Rogers 2006 Annual Report Download - page 92

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88 R OGE RS C OMM UNI C ATIO N S I N C . 2 0 0 6 AN NUAL R EPOR T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(C ) PURCHASE PRICE ALLOC ATIONS:
The table below summarizes the estimated fair values of the assets acquired and liabilities assumed for the acquisitions in 2005.
Call-Net Other Total
Consideration:
Cash $ – $ 36 $ 36
Class B Non-Voting shares 316 – 316
Options issued as consideration 8 – 8
Acquisition costs 4 2 6
Purchase price $ 328 $ 38 $ 366
Cash and cash equivalents $ 44 $ – $ 44
Short-term investments 22 – 22
Accounts receivable 29 5 34
Other current assets 27 5 32
Inventory – 1 1
Other long-term assets 5 – 5
Subscriber bases 123 – 123
PP&E 340 32 372
Investments 1 – 1
Accounts payable and accrued liabilities (147) (11) (158)
Unearned revenue – (3) (3)
Liabilities assumed on acquisition (4) (6) (10)
Long-term debt (293) – (293)
Other long-term liabilities (10) – (10)
Fair value of net assets acquired $ 137 $ 23 $ 160
Goodwill $ 191 $ 15 $ 206
During 2006, the Company incurred $9 million in integration expenses
related to the Call-Net Acquisition (2005 – $12 million) and $3 million
in integration expenses related to the Fido acquisition (2005 –
$54 million).
(E) PRO FORMA RESULTS OF OPERATIONS:
The pro forma results of operations had the Company acquired
Call-Net on January 1, 2004 would have been as follows:
(D) INTEGRATION EXPENSES:
As part of the acquisition of Call-Net and the 2004 acquisition of
Microcell Telecommunications Inc. (“Fido”), in 2005 and 2006, the
Company incurred certain integration costs that did not qualify to
be included as part of the purchase price allocation as a liability
assumed on acquisition. Rather, these costs are recorded within
operating expenses. These expenses include various severance, con-
sulting and other incremental restructuring costs directly related to
the acquisitions.
(ii) Other:
On January 31, 2005, the Company completed the acquisition of
Rogers Centre, a multi-purpose stadium located in Toronto, Canada
for a purchase price of approximately $27 million, including acquisi-
tion costs, plus $5 million of assumed liabilities. The purchase price
has been allocated to working capital and PP&E. The operations of
Rogers Centre were consolidated with those of the Company as of
January 31, 2005.
Two other acquisitions occurred during 2005 for cash consideration
of approximately $11 million.
(Unaudited) 2005
(Restated –
note 2(b))
Operating revenue $ 7,762
Loss for the year $ (176)
Loss per share:
Basic and diluted $ (0.30)