TÍTULO III. PERFECCIONAMIENTO Y ADJUDICACIÓN DEL CONTRATO
Cláusula 29. Penalidades contractuales
29.1 aCquisition oF subsidiaries
as electronics gmbh
On 24 May 2012 the Group acquired all shares of as elec-tronics GmbH located in Grossbettlingen, Germany.
inplastor gmbh
On 23 January 2012 the Group acquired all shares of In-plastor Graphische Produkte Gesellschaft m.b.H. located in Vienna, Austria.
The following table shows the cash flows of the acquisi-tions made in 2013 and 2012, and the transaction costs which were directly recognized in the income statement:
The cash outflow of EUR 600 (2012: EUR 100) on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) is related to the acquisition in 2010, with delayed payment up to 2013.
The transaction costs are included in the administrative expenses.
(in eUR 1,000) 2013 2012 Date of consolidation
caSh FlOw On acqUiSitiOn OF inveStmentS
Cash outflow on acquisition of as electronics GmbH (8,811) 24 May 2012
Cash outflow on acquisition of Inplastor GmbH (1,944) 23 January 2012
Cash outflow on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) (600) (100) 31 December 2010
total (600) (10,855)
tRanSactiOn cOStS DiRectly RecOGnizeD in the incOme Statement
Inplastor GmbH 14
as electronics GmbH 134
total 0 148
FinanCial stateMents 074
29. bUSineSS cOmbinatiOnS
29.1 aCquisition oF subsidiaries
as electronics gmbh
On 24 May 2012 the Group acquired all shares of as elec-tronics GmbH located in Grossbettlingen, Germany.
inplastor gmbh
On 23 January 2012 the Group acquired all shares of In-plastor Graphische Produkte Gesellschaft m.b.H. located in Vienna, Austria.
The following table shows the cash flows of the acquisi-tions made in 2013 and 2012, and the transaction costs which were directly recognized in the income statement:
The cash outflow of EUR 600 (2012: EUR 100) on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) is related to the acquisition in 2010, with delayed payment up to 2013.
The transaction costs are included in the administrative expenses.
(in eUR 1,000) 2013 2012 Date of consolidation
caSh FlOw On acqUiSitiOn OF inveStmentS
Cash outflow on acquisition of as electronics GmbH (8,811) 24 May 2012
Cash outflow on acquisition of Inplastor GmbH (1,944) 23 January 2012
Cash outflow on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) (600) (100) 31 December 2010
total (600) (10,855)
tRanSactiOn cOStS DiRectly RecOGnizeD in the incOme Statement
Inplastor GmbH 14
as electronics GmbH 134
total 0 148
096 FinanCial appendix
FinanCial appendix
29.1.1 acquisition 2012 – as electronics Gmbh
On 24 May 2012 the Group acquired by way of a share pur-chase agreement all of the shares of as electronics GmbH, a leading provider of embedded electronics and security solutions in Germany. The rationale for the acquisition was to expand the Group’s engineering and development expertise in the electronics sector. The aggregate consid-eration amounts to EUR 11,470, which consists of EUR 10,070 cash consideration and a contingent considera-tion which requires the Group to pay EUR 1,400 depending on defined operating results for the financial year 2012.
Management expected the earn-out payment to be made in full on the date of the acquisition. The potential undis-counted amount of all future payments that the Group might be required to make under the contingent
consid-(in eUR 1‘000) PURchaSe cOnSiDeRatiOn
Purchase consideration paid 10,070
Contingent consideration 1,400
total purchase consideration 11,470
Fair value of net assets acquired (8,190)
Goodwill (note 6) 3,280
eration arrangement is between EUR 0 and EUR 1,400.
as electronics GmbH was acquired by exceet Group AG.
Transaction costs of EUR 134 have been recognized in administrative expenses.
as electronics GmbH contributed revenue of EUR 9,761 and a net profit of EUR 239 to the Group for the period of 24 May 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, as electronics GmbH would have contributed revenue of EUR 16,384 and a net profit of EUR 424 to the Group for the financial year 2012.
Details of net assets acquired and goodwill are as follows:
The goodwill of EUR 3,280 arises from a number of factors, such as expected synergies by integrating the acquired company into the Group’s existing business model, the highly skilled workforce and to obtain
econo-mies of scale. The goodwill is not tax deductible.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 1,456. The gross contractual amount for trade receivables due is
EUR 1,466, of which EUR 10 is expected to be uncollect-ible.
