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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

  1. 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.

 

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