4.1 Changes to the group of consolidated companies
Acquisition of consolidated companies in the 2023 financial year
AdUnit AG
TX Group acquired 100.0 per cent of the shares in Zurich-based AdUnit AG for a purchase price of CHF 3.0 million as of 13 January 2023. The Federal Competition Commission approved the transaction without any requirements or conditions on 30 December 2022.
The assets acquired in the amount of CHF 4.4 million mainly consist of deferred tax loss carryforwards in the amount of CHF 1.2 million and intangible assets with finite useful lives in the amount of CHF 2.0 million. The liabilities acquired amount to CHF 1.4 million. AdUnit AG is reported in the Goldbach segment. Costs of CHF 0.1 million were incurred in connection with the transaction.
The revenues of AdUnit AG as recognised since the acquisition date amount to CHF 1.4 million, with net income (loss) recognised since the acquisition date amounting to CHF –1.5 million.
The company was retroactively merged with Goldbach neXT AG as of 1 January 2023.
Clear Channel Schweiz
As of 31 March 2023, TX Group has acquired 100.0 per cent of the shares in Clear Channel Schweiz, which is based in Hünenberg. Clear Channel Schweiz comprises nine companies in total. The Federal Competition Commission approved the transaction without any requirements or conditions on 31 March 2023.
The purchase price for Clear Channel Schweiz is CHF 108.8 million. The assets acquired amount to CHF 213.5 million, while the liabilities amount to CHF 104.7 million. In addition to cash and cash equivalents of CHF 27.1 million, assets also include goodwill in the amount of 21.1 per cent of total assets or totalling CHF 45.1 million. Goodwill is based on the strong market position enjoyed by Clear Channel Schweiz and the options for combinations with existing TX Group advertising offerings. It is assumed that the goodwill is not deductible for tax purposes. Clear Channel Schweiz is reported in the Goldbach segment. Costs of CHF 1.2 million were incurred in connection with the transaction.
The revenues of Clear Channel Schweiz as recognised since the acquisition date total CHF 70.9 million and the net income recognised since the acquisition date is CHF 7.8 million. Had the acquisition taken place with effect from 1 January 2023, the revenues reported for 2023 would have been CHF 17.5 million higher, and reported net income would have been CHF 0.1 million higher. Net income includes depreciation and amortisation for intangible assets, revalued on account of acquisition, with finite useful lives, as well as the reversal of the revenue correction associated with business combinations.
| in CHF mn | Values on initial consolidation |
|
|---|---|---|
| Cash and cash equivalents paid | 108.8 | |
| Purchase price | 108.8 |
| in CHF mn | Values on initial consolidation |
|
|---|---|---|
| Cash and cash equivalents | 27.1 | |
| Trade accounts receivable | 11.6 | |
| Property, plant and equipment | 89.6 | |
| Intangible assets | 83.0 | |
| Other assets | 2.2 | |
| Assets | 213.5 | |
| Current financial liabilities | 24.5 | |
| Trade accounts payable | 9.8 | |
| Deferred revenues and accrued liabilities | 7.0 | |
| Non-current financial liabilities | 52.4 | |
| Employee benefit obligations | 2.8 | |
| Deferred tax liabilities | 5.7 | |
| Other liabilities | 2.6 | |
| Total liabilities | 104.7 | |
| Net assets | 108.8 | |
| Purchase price | 108.8 | |
| Cash and cash equivalents purchased | 27.1 | |
| Cash and cash equivalents paid | (108.8) | |
| Cash reduction | (81.7) | |
| Revenues recognised since acquisition date | 70.9 | |
| Net income / (loss) recognised since acquisition date | 7.8 |
Berner Oberland Medien AG
As of 26 May 2023, TX Group increased the share of its investment in Thun-based Berner Oberland Medien AG from 50.0 per cent to 100.0 per cent. The Federal Competition Commission approved the transaction without any requirements or conditions on 26 May 2023.
Berner Oberland Medien AG was previously shown as an associated company using the equity method and has been fully consolidated since 1 June 2023. The purchase price for the remaining 50.0 per cent share was CHF 3.3 million. The fair value of the previously held equity interest was remeasured to its fair value of CHF 3.3 million at the acquisition date. The difference compared with the previously recorded value of CHF –0.2 million is shown under financial expense.
The assets acquired amount to CHF 14.4 million, while the liabilities amount to CHF 7.9 million. In addition to financial assets of CHF 8.2 million, the assets also include goodwill in the amount of CHF 0.7 million. Goodwill is based on the strong market position in the Bernese Oberland region. It is assumed that the goodwill is not deductible for tax purposes. Berner Oberland Medien AG is reported in the Tamedia segment. Costs of CHF 0.1 million were incurred in connection with the transaction.
The revenues of Berner Oberland Medien AG as recognised since the acquisition date amount to CHF 6.7 million, with net income (loss) recognised since the acquisition date amounting to CHF –0.3 million. Had the acquisition taken place with effect from 1 January 2023, the revenues reported for 2023 would have been CHF 5.4 million higher, while reported net income would have been CHF –0.1 million lower. Net income includes depreciation and amortisation for intangible assets, revalued on account of acquisition, with finite useful lives, as well as the reversal of the revenue correction associated with business combinations.
Accounting policies
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.
Consolidation method
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 / joint ventures.
Capital consolidation
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 exchange rate on the reporting date, while items in the income statement are converted using the average exchange rate.