(in EUR 1,000) 2014 2013
FINANCE LEASE OBLIGATIONS AS OF 31 DECEMBER
< 1 year 2,104 2,352
> 1 – 5 years 2,626 3,986
More than 5 years 1 0
Total 4,731 6,338
Future finance charges on finance lease (209) (321)
Present value of finance lease liabilities 4,522 6,017
(in EUR 1,000) 2014 2013
OPERATING LEASE OBLIGATIONS (RENTAL) AS OF 31 DECEMBER
< 1 year 2,495 2,131
> 1 – 5 years 5,304 5,337
More than 5 years 439 1,008
Total 8,238 8,476
(in EUR 1,000) 2014 2013
< 1 year 1,994 2,175
> 1 – 5 years 2,528 3,842
More than 5 years 0 0
Present value of future lease liabilities 4,522 6,017
The present value of finance lease liabilities is as follows:
EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS 094 EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS
The Company has the following pledged assets:
Bank borrowings are secured by land and buildings, receivables, machines and equipment
(see note 14 “Borrowings”).
28. PLEDGED ASSETS
(in EUR 1,000) 2014 2013
Land and building 14,241 14,478
Pledged accounts receivables 8,924 9,487
Pledged other receivables 424 234
Pledged machinery and equipment 4,410 3,469
Pledged inventories 4,832 4,435
Pledged cash 52 190
Total pledged assets 32,883 32,293
095
27.1 RENTAL AND LEASE CONTRACTS
Description of rental and lease contracts
In the financial year 2014, the rental and leasing ex-penses amounted to EUR 3,260 (2013: EUR 3,222).
27.2 CONTINGENT LIABILITIES
It is not anticipated that any material liabilities will arise from the contingent liabilities other than those already provided for (see note 20 “Provisions for other liabilities and charges”).
27. OTHER FINANCIAL
OBLIGATIONS/COMMITMENTS AND CONTINGENCIES
(in EUR 1,000) 2014 2013
FINANCE LEASE OBLIGATIONS AS OF 31 DECEMBER
< 1 year 2,104 2,352
> 1 – 5 years 2,626 3,986
More than 5 years 1 0
Total 4,731 6,338
Future finance charges on finance lease (209) (321)
Present value of finance lease liabilities 4,522 6,017
(in EUR 1,000) 2014 2013
OPERATING LEASE OBLIGATIONS (RENTAL) AS OF 31 DECEMBER
< 1 year 2,495 2,131
> 1 – 5 years 5,304 5,337
More than 5 years 439 1,008
Total 8,238 8,476
(in EUR 1,000) 2014 2013
< 1 year 1,994 2,175
> 1 – 5 years 2,528 3,842
More than 5 years 0 0
Present value of future lease liabilities 4,522 6,017
The present value of finance lease liabilities is as follows:
The Company has the following pledged assets:
Bank borrowings are secured by land and buildings, receivables, machines and equipment
(see note 14 “Borrowings”).
28. PLEDGED ASSETS
(in EUR 1,000) 2014 2013
Land and building 14,241 14,478
Pledged accounts receivables 8,924 9,487
Pledged other receivables 424 234
Pledged machinery and equipment 4,410 3,469
Pledged inventories 4,832 4,435
Pledged cash 52 190
Total pledged assets 32,883 32,293
094 EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS
29. BUSINESS COMBINATIONS
29.1 ACQUISITION OF SUBSIDIARIES
exceet Medtec Romania
(former: Valtronic Technologies Romania S.R.L.) On 31 May 2014 the Group acquired 95% of the shares of Valtronic Technologies Romania S.R.L. (renamed to exceet Medtec Romania S.R.L.) located in Bucharest, Romania. On 30 June 2014 the remaining 5% of shares were acquired.
Lucom GmbH Elektrokomponenten & Systeme On 5 December 2014 the Group acquired all shares of Lucom GmbH Elektrokomponenten & Systeme, located in Zirndorf, Germany.
The following table shows the cash flows of the acquisitions made in 2014 and 2013, and the transaction costs which were directly recognized in the income statement:
The cash outflow of EUR 600 in 2013 on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) is related to the acquisition occurred in 2010, with splitted payments up to 2013.
The transaction costs are included in the administrative expenses.
(in EUR 1,000) 2014 2013 Date of consolidation
CASH FLOW ON ACQUISITION OF INVESTMENTS
Cash outflow on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) (600) 31 December 2010 Cash outflow on acquisition of exceet Medtec Romania S.R.L. (former: Valtronic Technologies Romania S.R.L.) (52) 31 May 2014
Cash outflow on acquisition of Lucom GmbH (3,260) 5 December 2014
Total (3,312) (600)
TRANSACTION COSTS DIRECTLY RECOGNIZED IN THE INCOME STATEMENT
exceet Medtec Romania S.R.L. (former: Valtronic Technologies Romania S.R.L.) (32)
Lucom GmbH Elektrokomponenten und Systeme (90)
Total (122) 0
EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS 096 EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS
29.1.1 Acquisition 2014 – exceet Medtec Romania S.R.L.
(former Valtronic Technologies Romania S.R.L.)
