XML 71 R20.htm IDEA: XBRL DOCUMENT v2.4.0.6
ACQUISITION (Tables)
9 Months Ended
Sep. 30, 2012
ACQUISITION [Abstract]  
Total purchase price
The following table summarizes the accounting treatment of the purchase price paid (in thousands):
Purchase consideration
$
306,626
 Share-based compensation expense
8,265
 Total purchase price
$
314,891
Fair values of assets acquired, liabilities assumed and goodwill
The following table summarizes the fair values of assets acquired, liabilities assumed and goodwill (in thousands) at the Acquisition Date, as well as retrospective purchase accounting adjustments (also referred to as "measurement period adjustments") made with respect to the six months ended June 30, 2012:
Before
 
Adjustment
 
 
 
 
After
 
 
of Final
 
 
 
 
Adjustment
 
 
Allocation
 
 
Measurement
 
 
of Final
 
 
of Purchase
 
 
Period
 
 
Allocation of
 
 
Price(1)
 
 
Adjustments(2)
 
 
Purchase Price
 
 Cash and cash equivalents
 
$
7,095
 
 
$
-
 
 
$
7,095
 
 Accounts receivable, net
 
 
9,488
 
 
 
(8
)
 
 
9,480
 
 Inventories
 
 
52,060
 
 
 
(1,380
)
 
 
50,680
 
 Prepaid expenses and other assets
 
 
7,844
 
 
 
56
 
 
 
7,900
 
 Property and equipment
 
 
5,969
 
 
 
551
 
 
 
6,520
 
 Intangible assets
 
 
159,755
 
 
 
(22,155
)
 
 
137,600
 
 Other non-current assets
 
 
1,769
 
 
 
(328
)
 
 
1,441
 
 Identifiable assets acquired
 
 
243,980
 
 
 
(23,264
)
 
 
220,716
 
 Accounts payable and accrued liabilities
 
 
(18,681
)
 
 
(2,819
)
 
 
(21,500
)
 Deferred tax liability
 
 
(55,542
)
 
 
8,264
 
 
 
(47,278
)
 Other non-current liabilities
 
 
(3,241
)
 
 
-
 
 
 
(3,241
)
 Identifiable liabilities acquired
 
 
(77,464
)
 
 
5,445
 
 
 
(72,019
)
 Goodwill
 
 
140,325
 
 
 
17,604
 
 
 
157,929
 
 Acquisition consideration
 
$
306,841
 
 
$
(215
)
 
$
306,626
 
Definite-lived intangible assets acquired and their estimated useful lives
The following table summarizes the fair value of definite-lived intangible assets acquired at the Acquisition Date and their estimated useful lives (in thousands, except for estimated useful lives):
 Estimated
Fair Value
 Useful Life
 Purchased intangible assets:
  
 Customer base
$
61,100
 12 years
 Developed technologies
58,000
 12 years
 Trademarks and tradenames
15,500
 5 years
 Other contractual agreements
3,000
 2 years
 Total
$
137,600
Pro forma financial information
The following pro forma financial information presents the combined results of operations for the three and nine months ended September 30, 2012 and 2011 as if the Acquisition had been completed on January 1, 2011, with adjustments to give effect to pro forma events that are directly attributable to the Acquisition. The pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and eBioscience. Accordingly, these pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands, except per share data):
Three Months Ended September 30,
Nine Months Ended September 30,
2012
2011
2012
2011
 Revenues
$
79,624
$
82,122
$
247,021
$
256,035
 Net loss
(17,643
)
(17,128
)
(36,399
)
(8,528
)
 Basic and diluted earnings per share
(0.25
)
(0.25
)
(0.52
)
(0.12
)