equipment
equipment
Buildings
Total
Cost
CHF
At January 1, 2023
136,897
524,084
199,422
2,520,929
3,381,332
Additions (Disposals)
-
56,613
81,558
30,093
168,264
Net foreign currency
exchange differences
(8,941)
(34,227)
(13,025)
(164,641)
(220,834)
At December 31, 2023
127,956
546,470
267,955
2,386,381
3,328,762
Accumulated depreciation
At January 1, 2023
136,811
501,479
183,371
1,955,852
2,777,513
Depreciation charge for
the year
85
37,085
11,455
40,252
88,878
Net foreign currency
exchange differences
(8,939)
(34,287)
(12,451)
(129,404)
(185,080)
At December 31, 2023
127,957
504,278
182,375
1,866,699
2,681,309
Carrying amount
At January 1, 2023
86
22,605
16,051
565,078
603,820
At December 31, 2023
0
42,192
85,580
519,682
647,454
Fixtures,
Computer,
fittings,
Leasehold
IT
office
2022
improvements
equipment
equipment
Buildings
Total
Cost
CHF
At January 1, 2022
144,595
538,493
198,610
2,213,861
3,095,558
Additions (Disposals)
-
14,259
11,385
424,928
450,573
Net foreign currency
exchange differences
(7,698)
(28,668)
(10,573)
(117,860)
(164,799)
At December 31, 2022
136,897
524,084
199,422
2,520,929
3,381,332
Accumulated depreciation
At January 1, 2022
144,411
502,480
190,275
2,024,543
2,861,709
Depreciation charge for
the year
94
27,669
3,466
42,003
73,233
Net foreign currency
exchange differences
(7,695)
(28,670)
(10,370)
(110,695)
(157,429)
At December 31, 2022
136,811
501,479
183,371
1,955,851
2,777,512
Carrying amount
At January 1, 2022
183
36,013
8,335
189,317
233,849
At December 31, 2022
86
22,605
16,051
565,078
603,820
- 28 -
SOF ISA SA
16) INVESTMENT IN OTHER COMPANIES
In the current year, the Group increased by USD 385,936 (CHF 324,804) its investment in a real
estate development in the State of Georgia and has acquired a new development site in
Connecticut representing an investment of USD 2,000,000 (CHF 1,683,200). Complementary
distributions totalling USD 448,423 were received from existing or recently sold development
sites.
In 2022, one development site acquired in 2018 was sold with a net gain on sale of USD 359,000
representing an average net return per annum of 31.2% and complementary distributions
totalling USD 636,800 were received from development sites sold in 2021. Also Group
increased its investments in the State of Georgia by USD 2,216,722 (CHF 2,050,911).
17)
OTHER LIABILITIES
2023
2022
CHF
CHF
Current liabilities
Accrued expenses
5,666,605
12,090,989
Deferred revenue
17,971,136
10,560,157
Lease liability
81,554
83,479
Total
23,719,295
22,734,625
Non-current liabilities
Other liabilities
63,830
68,290
Lease liability
581,754
715,300
Total
645,584
783,590
18)
INTEREST BEARING LIABILITIES
2023
2022
CHF
CHF
Bank overdraft
30,748,800
31,384,827
Short term part of the loans
0
22,793,645
Long term part of the loans
10,324,500
9,339,960
Total fixed-term loans
41,073,300
63,518,432
The Group has a CAD 60,000,000 credit line with a Swiss bank of which three fixed-term loans
of USD 6,000,000, CAD 15,000,000, and CHF 7,000,000 were drawn at December 31, 2022. All
these fixed-term loans were terminated and repaid on March 27, 2023, resulting in a negative
penalty, due to loan contractual conditions better than the ones on the markets at the time
of repayment. This credit line is still available and secured by the securities.
The fair value of these fixed-term loans is estimated to CHF 0 as at December 31, 2023 (2022:
CHF 22,868,173).
- 29 -
SOF ISA SA
The Group benefits from another CAD 75,000,000 (2021: CAD 75,000,000) credit facility with a
Canadian chartered bank, secured by an assignment of certain land holdings, from which
letters of credit totalling CAD 21,008,420 (2022: CAD 27,076,438) were issued. The bank
overdraft from this facility amounted to CAD 48,172,960 or CHF 30,748,800 as at December
31, 2023 (2022: CHF 31,384,827).
