APRECIACION DE LOS RESULTADOS DEL APPRENDIZAJE EN EL DOMINIO COGNOSCITIVO
2. INSTRUMENTOS QUE PERMITEN JUZGAR EL LOGRO DE LOS OBJETIVOS EN EL DOMINIO COGNOSCITIVO
Acquisitions Flextech Plc
On 19 April 2000, the Group acquired the whole of the issued share capital of Flextech. The results of Flextech from this date to 31 December 2000 have been consolidated within the Group profit and loss account. The acquisition has been accounted for using the acquisition method of accounting.
The fair value of the assets and liabilities of Flextech at the date of acquisition was as follows:
BOOK VALUE FAIR VALUE
AT ACQUISITION ADJUSTMENTS FAIR VALUE
£M £M £M FIXED ASSETS 14.2 70.4 84.6 INVESTMENTS 180.2 (2.2) 178.0 DEBTORS 45.0 – 45.0 PROGRAMMING INVENTORY 48.4 (5.0) 43.4 CASH 6.3 – 6.3 CREDITORS (188.9) (83.7) (272.6)
NET ASSETS ACQUIRED 105.2 (20.5) 84.7
GOODWILL 2,254.3 CONSIDERATION 2,339.0 SATISFIED BY: EQUITY 2,307.6 ACQUISITION COSTS 31.4 2,339.0 £M TOTAL GOODWILL ON ACQUISITION OF FLEXTECH 2,254.3 OF WHICH:
CAPITALISED WITHIN GOODWILL 1,697.3
CAPITALISED WITHIN FIXED ASSET INVESTMENTS 557.0
Following the acquisition, the Group reclassified certain operating leases to finance leases due to the re-evaluation of the useful economic lives of the equipment and residual values at the end of the lease terms. The impact of the reclassification at acquisition was to increase tangible fixed assets by £70.4 million, reduce share of net assets of joint ventures by £2.2 million and increase finance lease creditors by £83.7 million. In the post acquisition period, the impact of the reclassification was to increase EBITDA by £11.0 million, depreciation by £9.0 million and interest charges by £5.0 million.
In addition, programming inventory was written down by £5.0 million to reflect permanent diminutions in value of old programming inventory.
The goodwill arising on acquisition of Flextech is being amortised over its estimated useful life of 20 years. In determining the estimated useful life, the Group reviewed key distribution and advertising agency relationships within the acquired business, and considers that the value of these relationships support an amortisation period of 20 years.
The summarised profit and loss account of Flextech from 1 January 2000, the beginning of its financial year, to the date of acquisition was as follows:
£M
TURNOVER 41.8
OPERATING LOSS (2.9)
PROFIT BEFORE TAX 1.1
TAX (0.9)
MINORITY INTEREST (0.1)
PROFIT AFTER TAX AND MINORITY INTEREST 0.1
For the year ended 31 December 1999 Flextech made a profit after tax and minority interest of £13.0 million. There were no recognised gains or losses other than those included in the profit and loss account.
The acquired business contributed £5.8 million to the Group’s net operating cash flows, had a cash flow of £7.0 million from financing and utilised £7.8 million for capital expenditure.
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UK GAAP
Notes to the Accounts
(FOR THE YEAR ENDED 31 DECEMBER 2000)13 FIXED ASSET INVESTMENTSCONTINUED
Eurobell (Holdings) PLC
On 1 November 2000 the Group completed the acquisition of the entire issued share capital of Eurobell (Holdings) PLC (“Eurobell”) from Deutsche Telekom (“DT”) and agreed to pay initial and deferred consideration to DT, (as discussed below), in the form of 5% Accreting Convertible Notes due 2003. The aggregate principal amount of such Notes, following agreement of the deferred consideration, will be £253.5 million. The terms of the Accreting Convertible Notes are described in note 17 to these financial statements.
Upon completion of the acquisition, the Group issued a £220.0 million Accreting Convertible Note to DT in consideration for: Eurobell’s entire issued share capital, £71.7 million, the assignment of an inter-company loan previously owed by Eurobell to DT, £128.3 million, and a cash payment remitted to Eurobell by DT shortly after the acquisition, £20.0 million. Subsequently, on 15 January 2001 DT remitted a further cash payment, £30.0 million, to Eurobell and the Group issued an additional Accreting Convertible Note to DT for £30.0 million.
In addition under the terms of the acquisition, the Group is obliged to provide deferred consideration, contingent on Eurobell’s turnover for the year ended 31 December 2000 exceeding a certain target. As a result, an additional £3.5 million Accreting Convertible Note will be issued to DT in April 2001. This deferred consideration has been accrued for at 31 December 2000. Following this latest issue, total costs for the acquisition of the equity shares of Eurobell will be £76.5 million, comprising of £75.2 million incurred for the acquisition of the share capital and £1.3 million in acquisition expenses.
The results of Eurobell from 1 November 2000 to 31 December 2000 have been consolidated within the Group profit and loss account. The acquisition has been accounted for using the acquisition method of accounting.
The fair value of the assets and liabilities of Eurobell at the date of acquisition was as follows:
BOOK VALUE FAIR VALUE
AT ACQUISITION ADJUSTMENTS FAIR VALUE
£M £M £M FIXED ASSETS 262.3 (46.3) 216.0 INTANGIBLES 0.5 – 0.5 DEBTORS 16.7 (1.3) 15.4 CASH 1.9 – 1.9 CREDITORS (157.6) (0.6) (158.2)
NET ASSETS ACQUIRED 123.8 (48.2) 75.6
GOODWILL 0.9 CONSIDERATION 76.5 SATISFIED BY: DEBT 75.2 CASH 1.3 76.5
After acquisition Eurobell accounting policies were aligned with those of the Group. The result of the alignment was an increase in the bad debt provision of £1.3 million and an increase in the depreciation provision of £46.3 million following a review of the remaining useful lives of Eurobell’s analogue assets and equipment.
The goodwill arising on acquisition of Eurobell is being amortised over 20 years, which is the average remaining useful life of the network assets acquired with Eurobell.
The summarised profit and loss account of Eurobell from 1 January 2000, the beginning of its financial year, to the date of acquisition was as follows:
£M
TURNOVER 45.9
OPERATING LOSS (30.8)
LOSS BEFORE TAX (45.1)
TAX –
MINORITY INTEREST 0.3
LOSS AFTER TAX AND MINORITY INTEREST (44.8)
For the year ended 31 December 1999 Eurobell made losses after tax and minority interest of £13.9 million. There were no recognised gains or losses other than those included in the profit and loss account.
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GROUP COMPANY GROUP COMPANY
2000 2000 1999 1999
14 STOCKS £M £M £M £M RAW MATERIALS AND CONSUMABLES 1.7 – 0.2 –
EQUIPMENT FOR RE-SALE 36.1 – – –
37.8 – 0.2 –
GROUP COMPANY GROUP COMPANY
2000 2000 1999 1999
15 DEBTORS £M £M £M £M
Due within one year
TRADE DEBTORS 115.5 – 90.3 –
OTHER DEBTORS 69.2 8.2 35.3 4.4
PREPAYMENTS AND ACCRUED INCOME 55.6 – 32.6 –
240.3 8.2 158.2 4.4
Due after more than one year
OTHER DEBTORS 4.3 4.3 – –
AMOUNTS OWED BY SUBSIDIARY UNDERTAKINGS – 3,546.9 – 2,223.6
– 3,551.2 – 2,223.6
244.6 3,559.4 158.2 2,228.0
GROUP COMPANY GROUP COMPANY
2000 2000 1999 1999