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Veloce
3 Months Ended
Sep. 30, 2013
Variable Interest Entity, Measure of Activity [Abstract]  
VELOCE
VELOCE
On June 20, 2012 (the “Closing Date”), the Company completed its acquisition of Veloce pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”). Veloce has been developing specific technology for the Company.
The terms of the Merger Agreement include the payment of the total consideration, payable to holders of Veloce common stock options that were vested on the Closing Date and holders of Veloce common stock and stock equivalents (collectively “Veloce Equity Holders”), and to Veloce stock equivalents that have not yet been allocated to individuals (“Unallocated Veloce Units”). The Merger Agreement further provides for payments of additional merger consideration contingent upon the achievement of certain post-closing product development milestones relating to the Veloce development project.
The total estimated consideration to be paid is based upon the benchmarks achieved during simulations that were performed during the third quarter of fiscal 2013 and correlation of the results of the simulations to the contractual terms included in the Merger Agreement. As a result of higher than expected benchmarks achieved during simulations, the total estimated consideration to be paid was updated during fiscal 2013 from a previous estimated maximum of approximately $135.0 million to the contractual maximum of $178.5 million. Significant judgment is required in assessing when a performance milestone is probable of achievement and estimating the percentage of completion of the milestone and the timing of when the performance milestones will be completed. These determinations are based on discussions with internal technical personnel that address various qualitative and quantitative factors, including, but not limited to, overall complexity associated with the assessment, stage of development, progress made to date, results of testing and consideration as to the nature of the remaining development work.
The Company has completed the first and second performance milestones and assessed the third and final performance milestone relating to the Veloce project as probable of achievement as of September 30, 2013. The consideration relating to the first, second and third and final performance milestones, excluding the value allocated to the Unallocated Veloce Units and the remaining portion of the third and final milestone, in the amount of $166.3 million, has been recognized as research and development expense through September 30, 2013 compared to $65.1 million as of September 30, 2012. During the three and six months ended September 30, 2013, as part of the above arrangement, the Company paid approximately $19.2 million and $44.2 million, respectively, in cash and issued approximately 2.3 million shares and 3.7 million shares, respectively, valued at approximately $19.0 million and $29.0 million, respectively. During the three and six months ended September 30, 2012, as part of the above arrangement, the Company paid approximately $2.1 million and $14.8 million, respectively, in cash and issued approximately 0.2 million shares and 2.6 million shares, respectively, valued at approximately $1.1 million and $14.8 million, respectively.

The consideration that the Company will be obligated to pay will be allocated equally to each of the Veloce Equity Holders and the Unallocated Veloce Units. The Company is contractually required to distribute all Unallocated Veloce Units within a certain time period. During the three and six months ended September 30, 2013, the Company distributed an additional 12,000 and 0.5 million Unallocated Veloce units which had a related expense of $0.2 million and $5.9 million, respectively. Veloce Equity Holders subject to vesting requirements will receive their distribution upon satisfaction of such vesting requirements.
For accounting purposes, the costs incurred in connection with the development milestones relating to Veloce is considered compensatory and is recognized as R&D expense. Recognition of these costs as expense will generally occur when certain development and performance milestones become probable of achievement and are deemed earned. However, the value allocated to the Unallocated Veloce Units will not be recognized as R&D expense until distribution of the underlying units occurs. As of September 30, 2013, 0.8 million Unallocated Veloce Units had not been allocated, and the maximum potential additional expense to be recognized associated with these Unallocated Veloce Units is approximately $9.4 million.

Total R&D expenses recognized were approximately $30.4 million and $39.7 million during the three and six months ended September 30, 2013, respectively, and approximately $2.3 million and $4.6 million during the three and six months ended September 30, 2012, respectively. The Veloce accrued liability included on the Condensed Consolidated Balance Sheets is based upon the amount of R&D expense recognized in connection with the development of the Veloce performance milestones less amounts paid either in cash or our common stock. Veloce consideration that has been accrued as of September 30, 2013 is classified as long-term if payments of the consideration are expected to occur beyond a 12 month period.