Acquisition of Laprolan B.V. from Fornix BioSciences N.V.

12 Months Ended

Sep. 30, 2011

Acquisition of Laprolan B.V. from Fornix BioSciences N.V. [Abstract]

Acquisition of Laprolan B.V. from Fornix BioSciences N.V.

3. Acquisition of Laprolan B.V. from Fornix BioSciences N.V.

On April 7, 2011, the Company completed the acquisition of the outstanding capital stock of Laprolan B.V., a corporation organized under the laws of the Netherlands and a wholly owned subsidiary of Fornix BioSciences N.V., pursuant to a Share Purchase Agreement dated as of January 12, 2011 (the “Purchase Agreement”). As provided in the Purchase Agreement, the transaction has a retroactive effective date of January 1, 2011, and the operating results of Laprolan are for the account of the Company from and after January 1, 2011. The Company is applying purchase accounting as of that date and has included the results of Laprolan in its financial statements beginning in its second fiscal quarter. At closing, the Company paid to Fornix €10,474,974 (US$15,057,775, of which $60,217 was paid for the cash balance of Laprolan on January 1, 2011 and $119,433 was interest from January 1, 2011 until closing).

The following table summarizes the estimated fair values of the assets and liabilities acquired at the date of acquisition. Included in the intangible assets acquired is approximately $5,602,000 of goodwill and $5,612,000 of finite –lived intangibles. As the Company completes its post-closing review and valuation of the acquisition, the allocation of the purchase price may change. Any change to the preliminary values of finite-lived intangibles and property and equipment could result in more or less amortization expense. The Company made one post-closing adjustment in the fourth quarter increasing inventory by approximately $76,000 and reducing goodwill.

Current assets	$	3,212,000
Property and equipment		1,831,000
Intangible assets		11,214,000
Total assets acquired	$	16,257,000
Current liabilities	$	824,000
Long term liabilities		1,546,000
Total liabilities assumed	$	2,370,000

The pro forma unaudited results of operations for the years ended September 30, 2011 and 2010, assuming consummation of the purchase of Laprolan B.V. as of October 1, 2009, are as follow (in thousands):

	Year Ended September 30,
	2011			2010
Net sales	$	55,633		$	52,767
Net income (loss)		(159	)		2,356
Per share data:
Basic earnings (loss)	$	(0.01	)	$	0.19
Diluted earnings (loss)	$	(0.01	)	$	0.18

In the table above, $725,000 has been added back to net income (loss) for the year ended September 30, 2011 for one-time merger and acquisition costs and $45,000 has been added back to net income (loss) for the year ended September 30, 2011 related to a short term accounting and IT support contract.

The pro forma unaudited results do not purport to be indicative of the results which would actually have been obtained had the acquisition of Laprolan B.V. been completed as of the beginning of the earliest period presented.