On 31 May 2014 the Group acquired by way of a share pur-chase agreement 95% of the shares of Valtronic Technolo-gies Romania S.R.L. (renamed to exceet Medtec Romania S.R.L.), a Romanian development company. The remaining 5% of the shares held by a third party have been acquired on 30 June 2014, also by way of a share purchase agree-ment. As this second step of the acquisition of the remain-ing 5% interest was based on the same valuation as the first step, the whole acquisition is reported as one transaction.
With this acquisition exceet intends to strengthen its tech-nical development resources for the ECMS segment. The aggregate cash consideration amounts to EUR 307. There
(in EUR 1,000)
PURCHASE CONSIDERATION
Purchase consideration paid (307)
Total purchase consideration (307)
Fair value of net assets acquired 369
Negative Goodwill (note 23) 62
are no contingent consideration agreements to be consid-ered. exceet Medtec Romania S.R.L. has been acquired by exceet Group AG. Transaction costs of EUR 32 have been recognized in administrative expenses.
exceet Medtec Romania S.R.L. employs 13 people and contributed revenue of EUR 175 and a net profit of EUR 6 to the Group for the period of 31 May 2014 to 31 December 2014. If the acquisition had occurred on 1 January 2014, exceet Medtec Romania S.R.L. would have contributed EUR 507 revenue and a net profit of EUR 94 to the Group for the full year of 2014.
The negative goodwill in the amount of EUR 62 has been recognized in other income.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 57. The gross con-tractual amount of trade receivables due is EUR 57; there are no trade receivables expected to be uncollectible.
The carrying amount of the net assets acquired equals their fair value.
(in EUR 1,000) FAIR VALUE
Cash and cash equivalents 255
Tangible assets (note 5) 1
Software and other intangible assets (note 6) 7
Prepayments to suppliers 4
Trade receivables (including allowance) 57
Other receivables 51
Trade payables (1)
Other liabilities (5)
Net assets acquired 369
(in EUR 1,000)
Consideration settled in cash (307)
Cash and cash equivalents in subsidiary acquired 255
Cash outflow on acquisition (52)
097
29. BUSINESS COMBINATIONS
29.1 ACQUISITION OF SUBSIDIARIES
exceet Medtec Romania
(former: Valtronic Technologies Romania S.R.L.) On 31 May 2014 the Group acquired 95% of the shares of Valtronic Technologies Romania S.R.L. (renamed to exceet Medtec Romania S.R.L.) located in Bucharest, Romania. On 30 June 2014 the remaining 5% of shares were acquired.
Lucom GmbH Elektrokomponenten & Systeme On 5 December 2014 the Group acquired all shares of Lucom GmbH Elektrokomponenten & Systeme, located in Zirndorf, Germany.
The following table shows the cash flows of the acquisitions made in 2014 and 2013, and the transaction costs which were directly recognized in the income statement:
The cash outflow of EUR 600 in 2013 on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) is related to the acquisition occurred in 2010, with splitted payments up to 2013.
The transaction costs are included in the administrative expenses.
(in EUR 1,000) 2014 2013 Date of consolidation
CASH FLOW ON ACQUISITION OF INVESTMENTS
Cash outflow on acquisition of The Art of Packaging s.r.o. (now: exceet CZ s.r.o.) (600) 31 December 2010 Cash outflow on acquisition of exceet Medtec Romania S.R.L. (former: Valtronic Technologies Romania S.R.L.) (52) 31 May 2014
Cash outflow on acquisition of Lucom GmbH (3,260) 5 December 2014
Total (3,312) (600)
TRANSACTION COSTS DIRECTLY RECOGNIZED IN THE INCOME STATEMENT
exceet Medtec Romania S.R.L. (former: Valtronic Technologies Romania S.R.L.) (32)
Lucom GmbH Elektrokomponenten und Systeme (90)
Total (122) 0
29.1.1 Acquisition 2014 – exceet Medtec Romania S.R.L.
(former Valtronic Technologies Romania S.R.L.)
On 31 May 2014 the Group acquired by way of a share pur-chase agreement 95% of the shares of Valtronic Technolo-gies Romania S.R.L. (renamed to exceet Medtec Romania S.R.L.), a Romanian development company. The remaining 5% of the shares held by a third party have been acquired on 30 June 2014, also by way of a share purchase agree-ment. As this second step of the acquisition of the remain-ing 5% interest was based on the same valuation as the first step, the whole acquisition is reported as one transaction.
