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(3) Acquisitions

Effective January 7, 2014, 100% of the shares of OpenSky Corp. (since renamed TÜV Rheinland OpenSky Corp.) were acquired within the TÜV Rheinland AG Group. Based in Tolland/ Connecticut (USA), the company is a provider of consulting services in the field of information technology, particularly in IT security and infrastructure. The purchase price was €32,039 thousand and is being paid in four installments – some of which are interest-bearing and some performance-based. The incidental acquisition costs totaled €521 thousand. They were recognized as an expense in the period. The goodwill created on the acquisition date amounted to €26,834 thousand. The consolidated financial statements include revenues by TÜV Rheinland OpenSky Corp. of €24,303 thousand as well as net income in the amount of €929 thousand for the period from January 7, 2014 to December 31, 2014. If the acquisition had been made at the beginning of the reporting period, revenues would have totaled €24,566 thousand and net income would have totaled €810 thousand.

Effective February 1, 2014, the business operations of NIFE, headquartered in Kochi/Kerala (India), were taken over. NIFE provides education and training in more than 75 training centers. Directly following the acquisition, business operations were integrated in the newly established TUV Rheinland NIFE Academy Private Ltd. The purchase price was €3,750 thousand and was paid in cash. The incidental acquisition costs totaled €117 thousand. They were recognized as an expense in the period. The goodwill created on the acquisition date amounted to €3,626 thousand. The consolidated financial statements include revenues by TUV Rheinland NIFE Academy Private Ltd. of €3,651 thousand and net income in the amount of €292 thousand for the period from February 1, 2014 to December 31, 2014. If the acquisition had been made at the beginning of the reporting period, revenues would have totaled €3,807 thousand and net income would have totaled €324 thousand.

Effective March 1, 2014, 100% of the shares in Risktec Solutions Ltd. (including seven fully consolidated subsidiaries, one joint venture accounted for using the equity method, and three subsidiaries not consolidated for reasons of materiality) were acquired within the TÜV Rheinland AG Group. The individual companies can be seen in the list of the Group’s shareholdings under Note (42) . Headquartered in Warrington (Great Britain), the company is a provider of consulting and training services in the field of risk management. The purchase price was €63,307 thousand and is being paid in eight installments – some of which are interest-bearing and some performance-based. The incidental acquisition costs totaled €896 thousand. They were recognized as an expense in the period. The goodwill created on the acquisition date amounted to €44,696 thousand. The consolidated financial statements include revenues by Risktec Solutions Ltd. and its subsidiaries of €32,773 thousand and net income in the amount of €2,885 thousand for the period from March 1, 2014 to December 31, 2014. If the acquisition had been made at the beginning of the reporting period, revenues would have totaled €38,957 thousand and net income would have totaled €3,860 thousand.

Effective April 1, 2014, 100% of the shares of ISTec GmbH (since renamed TÜV Rheinland ISTec GmbH) were acquired within the TÜV Rheinland AG Group. Headquartered in Cologne (Germany), the company is a specialist provider of diagnostics and safety technology for industry and power plants. The purchase price was €2,169 thousand and was paid in cash in two installments. The incidental acquisition costs totaled €86 thousand. They were recognized as an expense in the period. The goodwill created on the acquisition date amounted to €612 thousand. The consolidated financial statements include revenues by TÜV Rheinland ISTec GmbH of €3,367 thousand and net income in the amount of €45 thousand for the period from April 1, 2014 to December 31, 2014. If the acquisition had been made at the beginning of the reporting period, revenues would have totaled €4,496 thousand and net income would have totaled €78 thousand.

The goodwill resulting from the acquisitions particularly contains the value of the acquired workforce as well as expected synergy effects.

At the time of acquisition, the assets and liabilities of the companies acquired in 2014 were as follows:

TÜV Rheinland
OpenSky Corp.
TUV Rheinland
NIFE Academy Private Ltd.
In ´000 € Before acquisition After acquisition Before acquisition After acquisition
Non-current assets 251 7,750 122 122
Cash and cash equivalents 377 377 607 607
Other current assets 3,495 3,495 157 157
  • Thereof trade receivables
3,285 3,285 157 157
Non-current liabilities 1,104 4,066 8 8
Current liabilities 2,362 2,362 753 753
Risktec Solutions Ltd. (incl.
subsidiaries and
joint ventures)
TÜV Rheinland
ISTec GmbH
In ´000 € Before acquisition After acquisition Before acquisition After acquisition
Non-current assets 612 6,432 230 230
Cash and cash equivalents 5,814 5,814 191 191
Other current assets 13,401 13,401 2,349 2,349
  • Thereof trade receivables
10,682 10,682
1,534 1,534
Non-current liabilities 0 0 0 0
Current liabilities 5,683 7,037 1,213 1,213