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 following subsidiaries are included in the consolidated financial statements:
Company | Registered office | Participation in % (capital and votes) | Share capital | Currency | Activities |
Tecan Schweiz AG | Männedorf/Zurich (CH) | 100% | 5,000 | CHF | R/P/D |
Tecan Trading AG | Männedorf/Zurich (CH) | 100% | 300 | CHF | S/D |
• Pulssar Technologies S.A.S | Paris (FR) | 100% | 400 | EUR | inactive |
Tecan Sales Switzerland AG | Männedorf/Zurich (CH) | 100% | 250 | CHF | D |
Tecan Austria GmbH | Grödig/Salzburg (AT) | 100% | 1,460 | EUR | R/P |
Tecan Sales Austria GmbH | Grödig/Salzburg (AT) | 100% | 35 | EUR | D |
Tecan Sales International GmbH | Grödig/Salzburg (AT) | 100% | 35 | EUR | D |
Tecan Landesholding GmbH | Crailsheim/Stuttgart (DE) | 100% | 25 | EUR | S |
• Tecan Deutschland GmbH | Crailsheim/Stuttgart (DE) | 100% | 51 | EUR | D |
• Tecan Software Competence Center GmbH | Mainz-Kastel (DE) | 100% | 103 | EUR | R |
• IBL International GmbH | Hamburg (DE) | 100% | 25 | EUR | R/P/D |
Tecan Benelux B.V.B.A. | Mechelen (BE) | 100% | 137 | EUR | D |
Tecan France S.A.S. | Lyon (FR) | 100% | 2,760 | EUR | D |
Tecan Iberica Instrumentacion S.L. | Barcelona (ES) | 100% | 30 | EUR | D |
Tecan Italia S.r.l. | Milano (IT) | 100% | 77 | EUR | D |
Tecan UK Ltd. | Reading (UK) | 100% | 500 | GBP | D |
Tecan Nordic AB | Stockholm (SE) | 100% | 100 | SEK | D |
Tecan US Group, Inc. | Morrisville, NC (US) | 100% | 1,500 | USD | S |
• Tecan US, Inc. | Morrisville, NC (US) | 100% | 400 | USD | D |
• Tecan Systems, Inc. | San Jose, CA (US) | 100% | 26 | USD | R/P |
• Tecan SP, Inc. | Baldwin Park/Los Angeles, CA (US) | 100% | 472 | USD | R/P/D |
• Tecan Genomics, Inc. | Redwood City, CA (US) | 100% | 0 | USD | R/P/D |
• Valvex Enterprises, Inc. – doing business as DC Precision Machining (DCPM) | Morgan Hill, CA (US) | 100% | 58 | USD | P/D |
IBL International Corp. | Toronto (CA) | 100% | 0 | USD | inactive |
Tecan Asia (Pte.) Ltd. | Singapore (SG) | 100% | 800 | SGD | S |
Tecan (Shanghai) Trading Co., Ltd. | Shanghai (CN) | 100% | 3,417 | CNY | D |
PMAS Co., Ltd | Ben Cat Town, | 100% | 10,367 | VND | P |
Tecan Japan Co., Ltd. | Kawasaki(JP) | 100% | 125,000 | JPY | D |
Tecan Australia Pty Ltd | Melbourne (AU) | 100% | 0 | AUD | D |
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S = services, holding functions, R = research and development, P = production, D = distribution |
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:
| 31.08.2018 NuGEN | 31.05.2019 DCPM/PMAS |
CHF 1,000 |
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Cash and cash equivalents | 4,413 | 297 |
Trade accounts receivable | 1,516 | 1,106 |
Inventories | 3,892 | 3,225 |
Other current assets | 727 | 427 |
Non-current financial assets | 322 | – |
Property, plant and equipment | 233 | 4,670 |
Right-of-use assets | – | 2,961 |
Intangible assets | 12,722 | 5,599 |
Deferred tax assets | 6,167 | 53 |
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Assets | 29,992 | 18,338 |
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Current financial liabilities | (279) | (448) |
Trade and other accounts payable | (10,514) | (2,799) |
Income tax payables | (122) | (10) |
Accrued expenses and current provisions | (2,529) | (850) |
Non-current financial liabilities | – | (2,513) |
Other non-current liabilities | (22) | – |
Deferred tax liabilities | (526) | (2,096) |
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Liabilities | (13,992) | (8,716) |
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Total identifiable net assets at fair value | 16,000 | 9,622 |
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Goodwill arising on acquisition | 32,218 | 11,521 |
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Consideration transferred for the business combination | 48,218 | 21,143 |
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Cash acquired | (4,413) | (297) |
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Net cash outflow (including holdback) | 43,805 | 20,846 |
Trade accounts receivable comprise gross contractual amounts due of CHF 1.1 million (2018: CHF 1.9 million), of which CHF 0.0 million (2018: CHF 0.4 million) was expected to be uncollectable at the acquisition date.
