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CONSOLIDATED FINANCIALSTATEMENTS<br />

BarryCallebaut<br />

Annual Report2010/11<br />

Had the Turín Business been part of the Group since September 1, 2010, it would have<br />

contributed revenue of CHF 28.9 million and net profitfor the year of CHF 1.0million to the<br />

Consolidated Income Statement.<br />

Finalization of acquisition accounting forChocovic Group acquired in 2009/10<br />

The initial accounting for the acquisition of Chocovic Group in fiscal year 2009/10 has been<br />

completed in the period under review.The finalization of purchase accounting of the defined<br />

benefit obligation upon receipt of the actuarial valuation did not lead to any adjustment.<br />

Acquisitions in 2009/10<br />

On December 23, 2009, the Group obtained control of Chocovic Group,aSpanish chocolate<br />

manufacturing group,byacquiring 100% of the shares and voting interests of Trade &Trade,<br />

S.A, Chocovic Group’s ultimate parent. As aresult of the acquisition, the Group is expected<br />

to further expand its core business with industrial and artisanal customers as well as its<br />

geographic presence,mainly in Southern Europe.<br />

The following summarizes the major classes of consideration transferred:<br />

in thousands of CHF 2009/10<br />

Consideration<br />

Cash paid 23,374<br />

Consideration offset with receivables from seller 16,870<br />

Consideration deferred 15,835<br />

Total consideration transferred 56,079<br />

The deferred payments are contractually due at the first and fifth anniversary of the closing<br />

date. Most of the deferred payment is due short term. The consideration due on the fifth<br />

anniversary of the closing shall be offset with indemnification claims by the Group.Nopreexisting<br />

relationships were settled in this transaction. The agreements with the seller do not<br />

contain arrangements for contingent considerations.<br />

The Group expensed acquisition-related costs, such as fees for due diligence work and<br />

lawyers,ofCHF 1.1million over the course of the project immediately in the Consolidated<br />

Income Statement (included in “General and administration expenses”), of which CHF 0.7<br />

million was recognized in the prior fiscal year.<br />

in thousands of CHF 2009/10<br />

Recognized amounts of identifiable assets acquired and liabilities assumed<br />

Cash and cash equivalents 2,218<br />

Trade receivables and other assets 42,031<br />

Inventories 8,684<br />

Property,plantand equipment 6,786<br />

Intangible assets 6,291<br />

Deferred income tax assets 290<br />

Bank overdrafts (7,625)<br />

Trade payables and other currentliabilities (20,247)<br />

Deferred income tax liabilities (1,012)<br />

Other non-currentliabilities (6,166)<br />

Total identifiable net assets 31,250<br />

Goodwill 24,829<br />

Total consideration at fair value 56,079<br />

85

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