(in eUR 1‘000) FaiR valUe
Cash and cash equivalents 1,259
Tangible assets (note 5) 217
Software and other intangible assets (note 6) 68
Customer base, technology, brand (note 6) 6,559
Other financial assets 20
Inventory 4,691
Trade receivables (including allowance) 1,456
Other receivables 922
Accrued income and deferred expenses 84
Trade payables (971)
Other liabilities (1,083)
Accrued expenses and deferred income (564)
Provisions (47)
Bank liabilities (2,524)
Liabilities from finance leasing (44)
Deferred tax, net (1,853)
net assets acquired 8,190
Consideration settled in cash (10,070)
Cash and cash equivalents in subsidiary acquired 1,259
cash outflow on acquisition (8,811)
075 FinanCial stateMents
29.1.2 acquisition 2012 - inplastor Graphische Produkte Gesellschaft m.b.h.
On 23 January 2012 the Group acquired by way of a share purchase agreement all of the shares of Inplastor Gra-phische Produkte Gesellschaft m.b.H. (Inplastor GmbH), an Austrian full-line provider of card-based loyalty and ID security solutions. The rationale for the acquisition was to strengthen the Group’s market leader position in the card-based loyalty and ID security solution market in the DACH-Region (Germany, Austria and Switzerland). The aggregate consideration amounts to EUR 2,700, which consists of EUR 2,200 cash consideration, contingent considerations of EUR 300 payable upon the submission of the audited financial statements as of 31 December 2011 of Inplastor GmbH, and EUR 200 payable one year after the effective date of the acquisition provided all defined conditions have been fulfilled. The contingent considerations of EUR 500 have been paid into an escrow account, and EUR 300 has been released as of 31 December 2012. The Group
does not expect any future payments under the contin-gent consideration arrangement.
Inplastor GmbH was acquired through an intermediate Austrian holding company (exceet Austria GmbH). Trans-action costs of EUR 14 have been recognized in adminis-trative expenses.
Inplastor GmbH contributed revenue of EUR 8,356 and a net loss of EUR 326 to the Group for the period of 23 January 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, Inplastor GmbH would have contributed revenue of EUR 8,615 and a net loss of EUR 414 to the Group for the financial year 2012.
Details of net assets acquired and goodwill are as follows:
(in eUR 1,000) PURchaSe cOnSiDeRatiOn
Purchase consideration paid 2,200
Contingent consideration paid in an escrow account 500
total purchase consideration 2,700
Fair value of net assets acquired –2,277 (2,277)
Goodwill (note 6) 423
The goodwill of EUR 423 arises mainly from the expected syn-ergies by integrating the acquired company into the Group’s existing businesses. The goodwill is not tax deductible.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 172. The gross contractual amount for trade receivables due is
EUR 172; there are no trade receivables expected to be uncollectible.
(in eUR 1,000) FaiR valUe
Cash and cash equivalents 756
Tangible assets (note 5) 489
Software and other intangible assets (note 6) 71
Customer base and technology (note 6) 1,765
Inventory 299
Trade receivables (including allowance) 172
Other receivables 20
Accrued income and deferred expenses 29
Trade payables (291)
Other liabilities (211)
Accrued expenses and deferred income (72)
Provisions (189)
Other long-term liabilities (52)
Deferred tax, net (509)
net assets acquired 2,277
Consideration settled in cash (2,700)
Cash and cash equivalents in subsidiary acquired 756
cash outflow on acquisition (1,944)
FinanCial stateMents 076
29.1.1 acquisition 2012 – as electronics Gmbh
On 24 May 2012 the Group acquired by way of a share pur-chase agreement all of the shares of as electronics GmbH, a leading provider of embedded electronics and security solutions in Germany. The rationale for the acquisition was to expand the Group’s engineering and development expertise in the electronics sector. The aggregate consid-eration amounts to EUR 11,470, which consists of EUR 10,070 cash consideration and a contingent considera-tion which requires the Group to pay EUR 1,400 depending on defined operating results for the financial year 2012.
Management expected the earn-out payment to be made in full on the date of the acquisition. The potential undis-counted amount of all future payments that the Group might be required to make under the contingent
consid-(in eUR 1‘000) PURchaSe cOnSiDeRatiOn
Purchase consideration paid 10,070
Contingent consideration 1,400
total purchase consideration 11,470
Fair value of net assets acquired (8,190)
Goodwill (note 6) 3,280
eration arrangement is between EUR 0 and EUR 1,400.
as electronics GmbH was acquired by exceet Group AG.
