Oxford Instruments PLC Final Results -8-
11 6월 2013 - 3:00PM
UK Regulatory
On 13 June 2011 the Group acquired 100% of the share capital of
Omicron NanoTechnology GmbH for cash consideration totalling
GBP29.7m. Omicron NanoTechnology GmbH specialises in the
manufacture of very high-end microscopes for nanotechnology
research and is headquartered in Taunusstein, Germany. It has a
manufacturing facility in East Grinstead, UK and sales offices in
the US, France and Japan. The book and fair value of the assets and
liabilities acquired is given in the table below. The business has
been acquired for the purpose of integrating into the
Nanotechnology Tools segment.
Book value Adjustments Fair value
GBPm GBPm GBPm
---------------------------------- ----------- ------------ -----------
Intangible fixed assets - 27.8 27.8
Tangible fixed assets 6.2 (1.7) 4.5
Inventories 14.1 (1.3) 12.8
Trade and other receivables 5.1 - 5.1
Trade and other payables (4.7) (0.2) (4.9)
Customer deposits (10.5) (0.1) (10.6)
Deferred tax liabilities - (6.8) (6.8)
Cash 1.4 - 1.4
---------------------------------- ----------- ------------ -----------
Net assets acquired 29.3
Goodwill 11.6 17.7 0.4
---------------------------------- ----------- ------------ -----------
Total consideration 29.7
Cash acquired (1.4)
---------------------------------- ----------- ------------ -----------
Net cash outflow relating to the
acquisition 28.3
---------------------------------- ----------- ------------ -----------
The goodwill arising is not tax deductible and is considered to
represent the value of the acquired workforce.
Omniprobe, Inc.
On 13 June 2011 the Group acquired 100% of the share capital of
Omniprobe, Inc. for cash consideration totalling GBP13.1m of which
GBP0.5m is deferred for 2 years. Omniprobe, Inc. designs and
manufactures nano-manipulators for use within scanning electron
microscopes and is headquartered in Dallas, USA. The book and fair
value of the assets and liabilities acquired is given in the table
below. The business has been acquired for the purpose of
integrating into the Nanotechnology Tools segment.
Book value Adjustments Fair value
GBPm GBPm GBPm
------------------------------------------ ----------- ------------ -----------
Intangible fixed assets 0.2 11.3 11.5
Tangible fixed assets 0.6 (0.5) 0.1
Inventories 0.5 - 0.5
Trade and other receivables 0.6 - 0.6
Trade and other payables (0.3) (0.3) (0.6)
Cash 0.3 - 0.3
------------------------------------------ ----------- ------------ -----------
Net assets acquired 12.4
Goodwill 1.9 10.5 0.7
------------------------------------------ ----------- ------------ -----------
Total consideration 13.1
Cash acquired (0.3)
Contingent consideration at acquisition (0.5)
------------------------------------------ ----------- ------------ -----------
Net cash outflow relating to the
acquisition 12.3
------------------------------------------ ----------- ------------ -----------
The goodwill arising is tax deductible in full and is considered
to represent the value of the acquired workforce and the value of
patents which it has not been possible to separately identify.
4 ACQUISITIONS Cont'D
Platinum Medical Imaging LLC
On 3 November 2011 the Group acquired 100% of the share capital
of Platinum Medical Imaging LLC for an initial cash consideration
of GBP10.8m.
Further contingent consideration is payable up until the third
anniversary of the acquisition dependent on post acquisition
earnings. The amount of this consideration could be between zero
and GBP19.4m. The fair value of the amount likely to be paid is
GBP2.6m and is based on management forecasts of future
profitability.
Platinum Medical Imaging LLC is an established US company
providing high quality parts and services for MRI (Magnetic
Resonance Imaging) and CT (Computed Tomography) medical imaging
instruments. It operates from sites in Florida and California from
which the business sells parts, carries out service and maintenance
and performs system rebuilds.
The book and fair value of the assets and liabilities acquired
is given in the table below. The business has been acquired for the
purpose of integrating into the Service segment.
Book value Adjustments Fair value
GBPm GBPm GBPm
---------------------------------- ----------- ------------ -----------
Intangible fixed assets - 12.5 12.5
Tangible fixed assets 0.5 (0.2) 0.3
Inventories 0.9 0.8 1.7
Trade and other receivables 0.6 (0.3) 0.3
Trade and other payables (0.4) (0.4) (0.8)
Customer deposits (0.4) (0.3) (0.7)
Deferred tax - (0.2) (0.2)
Overdraft (0.1) - (0.1)
---------------------------------- ----------- ------------ -----------
Net assets acquired 13.0
Goodwill 1.1 11.9 0.4
---------------------------------- ----------- ------------ -----------
Total consideration 13.4
Overdraft acquired 0.1
Contingent consideration (2.6)
---------------------------------- ----------- ------------ -----------
Net cash outflow relating to the
acquisition 10.9
---------------------------------- ----------- ------------ -----------
The goodwill arising is tax deductible in full and is considered
to represent the value of the acquired work force and expected
synergies arising from the integration with the Group's existing
service business.
The book value of receivables given in the tables above
represents the gross contractual amounts receivable. The fair value
adjustment to receivables represents the best estimate at the
acquisition date of the cash flows not expected to be
collected.
During the prior year the acquisitions of Omicron Nanotechnology
GmbH, Omniprobe Inc and Platinum Medical Imaging Inc, contributed
revenue of GBP27.8m, GBP4.5m and GBP3.8m respectively and operating
losses of GBP4.6m, GBP0.8m and GBP0.7m to the Group's result for
the period. Had the acquisitions taken place on 1 April 2011 the
equivalent Group numbers for 2011/12 would have been revenue of
GBP351.2m and operating profit of GBP33.6m.
5 INCOME TAX EXPENSE
Recognised in the Consolidated Statement of Income
2013 2012
GBPm GBPm
--------------------------------------------------- ------ -----
Current tax expense
Current year 8.8 10.4
Adjustment in respect of prior years (1.0) -
--------------------------------------------------- ------ -----
7.8 10.4
--------------------------------------------------- ------ -----
Deferred tax expense
Origination and reversal of temporary differences (0.2) 1.4
Recognition of deferred tax not previously
recognised (0.2) (0.2)
Adjustment in respect of prior years 0.2 (0.3)
--------------------------------------------------- ------ -----
(0.2) 0.9
--------------------------------------------------- ------ -----
Total tax expense 7.6 11.3
--------------------------------------------------- ------ -----
Reconciliation of effective tax rate
Profit before income tax 29.6 36.1
Income tax using the UK corporation tax rate
of 24% (2012: 26%) 7.1 9.4
Effect of:
Tax rates other than the UK standard rate 1.9 2.4
Change in rate at which deferred tax recognised (0.3) 0.3
Non-taxable income and expenses 0.7 0.2
Tax incentives not recognised in the Consolidated
Statement of Income (1.2) (0.5)
Recognition of deferred tax not previously
recognised (0.2) (0.2)
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