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- Investor Relations
- Corporate Governance
- Financial Report 2022
- Chief financial officer’s report
- Five-year consolidated data
- Consolidated financial statements
- Notes to the consolidated financial statements
- 1 Reporting entity
- 2 Summary of significant accounting policies
- 3 Scope of consolidation
- 4 Sales – Revenue from contracts with customers
- 5 Sales – Income from operating lease arrangements (group as lessor)
- 6 Segment information
- 7 Operating expenses by nature
- 8 Research and development
- 9 Other operating result
- 10 Financial result
- 11 Earnings per share
- 12 Employee benefits
- 13 Income taxes
- 14 Cash and cash equivalents
- 15 Other current financial assets
- 16 Trade accounts receivable
- 17 Inventories
- 18 Non-current financial assets
- 19 Property, plant and equipment
- 20 Right-of-use assets (group as lessee)
- 21 Intangible assets and goodwill
- 22 Financial liabilities
- 23 Contract liabilities
- 24 Government grants
- Statutory Auditor´s Report on the Consolidated Financial Statements
- Balance sheet of Tecan Group Ltd.
- Income statement of Tecan Group Ltd.
- Notes to the financial statements of Tecan Group Ltd.
- 1 Reporting entity
- 2 Summary of significant accounting policies
- 3 Investments in subsidiaries
- 4 Bond
- 5 Provision for general business risks
- 6 Shareholders’ equity
- 7 Gain on sale of financial investments
- 8 Number of employees
- 9 Number of shares and share options
- 10 Guarantees in favor of third parties
- 11 Liabilities from lease arrangements not included in the balance sheet
- 12 Subsequent events
- Statutory Auditor`s Report on the Financial Statements of Tecan Group Ltd.
- Global
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) | Currency | Share capital | Activities |
Tecan Schweiz AG | Männedorf/Zurich (CH) | 100% | CHF | 5,000 | R/P/D |
Tecan Trading AG | Männedorf/Zurich (CH) | 100% | CHF | 300 | S/D |
Tecan Sales Switzerland AG | Männedorf/Zurich (CH) | 100% | CHF | 250 | D |
Tecan Austria GmbH | Grödig/Salzburg (AT) | 100% | EUR | 1,460 | R/P |
Tecan Sales Austria GmbH | Grödig/Salzburg (AT) | 100% | EUR | 35 | D |
Tecan Sales International GmbH | Grödig/Salzburg (AT) | 100% | EUR | 35 | D |
Tecan Landesholding GmbH | Crailsheim/Stuttgart (DE) | 100% | EUR | 25 | S |
• Tecan Deutschland GmbH | Crailsheim/Stuttgart (DE) | 100% | EUR | 51 | D |
• Tecan Software Competence | Mainz-Kastel (DE) | 100% | EUR | 103 | R |
• IBL International GmbH | Hamburg (DE) | 100% | EUR | 25 | R/P/D |
Tecan Benelux B.V. | Mechelen (BE) | 100% | EUR | 37 | D |
Tecan France S.A.S. | Lyon (FR) | 100% | EUR | 2,760 | D |
Tecan Iberica Instrumentacion S.L. | Barcelona (ES) | 100% | EUR | 30 | D |
Tecan Italia S.r.l. | Milano (IT) | 100% | EUR | 77 | D |
Tecan UK Ltd. | Reading (UK) | 100% | GBP | 500 | D |
Tecan Nordic AB | Stockholm (SE) | 100% | SEK | 100 | D |
Tecan US Group, Inc. | Morrisville, NC (US) | 100% | USD | 1,500 | S |
• Tecan US, Inc. | Morrisville, NC (US) | 100% | USD | 400 | D |
• Tecan Systems, Inc. | San Jose, CA (US) | 100% | USD | 26 | R/P |
• Tecan SP, Inc. | Baldwin Park/Los Angeles, CA (US) | 100% | USD | 472 | R/P/D |
• Tecan Genomics, Inc. | Redwood City, CA (US) | 100% | USD | 0 | R/P/D |
• DCPM, Inc. | Morgan Hill, CA (US) | 100% | USD | 58 | P/D |
• Paramit Acquisition Corp. | Morgan Hill, CA (US) | n/a | USD | 0 | Merged into |
– Paramit Corp. | Morgan Hill, CA (US) | 100% | USD | 0 | P/D |
– Paramit Product Development – | Morgan Hill, CA (US) | n/a | USD | 0 | Merged into |
– Emphysys Holdings, Inc. | Boston, MA (US) | n/a | USD | 0 | Merged into |
– Emphysys, Inc. | Boston, MA (US) | 100% | USD | 0 | R/D |
– Paramit Malysia Sdn. Bhd. | Penang (MY) | 100% | USD | 5,178 | P/D |
Tecan Asia (Pte.) Ltd. | Singapore (SG) | 100% | SGD | 800 | S |
Tecan (Shanghai) Laboratory | Shanghai (CN) | 100% | CNY | 3,417 | D |
PMAS Co., Ltd | Ben Cat Town, Binh Duong Province (VN) | 100% | VND | 10,367,000 | P |
Tecan Japan Co., Ltd. | Kawasaki(JP) | 100% | JPY | 125,000 | D |
Tecan Australia Pty Ltd | Melbourne (AU) | 100% | AUD | 0 | D |
| |||||
S = services, holding functions, R = research and development, P = production, D = distribution | |||||
3.2 PRIOR YEAR CHANGE IN SCOPE OF CONSOLIDATION: ACQUISITION THROUGH BUSINESS COMBINATION
3.2.1 Acquisition of Paramit Group
On August 2, 2021, the Group acquired 100% of the voting rights of Paramit Group, consisting of the following entities:
Company | Registered office | Participation in % | Activities |
Paramit Acquisition Corp. | Morgan Hill, CA (US) | 100% | S |
• Paramit Corp. | Morgan Hill, CA (US) | 100% | P/D |
• Paramit Product Development – Silicon Valley, Inc. | Morgan Hill, CA (US) | 100% | R/D |
• Emphysys Holdings, Inc. | Boston, MA (US) | 100% | S |
• Emphysys, Inc. | Boston, MA (US) | 100% | R/D |
• Paramit Malysia Sdn. Bhd. | Penang (MY) | 100% | P/D |
| |||
S = services, holding functions, R = research and development, P = production, D = distribution | |||
Paramit develops and manufactures medical devices and life sciences instruments. The acquired Group provides its customers with fully integrated engineering, initial product design, prototype development, commercial scale manufacturing, test solutions and assembly services. Paramit employs about 1’000 employees. The acquisition will further extend the Group’s position in solutions for life sciences and in-vitro diagnostics (IVD). It will also add a new business vertical in the attractive and fast-growing market for medical devices. The acquisition will bring significant engineering as well as cost-competitive manufacturing capabilities, both in North America and in the APAC region.
