Carphone Warehouse 2005 Annual Report Download - page 51

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15Fixed asset investments continued
b) One Stop Phone Shop Limited
On 1 March 2005, the Group acquired 100% of the issued share capital of One Stop Phone Shop Limited, a company registered in England and Wales that specialises
in the mobile ‘off-the-page’ market, for an initial gross cash consideration of £8.3m, with a further contingent deferred consideration of up to £6.7m payable over two years.
The following table sets out the book values of the identifiable assets and liabilities acquired and their preliminary fair value to the Group:
Book Accounting policy Other fair value Fair value to
value alignments adjustments Group
£’000 £’000 £’000 £’000
Fixed assets
Tangible 330 – – 330
Current assets
Stock 953 – – 953
Debtors 3,973 (304) – 3,669
Cash 4,711 – – 4,711
Total assets 9,967 (304) – 9,663
Creditors
Trade creditors (3,478) – (246) (3,724)
Accruals and deferred income (2,850) – (555) (3,405)
Total liabilities (6,328) – (801) (7,129)
Net assets 3,639 (304) (801) 2,534
Goodwill 12,466
15,000
Satisfied by
Cash 8,261
Deferred consideration 6,739
15,000
Net cash outflows in respect of the acquisition comprised:
£’000
Gross cash consideration 8,261
Cash acquired (4,711)
3,550
Accounting policy alignments relate to provisions for doubtful debt. Other fair value adjustments relate to various unrecorded liabilities.
c) Other acquisitions
During the period the Group acquired 100% of the issued share capital of a number of other companies, all of which are fixed line telecommunications providers
registered in England and Wales. The details of these acquisitions are as follows:
Company acquired Telequip Ecocall Cable Direct Voice Connect
Limited Limited Limited Limited
Date of acquisition 1 June 30 September 31 December 31 January
2004 2004 2004 2005
£’000 £’000 £’000 £’000
Cash acquired 2,130 85 1,476 953
Other net liabilities (283) (151) (1,344) (317)
Net assets (liabilities) 1,847 (66) 132 636
Goodwill 5,400 12,156 11,286 1,251
7,247 12,090 11,418 1,887
Satisfied by
Cash 5,747 9,846 4,688 1,887
Deferred consideration 1,500 2,244 6,730 –
7,247 12,090 11,418 1,887
Deferred consideration in respect of these acquisitions is contingent on future performance and is payable over the next two years. Included within cash paid in
respect of Ecocall Limited are loan notes of £6.3m, which may be cancelled if certain performance conditions are not met.
Notes to the Financial Statements continued www.cpwplc.com 47