On October 7, 2021 the Group secured a non-revolving Mezzanine loan with a third party in
the amount of CHF 5,106,400 (CAD 8,000,000) for the purposes of developing the Hawksley,
a multi-unit residential development. The loan is secured by the Hawksley land in Rodgers
Creek Area 6. Repayment of the loan and accrued interest is due upon the closing of the
sale of each unit, or the third party can demand repayment if the Group fails to complete
the project. A further CHF 2,737,012 (CAD 4,287,971) was funded by the mezzanine loan
during the year ended December 31, 2023. In June 2023, CHF 2,472,253 (CAD 3,873,183) was
repaid.
On April 7, 2022 the Group secured a non-revolving Mezzanine loan with a third party in the
amount of CHF 2,234,050 (CAD 3,500,000) for the purposes of developing the Wildwood, a
residential town home development. The loan is secured by the Wildwood land in Rodgers
Creek Area 6. Repayment of the loan and accrued interest is due upon the closing of the
sale of each individual town home unit, or the third party can demand repayment if the
Group fails to complete the project. A further CHF 1,596,545 (CAD 2,501,246) was funded by
the mezzanine loan during the year ended December 31, 2023. In October 2023, CHF 266,775
(CAD 417,946) was repaid.
19)
SHARE CAPITAL
2023
2022
CHF
CHF
3’960 fully paid ordinary shares
3,960,000
3,960,000
Number
Share
Fully paid ordinary shares
of shares
capital
Balance at January 1, 2022 and 2023
3,960
3,960,000
Balance at December 31, 2022 and 2023
3,960
3,960,000
Fully paid ordinary shares, which have a par value of CHF 1,000, carry one vote per share and
carry a right to dividends.
Sofisa SA issued 3,000 preference shares of a par value of CHF 735 each. The holder of such
preference shares is entitled to the following:
• Cumulative floating preferential dividend declared annually based on the 10-year Swiss
Government Bond plus 3.75% p.a.
• If one year the preferential dividend cannot be declared, such dividend will be
recoverable by priority out of the profits realised the next years.
• Unpaid dividends will be increased by an amount equal to the above interest plus 1%.
Under IAS 32, as the holder of the preference shares is entitled to an annual preferential
dividend and can redeem the shares at certain dates, the preference shares do not meet
the definition of equity and are presented as liabilities in the statement of financial position.
Consequently, the dividends related to this class of shares are considered as an interest
expense as a charge of the business year.
- 30 -
SOF ISA SA
20)
RESERVES
2023
2022
CHF
CHF
General
1,560,000
1,560,000
Special
170,000,000
170,000,000
Balance at the year end
171,560,000
171,560,000
The special reserve was created after being approved by decision of the General Meeting
of Shareholders on May 12, 1993.
There were no movements in the reserves in 2023.
21)
RETAINED EARNINGS
2023
2022
CHF
CHF
Balance at beginning of year
287,865,361
380,162,617
Net profit (loss) for the year
36,107,329
(77,649,229)
Other comprehensive income
(40,762)
501,607
Payment of dividends
(7,820,000)
(15,149,634)
Balance at the end of year
316,111,928
287,865,361
On 5 June 2023, a dividend of CHF 2,000 per share was paid to holders of fully paid ordinary
shares.
In addition, dividends of CHF 111,600 (2022: CHF 78,000) have been paid on shares numbered
3.961 to 6,960 classified as liabilities.
In respect of the current year, the Board of the Directors proposes a dividend of CHF 2,00 0
per share be paid on 24 June 2024 to eligible holders of shares numbered 1 to 2,394 and 2,445
to 3,960 and a total of CHF 102,600 be paid to holders of shares numbered 3,961 to 6,960. This
decision is subject to approval by shareholders at the Annual General Meeting.
22)
CUMULATIVE TRANSLATION ADJUSTMENT
2023
2022
CHF
CHF
Balance at beginning of year
(29,147,766)
(29,220,397)
Arising on translation of foreign operations
(2,728,261)
72,631
Balance at the end of year
(31,876,027)
(29,147,766)
Exchange differences relating to the translation from the functional currencies of the Group’s
foreign subsidiaries into CHF are recognised in the cumulative translation differences.