Transaction costs of EUR 134 have been recognized in administrative expenses.
as electronics GmbH contributed revenue of EUR 9,761 and a net profit of EUR 239 to the Group for the period of 24 May 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, as electronics GmbH would have contributed revenue of EUR 16,384 and a net profit of EUR 424 to the Group for the financial year 2012.
Details of net assets acquired and goodwill are as follows:
The goodwill of EUR 3,280 arises from a number of factors, such as expected synergies by integrating the acquired company into the Group’s existing business model, the highly skilled workforce and to obtain
econo-mies of scale. The goodwill is not tax deductible.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 1,456. The gross contractual amount for trade receivables due is
EUR 1,466, of which EUR 10 is expected to be uncollect-ible.
(in eUR 1‘000) FaiR valUe
Cash and cash equivalents 1,259
Tangible assets (note 5) 217
Software and other intangible assets (note 6) 68
Customer base, technology, brand (note 6) 6,559
Other financial assets 20
Inventory 4,691
Trade receivables (including allowance) 1,456
Other receivables 922
Accrued income and deferred expenses 84
Trade payables (971)
Other liabilities (1,083)
Accrued expenses and deferred income (564)
Provisions (47)
Bank liabilities (2,524)
Liabilities from finance leasing (44)
Deferred tax, net (1,853)
net assets acquired 8,190
Consideration settled in cash (10,070)
Cash and cash equivalents in subsidiary acquired 1,259
cash outflow on acquisition (8,811)
29.1.2 acquisition 2012 - inplastor Graphische Produkte Gesellschaft m.b.h.
On 23 January 2012 the Group acquired by way of a share purchase agreement all of the shares of Inplastor Gra-phische Produkte Gesellschaft m.b.H. (Inplastor GmbH), an Austrian full-line provider of card-based loyalty and ID security solutions. The rationale for the acquisition was to strengthen the Group’s market leader position in the card-based loyalty and ID security solution market in the DACH-Region (Germany, Austria and Switzerland). The aggregate consideration amounts to EUR 2,700, which consists of EUR 2,200 cash consideration, contingent considerations of EUR 300 payable upon the submission of the audited financial statements as of 31 December 2011 of Inplastor GmbH, and EUR 200 payable one year after the effective date of the acquisition provided all defined conditions have been fulfilled. The contingent considerations of EUR 500 have been paid into an escrow account, and EUR 300 has been released as of 31 December 2012. The Group
does not expect any future payments under the contin-gent consideration arrangement.
Inplastor GmbH was acquired through an intermediate Austrian holding company (exceet Austria GmbH). Trans-action costs of EUR 14 have been recognized in adminis-trative expenses.
Inplastor GmbH contributed revenue of EUR 8,356 and a net loss of EUR 326 to the Group for the period of 23 January 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, Inplastor GmbH would have contributed revenue of EUR 8,615 and a net loss of EUR 414 to the Group for the financial year 2012.
Details of net assets acquired and goodwill are as follows:
(in eUR 1,000) PURchaSe cOnSiDeRatiOn
Purchase consideration paid 2,200
Contingent consideration paid in an escrow account 500
total purchase consideration 2,700
Fair value of net assets acquired –2,277 (2,277)
Goodwill (note 6) 423
The goodwill of EUR 423 arises mainly from the expected syn-ergies by integrating the acquired company into the Group’s existing businesses. The goodwill is not tax deductible.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 172. The gross contractual amount for trade receivables due is
EUR 172; there are no trade receivables expected to be uncollectible.
(in eUR 1,000) FaiR valUe
Cash and cash equivalents 756
Tangible assets (note 5) 489
Software and other intangible assets (note 6) 71
Customer base and technology (note 6) 1,765
Inventory 299
Trade receivables (including allowance) 172
Other receivables 20
Accrued income and deferred expenses 29
Trade payables (291)
Other liabilities (211)
Accrued expenses and deferred income (72)
Provisions (189)
Other long-term liabilities (52)
Deferred tax, net (509)
net assets acquired 2,277
Consideration settled in cash (2,700)
Cash and cash equivalents in subsidiary acquired 756
cash outflow on acquisition (1,944)
098 FinanCial appendix
FinanCial appendix