With this acquisition exceet intends to strengthen its tech-nical development resources for the ECMS segment. The aggregate cash consideration amounts to EUR 307. There
(in EUR 1,000)
PURCHASE CONSIDERATION
Purchase consideration paid (307)
Total purchase consideration (307)
Fair value of net assets acquired 369
Negative Goodwill (note 23) 62
are no contingent consideration agreements to be consid-ered. exceet Medtec Romania S.R.L. has been acquired by exceet Group AG. Transaction costs of EUR 32 have been recognized in administrative expenses.
exceet Medtec Romania S.R.L. employs 13 people and contributed revenue of EUR 175 and a net profit of EUR 6 to the Group for the period of 31 May 2014 to 31 December 2014. If the acquisition had occurred on 1 January 2014, exceet Medtec Romania S.R.L. would have contributed EUR 507 revenue and a net profit of EUR 94 to the Group for the full year of 2014.
The negative goodwill in the amount of EUR 62 has been recognized in other income.
The assets and liabilities arising from the acquisition are as follows:
The fair value of trade receivables is EUR 57. The gross con-tractual amount of trade receivables due is EUR 57; there are no trade receivables expected to be uncollectible.
The carrying amount of the net assets acquired equals their fair value.
(in EUR 1,000) FAIR VALUE
Cash and cash equivalents 255
Tangible assets (note 5) 1
Software and other intangible assets (note 6) 7
Prepayments to suppliers 4
Trade receivables (including allowance) 57
Other receivables 51
Trade payables (1)
Other liabilities (5)
Net assets acquired 369
(in EUR 1,000)
Consideration settled in cash (307)
Cash and cash equivalents in subsidiary acquired 255
Cash outflow on acquisition (52)
096 EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS
29.1.2 Acquisition 2014 – Lucom GmbH Elektrokomponenten & Systeme
On 5 December 2014 the Group acquired by way of a share purchase agreement 100% of the shares of Lucom GmbH Elektrokomponenten & Systeme, a leading provider of industrial routers based in Zirndorf, Germany. With this acquisition exceet intends to add secure products for remote service, automation and communications technol-ogy to the Machine-to-Machine (M2M) portfolio of the ESS segment. The aggregate consideration amounts to EUR 4,453 which consists of EUR 3,460 cash consideration and contingent consideration in the amount of EUR 993 (undiscounted amount: EUR 1,000). The contingent consid-eration arrangement requires the Group to pay, over the next two years (2016 – 2017) up to EUR 1,000 depending
on defined results. The management expects these earn-out payments to be made in full. Lucom GmbH Elektrokom-ponenten & Systeme has been acquired by exceet Secure Solutions AG. Transaction costs of EUR 90 have been recognized in administrative expenses.
Lucom GmbH employs 18 people and contributed revenue of EUR 342 and a net profit of EUR 53 to the Group for the period of 5 December 2014 to 31 December 2014. If the acquisition had occurred on 1 January 2014, Lucom GmbH would have contributed EUR 4,306 revenue and a net profit of EUR 418 to the Group for the full year of 2014.
Details of net assets acquired and goodwill are as follows:
(in EUR 1,000)
PURCHASE CONSIDERATION
Purchase consideration paid 3,460
Contingent consideration 993
Total purchase consideration 4,453
Fair value of net assets acquired –2,277 (2,134)
Goodwill (note 6) 2,319
The goodwill of EUR 2,319 arises from expected business opportunities due to the broad customer base within the M2M-market of the ESS segment. The goodwill is not tax deductible.
The assets and liabilities arising from the acquisition are as follows:
(in EUR 1,000) FAIR VALUE
Cash and cash equivalents 200
Tangible assets (note 5) 37
Customer base and technology (note 6) 2,719
Prepayments to suppliers 4
Inventory 127
Trade receivables (including allowance) 282
Other receivables 54
Accrued income and deferred expenses 3
Trade payables (50)
Other liabilities (211)
Accrued expenses and deferred income (75)
Provisions (113)
Deferred tax, net (843)
Net assets acquired 2,134
(in EUR 1,000)
Consideration settled in cash (3,460)
Cash and cash equivalents in subsidiary acquired 200
Cash outflow on acquisition (3,260)
The fair value of trade receivables is EUR 282. The gross contractual amount of trade receivables due is EUR 290, of which EUR 8 is expected to be uncollectible.
The carrying amount of the net assets acquired equals their fair value.
EXCEET GROUP CONSOLIDATED FINANCIAL STATEMENTS 098