- 31 -
SOF ISA SA
23)
SALES REVENUE
2023
2022
CHF
CHF
Revenue recognised at a point in time
From single-family detached homes build on
speculation and individual residential units in multi-family
64,224,824
7,953,496
buildings
Revenue recognised over time
From servicing work
503,226
3,578,743
From custom built single-family detached homes
632,331
1,225,691
Total
65,360,381
12,757,930
24)
INVESTMENT INCOME AND OTHER FINANCIAL INCOME
2023
2022
CHF
CHF
Net income (loss) from securities
Dividend and interest income
8,465,561
7,610,497
Realised gain on securities
1,326,235
1,721,499
Realised loss on securities
(3,254,562)
(2,665,104)
Fees on portfolio management
(294,768)
(299,345)
Increase (decrease) in value of securities
35,259,223
(80,987,890)
Total investment income (loss)
41,501,689
(74,620,343)
Other financial income
Interest received
814,410
366,769
Total other financial income
814,410
366,769
Total investment income (loss) and
other financial income (loss)
42,316,099
(74,253,574)
Investment revenue earned on financial assets, analysed by category of asset, is as follows:
Fair value through profit or loss (FVTPL)
41,501,689
(74,620,343)
Loans and receivables (including cash)
814,410
366,769
Total investment income (loss) and
other financial income (loss)
42,316,099
(74,253,574)
- 32 -
SOF ISA SA
25)
FINANCIAL EXPENSES
2023
2022
CHF
CHF
Bank charges
(220,101)
(230,748)
Interest on long term debt
(1,818,544)
(1,906,759)
Dividends on preferential registered shares
(107,100)
(94,800)
Exchange difference
(3,193,301)
(5,083,214)
Total
(5,339,046)
(7,315,521)
26) OTHER RELATED PARTY TRANSACTIONS
During the year the Group paid short-term benefits totalling CAD 300,000 or CHF 191,490 (2022:
CHF 167,311) recorded in other operating costs to key subsidiary operating management. Key
subsidiary operating management is defined as directors and officers.
There are no other related party transactions to be disclosed other than those presented in
note 16 and in note 30.
27) COMMITMENTS AND CONTINGENT LIABILITIES
On January 1, 2017, the Group entered into a development agreement with a third party land
owner whereby the parties agreed to jointly develop, construct and sell to third party
purchasers, homes to be constructed on the third party land owner’s property. The projects
were completed. The Group is responsible to fund all construction costs, currently estimated to
be nil (2022: CHF 403,987).
At December 31, 2023, the Group has outstanding letters of credit aggregating to
approximately CHF 13,409,674 (2022: CHF 18,490,500) in connection with real estate
development projects.
In fiscal years 2016 and 2017, the Group received Notices of Reassessment from the Canada
Revenue Agency (“CRA”) totaling CAD 1,860,189 (CHF 1,187,359) in additional income taxes
and interest and transfer pricing penalties totaling CAD 718,929 (CHF 458,892) in respect of the
Group’s December 31, 2012 and 2013 taxation years.
While management and the Group’s legal counsel believe the reassessments are without merit
and the Group is more likely than not to be successful in its defense, under the reassessments,
CRA is asserting that the interest rate on certain debt with an affiliate should be substantially
l ower, resulting in a reduction of tax deductible interest expense and a corresponding increase
in taxable income.
Subsequent to filing Notices of Objection for both reassessments, the Group filed a Notice of
Appeal to the Tax Court of Canada appealing to the 2012 and 2013 reassessments on July 4,
2019. On November 29, 2019, the Attorney General of Canada on behalf of the CRA filed a
Reply to the Notice of Appeal. To date, the Tax Court of Canada has not released any decision
on the Notice of Appeal.
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SOF ISA SA
While management and legal counsel believe the reassessments are without merit, during the
2021 fiscal year the Group offered to settle the matter with CRA on a without prejudice basis
for approximately CAD 930,000 in order to avoid future litigation costs and not as an admission
of guilt. CRA has not accepted or rejected the settlement offer.
Should the CRA be successful in its claim and apply their position to open taxation years
beyond 2012 and 2013, the Group has estimated the potential income tax exposure for the
remaining open taxation years to be approximately CAD 11.3 million excluding any interest or
penalties.
In fiscal 2020, the Group was notified by CRA that the Company’s fiscal 2017 through 2019
taxation years would once again be subject to an audit by CRA. During the year 2022, the
Group was notified by CRA that there were no adjustments stemming from the main income
tax audit, however, the rate of interest paid on an affiliate’s debt for fiscal 2017 through 2019
was still subject to audit by CRA’s transfer pricing division.
