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Acquisitions
3 Months Ended
Mar. 31, 2012
Acquisitions [Abstract]  
Acquisitions

NOTE 3 — ACQUISITIONS

2012 Acquisitions

During the quarter ended March 31, 2012, we completed an acquisition that has been accounted for as business combination. The purchase price for this transaction was approximately $6 million. The preliminary allocation of purchase price was primarily to goodwill and other intangible assets for $2.7 million and $3.8 million, respectively. The preliminary allocation of purchase price was based upon valuation information and estimates and assumptions available at the time of filing. Our estimates and assumptions are subject to change and preliminary valuations are often finalized after a reporting period. The areas of the purchase price allocation that are still not finalized and are subject to change within the measurement period relate to the valuation of certain intangible assets, income taxes and the resulting goodwill.

Actual results of operations of this acquisition are included in our condensed consolidated financial statements from the effective date of the acquisition. This acquisition is not material, and therefore supplemental pro forma information is not presented for the quarters ended March 31, 2012 and 2011.

2011 Acquisitions

BakBone Software Incorporated – In January 2011, we acquired 100 percent of the voting equity interest of BakBone Software Incorporated ("BakBone"), a publicly-held provider of data protection software, for cash consideration of approximately $56 million. BakBone provides us with additional technologies and products to provide data protection solutions across heterogeneous physical, virtual and application-level environments.

The acquisition has been accounted for as a business combination and the purchase price was allocated primarily to goodwill and other intangible assets. Actual results of operations of BakBone are included in our consolidated financial statements from the date of acquisition. Our final allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows (in thousands):

 

Current assets

   $ 12,479   

Acquired technologies with a weighted average useful life of 5.2 years

     24,500   

In-process research and development

     400   

Customer relationships with a useful life of 4.0 years

     11,300   

Trademarks and trade names with a useful life of 10.0 years

     1,800   

Goodwill

     18,690   

Deferred income tax assets – non-current

     9,872   

Other non-current assets

     2,419   

Current liabilities

     (6,328

Deferred revenue – current

     (9,383

Deferred revenue – non-current

     (9,491

Other long-term liabilities

     (278
  

 

 

 

Total purchase price

   $ 55,980   
  

 

 

 

 

The intangible assets will be amortized over the pattern in which the expected economic benefits of the intangible assets are realized, which in general is correlated with the cash flows generated from such assets. We acquired an in-process research and development ("IPR&D") project and the value assigned to the IPR&D was determined utilizing the income approach by determining cash flow projections relating to the project. We applied a discount rate of 28% to derive the value of the IPR&D project. The IPR&D project will be assessed for impairment until completed. Upon completion, the project will be amortized over its estimated useful life, as described above. The goodwill associated with this acquisition is reported within our Licenses, Maintenance Services and Professional Services segments of our business, and is not expected to be deductible for tax purposes. The goodwill allocation of 45% to Licenses, 52% to Maintenance Services and 3% to Professional Services is based on both historical and projected relative contribution from Licenses, Maintenance Services and Professional Services revenues. Goodwill results from expected synergies from the transaction, including complementary products that will enhance our overall product portfolio, and opportunities within new markets, which we believe will result in incremental revenue and profitability.

This acquisition is not material, and therefore supplemental pro forma information is not presented for the quarter ended March 31, 2011.