4.1 Changes to the group of consolidated companies
Changes to the group of consolidated companies 2022
20 Minuten Advertising AG merged with Goldbach Publishing AG with retroactive effect from 1 January 2022. The companies from the Goldbach Ost Group that were no longer operational were also disposed of. The company TX Services, Unipessoal Lda in Portugal was also founded as a wholly owned subsidiary of TX Group AG during the reporting year. The above transactions are not material for the purposes of financial reporting by TX Group.
In the 2022 financial year, there were no material acquisitions or disposals of consolidated companies.
In the 2021 reporting year, material changes have accured that must also be disclosed in this annual report in accordance with the requirements of IAS 1 “Presentation of Financial Statements”.
Acquisition of consolidated companies and activities 2021
Acheter-Louer.ch & Publimmo Sàrl
As of 7 July 2021, TX Markets AG acquired 100 per cent of the shares in Acheter-Louer.ch & Publimmo Sàrl, thereby extending its portfolio on the property market. The purchase price amounts to CHF 10.4 million. CHF 9.4 million of this was paid in cash, with CHF 1.0 million recognised as a variable purchase price due. The variable part of the purchase price due is dependent on revenues in 2022 and a successful transition in terms of day-to-day operations (qualitative component) and is only due in the first half of 2023. In addition to cash and cash equivalents of CHF 2.3 million, the assets comprise goodwill and non-amortisable intangible assets of CHF 3.1 million. Goodwill to the value of CHF 1.3 million is mainly based on Acheter-Louer’s strong market position in western Switzerland. It is assumed that the goodwill is not deductible for tax purposes. The assets also comprise receivables with a fair value of CHF 0.1 million (no material receivables were impaired). Costs of CHF 0.1 million were incurred in connection with the transaction.
As a result of TX Markets AG being integrated into the joint venture with Ringier and Die Mobiliar as of 11 November 2021, Acheter-Louer.ch & Publimmo Sàrl has left the group of consolidated companies once more. The revenues of Acheter-Louer.ch & Publimmo Sàrl recognised between the acquisition date and disposal date total CHF 1.0 million and the net income recognised between the acquisition date and disposal date is CHF -0.04 million. Recognition was in the TX Markets segment. Had the acquisition taken place with effect from 1 January 2021, the revenues reported for 2021 would have been CHF 1.4 million higher, while reported net income would have been CHF 0.1 million lower.
Disposal of consolidated companies and activities 2021
As a result of the 100 per cent stake in TX Markets AG (without the investment in JobCloud AG) being integrated into the new SMG Swiss Marketplace Group AG joint venture with Ringier and Die Mobiliar, TX Markets and its investments left the group of consolidated companies as of the closing in November 2021. The companies leaving involve a 50 per cent stake in CAR FOR YOU AG and 100 per cent stakes in Immostreet.ch S.A., Ricardo AG, ricardo France Sarl., TX Markets GmbH, which was newly founded in 2021, and Acheter-Louer.ch & Publimmo Sàrl, which was acquired in July 2021.
Following the deconsolidation of TX Markets, assets of CHF 482.4 million (of which CHF 12.4 million were cash and cash equivalents), liabilities of CHF 158.0 million and non-controlling interests in equity of CHF –4.2 million were transferred. The market value of TX Group shares in the joint company is CHF 1,107 million (41 per cent). The difference between the market value and the transferred equity of CHF 778.5 million was reflected in the income statement through the financial result. The subsequent sale of 10 per cent of the shares to General Atlantic SC B.V. at the market value of CHF 270.0 million (of which CHF 135.0 million was in cash and 135.0 million in the form of a loan) had no impact on the income statement. Following the sale to General Atlantic SC B.V., TX Group holds 31 per cent in the joint venture, which was recognised at CHF 837.0 million. CHF 0.9 million costs were incurred in relation to the transaction.
Additional changes to the group of consolidated companies 2021
In February 2021, TX Group purchased 100 per cent of the shares in Helvetics Engineering d.o.o. in Belgrade, with the company merging with TX Services d.o.o. in October 2021. The reporting year also saw the liquidation of Meekan Solutions Ltd, Israel, the merger of Zattoo Europa AG with Zattoo AG (previously Zattoo International AG), the merger of Adextra AG with Goldbach Group AG, the sale of 1.5 per cent non-controlling interests in Doodle AG to the Management and the purchase of assets of Immowelt AG by TX Markets AG. Further shares in Zattoo AG were acquired in two stages, taking the overall TX Group AG share from 50.0 per cent to 58.9 per cent. The above transactions are not material for the purposes of financial reporting by TX Group.
Group of consolidated companies
All companies over which TX Group AG exercises control either directly or indirectly are included in the consolidated financial statements. Companies acquired during the reporting year are included in the consolidated financial statements as of the date on which control was assumed, and companies sold are excluded from the consolidated financial statements as of the date on which control was surrendered.
The consolidated financial statements comprise the financial statements of the parent company and the companies it controls. The company gains control if it:
can exercise power of disposal over the associated companies,
is exposed to fluctuations in returns as a result of its association, and
is able to influence returns on the basis of its power of disposal.
The assets, liabilities, revenues and expenses of the companies included in the group of consolidated companies are accounted for in their entirety using the full consolidation method. The non-controlling interests in equity and net income / (loss) are disclosed separately in the balance sheet and the income statement.
Joint ventures in which TX Group AG directly or indirectly holds 50 per cent of the voting rights or over whose financial and operational decisions it exercises control based on agreements entered into with partners, thereby owning rights to the net assets of the joint venture, are accounted for using the equity method.
Investments in companies in which TX Group AG directly or indirectly holds less than 50 per cent of the voting rights (associates) and over whose financial or operational decisions it does not exercise any control but over which it has significant influence are also accounted for using the equity method.
The recognition of joint ventures and associates in the consolidated financial statements is explained under investments in associates and joint ventures.
The share of equity of consolidated companies is accounted for using the acquisition method. There is the option with regard to any business combination of measuring the non-controlling interests at fair value or according to the proportion of assets acquired. In the case of business combinations that are achieved in stages, the fair value of the previously held equity interest is remeasured to fair value at the acquisition date. Any gains or losses and any costs incurred in relation to the acquisition are directly recognised in the income statement.
Treatment of intercompany profits
Profits on intragroup sales not yet realised through sales to third parties as well as gains from the intragroup transfer of property, plant and equipment and investments in subsidiaries are eliminated in the consolidation.
Foreign currency translation
The consolidated financial statements of TX Group are presented in CHF. Monetary items in foreign currency in the individual financial statements are translated at the exchange rate applicable on the balance sheet date. Foreign currency transactions executed during the financial year are recognised at the average monthly exchange rate. The resulting exchange rate differences are recognised directly in the income statement. Assets and liabilities of subsidiaries whose functional currency is not the CHF are converted in the consolidated financial statements using the price on the reporting date, while items in the income statement are converted using the average price.