As management believes the Group will ultimately be successful in its defense of the 2012 and
2013 reassessments and will not be reassessed for any additional taxes, interest and penalties
for any open taxation years, no amounts have been accrued in the December 31, 2022 or
2023 consolidated financial statements for the impact of the reassessments nor any similar
adjustments that would likely be proposed for open taxation years should CRA ultimately be
successful.
28) FINANCIAL RISK MANAGEMENT
The Sofisa Group has specific guidelines on managing financial assets and liabilities. In order to
optimise financial resources, the management of liquidity not required for operational purposes
is largely centralised as long-term Group financing.
Capital risk management: The Group manages its capital to ensure that it will be able to
continue as a going concern while maximising the return to shareholders through the
optimisation of the debt and equity balance. The Group overall strategy remains unchanged
from previous year.
The capital structure of the Group consists of debt, which includes the preference shares, cash
and cash equivalents and securities and equity attributable to the shareholders, comprising
issued capital, reserves and retained earnings as disclosed in Notes 20, 21 and 22.
Significant accounting policies: Details of the significant accounting policies and methods
adopted, including the criteria for recognition, the basis of measurement and the basis on
which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed above.
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SOF ISA SA
Categories of financial instruments:
2023
Financial
At fair value
Financial
Total
Fair
assets
through profit
liabilities
carrying
value
at
or loss at
amount
amortised amortised
cost cost
CHF
CHF
CHF
CHF
CHF
Financial assets
Cash and cash equivalents
10,064,262
-
-
10,064,262
10,064,262
Restricted cash
958,283
-
-
958,283
958,283
Securities
-
405,577,181
-
405,577,181
405,577,181
Trade and other receivables
1,068,299
-
-
1,068,299
1,068,299
Investment in other companies
-
10,166,375
10,166,375
10,166,375
Total financial assets
12,090,844
415,743,556
-
427,834,400
427,834,400
Financial liabilities
Trade and other payables
-
-
8,513,728
8,513,728
8,513,728
Short term part of interest-
bearing debt
-
-
30,748,800
30,748,800
32,011,224
Long term part of interest-
bearing debt
-
-
10,324,500
10,324,500
13,791,807
Other liabilities
-
-
23,719,295
23,719,295
23,719,295
Preference shares
-
-
2,256,300
2,256,300
2,256,300
Total financial liabilities
-
-
75,562,623
75,562,623
80,292,354
2022
Financial
At fair value
Financial
Total
Fair
assets
through
liabilities
carrying
value
profit
at
or loss at
amount
amortised amortised
cost cost
CHF
CHF
CHF
CHF
CHF
Financial assets
Cash and cash equivalents
8,713,463
-
-
8,713,463
8,713,463
Restricted cash
201,010
-
-
201,010
201,010
Securities
-
364,946,336
-
364,946,336
364,946,336
Trade and other receivables
10,565,200
-
-
10,565,200
10,565,200
Investment in other companies
-
8,968,780
-
8,968,780
8,968,780
Total financial assets
19,479,673
373,915,116
-
393,394,789
393,394,789
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SOF ISA SA
Financial liabilities
Trade and other payables
-
-
5,719,532
5,719,532
5,719,532
Short term part of interest-
bearing debt
-
-
54,178,472
54,178,472
55,675,415
Long term part of interest-
bearing debt
-
-
9,339,960
9,339,960
11,943,449
Other liabilities
-
-
22,734,625
22,734,625
22,734,625
Preference shares
-
-
2,260,800
2,260,800
2,260,800
Total financial liabilities
-
-
94,233,389
94,233,389
98,333,821
Financial risk management objectives: The Group finance management function provides
services to the business, co-ordinates access to domestic and international financial markets,
monitors and manages the financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and magnitude of risks. These risks
include market risk, credit risk, liquidity risk and other market risk.
The Group delegates other investment decisions to external Portfolio Managers. The mandates
are entrusted in accordance with the Swiss Law, within a clearly defined framework and
investments guidelines. In selecting individual investments, Portfolio Managers must adhere to
the principle of risk diversification and comply with the percentage limits, the investment
universe or the composition of the agreed benchmark MSCI All Country World (net dividend
invested) in CHF.
Market risk management: Market risks are potential losses that the Group could incur through
changes in the variable conditions. The variables may be the equity price risk, exchange rates
and interest rates. Changes in the fair values of financial assets, financial liabilities caused by
such variable factors may affect the Group’s financial position and results.
