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Acquisitions and Disposals Flipbook PDF
118 2006 FINANCIAL STATEMENTS Wolters Kluwer 2006 Annual Report Disposals 2006 2005 Non-current assets 7 – Current asset
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Acquisitions and Disposals note 3
2006
Acquisitions
Non-current assets Current assets Current liabilities
Carrying amount
Fair value adjustments
Recognized values
23
406
429
2005
144
38
–
38
62
(97)
(9)
(106)
(65)
Non-current liabilities
(1)
–
(1)
–
Provisions
(2)
–
(2)
(1)
Deferred tax
16
(87)
(71)
(26)
(23)
310
287
114
542
249
829
363
829
363
■
Net identifiable assets and liabilities
Goodwill on acquisitions
■
Consideration
The cash effect of the acquisitions is: ■
Consideration payable
■
Cash acquired
■
Deferred payments
■
Acquisition spending
(7)
(11)
(49)
5
773
357
Wolters Kluwer 2006 Annual Report
Total acquisition spending in 2006 was €773 million, including payments for acquisitions made in previous years. This includes an amount of €9 million relating to costs that are directly attributable to acquisitions, such as legal fees, broker’s costs, and audit fees. Since the acquisition date, these acquisitions have contributed €187 million to revenues, €24 million to ordinary EBITA, and €(22) million to profit for the year. If all acquisitions had been executed on January 1, 2006, full-year 2006 revenues for the Group would have been €3,758 million, ordinary EBITA €641 million, and profit for the year €315 million. The fair value of the acquirees’ identifiable assets and liabilities of some acquisitions could only be determined provisionally and will be subject to change based on the outcome of the purchase price allocation in 2007 which will be completed within 12 months from the acquisition date. Main acquisitions completed
116
2006 FINANCIAL STATEMENTS
Healthcare Analytics (NDCHealth Information Management) (Phoenix, AZ, USA) On January 6, 2006, Wolters Kluwer completed the acquisition of the Information Management business of NDCHealth Corporation, a provider of healthcare information solutions. The business, renamed Healthcare Analytics, has approximately 380 employees and is part of the Health division. Healthcare Analytics has annual revenues of approximately $165 million (€140 million). The purchase price of $382 million (€324 million) was paid in cash. Goodwill on this acquisition amounts to €233 million and identified intangible assets to €168 million.
Sage Practice Solutions line (Pensacola, FL, USA) On January 16, 2006, Wolters Kluwer announced the acquisition of the Sage Practice Solutions line of business, including Sage Practice Manager, Write-up, and Document Manager, from Sage Software. Sage Software offers business management software and services to small and mid-sized business customers in North America. Sage Practice Solutions has approximately 50 employees and annual revenues of approximately $7 million (€6 million), and is part of the Tax, Accounting & Legal division. ProVation Medical, Inc. (Minneapolis, MN, USA) On January 23, 2006, Wolters Kluwer completed the acquisition of ProVation Medical, Inc., a privately-held company providing medical documentation, coding, and workflow solutions to hospitals and ambulatory surgery centers in the United States. ProVation Medical is part of the Health division, has annual revenues of approximately $13 million (€11 million) and approximately 100 employees. Carl Heymanns Verlag (Cologne, Germany) On May 8, 2006, Wolters Kluwer acquired Carl Heymanns Verlag KG, one of Germany’s leading academic and legal publishers. Carl Heymanns Verlag is part of the Legal, Tax & Regulatory Europe division, has annual revenues of approximately €15 million and approximately 130 employees. GulfPak (Jackson, MS, USA) On August 15, 2006, Wolters Kluwer announced the agreement to acquire GulfPak Corporation, a leading provider of automated lending and account origination solutions to U.S. financial organizations. GulfPak provides its compliance-based technology solutions to more than 700 financial organizations. GulfPak has approximately 37 employees, has annual revenues of approximately $9 million (€7 million), and is part of the Corporate & Financial Services division.
TaxWise (Rome, GA, USA) On October 11, 2006, Wolters Kluwer acquired the stock of TaxWise Corporation. TaxWise and its subsidiary, Universal Tax Systems, Inc. (UTS), provide tax and accounting software solutions to more than 9,300 accounting professionals, enrolled agents, and tax preparers across the United States. TaxWise has 300 full-time employees, annual revenues of approximately $53 million (€42 million), and is part of the Tax, Accounting & Legal division.
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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ATX/Kleinrock (Rockville, MD, USA) On August 30, 2006, Wolters Kluwer acquired the assets of ATX/Kleinrock, a supplier of tax preparation, accounting and tax research software solutions to more than 48,000 tax professionals and CPAs throughout the United States. ATX/Kleinrock has almost 300 employees, has annual revenues of approximately $40 million (€31 million), and is part of the Tax, Accounting & Legal division.
Disposals
2006
2005
Non-current assets
7
–
Current assets
7
–
(7)
–
7
–
9
4
16
4
4
Current liabilities
■
Net identifiable assets and liabilities
Book profit on disposals
■
Consideration
The cash effect of the disposals is: ■
Consideration receivable
16
■
Cash disposed of
(2)
–
■
Other assets obtained
–
8
■
Cash from receivables
(1)
1
13
13
■
Receipts from disposal of activities
Segment (Beek, the Netherlands) On January 23, 2006, Wolters Kluwer announced the sale of Segment B.V. Segment was part of the Legal, Tax & Regulatory Europe division, with annual revenues of approximately €5 million and approximately 40 employees.
Wolters Kluwer 2006 Annual Report
CT Insurance Services (Minneapolis, MN, USA) On February 28, 2006, Wolters Kluwer’s Corporate & Financial Services division divested two product lines, Xchange software and Financial/ Securities Exam Training, accounting for annual revenues of approximately $8 million (€7 million) and 41 employees. Cedam Scolastica (Padova, Italy) On December 22, 2006, Wolters Kluwer completed the sale of the school book part of Cedam. Cedam Scolastica was part of the Legal, Tax & Regulatory Europe division, with annual revenues of approximately €5 million and 5 employees.
Personnel Expenses note 4 Personnel expenses Salaries and wages Social security charges Costs of defined contribution plans Costs of defined benefit plans Share-based payments
■
Total
2006
2005
1,061
932
157
143
26
20
9
17
17
12
1,270
1,124
The average number of employees, expressed in full-time equivalents, in 2006 is 19,704 (2005: 18,467). 118
2006 FINANCIAL STATEMENTS