3 Scope of consolidation
3.1 Disclosure of interests in other entities
The scope of the consolidation does not include an interest in any of the following:
• Subsidiaries with non-controlling interests
• Associates
• Joint arrangements
The companies which are included in the consolidated financial statements are listed in the notes to the statutory financial statements of Tecan Group Ltd.
3.2 Change in scope of consolidation: acquisition through business combination
3.2.1 Assets and liabilities arising from acquisitions
The fair value of the identifiable assets and liabilities and the net cash outflow at the date of acquisition were:
CHF 1,000 | 30.11.2015 SIAS-Xiril Group | 30.09.2016 SPEware Group |
Cash and cash equivalents | 801 | 374 |
Trade accounts receivable | 6,584 | 3,180 |
Inventories | 3,794 | 2,481 |
Income tax receivables | 12 | – |
Other current assets | 334 | 43 |
Property, plant and equipment | 4,881 | 2,058 |
Intangible assets | 6,501 | 19,704 |
Deferred tax assets | 2,473 | 677 |
|
|
|
Assets | 25,380 | 28,517 |
|
|
|
Current loans | (2,600) | (2,556) |
Trade and other accounts payable | (2,771) | (2,013) |
Deferred revenue | (20) | (32) |
Accrued expenses | (1,962) | (2,475) |
Provisions | (1,637) | (2,623) |
Non-current loans | (3,594) | – |
Liability for post-employment benefits | (4,736) | (647) |
Deferred tax liabilities | (764) | (7,724) |
|
|
|
Liabilities | (18,084) | (18,070) |
|
|
|
Total identifiable net assets at fair value | 7,296 | 10,447 |
|
|
|
Goodwill arising on acquisition | 12,404 | 39,004 |
|
|
|
Consideration transferred for the business combination, in cash | 19,700 | 49,451 |
|
|
|
Cash acquired | (801) | (374) |
Contingent consideration (earn-out) | – | (8,768) |
|
|
|
Net cash outflow | 18,899 | 40,309 |
Trade accounts receivable comprise gross contractual amounts due of CHF 3.5 million (2015: CHF 7.1 million), of which CHF 0.3 million (2015: CHF 0.5 million) was expected to be uncollectable at the acquisition date.
The acquisitions were accounted for using the acquisition method. The resulting goodwill includes expected synergies from the acquisition, the work force and potentially other intangible assets that could not be valued separately. It is not expected to be deductible for tax purposes.
3.2.2 Acquisition on September 30, 2016: SPEware Group
The Group acquired 100% of the voting rights of SPEware Group on September 30, 2016 consisting of the following companies:
Company | Domicile | Participation in % | Activities |
SPEware Corp. | Baldwin Park/Los Angeles, CA (US) | 100 % | S/D |
• Cera Inc. | Baldwin Park/Los Angeles, CA (US) | 100 % | R/P/D |
|
|
|
|
S = services, holding functions, R = research and development, P = production, D = distribution |
The SPEware Group is a provider for mass spectrometry sample preparation solutions, with a focus on the North American market. The acquired Group is part of the business segment ‘Life Sciences Business’.
At the acquisition date, the fair value of the contingent consideration was estimated to be CHF 8.8 million. The fair value was determined using the DCF method with a discount rate of 10%. Two payments in the amount of USD 5.0 million each were agreed with the seller upon the achievement of sales-defined milestones in 2017 and 2018. The underlying business plan indicates that the full amount will be payable. There is no change to this assessment at year-end 2016.
3.2.3 Acquisition on November 30, 2015: Sias–Xiril Group
The Group acquired 100% of the voting rights of Sias-Xiril Group on November 30, 2015 consisting of the following companies:
Company | Domicile | Participation in % | Activities |
SIAS AG | Hombrechtikon/Zurich (CH) | 100 % | S/R/P/D |
• Xiril AG | Hombrechtikon/Zurich (CH) | 100 % | R/D |
|
|
|
|
S = services, holding functions, R = research and development, P = production, D = distribution |
The Sias–Xiril Group develops, manufactures and sells a wide range of modular and complete laboratory automation solutions to OEM-partners. The acquired Group is part of the business segment ‘Partnering Business’.
At year-end 2015 the recognized deferred tax asset from tax loss carry-forwards in the amount of CHF 2.4 million was assessed to be provisional. Further analysis in 2016 confirmed the measurement of the amount.
3.2.4 Contribution of acquired companies in the year of acquisition and consolidated numbers
| 2015 | 2016 |
CHF 1,000 |
|
|
Contribution of acquired companies from the date of acquisition |
|
|
Months | 1 | 3 |
Sales | 1,933 | 4,910 |
Operating profit | (272) | 734 |
|
|
|
Consolidated numbers, if the acquisition occurred at the beginning of the reporting period (unaudited) |
|
|
Sales | 465,334 | 520,134 |
Operating profit1 | 66,100 | 70,721 |
|
|
|
Acquisition-related legal fees and due diligence costs, included in 'general and administration' | 315 | 762 |
- In determining these amounts, management has assumed that the fair value adjustments that arose on the acquisition date would have been the same if the acquisition had occurred on January 1, 2015 and 2016, respectively.
3.3 Disposal group held for sale
In the second half of 2016 management committed to a plan to sell its manufacturing facility after having transferred all business activities to Männedorf. Accordingly, the facility and the related mortgage are presented as a disposal group held for sale. Efforts to sell the disposal group have started.
At December 31, 2016 the disposal group comprised the following assets and liabilities:
| Notes | 2016 |
CHF 1,000 |
|
|
Land and buildings in Hombrechtikon, Zurich (CH) | 17 | 4,140 |
|
|
|
Assets held for sale |
| 4,140 |
|
|
|
Mortgage | 19 | 1,575 |
Interest derivative | 19 | 74 |
|
|
|
Liabilities held for sale |
| 1,649 |
Land and buildings are valued at the lower of their carrying amount and fair value less costs to sell.
Follow Tecan