Sensitivity analysis with respect to price risk
The Group is exposed to price risks arising from portfolio investments. The sensitivity analyses
below have been determined based on the exposure to price risks at the reporting date.
If prices had been 10% higher/lower, net profit for the year ended December 31, 2023 would
have been affected as the portfolio investment are classified as at fair value through profit and
loss. The profit would increase/decrease by CHF 40.62 million (CHF 36.54 million in 2022).
Exchange rate risk management: The Group is exposed to exchange rate risk, mainly in relation
to the USD, CAD, EUR, GBP, JPY and CNY that affect the Group’s assets and earnings in Swiss
francs. The foreign exchange risks are not hedged.
Considering the weight of the different foreign currencies in which our assets are invested, the
impact of the exchange rate effect on our investment values may be estimated to about
-7.80 % in 2023 (-1.20 % in 2022).
Sensitivity analysis with respect to foreign currencies
The sensitivity analysis covers only monetary items in the statements of financial position that,
relative to the functional currency of the Group, are settled in foreign currencies. The sensitivity
analysis excludes net investment in Group companies. The largest monetary items in the
statements of financial position of the Group companies relate to the currency pairs CHF/USD,
CHF/EUR, CHF/JPY, CHF/GBP and CHF /CNY.
- 36 -
SOF ISA SA
If the CHF had been 10% stronger (weaker) against the USD at December 31, 2023, the Group’s
net income would have been CHF 25.10 million lower (higher). In the prior year, the same
percentage difference in the exchange rate would have caused net income to be CHF 21.78
million lower (higher).
If the CHF had been 10% stronger (weaker) against the EUR at December 31, 2023, the Group’s
net income would have been CHF 3.59 million lower (higher). In the prior year, the same
percentage difference in the exchange rate would have caused net income to be CHF 3.27
million lower (higher).
If the CHF had been 10% stronger (weaker) against the JPY at December 31, 2023, the Group’s
net income would have been CHF 2.20 million lower (higher). In the prior year, the same
percentage difference in the exchange rate would have caused net income to be CHF 2.03
million lower (higher).
If the CHF had been 10% stronger (weaker) against the GBP at December 31, 2023, the Group’s
net income would have been CHF 1.41 million lower (higher). In the prior year, the same
percentage difference in the exchange rate would have caused net income to be CHF 1.39
million lower (higher).
If the CHF had been 10% stronger (weaker) against the CNY at December 31, 2023, the Group’s
net income would have been CHF 1.13 million lower (higher). In the prior year, the same
percentage difference in the exchange rate would have caused net income to be CHF 1.33
million lower (higher).
Credit risk management: Credit risks arise when a customer or a third party fails to meet its
contractual obligations and causes the Group a financial loss. In the real estate development,
the Group is exposed to credit risk on its account receivables. The exposure to this risk is
generally concentrated to a limited number of debtors, and is also concentrated
geographically in British Columbia, Canada and is subject to the related economic conditions
in that region. Credit risk in this sector arises generally from sales of residential property and is
mitigated by the underlying lien or charge on the property. The Group does not have any
significant credit risk exposure. Maximum exposure to credit risk is limited to the carrying value
of account receivables and securities.
Liquidity risk management: The aim of liquidity risk management is to provide sufficient cash to
meet the Group’s financial liabilities on time while maintaining the flexibility to take advantage
of market opportunities and optimum investment conditions. The Group’s credit standing
enables it to borrow cash for financing at an advantageous rate.
The liquidity risk is mitigated by the cash at disposal, and the large securities portfolio made
exclusively of listed shares easily realisable on the equity markets.
At December 31, 2023, the Group had the following undrawn committed borrowing facilities
available:
2023
2022
CHF
CHF
Expiring less than 1 year
3,714,025
1,342,173
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SOF ISA SA
The following tables detail the Group’s remaining contractual maturity for its non-derivative
financial liabilities. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay. The
table includes both interest and principal cash flows.
