Philips 2008 Annual Report Download - page 218

The condensed balance sheet of Respironics determined in accordance
with IFRS, immediately before and after the acquisition date:
before
acquisition date
after acquisition
date
Assets and liabilities
Goodwill 165 2,162
Other intangible assets 39 1,186
Property, plant and equipment 123 137
Working capital 214 215
Other non-current financial assets 11 10
Provisions (27) (27)
Deferred tax assets/liabilities 35 (439)
Cash 135 135
695 3,379
Financed by
Group equity 647 3,331
Loans 48 48
695 3,379
The goodwill recognized is related to the complementary technical
skills and talent of the Respironics workforce and the synergies
expected to be achieved from integrating Respironics into the
Healthcare sector.
Other intangible assets are comprised of the following:
amount
amortization
period in years
Core technology 355 9-13
Developed non-core technology 21 4-7
In-process R&D 3 3
Trade name 72 6
Customer relationships 732 16-18
Other 3 1-3
1,186
Respironics contributed income from operations of EUR 10 million
to the Group for the period from March 10 to December 31, 2008.
VISICU
On February 20, 2008, Philips acquired 100% of the shares of VISICU,
a leading IT company which develops remote patient monitoring
systems. The acquisition of VISICU will facilitate the creation of products
to provide increased clinical decision support to hospital staff, while
allowing them to monitor a greater number of critically ill patients.
Philips paid a total net cash consideration of EUR 198 million. As of
the acquisition date, VISICU has been consolidated as part of the
Healthcare sector.
The condensed balance sheet of VISICU determined in accordance
with IFRS, immediately before and after the acquisition date:
before
acquisition date
after acquisition
date
Assets
Goodwill −175
Other intangible assets −33
Property, plant and equipment 1 −
Working capital (2) (4)
Other non-current financial assets 3 −
Deferred tax assets/ liabilities 7 (4)
Deferred Revenue (25) (2)
Cash 74 74
58 272
Financed by
Group equity 58 272
Loans −−
58 272
The goodwill recognized is related to the complementary technological
skills and talent of VISICU’s workforce and the synergies expected to
be achieved from integrating VISICU into the Healthcare sector.
Other intangible assets are comprised of the following:
amount
amortization
period in years
Core technology 20 7
In-process R&D 4 3
Patents and trademarks 1 6
Customer relationships 5 2-15
Backlog 3 1-3
33
VISICU contributed a loss from operations of EUR 13 million to the
Group for the period from February 20 to December 31, 2008.
Pro forma disclosures on acquisitions
The following table presents the year-to-date unaudited pro-forma
results of Philips, assuming Genlyte, Respironics and VISICU had been
consolidated as of January 1, 2008:
Unaudited
January-December 2008
Philips
Group
pro forma
adjustments1)
pro forma
Philips
Group
Sales 26,385 230 26,615
Income from operations 54 (29) 25
Net income (loss) (91) (13) (104)
Earnings per share - in
euros (0.09) (0.10)
Pro forma adjustments include sales, income from operations and net income
1)
from continuing operations of the acquired companies from January 1, 2008
to the date of acquisition. As Philips finances its acquisitions with own funds,
the pro forma adjustments exclude the cost of external funding incurred prior
to the acquisition. The pro forma adjustments also reflect the impact of the
purchase-price accounting effects from January 1, 2008 to the date of acquisition
and the elimination of non-recurring integration costs incurred by the Company.
Purchase-price accounting effects primarily relate to the amortization of
intangible assets (EUR 36 million).The non-recurring integration costs primarly
relate to the accelarated vesting of stock options (EUR 255 million).
Philips Annual Report 2008218
180
Sustainability performance
244
Company financial statements
124
US GAAP financial statements
192
IFRS financial statements
Notes to the IFRS financial
statements