Peachtree 2012 Annual Report Download - page 122

Other notes continued
16 Acquisitions and disposals continued
16.1 Acquisitions made during the year continued
Provisional fair value of acquisitions
Folhamatic
£m
Alchemex
£m
Integral
£m
Other
£m
Total
£m
Intangible assets – brands, technology and customer relationships 36.4 1.0 4.2 –41.6
Intangible assets – computer software 0.6 – – –0.6
Property, plant and equipment 1.2 –0.3 –1.5
Inventories 0.1 –0.3 –0.4
Trade and other receivables 10.0 0.3 1.0 1.3 12.6
Cash and cash equivalents 0.8 0.1 1.9 –2.8
Trade and other payables (8.1) (0.1) (0.6) (0.3) (9.1)
Current borrowings (0.2) – – –(0.2)
Non-current borrowings – – – (0.1) (0.1)
Deferred consideration (21.8) – – –(21.8)
Income tax – current (0.3) – – –(0.3)
Income tax – deferred (10.1) (0.1) (0.5) –(10.7)
Deferred income (17.8) (0.1) (1.0) –(18.9)
Total net identifiable (liabilities)/assets acquired (9.2) 1.1 5.6 0.9 (1.6)
Non-controlling interest 2.2 – – –2.2
Goodwill 129.6 4.5 10.3 5.6 150.0
Consideration satisfied by:
Cash 122.6 2.8 11.9 3.6 140.9
Deferred/contingent consideration – 2.8 4.0 2.9 9.7
Total purchase consideration 122.6 5.6 15.9 6.5 150.6
The outflow of cash and cash equivalents on the acquisitions is calculated as follows:
Cash consideration (122.6) (2.8) (11.9) (3.6) (140.9)
Cash and cash equivalents acquired 0.8 0.1 1.9 – 2.8
Borrowings acquired (0.2) – – (0.1) (0.3)
Deferred consideration acquired, paid post acquisition (21.8) – – – (21.8)
Acquisition costs acquired, paid post acquisition (2.6) – – – (2.6)
Net cash outflow in respect of acquisitions (146.4) (2.7) (10.0) (3.7) (162.8)
The intangible assets acquired as part of these acquisitions can be analysed as follows:
Brands 6.8 – – – 6.8
Technology 18.0 0.8 1.7 – 20.5
Customer relationships 11.6 0.2 2.5 – 14.3
36.4 1.0 4.2 – 41.6
Further details of these are given in note 5.2.
16.2 Deferred/contingent consideration
Part of the cash paid on the Folhamatic acquisition is being held in an escrow account pending final determination of the results for the year ending 31 December
2012. The funds held in escrow will be paid out to shareholders in FY13 once the final acquisition price is determined, which is based on a multiple of expected
EBITDA for the year ending 31 December 2012. The cash paid was based on an estimate of the EBITDA for the year ending 31 December 2012.
During the year previously contingent consideration was fixed under the original terms of the agreement and as such is now deferred consideration. Deferred
consideration payable to the former owners of Alchemex of £2.8m has been recognised at fair value; this additional consideration is payable for the years ending
30 September 2012-2014.
Contingent consideration payable to the former owners of Integral of £4.0m has been recognised at fair value; this additional consideration is dependent on
revenue achievement for the year ending 31 December 2012.
Contingent consideration payable to the former owners of Cenize of £2.9m has been recognised at fair value; this additional consideration is contingent on the
EBITDA results for the year ending 31 December 2014.
120