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2009 Acquisitions
12 Months Ended
Dec. 31, 2011
Acquisitions 2009 [Abstract]  
2009 Acquisitions

Note 21 – 2009 Acquisitions:

During 2009, we acquired Nascobal® Nasal Spray from QOL Medical, LLC and certain assets and liabilities from MDRNA, Inc., as described in more detail below. The acquisitions were accounted for as business combinations under the guidance of FASB ASC 805 Business Combinations. One of the acquisitions resulted in an excess of the fair value of assets acquired over the purchase price and was accounted for as a gain on the consolidated statement of operations. We allocated the purchase price, including the value of identifiable intangibles with a finite life in part supported by third party appraisals. The operating results of the acquired businesses have been included in our consolidated financial results from March 31, 2009, the date of acquisition. The operating results were primarily reflected as part of the Strativa segment.

MDRNA, Inc.

On March 31, 2009, we acquired certain assets and liabilities from MDRNA, Inc., mainly in order to facilitate the acquisition of the rights to Nascobal®, described below. The assets acquired are used primarily in the production of Nascobal®. The purchase price of the acquisition was $0.8 million in cash paid at closing. The purchase was funded from our cash on hand.

The acquisition was accounted for as a bargain purchase under FASB ASC 805 Business Combinations. The purchase price of the acquisition was allocated to the net tangible and intangible assets acquired, with the excess of the fair value of assets acquired over the purchase price recorded as a gain. The gain was mainly attributed to MDRNA's plans to exit its contract manufacturing business. The acquired intangible asset had no tax basis. The Company allocated the purchase price in part supported by input from third party appraisals. From March 31, 2009, the date of acquisition, the financial impact of the assets and liabilities acquired from MDRNA were immaterial to our total revenues and operating income.

 

($ amounts in  thousands)  

  Estimated

Fair Value

   

Estimated

Useful Life

 
Inventory related to a generic product   $ 1,121         N/A  
Property, plant, and equipment     1,300        4 to 10 years  
Intangible asset related to a generic product     1,400        2 years  
Net tangible and intangible assets     3,821          
Purchase price     800          
Gain on Bargain Purchase   $ 3,021          

Nascobal®

On March 31, 2009, we acquired the rights to Nascobal® from QOL Medical, LLC for $54.5 million in cash and the assumption of certain liabilities. We funded the purchase from cash on hand. We determined that the acquired intangible asset is tax deductible.

The purchase price of the acquisition was allocated to the net tangible and intangible assets acquired on the basis of estimated fair values based in part on input from third party appraisals, as follows:

 

($ amounts in  thousands)  

 Estimated

Fair Value

   

Estimated

Useful Life

 
Inventory   $ 700        N/A  
Intangible assets     54,721        12 years  
Accounts receivable reserves     (921 )     N/A  
Net tangible and intangible assets   $ 54,500