Arbonia - Annual Report 2024

41.Acquisitions

The following fair value of assets and liabilities had arisen from acquisitions as mentioned under note 3:

Acquisitions 2024

Dimoldura Group

in 1 000 CHF	Fair Value
Assets
Cash and cash equivalents	3 422
Accounts receivable	17 750
Other current assets	679
Inventories	22 559
Current income tax receivables	116
Property, plant and equipment	10 821
Right-of-use assets	9 178
Intangible assets	54 806
Deferred income tax assets	172
Financial assets	215
Total assets	119 719

Liabilities
Accounts payable	18 744
Other liabilities	4 301
Financial debts	18 491
Lease liabilities	9 176
Current income tax liabilities	2 879
Provisions	104
Deferred income tax liabilities	13 969
Employee benefit obligations	547
Total liabilities	68 210

Net assets acquired	51 508
Goodwill	38 847
Purchase consideration	90 355

Net cash outflow was as follows:
Purchase price	90 355
Cash and cash equivalents acquired	– 3 422
Net cash outflow on acquisition	86 933

As of 16 May 2024, Arbonia acquired 100% of Dimoldura Group, ES-Toledo. Dimoldura is the market leader in the area of wooden interior doors in Spain and is also active with a strong market presence in Portugal and France. The markets of Dimoldura therefore complement the existing sales markets of the Doors Division. The Doors Division is additionally expanding its presence in the contractor services business and DIY business. The purchase price in cash amounted to CHF 90.4 million. From the date of acquisition, Dimoldura Group contributed CHF 70.3 million in net revenues and CHF 0.8 million in profit to the Group. Had the acquisition taken place on 1 January 2024, net revenues for the reporting period would have been CHF 112.0 million and profit, including amortisation charges on intangible assets from acquisitions, would have been CHF 2.5 million. The gross carrying amount of accounts receivables amounted to CHF 18.0 million, of which CHF 0.3 million were considered uncollectable. The acquisition-related costs amounted to CHF 1.2 million and are included in operating expenses in 2024. The goodwill from this acquisition was due to the fact that certain intangible assets did not meet the criteria of IFRS 3 «business combinations» for the recognition as intangible assets at the date of acquisition. Goodwill contains the expected synergy potential within the Doors Division. With the acquisition of Dimoldura Group, Arbonia is expanding its geographical presence and gaining access to southern Europe, a market in which the Doors Division was hardly active and present before the transaction. In addition to new markets and greater geographical coverage, Arbonia is also expanding its product portfolio, which it can offer to existing and new customers. The goodwill also includes the know-how of the workforce.

Lignis s.r.o.

in 1 000 CHF	Fair Value
Assets
Cash and cash equivalents	989
Accounts receivable	4 436
Other current assets	176
Inventories	1 405
Deferred expenses	33
Property, plant and equipment	5 603
Right-of-use assets	277
Intangible assets	8 353
Total assets	21 273

Liabilities
Accounts payable	607
Other liabilities	272
Financial debts	1 070
Lease liabilities	277
Accruals and deferred income	462
Current income tax liabilities	112
Provisions	39
Deferred income tax liabilities	2 147
Total liabilities	4 986

Net assets acquired	16 286
Goodwill	4 368
Purchase consideration	20 654

Cost of acquisition
Purchase price in cash	19 647
Purchase price in equity instruments	1 008
Total cost of acquisition	20 654

Net cash outflow was as follows:
Purchase price	19 647
Cash and cash equivalents acquired	– 989
Net cash outflow on acquisition	18 657

As of 1 July 2024, Arbonia acquired 100% of Lignis s.r.o., CZ-Koryčany. Lignis is a specialist for functional doors and serves the contractor services business incl. assembly. Lignis is the only door manufacturer in Czechia that can provide the entire product portfolio from standard doors to functional doors made of wood and metal. This acquisition will make Arbonia the second-largest provider in Czechia and Slovakia. The purchase price amounted to CHF 20.7 million, of which CHF 19.7 million was paid in cash and CHF 1.0 million in Arbonia shares. From the date of acquisition, Lignis contributed CHF 6.6 million in net revenues and CHF 0.2 million in profit to the Group. Had the acquisition taken place on 1 January 2024, net revenues for the reporting period would have been CHF 13.0 million and profit, including amortisation charges on intangible assets from acquisitions, would have been CHF 0.3 million. The gross carrying amount of accounts receivables amounted to CHF 4.5 million, of which CHF 0.1 million were considered uncollectable. The acquisition-related costs amounted to CHF 0.3 million and are included in operating expenses in 2024. The goodwill from this acquisition was due to the fact that certain intangible assets did not meet the criteria of IFRS 3 «business combinations» for the recognition as intangible assets at the date of acquisition. Goodwill mainly contains the expected synergy potential within the Doors Division. The goodwill also includes the know-how of the workforce.

In 2024, deferred purchase price payments for Joro, CICSA and Interwand of CHF 1.8 million were due and paid.

Acquisitions 2023

Interwand GmbH

in 1 000 CHF	Fair Value
Assets
Cash and cash equivalents	1 249
Accounts receivable	738
Other current assets	193
Inventories	1 954
Deferred expenses	31
Current income tax receivables	196
Property, plant and equipment	3 581
Intangible assets	8
Total assets	7 950

Liabilities
Accounts payable	195
Contract liabilites	1 107
Other liabilities	96
Lease liabilities	166
Accruals and deferred income	369
Provisions	77
Deferred income tax liabilities	602
Total liabilities	2 612

Net assets acquired	5 338

Cost of acquisition
Purchase price	4 262
Deferred purchase price	1 076
Total cost of acquisition	5 338
Net cash outflow was as follows:
Purchase price	4 262
Cash and cash equivalents acquired	– 1 249
Net cash outflow on acquisition	3 014

As of 24 October 2023, Arbonia had acquired 100% of Interwand GmbH, DE-Dörzbach. The company is specialised in the manufacture and installation of office partition walls and industrial walls. The purchase price amounted to CHF 5.3 million which a deferred purchase price payment of CHF 1.1 million was included. From the date of acquisition, Interwand contributed CHF 1.8 million in net revenues for 2023 and CHF 0.3 million in profit for 2023 to the Group. Had the acquisition taken place on 1 January 2023, net revenues would have been CHF 9.2 million and profit would have been CHF 0.3 million. The gross carrying amount of accounts receivable amounted to CHF 0.8 million, of which CHF 0.1 million were considered uncollectable. The acquisition-related costs amounted to CHF 0.2 million and are included in other operating expenses in 2023.

In 2023, deferred purchase price payments for Joro and CICSA of CHF 1.4 million were due and paid.