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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 following subsidiaries are included in the consolidated financial statements:

 

Company

Registered office

Participation in % (capital and votes)

Share capital 
(LC 1,000)

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. 
(Ex NuGEN Technologies, 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, 
Binh Duong Province (VN)

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

 

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

 

 

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 

 

 

 

Assets

 29,992 

18,338

 

 

 

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) 

 

 

 

Liabilities

 (13,992) 

 (8,716) 

 

 

 

Total identifiable net assets at fair value

 16,000 

9,622

 

 

 

Goodwill arising on acquisition

 32,218 

 11,521 

 

 

 

Consideration transferred for the business combination

 48,218 

21,143

 

 

 

Cash acquired

 (4,413) 

 (297) 

 

 

 

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

 

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

 

 

Contribution of acquired companies from the date of acquisition

 

 

  Months

4

7

  Sales

3,119

 4,993 

  Operating profit

(4,520)

 829 

 

 

 

Consolidated numbers, if the acquisition occurred at the beginning of the reporting period 

 

 

  Sales

602,234

 640,370 

  Operating profit1/2

80,330

 89,670 

 

 

 

Acquisition-related legal fees and due diligence costs, included in 'general and administration'

952

 1,045 

  1. 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.
  2. 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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