The fair value of the identifiable assets and liabilities at the date of acquisition was as follows:
|
| 02.08.2021 Paramit Group |
CHF 1,000 |
|
|
Cash and cash equivalents |
| 34,950 |
Trade accounts receivable (gross contractual amount of CHF 31.9 million) |
| 31,639 |
Contract assets |
| 16,673 |
Other accounts receivable |
| 407 |
Inventories |
| 44,802 |
Income tax receivables |
| 3,818 |
Prepaid expenses |
| 2,220 |
Property, plant and equipment |
| 30,444 |
Right-of-use assets |
| 27,897 |
Intangible assets |
| 311,308 |
Deferred tax assets |
| 1,220 |
|
|
|
Assets |
| 505,378 |
|
|
|
Current financial liabilities |
| (109,017) |
Trade and other accounts payable |
| (21,258) |
Contract liabilities |
| (15,314) |
Income tax payables |
| (2,657) |
Accrued expenses |
| (16,116) |
Current provisions |
| (8,872) |
Non-current financial liabilities |
| (24,702) |
Deferred tax liabilities |
| (79,903) |
|
|
|
Liabilities |
| (277,839) |
|
|
|
Total identifiable net assets at fair value |
| 227,539 |
Details of the purchase consideration recognized at acquisition and the derivation of goodwill are as follows:
|
| Notes | 02.08.2021 Paramit Group |
CHF 1,000 |
|
|
|
Cash consideration |
|
| 828,331 |
Hedge loss transferred from equity; net of income taxes |
| 28.4.3 | 11,700 |
Contingent consideration |
|
| 12,409 |
|
|
|
|
Total purchase consideration |
|
| 852,440 |
|
|
|
|
Less total identifiable net assets at fair value |
|
| (227,539) |
|
|
|
|
Goodwill arising on acquisition |
|
| 624,901 |
Analysis of the cash flows on acquisition:
|
| Notes |
|
CHF 1,000 |
|
|
|
Cash paid |
|
| 828,331 |
Hedge loss |
| 28.4.3 | 13,193 |
Net cash acquired |
|
| (34,950) |
Contingent consideration paid |
|
| 10,872 |
|
|
|
|
Net cash outflow |
|
| 817,447 |
The acquisition was 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. The goodwill arising from this acquisition is not expected to be tax deductible. The accounting for the acquisition is final. No measurement adjustments were recognized in 2022.
The consideration transferred is USD 940.9 million (CHF 852.4 million), including an estimated contingent consideration (earnout) of USD 13.7 million (CHF 12.4 million) determined using a probability-weighted payment approach. The purchase price was paid in cash, financed with a short-term bridge loan that was granted by a bank. Later, the bridge loan was repaid and partially replaced by an authorized share capital increase and the issuance of a bond. The contingent payment was based on an EBITDA-defined milestone and capped at USD 80 million (CHF 74 million), The earnout period ended on September 30, 2021.The final settlement amount of USD 12.0 million (CHF 10.9 million) was paid shortly before year-end 2021.
As part of the acquisition of the Paramit Group, the financing facilities of Paramit in the amount of USD 117.0 million (CHF 107.0 million) were settled by the Group immediately after closing of the transaction. The cash out flow is presented under ‘Repayment of other bank loans’ / cash from financing activities in the consolidated cash flow statement.
3.2.2 Contribution of acquired companies in the year of acquisition and consolidated numbers (unaudited)
|
| 2021 |
CHF 1,000 |
|
|
Contribution of acquired companies from the date of acquisition |
|
|
Months |
| 5 |
Sales |
| 113,313 |
Operating profit |
| (5,135) |
|
|
|
Consolidated numbers, if the acquisition occurred at the beginning of the reporting period |
|
|
Sales |
| 1,095,867 |
Operating profit1 |
| 152,498 |
|
|
|
Acquisition-related legal fees and due diligence costs, included in 'general and administration' |
| 3,508 |
- 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, 2021.
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