Carlton Annual Report & Accounts 1999
INTRODUCTION

Financial highlights

From the Chairman

From the Chief Executive

 
OUR BUSINESSES

Broadcasting & advertising sales

Programme making

Digital pay television

The internet

Technicolour Group

 
FINANCIAL REVIEW

Finance Director's Review

 
CORPORATE GOVERNANCE

Directors' report

Remuneration report

 
FINANCIAL RESULTS

Auditors' report

Profit and loss account

Consolidated balance sheet

Consolidated statement of cash flows

Statement of total recognised gains & losses

Reconciliation of movements in shareholders' funds

Principal accounting policies

 
NOTES TO THE ACCOUNTS

Index to notes

 
APPENDIX

Euro conversion

US$ conversion

Differences between UK and US GAAP

Historical record

Summary notice of AGM

Shareholder information

NOTES TO THE ACCOUNTS
for the year ended 30 September 1999
33 ACQUISITIONS AND DISPOSALS

Cash Flow 1999
£m
1998
£m
Purchase of subsidiary undertakings (132.6) (160.0)
Cash less overdrafts acquired with subsidiaries 1.4 (0.7)
Investment in joint ventures and associates (77.1) (51.5)
Disposal of subsidiaries 6.5 -
(201.8) (212.2)

In 1999 the Group acquired subsidiary undertakings for a total consideration of £124.2m, comprising cash consideration (£128.6m), acquisition expenses (£4.0m) and accrued consideration (£4.3m) offset by an estimate of the amount of consideration due to be returned by the vendor under the terms of the purchase agreement (£12.7m). The book value of net assets acquired totalled £97.1m inclusive of £1.4m of cash acquired, resulting in goodwill of £27.1m. There have been no significant accounting policy adjustments applied to the net assets acquired. The fair value of the consideration for the ITC Film Library (see (e) below) has been provisionally treated wholly as an intangible asset in the Group accounts.

The aggregate fair value of net assets acquired was: £m
Intangible fixed assets - ITC Film Library 89.7
Tangible fixed assets 4.2
Investments (5.3)
Current assets 15.5
Current liabilities (7.0)
97.1

(a) On 6 April 1999 the Group acquired the entire share capital of Planet 24 Limited for a total consideration including transaction costs of £14.6m of which £10.0m was paid in cash and £4.6m remains as accrued deferred contingent consideration and expenses. Net assets acquired were £0.5m and goodwill arising on acquisition was £14.1m.

(b) On 11 June 1999, the Group acquired the net assets of National Screen Service for a total consideration including transaction costs of £4.2m. The book value of net assets acquired was £0.8m resulting in goodwill of £3.4m.

(c) On 21 June 1999, the Group acquired the net assets of VTR Video in Canada for a total consideration including transaction costs of £8.1m. The book value of net assets acquired was £2.1m resulting in goodwill of £6.0m.

(d) On 21 June 1999, the Group acquired the 50% which it did not already own of the issued share capital of Central de Video, S. de R. L. de C. V. for a total consideration including transaction costs of £4.4m. The book value of net assets acquired was £4.0m resulting in goodwill of £0.4m.

(e) On 1 July 1999 the Group acquired the companies owning the ITC Film Library for a total consideration of £89.7m including transaction costs. The Group has recognised the entire consideration as a Film library intangible asset of £89.7m. The consideration is net of £12.7m being an estimate of the debtor due by the vendor under the terms of the purchase agreement.

(f) On 5 August 1999 the Group acquired a 49% interest in Real Image Technology Inc., which together with the addition of a subsequent further 9% had an aggregate cash outflow of £3.5m.

(g) During the year the Group invested £62.0m of equity funding in its joint venture ONdigital.

(h) During the year the Group sold 100% of Cabletime Limited, Comelim Circuits Limited, TVI Limited and the audio business of Carlton Home Entertainment. The aggregate consideration was £8.7m and £7.0m of net assets were disposed.

The total of the post acquisition operating profits for the companies acquired is immaterial in the context of the Group.

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