3. MARCO TEÓRICO
3.2. MARCO LEGISLATIVO
3.2.1. LEGISLACIÓN PERUANA
3.2.1.1. Legislación del siglo
(a) A short-term indebtedness of US$491.7 million was incurred to PPF to complete the TV Nova Initial Acquisition on May 2, 2005. The unaudited condensed pro forma consolidated income statement used the rates of interest that apply to the Euro 370 million (US$479.5 million) of fixed and floating rate notes issued on May 5, 2005 rather than the interest rate on the indebtedness to PPF due to the short-term and non-recurring nature of this indebtedness. The notes were used to repay the indebtedness to PPF and to pay other costs associated with the TV Nova Initial Acquisition.
Interest adjustments of US$13.4 million reflect:
• Interest charge of Euro 9.9 million (US$12.9 million) on the notes for the period from January 1, 2005 to May 4,
2005, as the audited CME consolidated income statement for the year ended December 31, 2005 already includes the interest charge on the notes from May 5, 2005 to December 31, 2005. The Euro fixed rate notes of Euro 245 million are due for repayment in 2012 and bear interest at an annual rate of 8.25%. The Euro floating rate notes of Euro 125 million are due for repayment in 2012 and bear interest at an interest rate of 180 day EURIBOR (which was 2.17% at May 5, 2005) plus 5.5%.
• Non-cash amortization of Euro 0.4 million (US$0.5 million) for debt issuance costs for the period from January 1,
2005 to May 4, 2005, as the audited CME consolidated income statement for the year ended December 31, 2005 already includes the non-cash amortization for debt issuance costs from May 5, 2005 to December 31, 2005. The debt issuance costs on the Euro fixed and floating rate notes of Euro 8.8 million (US$11.5 million) are amortized over 7 years (84 months).
(b) The amortization charge of US$5.7 million relates to the amortization charge on our share of the fair value uplift of the intangible assets subject to amortization recognized on the acquisition of the TV Nova Group for the five months period to May 31, 2005. This amortization charge also adjusts for the minority interest impact from May 2, 2005 to May 31, 2005 to reflect the Additional Interest Acquisition.
Following the Additional Interest Acquisition on May 27, 2005 and May 31, 2005, the audited CME consolidated income statement for the year ended December 31, 2005 reflects this amortization charge (at our effective interest of 96.5% in the intangible assets of CET 21 and our 100% interest in Mag Media 99, a 100% subsidiary of CP 2000) from May 31, 2005 to December 31, 2005.
The fair value of the intangible assets subject to amortization of the TV Nova Group are listed below:
• CET 21 broadcasting license: CZK 4,099 million (US$183.3 million).
• Mag Media 99 customer relationships: CZK 285 million (US$12.7 million).
• Film libraries: CZK 829 million (US$37.1 million).
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Based on the above fair values, we computed our share of the fair value uplift as follows (utilizing our effective interest of 96.5% in the intangible assets of CET 21 and our 100% interest in Mag Media 99, 100% subsidiary entity of CP 2000):
• CET 21 broadcasting license: CZK 3,553 million (US$158.9 million).
• Mag Media 99 customer relationships: CZK 223 million (US$10.0 million).
• Film libraries: CZK 26 million (US$1.2 million).
Based on the costs and risks involved in renewal of the license, the license is considered to have a finite life of twelve years. We have therefore amortized the value of the license over its useful life which ends on the expiry date of January 2017. Customer relationships are amortized over an estimated useful life of 12.2 years. Film libraries are amortized over an estimated weighted average useful life of 5.7 years.
The fair value of the TV Nova trademark was CZK 445 million (US$19.9 million). Our share of the fair value uplift of the TV Nova trademark of CZK 417 million (US$18.6 million) has not been amortized as it has been deemed to have an indefinite life.
An exchange rate at January 1, 2005 of US$ 1 to CZK 22.365 was used to convert the CZK amount to USD.
(c) The depreciation charge of US$0.3 million relates to the depreciation charge for the five month period to May 31, 2005 on our share of the fair value uplift of the tangible fixed assets recognized on the acquisition of the TV Nova Group. This depreciation charge also adjusts for the minority interest impact from May 2, 2005 to May 31, 2005 to reflect the Additional Interest Acquisition.
Following the Additional Interest Acquisition in May 27, 2005 and May 31, 2005, the audited CME consolidated income statement for the year ended December 31, 2005 reflects this depreciation charge (at our effective interest of 96.5% in the tangible assets of CET 21 and our 100% interest in Mag Media 99, a 100% subsidiary of CP 2000) from May 31, 2005 to December 31, 2005.
The fair value of the tangible assets that was subject to fair value uplifts on acquisition of the TV Nova Group are listed below:
• Software: CZK 45 million (US$2.0 million).
• Other fixed assets: CZK 334 million (US$14.9 million).
Based on the above fair values, we computed our share of the fair value uplift as follows (utilizing our effective interest of 96.5% in the intangible assets of CET 21 and our 100% interest in Mag Media 99, a 100% subsidiary of CP 2000):
• Software: CZK 33 million (US$1.5 million).
• Other fixed assets: CZK 68 million (US$3.0 million).
The software tangible asset category is amortized over an estimated weighted average useful life of 4.1 years. The fair value uplift of other fixed assets recognized on the acquisition of the TV Nova Group are amortized over an estimated weighted average useful life of 5.5 years.
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An exchange rate at January 1, 2005 of US$ 1 to CZK 22.365 was used to convert the CZK amount to USD. (d) The provision for income tax benefit adjustment of US$5.6 million represents:
(i) The tax relief on the intercompany indebtedness of US$3.9 million for the period from January 1, 2005 to May 1,
2005, as the audited CME consolidated income statement for the year ended December 31, 2005 already includes this tax relief from May 2, 2005 to December 31, 2005.
The TV Nova Acquisition was structured in a manner that resulted in intercompany indebtedness with interest expense that is deductible against our operating income for income tax purposes.
(ii) Deferred tax benefit on the amortization and depreciation expense on the intangibles and tangibles (outlined in item (b) and (c) above) of US$1.7 million for the five month period to May 31, 2005 as the audited CME consolidated income statement for the year ended December 31, 2005 already includes this deferred tax benefit (at our effective interest of 96.5% in the tangible assets of CET 21 and our 100% interest in Mag Media 99, a 100% subsidiary of CP 2000) from May 31, 2005 to December 31, 2005.
(e) The income statement benefit to minority interest in income of consolidated subsidiaries of US$10.0 million represents the adjustment required to reflect a 3.5% minority interest in the TV Nova Group for the period from January 1, 2005 to May 31, 2005. This minority interest income adjustment also adjusts for the minority interest impact from May 2, 2005 to May 31, 2005 to reflect the Additional Interest Acquisition. The unaudited TV Nova income statement for the period ended May 2, 2005 included a minority interest of 26.9%.
Following the Additional Interest Acquisition in May 27, 2005 and May 31, 2005, the audited CME consolidated income statement for the year ended December 31, 2005 reflects a 3.5% minority interest in the TV Nova Group from May 31, 2005 to December 31, 2005.
(f) The shares used in computing earnings per common share have been adjusted to reflect the 3.5 million shares of our
Class A Common Stock issued to PPF as part of the purchase consideration for the TV Nova Initial Acquisition and the 5.405 million shares of our Class A Common Stock issued in a registered public offering to finance the acquisition of PPF's remaining 15% ownership interest in the TV Nova Group on May 31, 2005 as if these issuances had occurred on January 1, 2005.
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