The initial accounting for the acquisition of DCPM/PMAS was based on the assumption that the Group would take the election pursuant to section 338(h)(10) of the US tax law, under which a legal share deal is treated as an asset deal for tax purposes. Consequently, no deferred tax liabilities were recognized for the US entity in the interim report 2019. However, after a detailed analysis, it was concluded that the election would not be advantageous for the Group. Accordingly, the opening balance of DCPM was adjusted for deferred tax liabilities of CHF 2.1 million in the second half of 2019. The purchase price allocation is still provisional.
3.2.2 Acquisition on May 31, 2019: DCPM/PMAS
The Group acquired 100% of the voting rights of a long-term supplier to vertically integrate the manufacturing of critical precision-machined parts of its liquid handling pump portfolio. The acquisition comprises two manufacturing sites:
Company | Registered office | Participation in % (capital and votes) | Activities |
Valvex Enterprises, Inc. – doing business as DC Precision Machining (DCPM) | Morgan Hill, CA (US) | 100% | P/D |
PMAS Co., Ltd | Ben Cat Town, Binh Duong Province (VN) | 100% | P |
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S = services, holding functions, R = research and development, P = production, D = distribution |
The consideration transferred for the business combination includes a holdback of USD 3.0 million. The holdback was paid into an escrow bank account and is triggered upon the achievement of a sales-defined milestone in 2020. The business plan underlying the acquisition indicates that the entire holdback will be payable.
3.2.3 Acquisition on August 31, 2018: NuGEN Technologies, Inc. (renamed to Tecan Genomics, Inc.)
The purchase price allocation process for the acquisition of NuGEN Technologies, Inc., which was considered provisional at year-end 2018 for the valuation of trade accounts receivable and capitalized tax-loss carry-forwards, has been completed without any adjustments.
3.2.4 Acquisition on September 30, 2016: SPEware Group (renamed to Tecan SP, Inc.)
The second and final instalment of the contingent consideration in the amount of USD 5.0 million was paid at the beginning of 2019.
3.2.5 Contribution of acquired companies in the year of acquisition and consolidated numbers (unaudited)
| 2018 | 2019 |
CHF 1,000 |
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Contribution of acquired companies from the date of acquisition |
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Months | 4 | 7 |
Sales | 3,119 | 4,993 |
Operating profit | (4,520) | 829 |
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Consolidated numbers, if the acquisition occurred at the beginning of the reporting period |
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Sales | 602,234 | 640,370 |
Operating profit1/2 | 80,330 | 89,670 |
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Acquisition-related legal fees and due diligence costs, included in 'general and administration' | 952 | 1,045 |
- In determining these amounts, management has assumed that the fair value adjustments that arose on the acquisition date would have been the same as if the acquisition had occurred on January 1, 2018 and 2019, respectively.
- The pre-acquisition period of NuGEN Tecnologies, Inc. from January to August 2018 includes several million Swiss Francs in non-recurring expenses for projects (including acquisition related costs) that the former owners had undertaken.
3.3 Disposal groups held for sale
3.3.1 Disposal group ‘property Hombrechtikon’
In the second half of 2016, management committed to a plan to sell the Hombrechtikon manufacturing facility after having transferred all business activities to Männedorf. Accordingly, the facility and the related mortgage were presented as a disposal group held for sale. In the first half of 2018, the mortgage was repaid and the related interest derivative settled. Efforts to sell the facility continued. However, a sale in the next 12 months was no longer considered highly probable. At year-end 2018, the facility was classified as an investment property and valued at cost less accumulated depreciation (cost model).
3.3.2 Disposal group ‘unquoted equity investment’
Management has started sales negotiations for the unquoted equity investment. Therefore, the financial asset of CHF 3.0 million is classified as held for sale at year-end 2019. The Group continues to measure the investment at fair value through other comprehensive income (FVOCI) in accordance with IFRS 9 using the discounted cash flow method with level 3 inputs of the fair value hierarchy.
Total changes in the fair value recognized during 2019 in other comprehensive income amount to CHF 1.2 million. A further decrease in the forecasted cash flows of 10% would adversely impact the fair value by estimated CHF 1.0 million. No dividend was paid either in 2018 or in 2019.
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