2023
Weighted
average
Less
More
effective
than
than
interest rate
1 year
1 - 5 years
5 years
Total
%
CHF
CHF
CHF
CHF
Non-interest bearing
Trade and other
payables
-
8,513,728
-
-
8,513,728
Other liabilities
-
5,545,028
63,830
-
5,608,858
Preference shares
-
-
2,256,300
-
2,256,300
Interest bearing
Bank overdraft
8.20%
33,270,202
-
-
33,270,202
Bank long term debt
14.20%
1,466,079
12,890,138
-
14,356,217
48,795,037
15,210,268
-
64,005,305
2022
Weighted
average
Less
More
effective
than
than
interest rate
1 year
1 - 5 years
5 years
Total
%
CHF
CHF
CHF
CHF
Non-interest bearing
Trade and other
payables
-
5,719,532
-
-
5,719,532
Other liabilities
-
11,939,707
68,290
-
12,007,997
Preference shares
-
-
2,260,800
-
2,260,800
Interest bearing
Bank overdraft
7.45%
33,722,997
-
-
33,722,997
Bank short term debt
1.40%
5,571,854
-
-
5,571,854
Bank short term debt
3.60%
10,612,266
-
-
10,612,266
Bank long term debt
1%
7,023,973
-
-
7,023,973
Bank long term debt
11.13%
1,039,538
12,198,689
-
13,238,226
75,629,866
14,527,779
-
90,157,644
- 38 -
SOF ISA SA
Reconciliation of liabilities arising from financing activities
The table below details changes in the Group liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities are
those for which cash flows were, or future cash flows will be, classified in the Group
consolidated financial statement of cash flows as cash flows from financing activities.
Non-cash changes
Foreign
Other
December
January 1
Cash flows
exchange
Transfer
changes
31
2023
movements
2023
Short term part of
interest bearing
liabilities
54,178,472 (21,380,993) (2,048,679)
-
- 30,748,800
Long term part of
interest bearing
liabilities
9,339,960
1,594,530
(609,990) - - 10,324,500
Other liabilities
68,290 - (4,460) - - 63,830
Preference
shares
2,260,800
(111,600)
- - 107,100 2,256,300
65,847,523 (19,898,063)
(2,663,129)
- 107,100 43,393,430
Non-cash changes
Foreign
Other
December
January 1
Cash flows
exchange
Transfer
changes
31
2022
movements
2022
Short term part of
interest bearing
liabilities
47,792,602 (13,863,430) (2,554,345)
22,793,645
- 54,178,472
Long term part of
interest bearing
liabilities
23,286,880
9,339,960
(493,235)
(22,793,645)
- 9,339,960
Other liabilities
72,130 - (3,840) - - 68,290
Preference
shares
2,244,000
(78,000)
- - 94,800 2,260,800
73,394,612 (4,601,470)
(3,041,420)
- 94,800 65,847,523
Other changes include the transactions directly recognised in the statement of income.
- 39 -
SOF ISA SA
Fair value of financial instruments:
All portfolio investments are concentrated in the global equity mandate tracking MSCI World
AC index. These securities investments are the only financial instruments measured at fair
value subsequent to their initial recognition.
Securities investments (2023: CHF 405,577,181 2022: CHF 364,946,336) qualify as Level 1 fair
value measurement category. Level 1 fair value measurements are those derived from the
quoted price in active markets.
The Group’s policy for determining when transfers between levels of the fair value hierarchy
are deemed to have occurred are based on changes in the level of inputs to valuation
techniques used to measure fair value. There was no transfer between levels of fair value
hierarchy in the current year.
29) RISK ASSESSMENT
The Board of Directors has performed a risk assessment on November 10, 2023.
30) DISCLOSURE OF BOARD COMPENSATION UNDER SECTION 663b bis OF SWISS CODE OF
OBLIGATIONS
2023
2022
Remuneration (net)
(267,373)
(261,095)
Contribution for old age and survivor
insurance and unemployment insurance
(17,406)
(27,173)
Total indemnity
(284,779)
(288,268)
31) DISCLOSURE OF BOARD SHAREHOLDINGS UNDER SECTION 663c OF SWISS CODE OF
OBLIGATIONS
The ownership interests in SOFISA SA held by members of the Board of Directors are disclosed
below.
Number of shares
Voting rights
2023
2022
2023
2022
The Most Hon. Constantine Edmund
Walter Phipps Marquis of Normanby
551
551
7.92%
7.92%
Member of the Board of Directors
32) APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the Board of Directors and authorised for issue on
April 18, 2024.
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SOF ISA SA
33) ESEF REPORTING
The official version of the Annual Report of Sofisa SA, which includes the consolidated
financial statements is the European Single Electronic Format (ESEF) version available with the
Officially Appointed Mechanism (OAM) tool.
34) SUBSEQUENT EVENTS
Since the end of the year, there have been no events which would significantly affect the
Group result as reported in the consolidated financial statements for the year 2023.
- 41 -