Annual Report 2006
GfK Group: www.gfk.com
Scope of consolidation and major acquisitions
Fully consolidated companies
As of December 31, 2006, the scope of consolidation in accordance with IFRS included 15 (2005: 16) German and 128 (2005: 127) foreign subsidiaries in addition to the parent company.
The table below shows the changes in fully consolidated subsidiaries between January 1, 2006 and December 31, 2006:
As of January 1, Research Matters AG, Basel, Switzerland was consolidated for the first time following an increase in the shareholding from 33% to 66%. Previously, the company which operates in the HealthCare segment was classified as an associated company.
In January, GfK acquired 80% of the shares in GfK KleimanSygnos S.A. (formerly San Fior S.A.), Buenos Aires, Argentina. The company, whose activities are based in the Custom Research division, is fully consolidated.
A 51% stake in MERC Analistas de Mercados S.A. de C.V., Mexico-City, Mexico, was also acquired in January. The Custom Research company was fully consolidated as of January 1, 2006 for the first time. GfK Holding Mexico, S.A. de C.V., Mexico-City, Mexico, which acts as holding company, was established in December 2005. It was fully consolidated for the first time in the year under review.
Telecontrol Bulgaria-Switzerland AG, Hergiswil, Switzerland, which operates in the Media division, was set up in May 2006 and has since been fully consolidated.
GfK US Automotive Holding GmbH (formerly GfK Dritte Vermögensverwaltung GmbH), Nuremberg, was fully consolidated for the first time on August 31, 2006.
As of the end of December, GfK acquired a majority shareholding in Consumer Touch India Pvt Ltd, Kolkata, India. Like its subsidiaries, Mode Services Pvt Ltd, Mode Modellers Pvt Ltd, Modus Analysis and Information Pvt Ltd and Rocol IRO Pvt Ltd, which are all based in Kolkata, India, the company’s activities focus on Custom Research. All five companies were fully consolidated for the first time as of December 31, 2006.
The total purchase price for the acquisitions mentioned here was EUR 24,301 thousand over the reporting period. This figure comprises EUR 12,232 thousand covered by liquid funds including incidental acquisition costs. The remaining purchase price is not yet due; this relates essentially to obligations regarding future acquisitions and put options of minority interests. These acqui-sitions produced goodwill of EUR 14,357 thousand relating to the Custom Research and HealthCare divisions. Goodwill represents mainly the expertise of the employees of these companies, which cannot be capitalized separately as such.
Previously unreported intangible assets totaling EUR 9,155 thousand, which related primarily to client relationships, were disclosed as part of the acquisition procedures outlined.
The assets and liabilities, which were adopted during the acquisition of these consolidated companies, are shown in the following table.
The cumulative income from these companies for the period during which they belonged to the GfK Group totaled EUR 2,503 thousand. In 2006, the companies made a contribution to consolidated total sales amounting to EUR 15,714 thousand.
With retroactive effect as of January 1, 2006, GPI Kommunikationsforschung Gesellschaft für Pharma-Informationssysteme mbH, Nuremberg, was merged with GfK AG, Nuremberg. Also with effect as of January 1, 2006, GfK PRISMA Institut für Handels-, Stadt und Regionalforschung GmbH & Co. KG, Hamburg, was merged with GfK GeoMarketing GmbH (formerly GfK MACON GmbH), Waghäusel.
As of January 1, 2006, Roper Starch Worldwide, LLC, Harrison, New York, USA, and Strateji GfK Research Services A.S., Istanbul, Turkey were deconsolidated. Both companies are being liquidated and are now of minor importance to the consolidated financial statements of the GfK Group.
INDICORP PARTICIPÇÕES S.A., São Paulo, Brazil, was merged with GfK Indicator Ltda., São Paulo, Brazil, with effect as of April 1, 2006.
GfK Media Research Services GmbH, Vienna, Austria and MMO Media-Market-Observer GmbH & Co KG, Vienna, Austria, were merged with Fessel-GfK Institut für Marktforschung Ges.m.b.H., Vienna, Austria, with effect as of July 31, 2006.
As of August 31, 2006, the following mergers were carried out:
NOP Automotive, Inc., Farmington Hills, Michigan, USA, was merged with GfK Automotive, LLC, Southfield, Michigan, USA. ASW Investments, Inc., Wilmington, Delaware, USA, and ASW Delaware LLC, Wilmington, Delaware, USA, were merged with Mediamark Research Inc., New York, USA.
Caribou Lake Software, LLC, Minneapolis, USA, was merged with GfK Custom Research Inc., Minneapolis, USA, as of September 30, 2006.
Companies of minor importance
The GfK Group did not include 57 (2005: 56) companies in the consolidated financial statements during the reporting year because they were of minor significance for the net assets, financial position and income of the Group.
External sales, total assets and annual income from these companies together totaled less than 2% of the corresponding figures in the consolidated financial statements.
Associated companies
The consolidated financial statements as of December 31, 2006 report on participations in 17 (2005: 22) associated companies.
The following table shows the changes in associated companies between January 1, 2006 and December 31, 2006.
V.O.F. Projectbureau Politiemonitor, Hilversum, Netherlands, and Unified Fieldwork Organisation UFO V.O.F. and UFO Veld B.V., both based in Amsterdam, Netherlands, were liquidated.
Following the additional acquisition of 33% of the shares in Research Matters AG, Basel, Switzerland, to total 66%, the company was fully consolidated as an affiliated company in the year under review.
GfK-Media Research Middle East SA, Hergiswil, Switzerland, was reclassified as non-consolidated affiliated company following a rise in the participation quota from 49% to 67% resulting from the acquisition of additional shares.
Other participations
The number of other participations fell by comparison with the prior year from seven to six, since Europese Groepering voor Opinieonderzoek EEIG, Brussels, Belgium, was liquidated.
GfK Annual Report 2006